AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1999
REGISTRATION NO.: 333-
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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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C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1680165
(State of Incorporation (IRS Employer Identification No.)
or Organization)
Eighth & Main Streets
West Point, Virginia 23181
(Address of Principal Executive Offices) (Zip Code)
C&F FINANCIAL CORPORATION 1999 REGIONAL DIRECTOR STOCK COMPENSATION PLAN
(Full name of the Plan)
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Larry G. Dillon Copy to: Wallace M. Starke, Esq.
President and Chief Executive Officer Fred W. Palmore, III, Esq.
C&F Financial Corporation Mays & Valentine, L.L.P.
Eighth & Main Streets 1111 East Main St.,
West Point, Virginia 23181 NationsBank Center
Telephone: (804) 843-2360 Richmond, Virginia 23219
-------------------------- Telephone: (804) 697-1396
(Name and Address of Agent for Service Process) ---------------------------
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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COMMON STOCK
$1.00 PAR VALUE 25,000 $20.375 $509,375.00 $141.61
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(1) 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, on the basis of $20.375 per share. The proposed maximum offering price
per share of $20.375 was calculated based on the average of the bid and asked
prices of the shares of the Registrant as reported on the NASDAQ National Market
System on October 19, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
C&F Financial Corporation (the "Company") will furnish shareholders
with annual reports containing audited financial statements and with quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year. Copies of these documents, and any other communications
sent to the Company's shareholders generally, also will be furnished to all
persons eligible to participate in the Plan.
The Company hereby incorporates herein by reference the following
documents filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December
31,1998, filed pursuant to Section 13 of the 1934 Act;
(b) Quarterly Reports on Form 10-Q for the Quarters ended March 31,
1999 and June 30, 1999 filed pursuant to Section 13 of the 1934 Act; and
(c) The description of the Company's Common Stock contained in the
"Description of Capital Stock" in the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4, Registration No. 33-70184,
with the Securities and Exchange Commission on October 12, 1993, as amended on
October 19, 1993 (Pre-Effective Amendment No. 1), is hereby incorporated by
reference.
All documents filed by the Company after the date of this Registration
Statement 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 the
Company's Common Stock offered hereby has been sold or which deregisters such
Company Common Stock then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such
documents. 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.
Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as
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an officer or director or another corporation or enterprise if he acted in good
faith and in a manner which he believed to be in, or not opposed to, the best
interest of the corporation. In the event, however, that such person is adjudged
liable to the corporation, he will not be entitled to indemnification. The
statute also permits a corporation to provide other or further indemnity in its
articles of incorporation, or in a bylaw or resolution approved by its directors
or shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall 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. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.
The Articles of Incorporation of the Registrant provide that, to the
extent and under the circumstances permitted by Virginia Code Section
13.1-704B,the Registrant shall indemnify any person who was or is a party or is
threatened to be made a party to any action, suit or proceeding by reason of the
fact that he is or was a director or officer of the Registrant against
liabilities, penalties, claims and fines, including amounts paid in settlement,
reasonable expenses, and attorney's fees, imposed upon, threatened or asserted
against him or her because he or she is or was an officer or director of the
Registrant, except for an indemnity against willful misconduct or a knowing
violation of criminal law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page II-5 hereof.
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
Section10(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.
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(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 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 West Point, Commonwealth of Virginia, on the 20th day
of October, 1999.
C&F FINANCIAL CORPORATION
West Point, Virginia
By: /s/ Larry G. Dillon
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Larry G. Dillon
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 dates indicated:
NAME TITLE DATE
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President and Chief Executive Officer
(Principal Executive Officer)
/s/ Larry G. Dillon and Director October 20, 1999
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Larry G. Dillon
Senior Vice President and Chief
Financial Officer (Principal Financial
/s/ Thomas F. Cherry and Accounting Officer) October 20, 1999
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Thomas F. Cherry
/s/ Sture G. Olsson Director October 20, 1999
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Sture G. Olsson
/s/ James H. Hudson, III Director October 20, 1999
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James H. Hudson, III
/s/ William E. O'Connell, Jr. Director October 20, 1999
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William E. O'Connell, Jr.
/s/ J. P. Causey, Jr. Director October 20, 1999
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J. P. Causey, Jr.
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EXHIBIT INDEX
Exhibit Description Exhibit Number
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Articles of Incorporation 4.1 (Incorporated by reference from the
Form 10-KSB, filed March 29, 1996)
Bylaws 4.2 (Incorporated by reference from the
Form 10-KSB, filed March 29, 1996)
C&F Financial Corporation 1999 Regional Director Stock 4.3
Compensation Plan, filed herewith
Opinion of Mays & Valentine, L.L.P. dated October 20, 1999, 5
with respect to the validity of the Common Stock, filed
herewith
Consent of Yount, Hyde & Barbour, P.C., Independent Public 23.1
Accountants dated October 20, 1999, filed herewith.
Consent of Deloitte & Touche LLP, Independent Public 23.2
Accountants dated October 20, 1999, filed herewith.
Consent of Mays & Valentine, L.L.P. dated October 20, 1999, 23.3
contained in their opinion filed as Exhibit 5 hereto
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