As Filed with the Securities and Exchange Commission on June 11, 1999
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 of Incorporation) (IRS Employer Identification Number)
3720 Virginia Beach Boulevard
Virginia Beach, Virginia 23452
(Address of Principal Executive Offices)
(757) 463-2265
(Registrant's telephone number including area code)
RESOURCE BANKSHARES CORPORATION
Amended and Restated 1996 Long-Term 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 Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee(2)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock, par 150,000 $19.94 $2,991,000 $831.50
value $1.50 per shares
share
- --------------------------------------------------------------------------------
(1) Also registered hereunder are such additional number of shares of Common
Stock, presently indeterminable, as may be necessary to satisfy the antidilution
provisions of the Amended and Restated 1996 Long-Term Incentive Plan to which
this Registration Statement relates.
(2) The registration fee has been calculated in accordance with Rule 457(c)
and 457(h) with respect to the 150,000 shares of Common Stock registered hereby
on the basis of the price of shares of the Company's Common Stock on the
American Stock Exchange on June 8, 1999.
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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Registrant previously filed a Registration Statement on Form S-8
(Commission File No. 333-58417) ("Original Registration Statement") registering
247,500 shares of common stock available for issuance pursuant to the
Registrant's 1996 Long-Term Incentive Plan ("1996 Plan"). The Registrant has
amended (with shareholder approval) the 1996 Plan to increase shares of the
Registrant's common stock available for issuance from 247,500 to 397,500.
Accordingly, the Registrant is filing this Registration Statement to register
under the Securities Act the additional 150,000 shares of common stock now
available for issuance pursuant to the 1996 Plan. Pursuant to General
Instruction E of Form S-8, the Original Registration Statement is incorporated
by reference into this Registration Statement. A copy of the 1996 Plan, as
amended, is filed with this Registration Statement as Exhibit 99.1
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Virginia Beach, Virginia, on June 11, 1999.
RESOURCE BANKSHARES CORPORATION
By: /s/ Lawrence N. Smith
-------------------------------------------
Lawrence N. Smith
Chief Executive Officer and President
Witness our hands and common seals on the date set forth below.
Signature Title Date
--------- ----- ----
/s/ Lawrence N. Smith Director, Chief Executive Officer June 11, 1999
- ---------------------- and President (Principal
Lawrence N. Smith Executive Officer)
/s/ Eleanor J. Whitehurst Senior Vice President, Chief June 11, 1999
- ------------------------- Financial Officer (Principal
Eleanor J. Whitehurst Financial Officer and Principal
Accounting Officer)
* Chairman of the Board, Director ______ __, 1999
- -------------------------
John B. Bernhardt
* Director ______ __, 1999
- -------------------------
Alfred E. Abiouness
* Director ______ __, 1999
- -------------------------
Thomas W. Hunt
* Director ______ __, 1999
- -------------------------
Louis R. Jones
* Director ______ __, 1999
- -------------------------
A. Russell Kirk
* Director ______ __, 1999
- -------------------------
Elizabeth A. Twohy
*Lawrence N. Smith, by signing his name hereto, does sign this document on
behalf of the persons indicated above for whom he is attorney in fact pursuant
to a power of attorney duly executed by such person and previously filed with
the Securities and Exchange Commission as part of the Original Registration
Statement.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933, AS AMENDED
RESOURCE BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
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Exhibits
Pursuant to General Instruction E of Form S-8, only opinions and consents
are required to be filed as exhibits to this Registration Statement. A copy of
the 1996 Plan, as amended, is filed voluntarily as Exhibit 99.1.
Number Description
5.1 Opinion of Kaufman & Canoles
23.1 Consent of Kaufman & Canoles (included in Exhibit 5.1)
23.2 Consent of Goodman & Company, L.L.P.
99.1 Resource Bankshares Corporation Amended and Restated 1996
Long-Term Incentive Plan.
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