As filed with the Securities and Exchange Commission on August 31, 2001
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Resource Bankshares Corporation
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1904386
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
3720 Virginia Beach Blvd. (757) 463-2265
Virginia Beach, VA 23452 (Registrant's telephone
(Address of Principal Executive Offices) number including area code)
Resource Bankshares Corporation
2001 Stock Incentive Plan
(Full Title of the Plan)
Lawrence N. Smith
President and Chief Executive Officer
3720 Virginia Beach Boulevard
Virginia Beach, Virginia 23452
(757) 463-2265
(Name, address and telephone number of agent for service)
___________________________________
Copy to:
T. Richard Litton, Jr., Esq.
Kaufman & Canoles
One Commercial Place
P.O. Box 3037
Norfolk, Virginia 23514
(757) 624-3241
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share(2) Price(2) Registration Fee(2)
- ------------------------------------------------------------------------------------------------------------
Common Stock,
$1.50 par value 100,000 $16.60 $1,660,000 $415.00
============================================================================================================
(1) This Registration Statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock dividends or
similar transactions in accordance with Rule 416(a).
(2) Pursuant to Rules 457(c) and 457(h), the registration fee was computed on
the basis of the price of shares of the Company's Common Stock on the NASDAQ
National Market on August 28, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of
Form S-8 and the statement of availability of registrant information and any
other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Resource Bankshares Corporation (the
"Registrant"' or the "Company") shall maintain a file of such documents in
accordance with the provisions of Rule 428. Upon request, the Registrant shall
furnish the Commission or its staff a copy or copies of all of the documents
included in such file.
1
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
AND NOT REQUIRED IN PROSPECTUS
Item 3: Incorporation of Documents by Reference.
---------------------------------------
The following documents of Resource Bankshares Corporation, a Virginia
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission"), are incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended December 31, 2000 filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act").
(b) All reports filed by the Company pursuant to Section 13(a) of
the 1934 Act since the end of the Company's fiscal year ended December 31, 2000.
(c) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Registration Statement on Form 8-
A, as filed on July 20, 1998.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 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 then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated in this
Registration Statement by reference shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is or is deemed to be incorporated in this Registration
Statement by reference modifies or replaces such statement.
Item 4: Description of Securities.
-------------------------
Not applicable.
Item 5: Interests of the Named Experts and Counsel.
------------------------------------------
Not applicable.
2
Item 6: Indemnification of Directors and Officers.
-----------------------------------------
Section 13.1-692.1 of the Virginia Stock Corporation Act (the "Act")
provides that in any proceeding brought by or in the right of a corporation or
brought by or on behalf of shareholders of the corporation, the damages assessed
against an officer or director arising out of a single transaction, occurrence
or course of conduct shall not exceed the lesser of (1) the monetary amount,
including the elimination of liability, specified in the articles of
incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (2) the
greater of (i) $100,000 or (ii) the amount of cash compensation received by the
officer or director from the corporation during the 12 months immediately
preceding the act or omission for which liability was imposed. The liability of
an officer or director may not be limited under this section of the Act if the
officer or director engaged in willful misconduct or a knowing violation of the
criminal law or of any federal or state securities law, including, without
limitation, any claim of unlawful insider trading or manipulation of the market
for any security.
Section 13.1-697 of the Act authorizes a Virginia corporation to
indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding. A Virginia corporation
may not indemnify a director under this section in connection with a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation or in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in his official
capacity, in which he was adjudged liable on the basis that personal benefit was
improperly received by him. Section 13.1-698 provides that, unless limited by
its articles of incorporation, a Virginia corporation must indemnify a director
who entirely prevails in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable expenses
incurred by him in connection with the proceeding. Section 13.1-702 of the Act
authorizes a Virginia corporation to indemnify its officers, employees or agents
to the same extent as directors.
The Company's Articles of Incorporation provide that to the full extent
that the Act permits the limitation or elimination of the liability of directors
or officers, a director or officer of the Company shall not be liable to the
Company or its shareholders for monetary damages. The Company's Articles of
Incorporation also provide that to the full extent permitted and in the manner
prescribed by the Act and any other applicable law, the Company shall indemnify
a director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was such a director or officer or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Any aforesaid reference to directors, officers, employees
or agents includes former directors, officers, employees and agents and their
respective heirs, executors and administrators.
Item 7: Exemption from Registration Claimed.
-----------------------------------
Not applicable.
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Item 8: Exhibits.
--------
Number Description
------ -----------
4.1 Amended and Restated Articles of Incorporation of Resource
Bankshares Corporation (incorporated herein by reference to the
Registrant's Form 10-Q for the quarter ended June 30, 2000 filed
on August 11, 2000.)
4.2 Bylaws of Resource Bankshares Corporation (incorporated herein by
reference to the Registrant's Form 8-K filed on July 1, 1998.)
5.1 Opinion of Kaufman & Canoles, P.C., as to legality of the
securities being registered.
23.1 Consent of Goodman & Company, L.L.P.
23.2 Consent of Kaufman & Canoles, P.C. (filed with Exhibit 5.1).
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
99 Resource Bankshares Corporation 2001 Stock Incentive Plan
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;
(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; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above
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 Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
4
(2) 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; and
(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 registrant hereby undertakes 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 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, 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 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 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.
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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 Virginia Beach, Commonwealth of Virginia, on August
31, 2001.
RESOURCE BANKSHARES CORPORATION
By: /s/ Lawrence N. Smith
---------------------
Lawrence N. Smith
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 and on the dates indicated. Each person, in so signing, also makes,
constitutes and appoints Lawrence N. Smith his true and lawful attorney-in-fact
in his place and stead, to execute and cause to be filed with the Securities and
Exchange Commission any and all amendments to this Registration Statement.
Witness our hands and common seals on the date set forth below.
Signature Title Date
--------- ----- ----
/s/ Lawrence N. Smith
- ----------------------------- Director, Chief Executive Officer and President August 31, 2001
Lawrence N. Smith (Principal Executive Officer)
/s/ Eleanor J. Whitehurst
- ----------------------------- Senior Vice President, Chief Financial Officer August 31, 2001
Eleanor J. Whitehurst (Principal Financial Officer and Principal
Accounting Officer)
/s/ T.A. Grell Jr
- ----------------------------- Director, Executive Vice President August 31, 2001
T.A. Grell, Jr.
/s/ Alfred E. Abiouness
- ----------------------------- Director August 31, 2001
Alfred E. Abiouness
/s/ Thomas W. Hunt
- ----------------------------- Director August 31, 2001
Thomas W. Hunt
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/s/ Louis R. Jones
- ----------------------------- Director August 31, 2001
Louis R. Jones
/s/ A. Russell Kirk
- ------------------------------ Director August 31,2001
A. Russell Kirk
/s/ Elizabeth A. Twohy
- ------------------------------ Director August 31, 2001
Elizabeth A. Twohy
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EXHIBIT INDEX
The following exhibits are filed herewith unless otherwise indicated:
Number Description
------ -----------
4.1 Amended and Restated Articles of Incorporation of Resource
Bankshares Corporation (incorporated herein by reference to the
Registrant's Form 10-Q for the quarter ended June 30, 2000 filed
on August 11, 2000.)
4.2 Bylaws of Resource Bankshares Corporation (incorporated herein
by reference to the Registrant's Form 8-K filed on July 1,
1998.)
5.1 Opinion of Kaufman & Canoles, P.C., as to legality of the
securities being registered.
23.1 Consent of Goodman & Company, L.L.P.
23.2 Consent of Kaufman & Canoles, P.C. (filed with Exhibit 5.1).
24 Powers of Attorney (included on the signature pages of this
Registration Statement).
99 Resource Bankshares Corporation 2001 Stock Incentive Plan
8