Registration No. 333-04623
As Filed with the Securities and Exchange Commission on July 26, 1996
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 6 pages.
Exhibit Index appears on page 5
<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(4)
Rights to Purchase Series
A Junior Participating
Preferred Stock, $20.00
par value (3) 2,000,000 (1) N/A N/A $100(4)
========================= =================== ====================== ====================== ======================
</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.
(4) Fees previously paid.
2
<PAGE>
PART II.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The purpose of this Registration Statement is to replace Exhibit 5.1 to
the Registration Statement. 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) and information included in its Registration Statement on
Form S-8 No. 333-04623 (filed on May 28, 1996).
Item 8. Exhibits
See Exhibit Index.
3
<PAGE>
SIGNATURES
The Registrant.
Pursuant to Rule 478 under the General Rules and Regulations of the
Securities Act of 1933, the Registrant has duly caused this Post-Effective
Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on July 24, 1996.
SIGNET BANKING CORPORATION
Registrant
By:/s/ SARA R. WILSON
Sara R. Wilson
Executive Vice President, General
Counsel and Corporate Secretary
4
<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 6
& 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 (Incorporated by reference to the
Registration Statement on Form S-8 dated May 28,
1996)
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
5
Exhibit 5.1
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 2,000,000 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.
6
