Registration No. 333-
As filed with the Securities and Exchange Commission on February 26, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
VIRGINIA FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1829288
(State of Incorporation) (I.R.S. Employer Identification No.)
102 S. Main Street
Culpeper, Virginia 22701
(540) 825-4800
(Address of principal executive offices, including zip code)
Virginia Financial Group, Inc.
Stock Incentive Plan
(Full title of the plan)
____________________________
Jeffrey W. Farrar
Executive Vice President and Chief Financial Officer
Virginia Financial Group, Inc.
102 S. Main Street
Culpeper, Virginia 22701
(540) 825-4800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Scott H. Richter
LeClair Ryan, P.C.
707 East Main Street, Eleventh Floor
Richmond, Virginia 23219
________________________
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering registration
share price(2) fee
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Common Stock, $5.00 par value 750,000 shares $20.50 $15,375,000 $1,415
====================================================================================================================================
(1) This Registration Statement also relates to such indeterminate number of
additional shares of common stock of the Registrant as may be issuable as a
result of a stock dividend, stock split, split-up, recapitalization or similar
event.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933. Such documents are not being filed with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Incorporation of Documents by Reference.
Virginia Financial Group, Inc. hereby incorporates by reference into
this Registration Statement the documents listed below which have been filed
with the Securities and Exchange Commission.
(a) The Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 of Virginia Financial Corporation
(predecessor to Virginia Financial Group, Inc.).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report referred to in (a)
above.
(c) The description of Virginia Financial's common stock contained
in its Registration Statement on Form 8-A (Amendment No. 1 to
Form 8-B), as filed with the Commission on February 22, 2002.
All documents subsequently filed by Virginia Financial 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed 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 and to be a part
hereof shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement
Item 2. Description of Securities.
Not applicable.
Item 3. Interests of Named Experts and Counsel.
Not applicable.
Item 4. Indemnification of Directors and Officers.
The laws of the Commonwealth of Virginia pursuant to which Virginia
Financial is incorporated permit it to indemnify its officers and directors
against certain liabilities with the approval of its shareholders. The articles
of incorporation of Virginia Financial, which have been approved by its
shareholders, provide for the indemnification of each director and officer
(including former directors and officers and each person who may have served at
the request of Virginia Financial as a director or officer of any other legal
entity and, in all such cases, his or her heirs, executors and administrators)
against liabilities (including expenses) reasonably incurred by him or her in
connection with any actual or threatened action, suit or proceeding to which he
or she may be made party by reason of his or her being or having been a director
or officer of Virginia Financial, except in relation to any action, suit or
proceeding in which he or she has been adjudged liable because of willful
misconduct or a knowing violation of the criminal law.
Virginia Financial has purchased officers' and directors' liability
insurance policies. Within the limits of their coverage, the policies insure (1)
the directors and officers of Virginia Financial against certain losses
resulting from claims against them in their capacities as directors and officers
to the extent that such losses are not indemnified by Virginia Financial and (2)
Virginia Financial to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Virginia.
Item 5. Exemption from Registration Claimed.
Not applicable.
Item 6. Exhibits.
Exhibit Number Description of the Exhibit
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4.1 Articles of Incorporation of Virginia FinanciaL Group, Inc.*
2
4.2 Bylaws of Virginia Financial Group, Inc.*
5.0 Opinion of LeClair Ryan, A Professional Corporation.**
23.1 Consent of Yount, Hyde & Barbour, P.C. as accountants for
Virginia Financial Group, Inc.**
23.2 Consent of LeClair Ryan (included in Exhibit 5.0).
99.0 Virginia Financial Group, Inc. Stock Incentive Plan.**
______________________________
* Incorporated herein by reference from Virginia Financial's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 30, 2002.
** Filed herewith.
Item 7. Undertakings.
The undersigned registrant hereby undertakes:
(a) (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;
(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 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 registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(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
3
registration statement relating to the securities offered therein, and the
offering of such securities at the 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 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 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 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 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 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 Town of Staunton, Commonwealth of Virginia on February 26,
2002.
VIRGINIA FINANCIAL GROUP, INC.
By: /s/ O.R. Barham, Jr.
----------------------------------------
O.R. Barham, Jr.
President and Chief 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 and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ O.R. Barham, Jr. President, Chief Executive Officer February 26, 2002
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O.R. Barham, Jr. and Director (principal executive
officer)
/s/ Jeffrey W. Farrar Executive Vice President and Chief February 26, 2002
- --------------------------------------
Jeffrey W. Farrar Financial Officer (principal
financial officer)
/s/ Harry V. Boney, Jr. Chairman of the Board of Directors February 26, 2002
- --------------------------------------
Harry V. Boney, Jr.
/s/ Taylor E. Gore Director February 26, 2002
- --------------------------------------
Taylor E. Gore
5
Signature Capacity Date
--------- -------- -----
/s/ Lee S. Baker Director February 26, 2002
- ----------------------------------------------
Lee S. Baker
/s/ Benham M. Black Director February 26, 2002
- ----------------------------------------------
Benham M. Black
/s/ Fred D. Bowers Director February 26, 2002
- ----------------------------------------------
Fred D. Bowers
/s/ E. Page Butler Director February 26, 2002
- ----------------------------------------------
E. Page Butler
/s/ Gregory L. Fisher Director February 26, 2002
- ----------------------------------------------
Gregory L. Fisher
/s/ Christopher M. Hallberg Director February 26, 2002
- ----------------------------------------------
Christopher M. Hallberg
/s/ Jan S. Hoover Director February 26, 2002
- ----------------------------------------------
Jan S. Hoover
/s/ W. Robert Jebson Director February 26, 2002
- ----------------------------------------------
W. Robert Jebson
6
Signature Capacity Date
--------- -------- ----
/s/ Martin F. Lightsey Director February 26, 2002
- ------------------------------------------
Martin F. Lightsey
/s/ Presley W. Moore, Jr. Director February 26, 2002
- ------------------------------------------
Presley W. Moore, Jr.
/s/ H. Wayne Parrish Director February 26, 2002
- ------------------------------------------
H. Wayne Parrish
/s/ James S. Quarforth Director February 26, 2002
- ------------------------------------------
James S. Quarforth
/s/ Thomas F. Williams, Jr. Director February 26, 2002
- ------------------------------------------
Thomas F. Williams, Jr.
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EXHIBIT INDEX
Exhibit Number Description of the Exhibit
-------------- --------------------------
4.1 Articles of Incorporation of Virginia Financial Group,
Inc.*
4.2 Bylaws of Virginia Financial Group, Inc.*
5.0 Opinion of LeClair Ryan, A Professional Corporation.**
23.1 Consent of Yount, Hyde & Barbour, P.C. as accountants
for Virginia Financial Group, Inc.**
23.2 Consent of LeClair Ryan (included in Exhibit 5.0).
99.0 Virginia Financial Group, Inc. Stock Incentive Plan.**
_____________________
* Incorporated herein by reference from Virginia Financial's Current
Report on Form 8-K filed with the Securities and Exchange Commission on
January 30, 2002.
** Filed herewith.