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
1992 STOCK OPTION PLAN
(As Amended and Restated January 24, 1995)
(formerly 1992 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
This is page 1 of 10 pages.
Exhibit Index appears on page 8
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of
Securities Amount Proposed Maximum Proposed Maximum
to be to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C>
Common Stock
$5.00 par value 2,000,000 (1) $26.75 (2) $53,500,000 $18,449
Rights to Purchase
Series A Junior
Participating
Preferred Stock, 2,000,000 (1) N/A N/A $100
$20.00 par value (3)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 May 24, 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
The purpose of this Registration Statement is to register 2,000,000
additional shares of Common Stock, $5.00 par value, of Signet Banking
Corporation, issuable pursuant to stock options granted or to be granted under
the 1992 Stock Option Plan (as amended and restated January 24, 1995) and
2,000,000 additional associated Rights to purchase Series A Junior Participating
Preferred Stock, $20.00 par value. The Registrant hereby incorporates by
reference all information included in its Registration Statement on Form S-8 No.
33-47590 (filed on May 1, 1992).
Item 8. Exhibits
See Exhibit Index.
<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 April 23,
1996.
SIGNET BANKING CORPORATION
Registrant
By:/s/ ROBERT M. FREEMAN
--------------------------
Robert M. Freeman
Chairman of the Board
and Chief Operating Officer
<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 April 23, 1996.
/S/ ROBERT M. FREEMAN 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
/S/ NORWOOD H. DAVIS, JR. Director
- --------------------------
Norwood H. Davis, Jr.
/S/ WILLIAM C. DERUSHA Director
- ---------------------------
William C. DeRusha
/S/ C. STEPHENSON GILLISPIE, JR. Director
- ---------------------------.
C. Stephenson Gillispie, Jr
Director
- ---------------------------
Bruce C. Gottwald, Jr.
Director
- ---------------------------
William R. Harvey
/s/ ELIZABETH G. HELM Director
- ---------------------------
Elizabeth G. Helm
<PAGE>
/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.
4.1 Articles of Incorporation, as amended (Incorporated
by reference to Exhibit 3.1 to Annual Report on
Form 10-K for the fiscal year ended
December 31, 1992)
4.2 Bylaws, as amended (Incorporated by reference
to Exhibit 3.2 to Annual Report on Form 10-K
for the fiscal year ended December 31, 1992)
4.3 Rights Agreement dated as of May 23, 1989
between the Registrant and Mellon Bank, N.A.
(Incorporated by reference to Registration
Statement on Form 8-A dated June 1, 1989)
5.1 Opinion of McGuire, Woods, Battle 9
& Boothe, L.L.P., Counsel to the
Company as to the validity of the Common
Stock offered hereunder
24.1 Consent of Ernst & Young, LLP, Independent Auditors 10
24.2 Consent of McGuire, Woods, Battle
& Boothe, L.L.P. (included in Exhibit 5.1)
25 Powers of Attorney (Incorporated by reference to
Registration Statement on Form S-8 filed May 1,
1992)
99.1 1992 Stock Option Plan (as amended and restated
January 24, 1995) filed as Exhibit A to Registrant's
definitive Proxy Statement dated March 28, 1995 for
the Annual Meeting of Shareholders held on April 25,
1995, is expressly incorporated by reference
Exhibit 5.1
Letterhead of McGuire, Woods, Battle & Boothe, L.L.P.
May 28, 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 200,000 additional 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 1992 Stock Option Plan (as
amended and restated January 24, 1995) (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.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe, L.L.P.
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
INDEPENDENT AUDITORS
.We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1992 Stock Option Plan of Signet Banking
Corporation of our report dated April 8, 1996, 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, 1995 filed with
the Securities Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
May 23, 1996
