Table of Contents
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT
ON FORM S-3
UNDER THE SECURITIES ACT OF 1933
Virginia | 6022 | 54-2053718 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
Norfolk, Virginia 23510
(757) 217-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
President and Chief Executive Officer
Hampton Roads Bankshares, Inc.
999 Waterside Drive, 2nd Floor
Norfolk, Virginia 23510
(757) 217-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
William A. Old, Jr., Esq. Williams Mullen 999 Waterside Drive, Suite 1700 Norfolk, Virginia 23510 (757) 622-3366 | Hampton Roads Bankshares, Inc. 999 Waterside Drive Norfolk, Virginia 23510 Attention: Douglas J. Glenn, Suite 200 Executive Vice President, General Counsel and Chief Operating Officer (757) 217-3634 |
box.þ
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyþ | |||
(Do not check if a smaller reporting company) |
Table of Contents
Table of Contents
The information in this prospectus is not complete and may be changed. This prospectus is included in a registration statement that we filed with the Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Common Stock
Warrants
Stock Purchase Contracts
Units
S-1 | ||||||||
S-1 | ||||||||
S-2 | ||||||||
S-2 | ||||||||
S-4 | ||||||||
S-5 | ||||||||
S-5 | ||||||||
S-5 | ||||||||
S-6 | ||||||||
S-6 | ||||||||
S-9 | ||||||||
S-13 | ||||||||
S-13 | ||||||||
S-13 | ||||||||
S-15 | ||||||||
S-17 | ||||||||
S-18 | ||||||||
S-19 | ||||||||
S-20 | ||||||||
S-21 | ||||||||
EX-23.1 | ||||||||
EX-23.2 |
Table of Contents
S-1
Table of Contents
• | our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, as amended on April 26, 2011; | ||
• | our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011; | ||
• | our Current Reports on Form 8-K filed on January 5, 2011, February 3, 2011, February 25, 2011, March 9, 2011, March 31, 2011, May 2, 2011, May 9, 2011, May 11, 2011, May 12, 2011 and May 16, 2011 (other than the portions of those documents furnished or not otherwise deemed to be filed); and | ||
• | the description of our common stock set forth in our Registration Statement on Form 8-A filed August 2, 2006 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed with the SEC for the purpose of updating this description. |
S-2
Table of Contents
• | We incurred significant losses in 2009 and 2010 and through the first quarter of 2011 and may continue to do so in the future, and we can make no assurances as to when we will be profitable; | ||
• | The determination of the appropriate balance of our allowance for loan losses is merely an estimate of the inherent risk of loss in our existing loan portfolio and, like all estimates, may prove to be incorrect. If such estimate is proven to be incorrect, and we are required to increase our allowance for loan losses, our results of operations, financial condition and the value of our common stock could be adversely affected; | ||
• | Bank of Hampton Roads is restricted from accepting new brokered deposits, and an inability to maintain our regulatory capital position could adversely affect our operations; | ||
• | We may need to raise additional capital that may not be available to us; | ||
• | The Company has restated its financial statements, which may have a future adverse effect; | ||
• | The formal investigation by the Securities and Exchange Commission may harm our business; | ||
• | The Company has received a grand jury subpoena from the United States Department of Justice, Criminal Division and, although the Company is not a target, there can be no assurances as to the timing or eventual outcome of the related investigation; | ||
• | Current and future increases in Federal Deposit Insurance Corporation insurance premiums, including the FDIC special assessment imposed on all FDIC-insured institutions, will decrease our earnings. In addition, FDIC insurance assessments will likely increase from the prior inability to maintain a well-capitalized status, which would further decrease earnings; | ||
• | We have entered into a written agreement with the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions (the “Written Agreement”), which requires us to designate a significant amount of resources to complying with the agreement and may have a material adverse effect on our operations and the value of our securities; | ||
• | We have had and may continue to have large numbers of problem loans and difficulties with our loan administration, which could increase our losses related to loans; | ||
• | Governmental regulation and regulatory actions against us may impair our operations or restrict our growth; | ||
• | If the value of real estate in the markets we serve were to further decline materially, a significant portion of our loan portfolio could become further under-collateralized, which could have a material adverse effect on us; | ||
• | Our commercial real estate and equity line lending may expose us to a greater risk of loss and hurt our earnings and profitability; | ||
• | A significant amount of our loan portfolio contains loans used to finance construction and land development and these types of loans subject our loan portfolio to a higher degree of credit risk; | ||
• | Our lending on vacant land may expose us to a greater risk of loss and may have an adverse effect on results of operations; | ||
• | Difficult market conditions have adversely affected our industry; | ||
• | We are not paying dividends on our common stock and currently are prevented from doing so. The failure to resume paying dividends on our common stock may adversely affect us; | ||
• | Our ability to maintain adequate sources of funding may be negatively impacted by the current economic environment which may, among other things, impact our future ability to pay dividends or satisfy our obligations; | ||
• | Our ability to maintain adequate sources of liquidity may be negatively impacted by the current economic environment which may, among other things, impact our ability to pay dividends or satisfy our obligations; | ||
• | The current economic environment may negatively impact our ability to maintain required capital levels or otherwise negatively impact our financial condition, which may, among other things, limit access to certain sources of funding and liquidity; | ||
• | We may face increasing deposit-pricing pressures, which may, among other things, reduce our profitability; | ||
• | We may continue to incur losses if we are unable to successfully manage interest rate risk; |
S-3
Table of Contents
• | Our future success is dependent on our ability to compete effectively in the highly competitive banking industry; | ||
• | Our operations and customers might be affected by the occurrence of a natural disaster or other catastrophic event in our market area; | ||
• | We face a variety of threats from technology based frauds and scams; | ||
• | Virginia law and the provisions of our Articles of Incorporation and Bylaws could deter or prevent takeover attempts by a potential purchaser of our common stock that would be willing to pay you a premium for your shares of our common stock; | ||
• | Our business, financial condition, and results of operations are highly regulated and could be adversely affected by new or changed regulations and by the manner in which such regulations are applied by regulatory authorities; | ||
• | Banking regulators have broad enforcement power, but regulations are meant to protect depositors and not investors; | ||
• | The fiscal, monetary, and regulatory policies of the Federal Government and its agencies could have a material adverse effect on our results of operations; | ||
• | The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act may adversely affect our business, financial condition, and results of operations; | ||
• | The soundness of other financial institutions could adversely affect us; | ||
• | Because we may issue additional shares of common stock, your investment could be subject to dilution; and | ||
• | The market for our common stock historically has experienced significant price and volume fluctuations. |
S-4
Table of Contents
S-5
Table of Contents
S-6
Table of Contents
Investor Warrant | Number of Shares | |||
Anchorage Standard Warrant | 667,744.80 | |||
Anchorage Contingent Warrant | 333,872.40 | |||
CapGen Standard Warrant | 333,872.40 | |||
CapGen Contingent Warrant | 166,936.20 | |||
Carlyle Contingent Warrant | 333,872.40 |
1) | the written stay of the Written Agreement, and | ||
2) | the occurrence of a “Sale Event.” A Sale Event includes: |
a) | a consolidation or merger of the Company with or into another entity; | ||
b) | any sale of all or substantially all of the Company’s assets; | ||
c) | the acquisition by any person (other than CapGen) of (i) “control” of the Company or any of its subsidiaries, as such term is defined by the Bank Holding Company Act of 1956 or the Code of Virginia; | ||
d) | the acquisition by any person (including CapGen) of shares representing more than 50% of the outstanding common stock or more then 50% of the ordinary voting power represented by other outstanding voting securities of the Company; | ||
e) | any reclassification or exchange of outstanding shares of common stock into or for securities other than common stock; | ||
f) | the approval of any plan of liquidation or dissolution of the Company; or | ||
g) | the replacement of a majority of the Board of Directors over a two year period from the current Board of Directors, where such replacement has not been approved by the current Board of Directors or where such new directors are not replacing a prior designee of Anchorage, Carlyle or CapGen. |
S-7
Table of Contents
• | as consideration for or to fund the acquisition of businesses and/or related assets at fair market value; | ||
• | in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by our Board of Directors; | ||
• | in connection with public or broadly marketed offerings and sales of common stock or convertible securities for cash conducted by us or our affiliates pursuant to registration under the Securities Act, or Rule 144A thereunder on a basis consistent with capital-raising transactions by comparable financial institutions (but do not include other private transactions); and | ||
• | in connection with the exercise of preemptive rights on terms existing as of September 30, 2010. |
S-8
Table of Contents
S-9
Table of Contents
• | as consideration for or to fund the acquisition of businesses and/or related assets at fair market value; | ||
• | in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by our Board of Directors; | ||
• | in connection with public or broadly marketed offerings and sales of common stock or convertible securities for cash conducted by us or our affiliates in compliance with the registration requirements under the Securities Act, or Rule 144A under the Securities Act on a basis consistent with capital-raising transactions by comparable financial institutions (but do not include other private transactions); and | ||
• | in connection with the exercise of preemptive rights on terms existing as of the Amended TARP Warrant issue date. |
S-10
Table of Contents
S-11
Table of Contents
S-12
Table of Contents
S-13
Table of Contents
S-14
Table of Contents
• | as otherwise stated in the prospectus supplement; | ||
• | as otherwise stated in the certificate of designations establishing such series; or | ||
• | as required by applicable law. |
S-15
Table of Contents
• | the title of the warrants; | ||
• | the total number of warrants; | ||
• | the price or prices at which the warrants will be issued; | ||
• | the currency or currencies that investors may use to pay for the warrants; | ||
• | the designation and terms of the underlying securities purchasable upon exercise of the warrants; | ||
• | the price at which and the currency or currencies, including composite currencies, in which investors may purchase the underlying securities purchasable upon exercise of the warrants; | ||
• | the date on which the right to exercise the warrants will commence and the date on which the right will expire; | ||
• | whether the warrants will be issued in registered form or bearer form; | ||
• | information with respect to book-entry procedures, if any; | ||
• | if applicable, the minimum or maximum amount of warrants that may be exercised at any one time; | ||
• | if applicable, the designation and terms of the underlying securities with which the warrants are issued and the number of warrants issued with each underlying security; | ||
• | if applicable, the date on and after which the warrants and the related underlying securities will be separately transferable; | ||
• | if applicable, a discussion of material United States federal income tax considerations; | ||
• | the identity of the warrant agent, if any; | ||
• | the procedures and conditions relating to the exercise of the warrants; and | ||
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
S-16
Table of Contents
S-17
Table of Contents
• | whether the stock purchase contracts obligate the holder to purchase or sell, or both purchase and sell, our common stock or preferred stock, as applicable, and the nature and amount of each of those securities, or the method of determining those amounts; | ||
• | whether the stock purchase contracts are to be prepaid or not; | ||
• | whether the stock purchase contracts are to be settled by delivery, or by reference or linkage to the value, performance or level of our common stock or preferred stock; | ||
• | any acceleration, cancellation, termination or other provisions relating to the settlement of the stock purchase contracts; | ||
• | whether the stock purchase contracts will be issued in fully registered or global form; and | ||
• | any other terms of the stock purchase contracts. |
• | the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately; |
• | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and |
• | whether the units will be issued in fully registered or global form. |
S-18
Table of Contents
• | to or through underwriters or dealers; |
• | directly to other purchasers; |
• | through designated agents; or |
• | through a combination of any of these methods. |
• | at a fixed price or prices, which may be changed; |
• | at market prices prevailing at the time of sale; |
• | at prices related to prevailing market prices; or |
• | at negotiated prices. |
S-19
Table of Contents
S-20
Table of Contents
S-21
Table of Contents
Common Stock
Warrants
Stock Purchase Contracts
Units
Table of Contents
Securities and Exchange Commission Registration Fee | $ | 11,160 | ||
Accounting Fees and Expenses | * | |||
Legal Fees and Expenses | * | |||
Printing Expenses | * | |||
Miscellaneous Expenses | * | |||
Total | $ | * |
* | These fees depend on the securities offered and the number of issuances and cannot be estimated at this time. |
II-1
Table of Contents
Exhibit No. | Description | |
1.1 | Form of Underwriting Agreement relating to Preferred Stock.* | |
1.2 | Form of Underwriting Agreement relating to Common Stock.* | |
1.3 | Form of Underwriting Agreement relating to Warrants.* | |
1.4 | Form of Underwriting Agreement relating to Stock Purchase Contracts.* | |
1.5 | Form of Underwriting Agreement relating to Units.* | |
3.1 | Amended and Restated Articles of Incorporation of Hampton Roads Bankshares, Inc., attached as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2011, incorporated herein by reference, filed May 16, 2011. | |
3.2 | Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K dated September 24, 2009, incorporated herein by reference. | |
4.1 | Specimen of Common Stock Certificate, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.2 | Carlyle Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30. 2010, filed November 9, 2010. | |
4.3 | Anchorage Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.4 | Anchorage Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30. 2010, filed November 9, 2010. | |
4.5 | CapGen Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.6 | CapGen Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.7 | Amended and Restated Warrant for Purchase of Shares of Common Stock issued to the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed August 18, 2010. | |
4.8 | Letter Agreement, dated December 31, 2008, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed January 5, 2009. | |
4.9 | Exchange Agreement, dated August 12, 2010, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed August 18, 2010. | |
4.10 | Form of Preferred Stock Certificate.* | |
4.11 | Form of Warrant Certificate.* | |
4.12 | Form of Warrant Agreement.* |
II-2
Table of Contents
Exhibit No. | Description | |
4.13 | Form of Stock Purchase Contract.* | |
4.14 | Form of Unit Agreement.* | |
5.1 | Opinion of Williams Mullen.** | |
12.1 | Statement Regarding Computation of Ratios.* | |
23.1 | Consent of KPMG LLP.*** | |
23.2 | Consent of Yount, Hyde & Barbour, P.C.*** | |
23.3 | Consent of Williams Mullen (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included on the signature page hereto) |
* | To be filed, as applicable, by amendment or as an exhibit to a document incorporated by reference herein for the specific offering of securities, if any, to which it relates. | |
** | Previously filed. | |
*** | Filed herewith. |
(a) | The undersigned registrant hereby undertakes: |
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | ||
(iii) | 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: |
(B) | Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission 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 |
II-3
Table of Contents
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
(A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and | ||
(B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.Provided,however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | ||
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | ||
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | ||
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-4
Table of Contents
II-5
Table of Contents
HAMPTON ROADS BANKSHARES, INC. | ||||
By: | /s/ John A. B. Davies, Jr. | |||
John A. B. Davies, Jr. | ||||
President and Chief Executive Officer | ||||
SIGNATURE | CAPACITY | DATE | ||
/s/ John A. B. Davies, Jr. /s/ John A. B. Davies, Jr. | President, Chief Executive Officer, and Director (Principal Executive Officer) | May 20, 2011 | ||
/s/ Stephen P. Theobald | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | May 20, 2011 | ||
/s/ Lorelle L. Fritsch | Senior Vice President and Chief Accounting Officer and Controller (Principal Accounting Officer) | May 20, 2011 |
Table of Contents
SIGNATURE | CAPACITY | DATE | ||
/s/ Henry P. Custis, Jr. | Chairman of the Board | May 20, 2011 | ||
Henry P. Custis, Jr. | ||||
/s/ Douglas J. Glenn | Director, Executive Vice President, Chief Operating Officer, and General Counsel | May 20, 2011 | ||
/s/ Patrick E. Corbin | Director | May 20, 2011 | ||
Patrick E. Corbin | ||||
/s/ William A. Paulette | Director | May 20, 2011 | ||
William A. Paulette | ||||
/s/ Billy G. Roughton | Director | May 20, 2011 | ||
Billy G. Roughton | ||||
/s/ Jordan E. Slone | Director | May 20, 2011 | ||
/s/ W. Lewis Witt | Director | May 20, 2011 | ||
W. Lewis Witt | ||||
/s/ Randal K. Quarles | Director | May 20, 2011 | ||
/s/ Hal F. Goltz | Director | May 20, 2011 | ||
/s/ Robert B. Goldstein | Director | May 20, 2011 | ||
Robert B. Goldstein |
Table of Contents
Exhibit | Document | |
1.1 | Form of Underwriting Agreement relating to Preferred Stock.* | |
1.2 | Form of Underwriting Agreement relating to Common Stock.* | |
1.3 | Form of Underwriting Agreement relating to Warrants.* | |
1.4 | Form of Underwriting Agreement relating to Stock Purchase Contracts.* | |
1.5 | Form of Underwriting Agreement relating to Units.* | |
3.1 | Amended and Restated Articles of Incorporation of Hampton Roads Bankshares, Inc., attached as Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2011, incorporated herein by reference, filed May 16, 2011. | |
3.2 | Bylaws of Hampton Roads Bankshares, Inc., as amended, attached as Exhibit 3.4 to the Registrant’s Current Report on Form 8-K dated September 24, 2009, incorporated herein by reference. | |
4.1 | Specimen of Common Stock Certificate, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.2 | Carlyle Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30. 2010, filed November 9, 2010. | |
4.3 | Anchorage Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.4 | Anchorage Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30. 2010, filed November 9, 2010. | |
4.5 | CapGen Contingent Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.6 | CapGen Standard Warrant for Purchase of Shares of Common Stock, incorporated by reference from the Registrant’s Form 10-Q for the quarter ended September 30, 2010, filed November 9, 2010. | |
4.7 | Amended and Restated Warrant for Purchase of Shares of Common Stock issued to the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed August 18, 2010. | |
4.8 | Letter Agreement, dated December 31, 2008, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed January 5, 2009. | |
4.9 | Exchange Agreement, dated August 12, 2010, by and between Hampton Roads Bankshares, Inc. and the United States Department of the Treasury, incorporated by reference from the Registrant’s Form 8-K, filed August 18, 2010. | |
4.10 | Form of Preferred Stock Certificate.* | |
4.11 | Form of Warrant Certificate.* |
Table of Contents
Exhibit | Document | |
4.12 | Form of Warrant Agreement.* | |
4.13 | Form of Stock Purchase Contract.* | |
4.14 | Form of Unit Agreement.* | |
5.1 | Opinion of Williams Mullen** | |
12.1 | Statement Regarding Computation of Ratios* | |
23.1 | Consent of KPMG LLP*** | |
23.2 | Consent of Yount, Hyde & Barbour, P.C. *** | |
23.3 | Consent of Williams Mullen (included in Exhibit 5.1) | |
24.1 | Power of Attorney (included on the signature page hereto) |
* | To be filed, as applicable, by amendment or as an exhibit to a document incorporated by reference herein for the specific offering of securities, if any, to which it relates. | |
** | Previously filed. | |
*** | Filed herewith. |