AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1999 REGISTRATION NO.: 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- 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 1998 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN (Full name of the Plan) ----------- Larry G. Dillon Copy to: Fred W. Palmore, III President and Chief Executive Officer Mays & Valentine, L.L.P. C&F Financial Corporation 1111 East Main St., Eighth & Main Streets NationsBank Center West Point, Virginia 23181 Richmond, Virginia 23219 Telephone: (804) 843-2360 Telephone: (804) 697-1396 ----------------------------------- --------------------------- (Name and Address of Agent for Service Process) CALCULATION OF REGISTRATION FEE ======================================================================================================================== 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 - ------------------------------------------------------------------------------------------------------------------------ COMMON STOCK $1.00 PAR VALUE 125,000 $20.375 $2,546,875 $708.03 - ------------------------------------------------------------------------------------------------------------------------ (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. The Company previously registered 25,000 shares under its 1998 Non-Employee Director Stock Compensation Plan pursuant to its Registration Statement on Form S-8 (file no. 333-63699). ================================================================================ 1 C&F Financial Corporation is filing this Registration Statement, the contents of which are incorporated herein by reference, pursuant to Rule 416 of the Securities Act of 1933, as amended, to reflect an increase in the common stock, par value $1.00 ("Common Stock"), covered by such Registration Statement from 25,000 shares of Common Stock to 150,000 shares of Common Stock. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. An index of Exhibits appears at page II-3 hereof. 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 ------------------------ 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 ---- ----- ---- President and Chief Executive Officer (Principal Executive Officer) /s/ Larry G. Dillon and Director October 20, 1999 ---------------------------------------- Larry G. Dillon Senior Vice President and Chief Financial Officer (Principal Financial /s/ Thomas F. Cherry and Accounting Officer) October 20, 1999 ---------------------------------------- Thomas F. Cherry /s/ Sture G. Olsson Director October 20, 1999 ---------------------------------------- Sture G. Olsson /s/ James H. Hudson, III Director October 20, 1999 ---------------------------------------- James H. Hudson, III /s/ William E. O'Connell, Jr. Director October 20, 1999 ------------------------------ William E. O'Connell, Jr. /s/ J. P. Causey, Jr. Director October 20, 1999 ---------------------------------------- J. P. Causey, Jr. II-2 EXHIBIT INDEX Exhibit Description Exhibit Number Opinion of Mays & Valentine, L.L.P., with respect 5 to the validity of the Common Stock, filed herewith Consent of Yount, Hyde & Barbour, P.C., 23.1 Independent Public Accountants dated October 20, 1999, filed herewith. Consent of Deloitte & Touche LLP, Independent 23.2 Public Accountants dated October 20, 1999, filed herewith. Consent of Mays & Valentine, L.L.P., contained in 23.3 their opinion filed as Exhibit 5 hereto III-3