022996
33 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNET BANKING CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-6037910
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7 North Eighth Street
Richmond, Virginia 23219
(804) 771-7416
(Address, including zip code and telephone number,
of Principal Executive Offices)
SIGNET BANKING CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Sara R. Wilson, Esquire
Executive Vice President, General Counsel and Corporate Secretary
Signet Banking Corporation
7 North Eighth Street
Richmond, Virginia 23219
(804) 771-7416
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to
Wellford L. Sanders, Jr., Esquire
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
Richmond, Virginia 23219
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of the registration statement.
This is page 1 of 26 pages.
Exhibit Index appears on page 14
<PAGE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ------------------------------------------------------------------------------
Common Stock
$5.00 par
value 300,000 (1) $26.625 (2) $7,987,500 $2,755
- ------------------------------------------------------------------------------
Rights to
Purchase
Series A
Junior
Participating
Preferred
Stock, $20.00
par value (3) 300,000 (1) N/A N/A $100
- ------------------------------------------------------------------------------
(1) Represents the maximum number of shares of Common Stock of Signet
Banking Corporation (the "Company") that may be offered and sold hereunder.
(2) Estimated solely for purposes of calculating the registration
fee. Based on the average of the high and low prices for the Common Stock
reported on the New York Stock Exchange on March 1, 1996.
(3) The Rights to purchase Series A Junior Participating Preferred
Stock will be attached to and will trade with shares of the Common Stock of
the Registrant. Value attributable to such Rights, if any, will be
reflected in the market price of the shares of Common Stock of the
Registrant. The fee paid represents the minimum statutory fee pursuant to
Section 6(b) of the Securities Act of 1933.
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The Company and the Signet Banking Corporation 1996 Non-Employee
Directors Stock Option Plan (the "Plan") hereby incorporate by reference
into this Registration Statement the documents listed below which have been
filed with the Securities and Exchange Commission.
(a) The Company's latest annual report on Form 10-K filed pursuant to
Section 13 or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act which contains,
either directly or by incorporation by reference, audited financial
statements for the Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus referred to in (a) above.
(c) The Company's definitive proxy statement filed pursuant to
Section 14 of the Exchange Act in connection with the latest annual meeting
of its shareholders, and any definitive proxy statements so filed in
connection with any subsequent special meetings of its shareholders.
(d) The description of the class of securities to be offered which is
contained in a registration statement filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
Each document or report subsequently filed by the Company and the Plan
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act after the date of this Registration Statement, but prior to
the filing of a posteffective amendment to this Registration Statement
which indicates that all securities offered by this Registration Statement
have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement. Each document or report incorporated into this
Registration Statement by reference shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with
the Commission until the information contained therein is superseded or
updated by any subsequently filed document which is incorporated by
reference into this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Certain legal matters in connection with the Signet Banking
Corporation 1996 Non-Employee Directors Stock Option Plan and the Common
Stock offered hereby are being passed upon for the Company by the law firm
of McGuire, Woods, Battle & Boothe, L.L.P.
The consolidated financial statements of Signet Banking Corporation
(the "Company") incorporated by reference in the Company's annual report
(Form 10-K) for the year ended December 31, 1994, have been audited by
Ernst & Young L.L.P., independent auditors, as set forth in their report
thereon incorporated by reference therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein
by reference in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnification, in certain circumstances, by a corporation of any
person threatened with or made a party to any action, suit or proceeding by
reason of the fact that he or she is, or was, a director, officer, employee
or agent of such corporation. Indemnification is also authorized with
respect to a criminal action or proceeding where the person had no
reasonable cause to believe that his or her conduct was unlawful. Article
9 of the Virginia Stock Corporation Act provides limitations on damages by
officers and directors, except in cases of willful misconduct or knowing
violation of the criminal law.
The registrant's Restated Articles of Incorporation, as amended,
provide for mandatory indemnification of any director or officer of the
registrant who is or was a party to any proceeding by reason of the fact
that he or she is or was a director or officer of the registrant or is or
was serving the registrant or any other legal entity in any capacity at the
request of the registrant while a director or officer of the registrant
against all liabilities and expenses incurred in the proceeding, except
such liabilities and expenses as are incurred because of such director's or
officer's willful misconduct or knowing violation of the criminal law.
The registrant's Restated Articles of Incorporation, as amended, also
provide that in every instance permitted under Virginia corporate law in
effect from time to time, the liability of a director or officer of the
registrant to the registrant or its shareholders shall not exceed one
dollar.
The registrant maintains a standard policy of officers' and directors'
liability insurance.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
The undersigned registrant hereby undertakes or acknowledges:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(1) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(i) 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;
(ii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Exchange Act 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.
(3) To remove from registration by means of a posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act, and each
filing of the Plan's annual report pursuant to section 15(d) of the
Exchange Act that is incorporated by reference in the 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, 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 its 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
The Registrant.
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 Richmond, Commonwealth of
Virginia, on February 29, 1996.
SIGNET BANKING CORPORATION
Registrant
By:/s/ Sara R. Wilson
----------------------------
Sara R. Wilson, Esquire
Corporate Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities indicated on February 29, 1996.
Chairman of the Board, Chief
- ---------------------------- Executive Officer, and Director
Robert M. Freeman (Principal Executive Officer)
/s/ Malcolm S. McDonald President, Chief Operating
- ---------------------------- Officer and Director
Malcolm S. McDonald
/s/ Wallace B. Millner, III Senior Executive Vice President and
- ---------------------------- Chief Financial Officer
Wallace B. Millner, III (Principal Financial Officer)
/s/ W. H. Catlett, Jr. Executive Vice President
- ---------------------------- and Controller
W. H. Catlett, Jr. Principal Accounting Officer)
/s/ J. Henry Butta Director
- ----------------------------
J. Henry Butta
Director
- ----------------------------
Norwood H. Davis, Jr.
/s/ William C. DeRusha Director
- ----------------------------
William C. DeRusha
Director
- ----------------------------
C. Stephenson Gillespie, Jr.
- ---------------------------- Director
Bruce C. Gottwald, Jr.
/s/ William R. Harvey Director
- ----------------------------
William R. Harvey
/s/ Elizabeth G. Helm Director
- ----------------------------
Elizabeth G. Helm
/s/ Robert M. Heyssel Director
- ----------------------------
Robert M. Heyssel
/s/ Henry A. Rosenberg, Jr. Director
- ----------------------------
Henry A. Rosenberg, Jr.
/s/ Louis B. Thalheimer Director
- ----------------------------
Louis B. Thalheimer
<PAGE>
EXHIBITS
TO
SIGNET BANKING CORPORATION
REGISTRATION STATEMENT ON FORM S-8
<PAGE>
Exhibit Index
The following exhibits are filed herewith as part of this Registration
Statement:
Exhibit Page
No. No.
5.1 Opinion and Consent of McGuire, Woods,
Battle & Boothe, L.L.P., Counsel to the
Company as to the validity of the Common
Stock offered hereunder 15
24.1 Consent of Independent Auditors 17
24.2 Consent of McGuire, Woods, Battle
& Boothe, L.L.P. (included in Exhibit 5.1)
28.1 Signet Banking Corporation
1996 Non-Employee Directors Stock Option Plan 18
Exhibit 5.1
March 1, 1996
Signet Banking Corporation
7 North 8th Street
Richmond, Virginia 23219
Ladies and Gentlemen:
We have acted as counsel for Signet Banking Corporation (the
"Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities Exchange
Commission pursuant to the Securities Act of 1933, as amended, with respect
to the offering of up to 300,000 shares of common stock, $5.00 par value
per share (the "Common Stock"), and attached Rights to Purchase Series A
Junior Participating Preferred Stock, $20.00 par value per share (the
"Rights"), to be issued pursuant to the Signet Banking Corporation 1996
Non-Employee Directors Stock Option Plan (the "Plan").
In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
Company's documents and records and such public documents and records as we
have deemed necessary as a basis for the opinion expressed below.
Based upon the foregoing, and having due regard for such
legal considerations as we have deemed relevant, we are of the opinion
that:
1. The Company is a corporation duly organized and validly
existing under the laws of the Commonwealth of Virginia.
2. The Common Stock to be offered through the Plan has
been duly authorized, and when issued upon the terms set forth in the Plan,
will be validly issued, fully paid and non-assessable.
3. We reaffirm our opinion regarding the Rights given to
the Company's Board of Directors as confirmed in our letter of May 23,
1989, a copy of which is filed as a part of Exhibit 5 to the Company's
Registration Statement on Form S-3 (Registration No. 33-46012) and is
incorporated herein by reference.
In our opinion regarding the rights referred to above, we
discussed whether certain provisions of Section 13.1-638 of the Virginia
Code might prohibit the restrictions on transfer imposed under the
agreement governing the Rights. Subsequent to the date of such opinion,
the Virginia Code was amended to provide that, notwithstanding such
provisions of Section 13.1-638, the terms of rights issued by a corporation
may include restrictions on transfer by designated persons or classes of
persons.
We hereby consent to the filing of this Opinion as an
exhibit to the Registration Statement and to the reference to us under the
caption "Interests of Named Experts and Counsel " in the Registration
Statement.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 24.1
CONSENT OF ERNST & YOUNG L.L.P.
INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Interests of Named Experts and Counsel" in the Registration Statement
(Form S-8) and in the related Prospectus pertaining to the 1996 Non-
Employee Directors Stock Option Plan of Signet Banking Corporation and to
the incorporation by reference therein of our report dated January 24, 1995
(except for Note U, as to which the date is February 28, 1995), with
respect to the consolidated financial statements of Signet Banking
Corporation incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young L.L.P.
Richmond, Virginia
March 1, 1996
EXHIBIT 28.1
SIGNET BANKING CORPORATION
1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1. Purpose. The purpose of the Signet Banking Corporation 1996
Non-Employee Directors Stock Option Plan (the "Plan") is to encourage
ownership in the Company by non-employee members of the Board of Directors,
in order to promote long-term shareholder value and to provide non-employee
members of the Board with an incentive to continue as directors of the
Company.
2. Definitions. As used in the Plan, the following terms have
the meanings indicated:
(a) "Board" means the Board of Directors of the Company.
(b) "Company" means Signet Banking Corporation, a Virginia
corporation.
(c) "Company Stock" means the Common Stock of the Company
(including, but not limited to, rights, options or warrants for
the purchase of common or preferred stock of the Company issued
to shareholders generally). If the par value of the Company
Stock is changed, or in the event of a change in the capital
structure of the Company (as provided in Section 11), the shares
resulting from such a change shall be deemed to be the Company
Stock within the meaning of the Plan.
(d) "Date of Grant" means the date as of which a director is
automatically awarded an Option pursuant to Section 7.
(e) "Disability" means the inability to perform the services
to the Company as a director as determined by the Board, and such
determination shall be conclusive.
(f) "Effective Date" means January 15, 1996, subject to
approval by shareholders of the Company.
(g) "Eligible Director" means a director described in
Section 4.
(h) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(i) "Fair Market Value" means as of the date for which a
value determination is being made (or, if there were no trades on
such date, the next succeeding day on which Company Stock is
traded) (i) if the Company Stock is traded on an exchange the
average of the highest and lowest registered sales prices of the
Company Stock at which it is traded on such day on the exchange
on which it generally has the greatest trading volume, or (ii) if
the Company Stock is traded on the over-the-counter market, the
average between the lowest bid and highest asked prices as
reported by NASDAQ.
(j) "IRC" means the Internal Revenue Code of 1986, as
amended.
(k) "Option" or "Options" means the right to purchase
Company Stock subject to the terms and conditions set forth in
Section 7.
(l) "Rule 16b-3" means Rule 16b-3 of the Securities Exchange
Act of 1934. A reference in the Plan to Rule 16b-3 shall include
a reference to any corresponding rule (or number redesignation)
of any amendments to Rule 16b-3 enacted after the effective date
of the Plan's adoption.
(m) "Subsidiary" means, with respect to any corporation, a
corporation more than 50% of whose voting shares are owned
directly or indirectly by the Company.
3. Administration. The Plan shall be administered by the
Board. The award of Options under the Plan shall be automatic as described
in Section 7. However, the Board shall have all powers vested in it by the
terms of the Plan, including, without limitation, the authority (within the
limitations described herein) to prescribe the form of the agreement
applicable to evidence the award of Options under the Plan, to construe the
Plan, to determine all questions arising under the Plan, and to adopt and
amend rules and regulations for the administration of the Plan as it may
deem desirable. Any decision of the Board in the administration of the
Plan, as described herein, shall be final and conclusive. The Board may
act only by a majority of its members in office, except that members
thereof may authorize any one or more of their number or any officer of the
Company to execute and deliver documents on behalf of the Board. No member
of the Board shall be liable for anything done or omitted to be done by him
or any other member of the Board in connection with the Plan, except for
his own willful misconduct or as expressly provided by statute.
4. Participation in the Plan. Each director of the Company who
is not otherwise an employee of the Company or any Subsidiary and, if and
to the extent required by Rule 16b-3, was not an employee of the Company or
Subsidiary for a period of at least one year before the date of the grant
of an Option under the Plan, shall be eligible to participate in the Plan.
5. Stock Subject to the Plan. The maximum number of shares of
Company Stock that may be issued pursuant to the exercise of Options
granted pursuant to the Plan shall be 300,000, subject to adjustment as
provided in Section 11. Shares that have not been issued under the Plan
allocable to Options and portions of Options that expire or terminate
unexercised may again be subject to the award of a new Option. For
purposes of determining the number of shares that are available under the
Plan, such number shall include the number of shares surrendered by an
optionee in connection with the exercise of an Option.
6. Non-Statutory Stock Options. All Options granted under the
Plan shall be non-statutory in nature and shall not be entitled to special
tax treatment under Code Section 422.
7. Terms, Conditions and Award of Options. Each award of an
Option shall be evidenced by a written agreement in such form as the Board
shall from time to time approve, which agreement shall comply with and be
subject to the following terms and conditions:
(a) Automatic Award of Options. Options for the purchase of
shares of Company Stock shall be awarded at the times and for the
number of shares as follows:
(i) Each Eligible Director on the Effective Date of the
Plan shall automatically receive an Option to purchase 1,000
shares of Company Stock.
(ii) After the Effective Date as of January 15 and each
succeeding anniversary of such date, each director who is
then an Eligible Director shall automatically receive an
Option to purchase 1,000 shares of Company Stock.
(b) Option Exercise Price. The Option exercise price shall
be the Fair Market Value of the shares of Company Stock subject
to such Option on the Date of Grant.
(c) Options Not Transferable. An Option shall not be
transferable by the optionee otherwise than by will, or by the
laws of descent and distribution, and shall be exercised during
the lifetime of the optionee only by him. An Option transferred
by will or by the laws of descent and distribution may be
exercised by the optionee's personal representative as provided
in Section 7(e). No Option or interest therein may be
transferred, assigned, pledged or hypothecated by the optionee
during his lifetime, whether by operation of law or otherwise, or
be made subject to execution, attachment or similar process.
(d) Exercise of Options. An Option shall be exercisable on
the six-month anniversary of the Date of Grant; provided,
however, that no Option may be exercised:
(i) before the Plan is approved by shareholders of the
Company and all applicable federal and state securities laws
have been complied with;
(ii) if the optionee is not an Eligible Director or
later than twenty-four months after the date he or she
ceases to be an Eligible Director and only to the extent the
Option was exercisable on the date he or she ceases to be an
Eligible Director;
(iii) if sooner terminated in accordance with the terms
of the Plan or the Option, or later than ten (10) years from
the Date of Grant; and
(iv) except by written notice to the Company (as
provided in the Option) at its principal office, stating the
number of shares of Company Stock the optionee has elected
to purchase, accompanied by payment in cash and/or by
delivery to the Company of shares of Company common stock
owned by the optionee at least six months (valued at Fair
Market Value on the date of exercise) in the amount of the
full Option exercise price for the shares of Company Stock
being acquired thereunder.
(e) Death of the Optionee. In the event of the optionee's
death within the period the optionee could have exercised the
Option, the Option may be exercised by the optionee's personal
representative within one year from the date of death to the
extent and in the manner the optionee could have exercised the
Option on the date of death.
8. Reduction in Awards. If at any time under the Plan there
are not sufficient shares available to fully permit the automatic awards of
Options described in paragraphs 7(a), the awards shall be reduced pro rata
(to zero if necessary) so as not to exceed the number of shares available.
9. Termination. The Plan shall terminate upon the earlier of:
(a) the adoption of a resolution of the Board terminating
the Plan;
(b) the date shares of Company Stock are no longer available
under the Plan for the automatic award of Option shares; or
(c) the close of business on January 14, 2006.
No termination of the Plan shall without his or her consent materially and
adversely affect any of the rights or obligations of any person under any
Option previously awarded under the Plan.
10. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan
nor the grant of an Option, nor any other action taken pursuant to the
Plan, shall constitute or be evidence of any agreement or understanding,
express or implied, that the Company will retain any person as a director
for any period of time.
(b) No Shareholders Rights Under Options. An optionee shall
have no rights as a shareholder with respect to shares of Company Stock
covered by his or her Options until the date of exercise of the Option,
and, except as provided in Section 11, no adjustment will be made for
dividends or other rights for which the record date is prior to the date of
such exercise.
11. Changes in Capital Structure.
(a) If the number of outstanding shares of Company Stock is
increased or decreased as a result of a subdivision or consolidation of
shares, the payment of a stock dividend, stock split, spin-off, or any
other change in capitalization effected without receipt of consideration by
the Company (including, but not limited to, the creation or issuance to
shareholders generally of rights, options or warrants for the purchase of
common or preferred stock of the Company), the number and kind of shares of
stock or securities of the Company to be subject to the Plan, the maximum
number of shares or securities which may be delivered under the Plan, and
other relevant provisions shall be appropriately adjusted by the Board,
whose determination shall be binding and conclusive on all persons,
provided that in no event shall the rights or value of the Option be
enhanced as a result of such adjustment.
(b) Notwithstanding anything in the Plan to the contrary,
the Board may take the foregoing actions without the consent of any
Optionee, and the Board's determination shall be conclusive and binding on
all persons for all purposes.
12. Amendment of the Plan. The Board (except as provided below)
may suspend or discontinue the Plan or revise or amend the Plan in any
respect; provided, however, that without approval of the shareholders no
revision or amendment shall increase the number of shares of Company Stock
subject to the Plan (except as provided in Section 11) or materially
increase the benefits accruing to participants under the Plan. The Plan
shall not be amended more than once every six months other than an
amendment required to comply with changes in the Internal Revenue Code or
regulations thereunder.
13. Notice. All notices and other communications required or
permitted to be given under this Plan shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed first
class, postage prepaid, as follows: (a) if to the Company - at its
principal business address to the attention of the Secretary; (b) if to any
Optionee - at the last address of the Optionee known to the sender at the
time the notice or other communication is sent.
14. Construction. The terms of this Plan shall be governed by
the laws of the Commonwealth of Virginia.
