UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OLD POINT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1265373
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 WEST MELLEN STREET, HAMPTON, VIRGINIA 23663
(Address of Principal Executive Offices) (Zip Code)
OLD POINT FINANCIAL CORPORATION
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
MAYS & VALENTINE
ATTN: HUGH B. WELLONS, ESQ.
(Name and address of agent for service)
1111 E. MAIN STREET, RICHMOND, VIRGINIA 23219
(804) 697-1374 / (804) 697-1339 (FAX)
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum Registration
to be registered offering aggregate Fee
registered price per offering
share price
COMMON 37,500 $37.50 $1,335,937.50 $460.67
STOCK
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan(s) described herein.
PART I
Item 1. Plan Information.
Exhibit 4 to this Report on Form S-8 presents all information
required by this item.
Item 2. Registrant Information and Employee Plan Annual
Information.
Exhibit 4 to this Report on Form S-8 presents all information
required by this item.
PART II
Item 3. Incorporation of Documents by Reference.
Exhibit 4 to this Report on Form S-8 presents all information
required by this item.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Named experts and counsel have no interest in this plan.
Item 6. Indemnnification of Directors and Officers.
Exhibit 4 to this Report on Form S-8 presents all information
required by this item.
Item 7. Exemption from Registration claimed.
Not applicable.
Item 8. Exhibits.
3 Articles of Incorporation and Bylaws are incorporated
herein by reference to Report on Form 10-K, filed as of
December 31, 1995.
4 Employee Stock Purchase Plan.
5 Opinion of Mays & Valentine regarding legality of the
securities being registered. Filed herewith.
15 Not applicable.
24.1 Consent of Mays & Valentine. Included in such firm's
opinion as filed as Exhibit 5.
24.2 Consent of Eggleston Smith PC, Independent Certified
Public Accountants.
25 Powers of Attorney are incorporated herein by reference
to Report on Form 10-K, filed as of December 31, 1995.
28 Not applicable.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
- to file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement 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 that such required information has not
been contained in periodic reports filed pursuant to
section 13 or 15(d) of the Securities Act of 1934 that
are incorporated by reference in the registration
statement
- 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
- 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
- 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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference
in the 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
- that, 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, of 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.
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 HAMPTON, State of VIRGINIA, on JUNE 10, 1996.
OLD POINT FINANCIAL CORPORATION
By /s/ W. RODNEY ROSSER, SVP AND SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and on JUNE 10, 1996.
/s/Robert F. Shuford President and Director
Robert F. Shuford Principal Executive Officer
/s/Louis G. Morris Senior Vice President
Louis G. Morris and Treasurer
Principal Financial
& Accounting Officer
/s/Richard F. Clark * Director
/s/Gertrude S. Dixon * Director
/s/Russell S. Evans, Jr. * Director
/s/G. Royden Goodson, III * Director
/s/Dr. Arthur D. Greene * Director
/s/Steven D. Harris * Director
/s/John Cabot Ishon * Director
/s/Eugene M. Jordan * Director
/s/John B. Morgan * Director
/s/Dr. H. Robert Schappert * Director
/s/John G. Sebrell * Executive Vice President and
Director
The Plan. Pursuant to the requirements of the Securities Act of
1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of HAMPTON, State of VIRGINIA, on JUNE 10, 1996.
OLD POINT FINANCIAL CORPORATION / 1996 EMPLOYEE STOCK PURCHASE PLAN
By /s/LOUIS G. MORRIS, SVP AND TREASURER
INDEX OF EXHIBITS
Exhibit
Number Exhibits
3 Articles of Incorporation and
Bylaws are incorporated herein
by reference to Report on Form
10-K, filed as of December 31,
1995.
4 Employee Stock Purchase Plan.
5 Opinion of Mays & Valentine
regarding legality of the
securities being registered.
Filed herewith.
15 Not applicable.
24.1 Consent of Mays & Valentine.
Included in such firm's opinion
as filed as Exhibit 5.
24.2 Consent of Eggleston Smith PC,
Independent Certified Public
Accountants.
25 Powers of Attorney are
incorporated herein by reference
to Report on Form 10-K, filed as
of December 31, 1995.
28 Not applicable.