As filed with the Securities and Exchange Commission on July 30, 2001
Registration No. 333-60346
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
FIRST VIRGINIA BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0497561
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation of Organization)
One First Virginia Plaza
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
703/241-4000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices )
JAMES RIVER BANKSHARES, INC.
1996 EMPLOYEE STOCK OPTION PLAN AND
FIRST COLONIAL SAVINGS BANK INCENTIVE
STOCK OPTION PLAN
____________________________________________________________________________
(Full Title of the Plan)
CHRISTOPHER M. COLE, ESQ.
Vice President and Assistant General Counsel
FIRST VIRGINIA BANKS, INC.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
(703) 241-4486
(Name, address and telephone number, including area code,
of agent for service)
___________________________
EXPLANATORY NOTE
This Post-Effective Amendment No.1 to Form S-4 Registration Statement
on Form S-8 filed by First Virginia Banks, Inc. (the "Registrant") relates to
126,798 shares of the Registrant's common stock, par value $1.00 per share
(and associated preferred share purchase rights), which were previously
registered on the Registrant's Registration Statement on Form S-4 (File No.
333-60346) and are being transferred to this Registration Statement on Form
S-8.
___________________________
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by First Virginia Banks, Inc. (the
"Company" or "First Virginia") with the Securities and Exchange Commission
(the "Commission") under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, as filed with the Commission on March 29, 2001;
(b) The Company's Quarterly Report on Form 10-Q filed with the
Commission on May 14, 2001;
(c) The description of the Company's Common Stock, par value $1.00
per share, contained in the Company's Registration Statement on Form 8-A filed
with the Commission on February 23, 1971 with respect to such Common Stock,
including any amendment or report filed for the purposes of updating such
description;
(d) The Company's Registration Statement on Form 8-A dated August 1,
1988, as amended on August 27, 1997, relating to the Company's Rights
Agreement; and
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year referred to in (a) above; and
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange 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 remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby has been passed upon
by Christopher M. Cole, Esquire, Vice President and Assistant General Counsel
to the Company.
Item 6. Indemnification of Directors and Officers
Section 13.1-697 of the Virginia Stock Corporation Act (the
"Corporation Act") allows, in general, for indemnification by a Virginia
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 or
officer of such corporation if such director or officer conducted himself in
good faith and believed, with respect to acts in his official capacity, that
his conduct was in the best interests of the corporation and, with respect to
all other acts, that his conduct was not opposed to the best interests of the
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. However, a Virginia corporation may not
indemnify a director or officer under Section 13.1-697 to the extent such a
director or officer is adjudged liable to the corporation in an action by or
in the right of the corporation or is adjudged liable on the basis that
personal benefit was improperly received by him in any other proceeding,
whether or not involving action in his official capacity.
Section 13.1-692.1 of the Corporation Act provides limitations on
damages payable by directors and officers in actions by or in the right of
the corporation or by or on behalf of stockholders of the corporation except
in cases of willful misconduct or knowing violation of the criminal law or
any of the federal or state securities law, including any claim of unlawful
insider trading or manipulation of the market for any security.
Article VI of First Virginia Banks, Inc.'s Articles of Incorporation,
as amended as of the date hereof, mandates the indemnification of its
directors, advisory directors and officers against all liabilities, fines,
penalties and claims imposed upon them (including amounts paid in settlement
and reasonable expenses) resulting from proceedings instituted against them
by third parties or by or on behalf of First Virginia itself except for such
liabilities and expenses that are incurred as a result of such person's
willful misconduct or knowing violation of criminal law. Subsection (a) of
Article VI provides that First Virginia, upon a majority vote of the
disinterested directors, may contract in advance to provide such
indemnification and to advance the expenses of such director, advisor
director or officer.
Subsection (b) of Article VI requires the advancement of expenses
reasonable incurred by a director, advisory director or officer in a
proceeding upon receipt of an undertaking from him to repay the amounts
advanced if it is ultimately determined that he is not entitled to
indemnification. If, however, a determination has been made that the
director, advisory director or officer is not entitled to be indemnified,
expenses need not be advanced.
Subsection (c) of Article VI authorizes First Virginia to provide
indemnification and make advances and reimbursements to a lesser extent or to
the same extent as it provides to its directors, advisory directors and
officers to other persons including its present and former employees and
agents and the directors, advisory directors and officers of its subsidiaries
and affiliates. First Virginia may also contract in advance to provide such
indemnification.
Subsection (d) of Article VI provides that in any proceeding brought
by a stockholder in the right of First Virginia or brought by or on behalf of
the stockholders of First Virginia, no damages may be assessed against a
director, advisory director or officer of First Virginia arising out of a
single transaction, occurrence, or course of conduct. This elimination of
liability is not applicable if the director, advisory director or officer
engages in willful misconduct or a knowing violation of criminal law or of
any federal or state securities law.
Subsection (e) of Article VI provides that provisions of Article VI
shall be applicable from and after its adoption even though some or all of
the underlying conduct or events relating to the proceeding with respect to
which indemnity is claimed may have occurred before such adoption. Further,
no amendment, modification, or repeal of Article VI shall diminish the rights
provided thereunder to any person arising from events that occurred prior to
such amendment, modification or repeal.
Subsection (f) of Article VI provides that First Virginia may purchase
and maintain insurance to indemnify it against liability assumed by First
Virginia by Article VI and may also purchase and maintain insurance on behalf
of any person who is or was a director, advisory director, officer, employee
or agent of First Virginia or is or was serving at the request of First
Virginia as a director, officer, employee or agent of another entity against
any liability or expenses incurred by such person in any such capacity or
arising from the person's status as such, whether or not First Virginia would
have the power to indemnify the person against such liability under the
provisions of Article VI.
First Virginia maintains a Directors and Officers Liability Insurance
Policy issued by Federal Insurance Company (part of the Chubb group of
Insurance Companies) in the aggregate annual amount of $50 million. This
policy provides coverage up to 100% of its face amount. In general, the
policy insures (i) First Virginia's directors and officers and those of its
affiliates against loss by reason of their wrongful acts, and/or (ii) First
Virginia against claims against the directors and officers by reason of their
wrongful acts for which First Virginia is required to indemnify or pay, all
as such terms are defined in the policies and subject to the terms and
conditions contained therein.
Certain rules of the Federal Deposit Insurance Corporation limit the
ability of certain depository institutions, their subsidiaries and their
affiliated depository institution holding companies to indemnify affiliated
parties, including institution directors. In general, subject to the ability
to purchase directors and officers liability insurance and to advance
professional expenses under certain circumstances, the rules prohibit such
institutions from indemnifying a director for certain costs incurred with
regard to an administrative or enforcement action commenced by any federal
banking agency that results in a final order or settlement pursuant to which
the director is assessed a civil money penalty, removed from office,
prohibited from participating in the affairs of an insured depository
institution or required to cease and desist from or take an affirmative
action described in Section 8(b) of the Federal Deposit Insurance Act (12
U.S.C. Sec. 1818(b)).
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
The following exhibits are filed as a part of this Registration
Statement.
Number Description
4 Restated Articles of Incorporation of the Company, as amended,
which are incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
filed with the Commission on August 13, 1998.
4.2 Restated Bylaws of the Company which are incorporated by reference
to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the Commission on
March 29, 2001.
4.3 Amended and Restated Rights Agreement dated as of July 29, 1988,
as amended as of August 27, 1997, between the Company and
Registrar and Transfer Company, Rights Agent, which is
incorporated by reference to Exhibit 1 filed under Form 8-A/A,
filed with the Commission on September 29, 1997.
5 Opinion of Christopher M. Cole, Vice President and Assistant
General Counsel to the Company.
23.1 Consent of Christopher M. Cole, Vice President and Assistant
General Counsel to the Company, which is contained in his opinion
filed as Exhibit 5.
23.2 Consent of KPMG LLP.
23.3 Consent of Ernst & Young LLP.
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 (the "Securities Act");
(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;
(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 set
forth 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
with or furnished to the Commission by the Company 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, 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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or 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 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, First
Virginia Banks, Inc. 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 County of Fairfax, State of
Virginia, on this 25th day of July, 2001.
FIRST VIRGINIA BANKS, INC.
/s/ Barry J. Fitzpatrick
By_________________________________________
Barry J. Fitzpatrick, Chairman of the Board,
President and Principal Executive Officer
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 July 25, 2001.
/s/ Barry J. Fitzpatrick /s/ Richard F. Bowman
__________________________________ __________________________________
Name: Barry J. Fitzpatrick Name: Richard F. Bowman
Title: Chairman of the Board, President Title: Principal Financial Officer
and Principal Executive Officer and Principal Accounting Officer
/s/ Jennifer S. Banner /s/ Edward L. Breeden, III
__________________________________ __________________________________
Name: Jennifer S. Banner Name: Edward L. Breeden, III
Title: Director Title: Director
/s/ Paul H. Geithner, Jr. /s/ L. H. Ginn, III
__________________________________ __________________________________
Name: Paul H. Geithner, Jr. Name: L. H. Ginn, III
Title: Director Title: Director
/s/ Edward M. Holland
__________________________________ __________________________________
Name: Edward M. Holland Name: Lawrence T. Jennings
Title: Director Title: Director
/s/ Eric C. Kendrick /s/ W. Lee Phillips, Jr.
__________________________________ ____________________________________
Name: Eric C. Kendrick Name: W. Lee Phillips, Jr.
Title: Director Title: Director
__________________________________ ____________________________________
Name: Joseph W. Richmond, Jr. Name: Lynda S. Vickers-Smith
Title: Director Title: Director
/s/ Robert H. Zalokar /s/ Albert F. Zettlemoyer
__________________________________ ____________________________________
Name: Robert H. Zalokar Name: Albert F. Zettlemoyer
Title: Director Title: Director
II - 5
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
First Virginia Banks, Inc.
Exhibit Description
4 Restated Articles of Incorporation of the Company, as amended,
which are incorporated by reference to Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1998,
filed with the Commission on August 13, 1998.
4.2 Restated Bylaws of the Company which are incorporated by reference
to Exhibit 3(ii) to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the Commission on
March 29, 2001.
4.3 Amended and Restated Rights Agreement dated as of July 29, 1988,
as amended as of August 27, 1997 between the Company and Registrar
and Transfer Company, Rights Agent, which is incorporated by
reference to Exhibit 1 filed under Form 8-A/A, filed with the
Commission on September 29, 1997.
5 Opinion of Christopher M. Cole, Vice President and Assistant
General Counsel to the Company.
23.1 Consent of Christopher M. Cole, Vice President and Assistant
General Counsel to the Company, which is contained in his opinion
filed as Exhibit 5.
23.2 Consent of KPMG LLP.
23.3 Consent of Ernst & Young LLP.
EXHIBIT 5
[FVBI Letterhead]
July 25, 2001
First Virginia Banks, Inc.
6400 Arlington Boulevard
Falls Church, Virginia 22042-2336
Re: Registration Statement on Form S-8 Relating to the James River
Bankshares, Inc. 1996 Employee Stock Option Plan and First
Colonial Savings Bank Incentive Stock Option Plan
Ladies and Gentlemen:
I am familiar with the proceedings taken by First Virginia Banks, Inc.
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended, of an
aggregate of 126,798 shares of its common stock, $1.00 par value per share
(the "Shares"), which are part of the conversion of James River stock options
under the James River Bankshares, Inc. 1996 Stock Option Plan and the First
Colonial Savings Bank Incentive Stock Option Plan to First Virginia stock
options.
As counsel for the Company, the Registration Statement has been
reviewed under my direction, and I have examined and am familiar with the
records relating to the organization of the Company, including its articles
of incorporation, bylaws and all amendments thereto, and the records of all
proceedings taken by the Board of Directors of the Company pertinent to the
rendering of this opinion.
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, when issued and paid for the Shares will be validly issued,
fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, I do not
admit that I am within the category of persons whose consent is required by
Section 7 of the Securities Act, or other rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Christopher M. Cole
Christopher M. Cole
Vice President and
Assistant General Counsel
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
First Virginia Banks, Inc.
We consent to the use of our report dated January 16, 2001, relating to the
consolidated balance sheets of First Virginia Banks, Inc. as of December 31,
2000 and 1999, and the related consolidated statements of income, shareholders'
equity and cash flows for the years then ended, which report is included in the
annual report to shareholders, in the December 31, 2000 annual report on Form
10-K of First Virginia Banks, Inc., which annual report is incorporated by
reference in this Post Effective Amendment No. 1 to Form S-4 Registration
Statement on Form S-8 of First Virginia Banks, Inc.
/s/ KPMG LLP
Richmond, Virginia
July 30, 2001
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders
First Virginia Banks, Inc.
We consent to the incorporation by reference in Post Effective
Amendment No. 1 to the Registration Statement (Form S-4) on the Registration
Statement on (Form S-8) of First Virginia Banks, Inc. related to the James
River Bankshares, Inc. 1996 Employee Stock Option Plan and the First Colonial
Savings Bank Incentive Stock Option Plan of our report dated January 19, 1999,
with respect to the consolidated statements of income, shareholders' equity
and cash flows of First Virginia Banks, Inc. for the year ended December 31,
1998 included in its Annual Report (Form 10-K) for the year ended December 31,
2000 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
McLean, Virginia
July 25, 2001