As filed with the Securities and Exchange Commission on August 13, 1998
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
James River Bankshares, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1740210
(State or Other Jurisdiction of(IRS Employer Identification No.)
Incorporation or Organization)
1512 Holland Road
Suffolk, VA 23434
(Address of Principal Executive Offices) (Zip Code)
Virginia Bankers Association Master Defined Contribution Plan
for James River Bankshares, Inc.
(Full Title of the Plan)
Jody M. Wagner, Esq.
Kaufman & Canoles
P. O. Box 3037
Norfolk, VA 23514-3037
(Name and Address of Agent for Service)
(757) 624-3294
(Telephone Number, Including
Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(2)
===========================================================================================
<S> <C>
Common Stock,
$5.00 par value 75,000 $21.75 $1,631,250 $481.22
===========================================================================================
</TABLE>
(1) This Registration Statement covers shares of Common Stock of James River
Bankshares, Inc. which may be offered or sold pursuant to the Virginia Bankers
Association Master Defined Contribution Plan for James River Bankshares, Inc. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. Pursuant
to Rule 457(h)(2), no separate registration fee is required with respect to the
interests in the Plan. This Registration Statement also relates to an
indeterminate number of shares of Common Stock that may be issued upon stock
splits, stock dividends or similar transactions in accordance with Rule 416(a).
(2) Pursuant to Rules 457(c) and 457(h), the registration fee was computed using
$21.75 per share of Common Stock, the average of the high and the low sales
prices of the Common Stock reported by the consolidated reporting system of the
National Association of Securities Dealers, Inc. National Market System as of
August 11, 1998.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
The following documents of James River Bankshares, Inc., a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended December 31, 1997 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a) of
the 1934 Act since the end of the Company's fiscal year ended December 31, 1997.
(c) The description of the Company's Common Stock registered under
the 1934 Act contained in the Company's Registration Statement on Form 8-A,
which became effective on June 29, 1995.
(d) The Plan's Annual Report on Form 11-K for the Plan's fiscal year
ended December 31, 1996 filed pursuant to Section 15(d) of the 1934 Act on the
date hereof.
All reports and other documents subsequently filed by the Company or the
Plan (as defined below) pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 Act prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement. The term "Plan" as
used herein means the Virginia Bankers Association Master Defined Contribution
Plan for James River Bankshares, Inc.
Item 4: Description of Securities.
Not applicable.
Item 5: Interests of the Named Experts and Counsel.
Not applicable.
Item 6: Indemnification of Directors and Officers.
Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act")
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the lesser of (1) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (2) the
greater of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the corporation during the 12 months immediately
preceding the act or omission for which liability was imposed. The liability of
an officer or director may not be limited under this section of the Act if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any federal or state securities law, including, without
limitation, any claim of unlawful insider trading or manipulation of the market
for any security.
Section 13.1-697 of the Act authorizes a Virginia corporation to indemnify
an individual made a party to a proceeding because he is or was a director
against liability incurred in the proceeding. A Virginia corporation may not
indemnify a director under this section in connection with a proceeding by or in
the right of the corporation in which the director was adjudged liable to the
corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 provides that, unless limited by
its articles of incorporation, a Virginia corporation must indemnify a director
who entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of the Act
authorizes a Virginia corporation to indemnify its officers, employees or agents
to the same extent as directors.
The Company's Articles of Incorporation provide that to the full extent
that the Act permits the limitation or elimination of the liability of directors
or officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the manner
prescribed by the Act and any other applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors, officers, employees
or agents includes former directors, officers, employees and agents and their
respective heirs, executors and administrators.
Officers and directors of the Company are covered by insurance that (with
certain exceptions and within certain limitations) indemnifies them against
losses and liabilities arising from an alleged "harmful act," including any
alleged error or misstatement or misleading statement or wrongful act or
omission or neglect or breach of duty.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
Number Description
4.1 Articles of Incorporation of James River Bankshares,
Inc. (incorporated herein by reference to the
Registrant's Registration Statement on Form S-4, as
amended, Registration No. 33-88322, filed with the
Securities and Exchange Commission on January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. (incorporated
herein by reference to the Registrant's Registration
Statement on Form S-4, as amended, Registration No.
33-88322, filed with the Securities and Exchange
Commission on January 6, 1995).
4.3 Form of James River Bankshares, Inc. Common Stock
Certificate (incorporated by reference to the
Registrant's Registration Statement on Form S-4, as
amended, Registration No. 33-88322, filed with the
Securities and Exchange Commission on January 6, 1995).
23.1 Consent of Goodman & Company, L.L.P.
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
In lieu of an opinion of counsel concerning compliance with the
requirements of the Employee Retirement Income Security Act of 1974, as amended,
and an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the Company hereby undertakes to submit the Plan and any amendments thereto to
the IRS in a timely manner and will make all changes required by the IRS in
order to qualify the Plan.
Item 9: Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report or the Plan's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered therein; and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Suffolk, Commonwealth of Virginia, on July 23, 1998.
JAMES RIVER BANKSHARES, INC.
By: /s/ Harold U. Blythe
-----------------------------------
Harold U. Blythe, President
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person, in so signing, also makes,
constitutes and appoints Harold U. Blythe his true and lawful attorney-in-fact
in his place and stead, to execute and cause to be filed with the Securities and
Exchange Commission any and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
Signature Title Date
/s/ G. P. Jackson Chairman of the Board and
- ------------------------ Director July 23, 1998
G. P. Jackson
/s/ Bruce B. Gray Vice Chairman of the Board
- ------------------------ and Director July 23, 1998
Bruce B. Gray
President and Chief
Executive
Officer, Director
/s/ Harold U. Blythe (Principal Executive
- ------------------------ Officer) July 23, 1998
Harold U. Blythe
Senior Vice-President and
Chief Financial Officer
/s/ Donald W. Fulton, Jr. (Principal Financial and
- ------------------------ Accounting Officer) July 23, 1998
Donald W. Fulton, Jr.
/s/ James E. Butler, Jr.
- ------------------------ Director July 23, 1998
James E. Butler, Jr.
/s/ Elmon T Gray
- ------------------------ Director July 23, 1998
Elmon T. Gray
/s/ Horace R. Higgins, Jr.
- ------------------------ Director July 23, 1998
Horace R. Higgins, Jr.
/s/ Ben P. Kanak
- ------------------------ Director July 23, 1998
Ben P. Kanak
/s/ John A. Ramsey, Jr.
- ------------------------ Director July 23, 1998
John A. Ramsey, Jr.
/s/ Robert E. Spencer, Jr.
- ------------------------ Director July 23, 1998
Robert E. Spencer, Jr.
/s/ James C. Stewart
- ------------------------ Director July 23, 1998
James C. Stewart
Pursuant to the requirements of the Securities Act of 1933, the Virginia
Bankers Association Master Defined Contribution Plan for James River Bankshares,
Inc. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Suffolk, Commonwealth
of Virginia, on July 29, 1998.
Virginia Bankers Association Master
Defined Contribution Plan for James
River Bankshares, Inc.
By: /s/ Bette J. Albert
Title: Vice President-Virginia
Bankers Association Benefits Corporation
(Plan Trustee)
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith unless otherwise indicated:
Sequential
Page
Number Description Number
------ ----------- ----------
4.1 Articles of Incorporation of James River *
Bankshares, Inc. (incorporated herein by
reference to the Registrant's Registration
Statement on Form S-4, as amended,
Registration No. 33-88322, filed with the
Securities and Exchange Commission on
January 6, 1995).
4.2 Bylaws of James River Bankshares, Inc. *
(incorporated herein by reference to the
Registrant's Registration Statement on Form
S-4, as amended, Registration No. 33-88322,
filed with the Securities and Exchange
Commission on January 6, 1995).
4.3 Form of James River Bankshares, Inc. Common *
Stock Certificate (incorporated by reference
to the Registrant's Registration Statement on
Form S-4, as amended, Registration No.
33-88322, filed with the Securities and
Exchange Commission on January 6, 1995).
**23.1 Goodman & Company, L.L.P.
24 Powers of Attorney (included on the
signature pages of this Registration
Statement).
* Not filed herewith. In accordance with Rule 12b-32 of the General Rules
and Regulations under the Securities Exchange Act of 1934, the exhibit is
incorporated by reference.
** Filed herewith.
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of James River Bankshares, Inc. on Form S-8 of our report dated
January 30, 1998, incorporated by reference in James River Bankshares, Inc.'s
1997 Annual Report on Form 10-K and appearing in James River Bankshares, Inc.'s
1997 Annual Report to Shareholders.
/s/ Goodman & Company, L.L.P.
Petersburg, Virginia
August 4, 1998
