As filed with the Securities and Exchange Commission on
November 21, 1997.
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
CFW COMMUNICATIONS COMPANY
(Exact name of Registrant as specified in its Charter)
Virginia 54-1443350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(Address of principal executive office, including zip code)
CFW COMMUNICATIONS COMPANY
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the Plan)
______________________
James S. Quarforth
CFW Communications Company
P.O. Box 1990
Waynesboro, Virginia 22980
(703) 946-3500
(Name, address, including zip code, and telephone number
including area code, of agent for service)
With copies to:
David M. Carter, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price fee
Common Stock, 25,000 $21.75 $543,750 $160.41
no par value
(1) Calculated pursuant to Rule 457(c) on the basis of
$21.75 per share, which was the average of the high and low
prices of the Common Stock as quoted on the Nasdaq National
Market on November 20, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and
Exchange Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, filed with the Commission
pursuant to the Exchange Act, are incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1997, June 30, 1997
and September 30, 1997.
3. The description of common stock, no par value,
contained in the Company's Registration Statement
under the Exchange Act, including any amendment or
report filed to update the description.
In addition, all documents filed by the Company pursuant
to Section 13(a) and 13(c) of the Exchange Act after the date of
the Prospectus and prior to the termination of the offering of
shares of the Company's Common Stock pursuant to the CFW
Communications Company Non-Employee Directors' Stock Option Plan
(the "Plan"), any definitive proxy or information statement filed
pursuant to Section 14 of the Exchange Act in connection with
any subsequent meeting of shareholders and any reports filed
pursuant to Section 15(d) of the Exchange Act prior to any such
termination of the offering of shares, shall be deemed to be
incorporated by reference in the Prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is or is deemed to be incorporated by reference herein modifies
or supersedes such earlier statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the
registrant's Bylaws require, indemnification of the registrant's
directors and officers in a variety of circumstances, which may
include indemnification for liabilities under the Securities Act.
Under Sections 13.1-697 and 13.1-702 of the Virginia Stock
Corporation Act, a Virginia corporation generally is authorized
to indemnify its directors and officers in civil or criminal
actions if they acted in good faith and believed their conduct to
be in the best interests of the corporation and, in the case of
criminal actions, had no reasonable cause to believe that the
conduct was unlawful. The registrant's Bylaws require
indemnification of directors and officers with respect to certain
liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case
of willful misconduct or a knowing violation of criminal law. In
addition, the registrant carries insurance on behalf of
directors, officers, employees or agents that may cover
liabilities under the Securities Act. The registrant's Bylaws
also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be
amended) permits the limitation or elimination of the liability
of directors and officers, no director or officer of the
registrant shall be liable to the registrant or its shareholders
for monetary damages with respect to any transaction, occurrence
or course of conduct. Section 13.1-692.1 of the Virginia Stock
Corporation Act presently permits the elimination of liability of
directors and officers in any proceeding brought by or in the
right of the registrant or brought by or on behalf of
stockholders of the registrant, except for liability resulting
from such person's having engaged in willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law, including, without limitation, any unlawful
insider trading or manipulation of the market for any security.
Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia
Stock Corporation Act are hereby incorporated by reference
herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation, as amended (filed as Exhibit
3.1 to the registrant's Annual Report on Form 10-K for
the year ended December 31, 1995, and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the legality of the
securities being registered (filed herewith)
10.1 CFW Communications Company Non-Employee Directors' Stock
Option Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed herewith)
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers
or sales are 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, as amended (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 in such information 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 by the registrant 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 undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act, and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 registrant pursuant to
the provisions described under Item 6 above, or otherwise, the
registrant 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 registrant of expenses incurred or paid
by a director, officer or 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
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 Waynesboro, Commonwealth of Virginia on November 20,
1997.
CFW COMMUNICATIONS COMPANY
(Registrant)
By: /s/ James S. Quarforth
James S. Quarforth
President and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on November 20,
1997. Each of the directors and/or officers of CFW
Communications Company whose signature appears below hereby
appoints James S. Quarforth and David M. Carter, and each of them
severally, as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with
the Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf
in their capacities as officers and directors to enable CFW
Communications Company to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
Signature Title
/s/ James S. Quarforth President and Chief Executive
James S. Quarforth Officer and Director
(Principal Executive Officer)
/s/ Michael B. Moneymaker Vice President - Finance
Michael B. Moneymaker (Principal Financial Officer)
/s/ Christina S. Smith Vice President -
Christina S. Smith Administration, Treasurer and
Secretary
(Principal Accounting Officer)
/s/ C. Phillip Barger Director
C. Phillip Barger
/s/ William Wayt Gibbs, V Director
William Wayt Gibbs, V
/s/ C. Wilson McNeely, III Director
C. Wilson McNeely, III
/s/ John B. Mitchell Director
John B. Mitchell
/s/ John N. Neff Director
John N. Neff
/s/ Carl A. Rosberg Senior Vice President and
Carl A. Rosberg Director
/s/ Meredith E. Yeago Director
Meredith E. Yeago
/s/ Robert S. Yeago, Jr. Chairman of the Board
Robert S. Yeago, Jr.
EXHIBIT INDEX
Exhibit No. Description
4.1 Articles of Incorporation, as amended
(filed as Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the year
ended December 31, 1995 and incorporated
herein by reference)
5.1 Opinion of Hunton & Williams as to the
legality of the securities being registered
(filed herewith)
10.1 CFW Communications Company Non-Employee
Directors' Stock Option Plan (filed herewith)
23.1 Consent of Hunton & Williams (included in
Exhibit 5.1)
23.2 Consent of McGladrey & Pullen, LLP (filed
herewith)
24.1 Power of Attorney (included on signature page)