As filed with the Securities and Exchange Commission on July 1, 1998
Registration No. 333-___
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RESOURCE BANKSHARES CORPORATION
(Exact name of issuer as specified in its charter)
Virginia Applied For
(State of other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
3720 Virginia Beach Boulevard, Virginia Beach, Virginia 23452
(Address of principal executive offices, including zip code)
VIRGINIA BANKERS ASSOCIATION MASTER DEFINED CONTRIBUTION PLAN FOR RESOURCE BANK
1996 LONG-TERM INCENTIVE PLAN
1994 LONG-TERM BANK DIRECTOR INCENTIVE PLAN
1993 LONG-TERM INCENTIVE PLAN
(Full name of the Plans)
Copy to:
Lawrence N. Smith Timothy P. Veith
President and Chief Executive Office Mays & Valentine, L.L.P.
3720 Virginia Beach Boulevard 1111 East Main Street
Virginia Beach, Virginia 23452 Richmond, Virginia 23218
(757) 463-2265 (804) 697-1265
(Name, address and telephone number
of agent for service)
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Approximate date of proposed commencement of sales pursuant to the Plan:
Upon effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1)(2) Per Share (3) Offering Price (3) Registration Fee
Common Stock 620,830 $22.875 $14,201,486 $4,189
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(1) In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Virginia Bankers Association Master Defined
Contribution Plan for Resource Bank.
(2) Includes 200,000 shares (and plan interests) offered pursuant to the
Virginia Bankers Association Master Defined Contribution Plan for Resource Bank,
247,500 shares offered pursuant to the 1996 Long-Term Incentive Plan, 53,332
shares offered pursuant to the 1994 Long-Term Bank Director Incentive Plan, and
119,998 shares offered pursuant to the 1993 Long-Term Incentive Plan.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of $22.875 per share. The proposed maximum
offering price per share of $22.875 was calculated based on the average of the
bid and asked prices of the shares of Resource Bank as reported on the NASDAQ
National Market System on June 26, 1998 as adjusted to reflect two shares of
Resource Bankshares Corporation exchanged for each share of Resource Bank
pursuant to a one-bank holding company formation transaction, effective July 1,
1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Board of Governors of the
Federal Reserve System (the "FRB") by Resource Bank, are incorporated as of
their respective dates in this Registration Statement by reference:
(a) Resource Bank's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(b) Resource Bank's Quarterly Report on Form 10-QSB for the three month
period ended March 31, 1998; and
(c) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1997.
(d) The description of the Resource Bank's Common Stock contained in
its Registration Statement on Form 10 filed with the FRB pursuant to Section 12
of the Exchange Act, and any amendment or report filed with the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 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 incorporated by reference in this Registration Statement and are a part
hereof from the date of filing such documents. Copies of these documents are not
required to be filed with the Registration Statement. 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 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 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers
Article 10 of Chapter 9 of the Virginia Stock Corporation Act (the
"VSCA") permits a Virginia corporation to indemnify any director or officer for
reasonable expenses incurred in any legal proceeding in advance of final
disposition of the proceeding, if the director or officer furnishes the
corporation a written statement of his good faith belief that he has met the
standard of conduct prescribed by the VSCA, and a determination is made by the
board of directors that such standard has been met. In a proceeding by or in the
right of the corporation, no indemnification shall be made in respect of any
matter as to which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place determines
that, despite such liability, such person is reasonably entitled to
indemnification in view of all of the relevant circumstances. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable to the corporation on the basis that personal benefit was
improperly received by him. Corporations are given the power to make any other
or further indemnity, including advance of expenses, to any director or officer
that may be authorized by the articles of incorporation or any bylaw made by the
shareholders, or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a knowing
violation of the criminal law. Unless limited by its articles of incorporation,
indemnification of a director or officer is mandatory when he entirely prevails
in the defense of any proceeding to which he is a party because he is or was a
director or officer. The Articles of Incorporation of the Registrant contain
provisions indemnifying the directors and officers of the Registrant to the full
extent permitted and in the manner prescribed by the VSCA.
The Articles of Incorporation of the Registrant also eliminate the
liability of directors and officers to the Registrant or its shareholders for
monetary damages to the full extent permitted by the VSCA.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit
Number Description
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4.1 Amended and Restated Articles of Incorporation of Resource
Bankshares Corporation (incorporated by reference to
Resource Bankshares Corporation Current Report on Form 8-K
filed with the Commission on July 1, 1998).
4.2 Bylaws of Resource Bankshares Corporation (incorporated by
reference to Resource Bankshares Corporation Current Report
on Form 8-K filed with the Commission on July 1, 1998).
4.3 Virginia Bankers Association Master Defined Contribution
Plan for Resource Bank.
4.4 Amended and Restated 1996 Long-Term Incentive Plan.
4.5 1994 Long-Term Bank Director Incentive Plan.
4.6 1993 Long-Term Incentive Plan.
5.1 Opinion of Mays & Valentine, L.L.P. as to legality of the
securities being registered.
23.1 Consent of Goodman & Company, L.L.P.
23.2 Consent of Mays & Valentine, L.L.P. (contained in Exhibit
5.1).
24.1 Powers of Attorney.
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 this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents 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) shall not apply to
information 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 this 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 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 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, State of Virginia, on June 25,
1998.
RESOURCE BANKSHARES CORPORATION
By: /s/ Lawrence N. Smith
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Lawrence N. Smith
President and Chief Executive Officer
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 date indicated.
Signature Title Date
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/s/ John B. Bernhardt Chairman of the Board June 25, 1998
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John B. Bernhardt
/s/ Lawrence N. Smith President, Chief Executive June 25, 1998
- --------------------------- Officer and Director
Lawrence N. Smith
/s/ Eleanor J. Whitehurst Senior Vice President and Chief June 25, 1998
- --------------------------- Financial Officer
Eleanor J. Whitehurst
/s/ Thomas W. Hunt Director June 25, 1998
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Thomas W. Hunt
/s/ Alfred E. Abiouness Director June 25, 1998
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Alfred E. Abiouness
/s/ Louis R. Jones Director June 25, 1998
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Louis R. Jones
/s/ A. Russell Kirk Director June 25, 1998
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A. Russell Kirk
/s/ Elizabeth A. Twohy Director June 25, 1998
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Elizabeth A. Twohy
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator for the Virginia Bankers Association Master Defined Contribution
Plan for Resource Bank has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the City
Richmond, State of Virginia, on June 25, 1998.
VIRGINIA BANKERS ASSOCIATION MASTER DEFINED
CONTRIBUTION PLAN FOR RESOURCE BANK
By: /s/ Roxanne H. Sheppard
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Title: Chief Administrative Officer, Virginia
Bankers Association Benefits Corporation.