SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
(Amendment No. 1 to Form 8-B)
For registration of certain classes of securities
pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
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VIRGINIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1829288
(State of incorporation or organization) (I.R.S. Employer Identification No.)
102 S. Main Street
Culpeper, Virginia 22701
(Address of principal executive offices) (zip code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: Not applicable
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class is to be registered
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Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 par value per share
(Title of class)
Explanatory Note
Virginia Financial Corporation filed a Form 8-B Registration of
Securities of Certain Successor Issuers with the Securities and Exchange
Commission on March 24, 1997 (the "Form 8-B"). In connection with its merger
with Virginia Commonwealth Financial Corporation on January 18, 2002, Virginia
Financial Corporation amended and restated its articles of incorporation and,
among other things, changed its name to Virginia Financial Group, Inc. Virginia
Financial Group, Inc. hereby amends the Form 8-B in its entirety by the filing
of this Form 8-A.
Item 1. Description of Registrant's Securities to be Registered.
A description of the common stock of Virginia Financial Group, Inc. is
set forth under the captions "Description of Virginia Financial Group Capital
Stock" and "Effect of the Merger on Rights of Shareholders" in the Registration
Statement on Form S-4, as amended (File No. 333-69216), filed by Virginia
Financial Corporation, the registrant's former name, with the Securities and
Exchange Commission (the "Registration Statement"), and such information is
hereby incorporated by reference herein. The initial filing of the Registration
Statement was made on September 10, 2001.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration statement:
Exhibit Number Description of the Exhibit
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3.1 Articles of Incorporation of Virginia Financial Group, Inc.*
3.2 Bylaws of Virginia Financial Group, Inc.*
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* Incorporated herein by reference from Virginia Financial Group, Inc.'s Current
Report on Form 8-K filed on January 30, 2002.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Virginia Financial Group, Inc.
By: /s/ Jeffrey W. Farrar
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Jeffrey W. Farrar
Executive Vice President
and Chief Financial Officer
Dated: February 22, 2002
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EXHIBIT INDEX
Exhibit Number Description of the Exhibit
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3.1 Articles of Incorporation of Virginia Financial Group, Inc.*
3.2 Bylaws of Virginia Financial Group, Inc.*
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* Incorporated herein by reference from Virginia Financial Group, Inc.'s Current
Report on Form 8-K filed on January 30, 2002.
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