Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Virginia Beach Federal Financial Corporation
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(Exact name of registrant as specified in its charter)
Virginia 54-1534067
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2101 Parks Avenue
Virginia Beach, Virginia 23451
(Address of Principal Executive Offices, including Zip Code)
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Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1302 K. Street, N.W.
Washington, D.C. 20005
(202) 434-4660
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(Name, address, including zip code,
and telephone number, including area code, of agent for service)
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Approximate date of commencement of proposed sale to public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered in connection with dividend or interest
reinvestment plans, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Aggregate Registration
Title of Securities to be Registered Price Offering Price Fee
Registered Per Share(1) (1)
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Common Stock, $0.01 par 50,000 shares $11.3125 $565,625.00 $171.39
value......................
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, based upon
the average of the bid and ask price of the Registrant's Common Stock on
February 21, 1997.
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.**
PROSPECTUS
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VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
50,000 Shares of Common Stock
(Par Value $0.01 Per Share)
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The Virginia Beach Federal Financial Corporation Dividend Reinvestment
Plan (the "Plan") provides each record holder of a minimum of fifty (50) shares
of the common stock, par value $0.01 per share ("Common Stock") of Virginia
Beach Federal Financial Corporation ("Company"), with a simple and convenient
method of investing cash dividends and optional cash payments for the purchase
of additional shares of Common Stock without payment of any brokerage commission
or service charge. Any holder of a minimum of fifty (50) shares of the Common
Stock is eligible to participate in the Plan.
A participant in the Plan may purchase additional shares of Common Stock
by:
-- reinvesting cash dividends paid on all or a portion of the shares of
Common Stock held by the participant; or
-- making optional cash payments of not less than $25 and not more than
$2,000 per calendar quarter, provided that the participant's
dividends are being reinvested in Common Stock.
The Common Stock to be issued in connection with the Plan will either be
purchased directly from the Company or in the open market. If the shares are
purchased directly from the Company, the purchase price to the participant of
shares purchased will be determined based upon the mean of the last bid and ask
price of the Common Stock as reported on the Nasdaq Market System as of the date
of such transactions. If shares are purchased in the open market, the purchase
price will be the average price of all shares purchased in the open market for
Plan participants with respect to all Common Stock purchased for that dividend
investment period. (See Question 13 of the Plan herein)
This Prospectus relates to 50,000 shares of the Common Stock registered
for issuance under the Plan pursuant to the Registration Statement of which this
Prospectus is a part (and such additional shares as may result from any stock
split, stock dividend, or other recapitalization affecting the Common Stock
covered by this Prospectus) available for issuance and sale under the Plan.
THE SECURITIES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 26, 1997
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus in connection with the offer made by this
Prospectus and, if given or made, any such information or representation must
not be relied upon as having been authorized by the Company. This Prospectus is
not an offer to sell, or a solicitation of an offer to buy, by any person in any
jurisdiction in which it is unlawful for such person to make such an offer or
solicitation. Except as otherwise indicated herein, this Prospectus speaks as of
its date and does not purport to reflect any changes which may have occurred in
the affairs of the Company thereafter.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files periodic and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information concerning the Company may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street N.W., Washington, D.C. 20549 and at the
Commission's Regional Office at Seven World Trade Center, 13th Floor, New York,
New York 10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Company's Common Stock ($0.01 Par Value) is
reported on the Nasdaq Market System. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's Web site is http://www.sec.gov.
TABLE OF CONTENTS
Page
The Company............................................................. 1
The Plan................................................................ 1
Purpose and Advantages.............................................. 1
Plan Administration................................................. 2
Participation....................................................... 2
Optional Cash Payments.............................................. 3
Purchases........................................................... 3
Costs to Participants............................................... 5
Reports to Participants............................................. 5
Dividends........................................................... 5
Stock Certificates.................................................. 5
Withdrawal from the Plan............................................ 6
Other Information................................................... 6
Description of Registrant's Capital Stock............................... 9
Validity of Common Stock................................................ 9
Experts................................................................. 9
Indemnification......................................................... 10
Use of Proceeds......................................................... 10
Incorporation of Certain Documents By Reference......................... 10
DESCRIPTION OF
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
THE COMPANY
The issuer of the shares of Common Stock covered by this Prospectus is
Virginia Beach Federal Financial Corporation ("Company"). The Company has its
principal offices at 2101 Parks Avenue, Virginia Beach, Virginia 23451
(telephone: (757) 428-9331). Its sole subsidiary is First Coastal Bank (formerly
known as Virginia Beach Federal Savings Bank (the "Bank")) with principal
offices at 2101 Parks Avenue, Virginia Beach, Virginia 23451 (telephone: (757)
428-9331). The Bank is a wholly-owned subsidiary of the Company.
THE PLAN
The Board of Directors of Virginia Beach Federal Financial Corporation
(the "Company") has adopted the Virginia Beach Federal Financial Corporation
Dividend Reinvestment Plan (the "Plan") in accordance with which up to 50,000
shares of the Company's common stock (the "Common Stock"), are available for
purchase by the stockholders of the Company by means of reinvestment of cash
dividends paid on the Common Stock and by contribution of additional cash
payments. Purchases of Common Stock under the Plan may be made from the Company
or in the open-market. The Plan will remain in effect until amended, altered or
terminated by the Company. Stockholders who do not participate in the Plan will
continue to receive cash dividends, as declared, in the usual manner. The Plan
is set forth below as a series of questions and answers.
PURPOSE AND ADVANTAGES
1. What is the purpose of the Plan?
The purpose of the Plan is to provide participants with a simple,
convenient and economical method of investing cash dividends paid on shares of
Common Stock of the Company and by payment of additional cash contributions for
the purchase of additional shares of Common Stock. The Plan allows participants
to have all cash dividends paid on their shares of Common Stock automatically
reinvested in Common Stock of the Company.
2. What are the advantages of the Plan?
Participants may increase their holdings of Common Stock with the
reinvestment of cash dividends received on previously owned Common Stock
registered in their names and by payment of additional cash contributions
without incurring any service charges and without the payment of brokerage
commissions in connection with purchases under the Plan. Regular statements of
account provide each participant with a record of each transaction.
Participation in the Plan is entirely voluntary. You may join or terminate your
participation at any time prior to a particular dividend record date by making
timely written notice to the Plan Administrator (see Question 3).
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PLAN ADMINISTRATION
3. Who administers the Plan for participants?
American Stock Transfer & Trust Company, New York, New York, the Company's
stock transfer agent, (hereinafter referred to as "Plan Administrator")
administers the Plan for participants by maintaining records, sending statements
of account to participants and performing other duties relating to the Plan.
Shares of Common Stock purchased under the Plan are registered in the name of
the Plan Administrator's nominee and are credited to the accounts of the
participants in the Plan. The Plan Administrator acts in the capacity as agent
for participants in the Plan. The Company may replace the Plan Administrator at
any time within its sole discretion.
PARTICIPATION
4. Who is eligible to participate?
All holders of record of a minimum of fifty (50) shares of Common Stock of
the Company are eligible to participate in the Plan. Beneficial owners of shares
of Common Stock whose shares are registered in names other than their own (for
instance, in the name of a broker or nominee) may become stockholders of record
by requesting their broker or nominee to transfer such shares into their own
names. Alternatively, beneficial owners of shares of Common Stock may request
that the broker or nominee enroll in the Plan on your behalf. The right to
participate in the Plan is not transferable to another person apart from a
transfer of a Participant's shares of Common Stock. Stockholders who reside in
jurisdictions in which it is unlawful for a stockholder to participate in such a
Plan are not eligible to participate in the Plan.
5. How does an eligible stockholder participate?
To participate in the Plan, a stockholder of record (or a broker or
nominee) must simply complete an Authorization Form and return it to the Plan
Administrator. An Authorization Form is enclosed herewith. Additional copies of
the Authorization Form will be provided from time to time to the holders of the
Company's Common Stock, and may be obtained at any time by written request to
American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor, New York,
New York 10005, Attn: Dividend Reinvestment Department.
6. When may an eligible stockholder join the Plan?
A stockholder of record (or a broker or nominee) owning a minimum of fifty
(50) shares of Common Stock may enroll in the Plan at any time. If the
Authorization Form is received by the Plan Administrator on or before the record
date for a dividend payment, and the participant elects to reinvest the
dividends in shares of Common Stock, such reinvestment of dividends will begin
with that dividend payment. Please note that the Plan does not represent any
change in the Company's dividend policy or a guarantee of the payment of any
future dividends.
7. What does the Authorization Form provide?
The Authorization Form directs the Company to pay to the Plan
Administrator for the account of the participating stockholder of record all
cash dividends on the shares registered in the name of the
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participant as reflected in the records of the Company's stock transfer agent,
as well as dividends paid on the shares credited to the participant's account
under the Plan. It also appoints the Plan Administrator (or such other plan
administrator as the Company may from time to time designate) as agent for the
stockholder and directs such agent to apply all of such cash dividends for the
purchase of additional shares of Common Stock in accordance with the terms and
conditions of the Plan. Such Authorization Form may also authorize the
investment of additional cash contributions for the purchase of shares of Common
Stock as of the next Investment Date.
8. Is there a minimum level of investment under the Plan?
No, provided that the participant is the record owner of not less than
fifty (50) shares of Common Stock as of the dividend record date, and the
dividends associated with such Common Stock are utilized for reinvestment under
the Plan.
9. May a stockholder have dividends reinvested under the Plan with respect
to less than all of the shares of Common Stock registered in that stockholder's
name?
Yes, reinvestment of dividends is permissible for all or a portion of
dividends paid on the Common Stock registered in your name, subject to the
minimum holdings of 50 shares. Also, the Common Stock held in a participant's
brokerage or trust account is eligible for enrollment for dividend reinvestment.
OPTIONAL CASH PAYMENTS
10. May a participant elect to make additional cash payments under the
Plan?
Yes. In addition to the reinvestment of dividends paid on shares of Common
Stock, participants may make optional cash contributions of between $25.00 and
$2,000.00 per calendar quarter for the purchase of additional shares of Common
Stock. The Company will not approve investment of optional cash contributions in
excess of the stated limit. Participants wishing to make optional cash
contributions may forward such funds to the Plan Administrator within 30 days
prior to the next dividend payment date. No interest earnings will be paid on
such funds. Funds submitted prior to 30 days before the next dividend payment
date will be returned. OPTIONAL CASH CONTRIBUTIONS DO NOT CONSTITUTE DEPOSITS OR
SAVINGS ACCOUNTS ISSUED BY A SAVINGS INSTITUTION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
Upon written request addressed to the Plan Administrator received at least
5 business days prior to the next dividend payment date, any optional cash
contributions received which have not yet been invested in Common Stock will be
reimbursed to the participant.
PURCHASES
11. When will purchases be made?
Purchases under the Plan will be made during each calendar quarter on each
"Investment Date," which will be the first business day following a dividend
payment date or as soon as practicable thereafter. Purchases of Common Stock
will be made at the direction of the Plan Administrator or its
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selected broker/dealer. At the Company's sole discretion, such purchases of
Common Stock will be made directly from the Company from treasury shares or
newly issued shares of Common Stock. Such purchases will be made in accordance
with applicable federal securities laws and regulations. No interest earnings
will be paid by the Plan Administrator on dividend payments pending their
investment in Common Stock.
In the event applicable law or the closing of the securities markets
requires temporary curtailment or suspension of open market purchases of shares
of the Common Stock, the Plan Administrator is not accountable for its inability
to make purchases at such time. If shares of Common Stock are not available for
purchase for a period longer than 30 days from the prior dividend payment date,
the Plan Administrator will promptly mail to each participant a check in the
amount of any unapplied funds in the participant's account.
12. How many shares of Common Stock will be purchased for participants?
The number of shares that will be purchased for each participant on any
dividend payment date will depend on the amount of the participant's cash
dividend and any additional cash contributions received and the purchase price
of the shares of Common Stock. Each participant's account will be credited with
that number of shares (including fractional shares computed to three decimal
places) equal to the total amount to be invested, divided by the applicable
purchase price (computed to four decimal places).
13. What will be the price of shares of Common Stock purchased under the
Plan?
In making purchases of Common Stock for a participant's account associated
with each Investment Date, the Plan Administrator will commingle the
participant's funds with those of other participants under the Plan. The price
of shares of Common Stock purchased for participants under the Plan with
reinvested dividends on their Common Stock for each Investment Date will be
equal to the average price of all shares of the Common Stock purchased on the
Investment Date by the Plan Administrator on behalf of the Plan. To the extent
that Common Stock is issued to the Plan directly by the Company, the purchase
price of such Common Stock will be determined based upon the mean of the last
bid and ask price of the Common Stock as reported on the Nasdaq Market System as
of the date of such transactions. The Plan Administrator shall have no
responsibility with respect to the market value of the Common Stock acquired
under the Plan for Participant Accounts. The Company will bear all costs of
administering the Plan, except as described under Question 15 below.
14. How are dividends on shares purchased through the Plan applied?
The purpose of the Plan is to provide the participant with a convenient
method of purchasing shares of Common Stock and to have the dividends on those
shares reinvested. Accordingly, dividends paid on shares held in the Plan will
be automatically reinvested in additional shares of Common Stock unless and
until the participant elects in writing to terminate participation in the Plan.
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COSTS TO PARTICIPANTS
15. Are there any expenses to participants in connection with purchases
under the Plan?
No. Participants will make purchases of Common Stock under the Plan
without the payment of brokerage commissions, and the Company will pay all fees
in connection with purchases of shares of Common Stock under the Plan, except
for costs associated with the actual purchase price of the Common Stock
purchased on the Investment Date. There are no service charges to participants
in connection with purchases of shares of Common Stock under the Plan. All costs
of administration of the Plan are paid by the Company. However, if a participant
requests the Plan Administrator to sell his or her shares in the event of his or
her withdrawal from the Plan (rather than you receiving certificates of stock
upon such withdrawal), the participant will pay the applicable brokerage
commission associated with the sale of such Common Stock, any required transfer
tax, and applicable service charges.
REPORTS TO PARTICIPANTS
16. How will participants be advised of their purchases of stock?
As soon as practicable after each purchase, each participant will receive
a statement of account from the Plan Administrator. These statements are the
participant's continuing record of the purchase price of the shares acquired and
the number of shares acquired, and should be retained for tax purposes.
Participants will also receive, from time to time, communications sent to all
record holders of the Common Stock.
DIVIDENDS
17. Will participants be credited with dividends on shares held in their
account under the Plan?
Yes. The participant's account will be credited with dividends paid on
full shares and fractional shares credited to the participant's account. The
Plan Administrator will automatically reinvest the cash dividends received for
the purchase of additional shares of Common Stock.
STOCK CERTIFICATES
18. Will stock certificates be issued for shares of Common Stock purchased?
The Plan Administrator will hold all stock certificates representing the
Common Stock purchased under the Plan in the name of its nominee. The number of
shares credited to an account under the Plan will be shown on the participant's
statement of account.
The Participant may receive certificates for full shares accumulated in
his or her account under the Plan by sending a written request to the Plan
Administrator. Participants may request periodic issuance of certificates for
all full shares in the account. When certificates are issued to the participant,
future dividends on such shares will be reinvested in shares of Common Stock.
Any undistributed shares will continue to be reflected in the participant's
account. No certificates representing fractional shares will be issued.
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The Participant's rights under the Plan and shares credited to the account
of the participant under the Plan may not be pledged. A participant who wishes
to pledge such shares must request that certificates for such shares be issued
in his or her name.
Accounts under the Plan are maintained in the names in which the
certificates of participants were registered at the time they entered the Plan.
Additional certificates for whole shares will be similarly registered when
issued.
WITHDRAWAL FROM THE PLAN
19. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator. Notice received after a particular
dividend record date will be effective following the payment date of such
dividend. (See Question 5 for the full name and address of the Plan
Administrator). When a participant withdraws from the Plan, or upon termination
of the Plan by the Company, certificates for whole shares credited to the
participant's account under the Plan will be issued and a cash payment will be
made for any fraction of a share (see Question 20).
Upon withdrawal from the Plan, the participant may also request that all
of the shares credited to his or her account be sold by the Plan Administrator.
If such sale is requested, the Plan Administrator will place a sale order, as
promptly as possible after the processing of the request for withdrawal, for the
account of the participant through an agent designated by the Plan Administrator
at the prevailing market price at the time of such sale. The participant will
receive from the Plan Administrator a check for the proceeds of the sale less
any applicable brokerage commission and any transfer tax.
20. What happens to a fraction of a share when a participant withdraws from
the Plan?
When a participant withdraws from the Plan, a cash adjustment representing
the value of any fraction of a share then credited to the participant's account
will be mailed directly to the participant. The cash adjustment will be based on
the closing price of the Common Stock on the effective date of the withdrawal.
In no case will certificates representing a fractional share interest be issued.
OTHER INFORMATION
21. What happens when a participant's record ownership of shares of Common
Stock is less than fifty (50) shares as of a dividend record date?
If a participant disposes of shares of Common Stock registered in his or
her name (including shares credited to his or her account under the Plan) so
that the total number of shares held in the name of the participant is less than
fifty (50) shares, the Plan Administrator will discontinue the reinvestment of
cash dividends on the shares credited to the participant's account under the
Plan, and additional cash contributions, until such participant's record
ownership of shares increases to at least fifty (50) shares in the aggregate.
All applicable dividends will be paid in the form of cash until such
participant's stock ownership increases to at least fifty (50) shares. If
following a disposition of stock, a participant's aggregate record ownership of
the Common Stock contains less than fifty (50) shares of Common Stock, then at
the Company's election, a cash payment will be made for any fractional shares,
any uninvested cash balance in the account will be paid to the participant, and
the account will be terminated.
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22. What happens if the Company issues a stock dividend, declares a stock
split or makes a rights offering?
Any shares representing stock dividends or stock splits distributed by the
Company on shares credited to the account of a participant under the Plan will
be added to the participant's account. Shares representing stock dividends or
split shares distributed on shares registered in the name of the participant
will be mailed directly to such participant in the same manner as to
stockholders who are not participating in the Plan.
In the event the Company makes a rights offering of any of its securities
to holders of Common Stock, participants in the Plan will be notified by the
Company in advance of the commencement of the offering. Participants should
instruct the Plan Administrator to transfer full Plan shares into their own
names prior to the record date for such offering if they wish to exercise such
rights. If no such instructions are received by the Plan Administrator prior to
such record date, then such rights shall terminate with respect to both the
participant and the Plan Administrator.
23. How will a participant's shares held under the Plan be voted at
meetings of stockholders?
Shares credited to the account of a participant under the Plan will be
automatically added to the shares covered by the proxy sent to the stockholder
with respect to his or her other shares in the Company and may be voted by such
holder pursuant to such proxy. The Plan Administrator will forward any proxy
solicitation materials relating to the shares of Common Stock held by the Plan
to the participating stockholder.
Where no instructions are received from a participant with respect to a
participant's shares held under the Plan, or otherwise, such shares shall not be
voted unless the participant votes such shares in person.
24. What are the income tax consequences of participation in the Plan?
In general, a participant in the Plan has the same Federal and state
income tax obligations with respect to dividends credited to his or her account
under the Plan as other holders of shares of Common Stock who elect to receive
cash dividends directly. A participant is treated for income tax purposes as
having received, on the dividend payment date, a dividend in an amount equal to
the fair market value of the Common Stock credited to his or her account under
the Plan, even though that amount was not actually received by the participant
in cash, but, instead, was applied to the purchase of additional shares for his
or her account. In addition, any brokerage commissions and service charges paid
by the Company on behalf of the participant is deemed to constitute dividend
income by the Internal Revenue Service ("IRS"). Such amounts, if any, will be
included on any annual information return filed with the IRS, a copy of which
will be sent to the participant.
The tax basis of each share of Common Stock credited to a participant's
account pursuant to the dividend reinvestment aspect of the Plan is the fair
market value of the Common Stock on the Investment Date (plus any brokerage
commissions and service charges paid by the Company on behalf of the
participant). The holding period for such shares begins on the day following the
Investment Date.
The receipt by a participant of certificates representing whole shares
previously credited to his or her account under the Plan upon withdrawal from
the Plan or pursuant to the request of the participant
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will not result in the recognition of taxable income. A participant will
recognize a gain or loss when shares are sold on behalf of the participant upon
withdrawal from the Plan or when the participant sells shares after the
participant's withdrawal from the Plan.
All participants are advised to consult with their own tax advisors to
determine the particular tax consequences which may result from their
participation in the Plan and the subsequent sale by them of shares purchased
pursuant to the Plan.
25. What are the responsibilities of the Company under the Plan?
The Company and the Plan Administrator in administering the Plan will not
be liable for any act done in good faith or for the good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant's account upon such participant's death or judicially
declared incompetency or with respect to the prices at which shares are
purchased for the participant's account, and the times when such purchases are
made, with respect to any loss or fluctuation in the market value after purchase
of shares, or with respect to any sales of Common Stock made under the Plan on
behalf of the participant.
The Company shall interpret the Plan; all such interpretations and
determinations made by the Company shall be conclusive. The terms and conditions
of the Plan, the Authorization Form, the Plan's operation, and a Participant's
Account will be governed by the laws of the Commonwealth of Virginia and the
Rules and Regulations of the Securities and Exchange Commission. The terms of
the Plan and the Authorization Form cannot be changed by oral agreement.
26. Who bears the risk of market price fluctuations in the Common Stock?
A participant's investment in shares acquired under the Plan is no
different from direct investment in shares of the Company. The participant bears
the risk of loss and realizes the benefits of any gain from market price changes
with respect to all such shares held in the Plan, or otherwise. Neither the
Company nor the Plan Administrator makes any representations with respect to the
future value of the Common Stock purchased under the Plan. The participant
should recognize that the Company, the Plan Administrator and related parties
cannot assure the participant of realizing any profits or protect the
participant against a loss related to investment in the Common Stock purchased
or sold under the Plan. THE COMMON STOCK PURCHASED IN ACCORDANCE WITH THE PLAN
DOES NOT CONSTITUTE SAVINGS ACCOUNTS OR DEPOSITS ISSUED BY A SAVINGS INSTITUTION
OR BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY.
27. May the Plan be changed or discontinued?
The Plan may be amended, suspended, modified or terminated at any time by
the Board of Directors of the Company without the approval of the participants.
Notice of any such suspension or termination or material amendment or
modification will be sent to all participants, who shall at all times have the
right to withdraw from the Plan.
The Company or the Plan Administrator may terminate a stockholder's
individual participation in the Plan at any time by written notice to the
stockholder. In such event, the Plan Administrator will request instructions
from the participant for disposition of the shares in the account. If the Plan
8
Administrator does not receive instructions from the participant, it will send
the participant a certificate for the number of full shares held for the
participant under the Plan and a check for any fractional share.
DESCRIPTION OF REGISTRANT'S CAPITAL STOCK
The following statements are summaries of, and are subject to the detailed
provisions of, the Company's Amended and Restated Articles of Incorporation,
By-laws and to the relevant provisions of the Virginia Stock Corporation Act.
The aggregate number of shares of all classes of capital stock which the
Company has authority to issue is 15,000,000, of which 10,000,000 are to be
shares of Common Stock, $0.01 par value per share, and of which 5,000,000 are to
be shares of serial preferred stock, $0.01 par value per share. As of December
31, 1996, there were 4,970,307 shares of Common Stock outstanding.
The holders of Common Stock are entitled to receive dividends, when, as
and if declared by the Board of Directors, from funds legally available
therefor, and are entitled upon liquidation to receive pro rata the net assets
of the Company after satisfaction in full of the prior rights of creditors of
the Company and holders of any Preferred Stock. The principal source of funds
for payment of dividends by the Company is dividends paid by its subsidiary
Bank.
The holders of the Common Stock are entitled to one vote for each share
held on all matters as to which shareholders are entitled to vote. The holders
of the Common Stock do not have cumulative voting rights, any preferential or
preemptive right with respect to any securities of the Company or any conversion
rights. The Common Stock is not subject to redemption. The outstanding shares of
Common Stock are fully paid and non-assessable.
American Stock Transfer & Trust Company is the Company's stock transfer
agent, Registrar and Dividend Disbursement Agent for the Common Stock.
The Company's principal assets and sources of income are its investments
in its sole subsidiary the Bank, and it is a legal entity separate and distinct
from its subsidiaries. There are various legal limitations on the extent to
which this bank and other subsidiaries can finance or otherwise supply funds to
the Company and certain of its affiliates.
VALIDITY OF COMMON STOCK
The validity of the Common Stock offered hereby has been passed upon for
the Company by Malizia, Spidi, Sloane & Fisch, P.C.
EXPERTS
The consolidated financial statements of the Company as of and for the
year ended December 31, 1995, have been incorporated by reference herein and in
the registration statement in reliance upon the report of KPMG Peat Marwick LLP,
independent auditors, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
The consolidated statement of financial condition as of December 31, 1994
and the related consolidated statements of operations, of cash flows and of
changes in stockholders' equity for each of the two years in the period ended
December 31, 1994, incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 1995, have been so
incorporated in reliance upon the report of Price Waterhouse LLP, independent
accountants, given on the authority of
9
said firm as experts in accounting and auditing.
The Company has agreed to indemnify Price Waterhouse LLP for the payment
of solely the legal costs and expenses that Price Waterhouse LLP might incur in
its successful defense of a legal action or proceeding that arises as a result
of the consent of Price Waterhouse LLP to the incorporation of its audit report
on the Company's 1994 and 1993 financial statements in the Registration
Statement. With respect to such indemnification, legal costs and expenses must
be actually and reasonably incurred by Price Waterhouse LLP in connection with
the defense or settlement of such action or proceeding and so long as Price
Waterhouse LLP acted in good faith and in a manner in or not opposed to the best
interests of the Company, except that no indemnification shall be made in
respect of any claim, issue or matter as to which Price Waterhouse LLP shall
have been determined to be liable to the Company or for which Price Waterhouse
LLP was unsuccessful in its defense. A successful defense in this context would
be one in which Price Waterhouse LLP (or any of its members) is determined to
have been neither culpable nor obligated to pay any part of the plaintiff's
damages with respect to any such action or proceeding.
INDEMNIFICATION
The Company's Articles of Incorporation provides that it shall indemnify
its directors and certain of its officers, acting in such capacity, to the full
extent permitted by applicable Commonwealth of Virginia law, from all
liabilities and reasonable expenses incurred by them in connection with suits or
proceedings against them.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
USE OF PROCEEDS
The Company does not know the number of shares that will be sold under the
Plan, or the prices thereof. The proceeds it receives from such sales will be
available for general corporate purposes, including investments in, or
extensions of credit to, subsidiaries of the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference the following documents of the
Company filed by it with the Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment or report filed for the
purpose of updating such description.
10
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of this offering are hereby incorporated by reference into this
Prospectus 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 herein by reference shall be deemed to be modified or superseded
for purposes of this Prospectus 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 Prospectus.
The Company hereby undertakes to provide without charge, to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been incorporated by reference herein, other than exhibits, unless such exhibits
are specifically incorporated by reference into such documents. Requests for
such copies should be directed to: Virginia Beach Federal Financial Corporation,
2101 Parks Avenue, Virginia Beach, Virginia 23415. Attention: Corporate
Secretary, telephone number (757) 428-9331.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission registration fee........ $ 171.39
Printing Expenses.............................................. 2,000.00
Accounting Fees and Expenses.................................... 1,500.00
Legal Fees and Expenses ....................................... 3,500.00
Miscellaneous expenses..................................... 500.00
-------------
Total................................................... $ 7,671.39
=============
- - -----------
* All amounts other than the registration fee are estimated. These expenses
do not include annual recurring costs for the operation of the Plan.
Item 15. Indemnification of Directors and Officers.
Pursuant to Article XIII of the Corporation's Articles of Incorporation,
as amended and restated, and consistent with Section 13.1-697 of the Virginia
Stock Corporation Act, the Corporation shall indemnify and may contract in
advance to indemnify an individual who is, was or is threatened to be made a
party to a proceeding because he is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving the Corporation or any other legal entity in any capacity at the request
of the Corporation against all liabilities and reasonable expenses incurred in
the proceeding except such liabilities and expense as are incurred because of
his willful misconduct or knowing violation of the criminal law, regardless of
whether the proceeding is by or in the right of the Corporation. The
determination that indemnification is permissible and the evaluation as to the
reasonableness of expenses in a specific case shall be made, in the case of a
director, as provided by law, and in the case of an officer, in the same manner
as provided by law for directors; provided, however, that if a majority of the
directors of the Corporation has changed after the date of the alleged conduct
giving rise to a claim for indemnification, such determination and evaluation
shall, at the option of the person claiming indemnification, be made by special
legal counsel agreed upon by the board of director and such person. Unless a
determination has been made that indemnification is not permissible, the
Corporation shall make advances and reimbursements for expenses incurred by a
director or officer in a proceeding upon receipt of an undertaking from him to
repay the same if it is ultimately determined that he is not entitled to
indemnification. Such undertaking shall be an unlimited, unsecured general
obligation of the director or officer and shall be accepted without reference to
his ability to make repayment. The termination of a proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendre or its
equivalent shall not of itself create a presumption that a director of officer
acted in such a manner as to make him ineligible for indemnification.
The Corporation has not purchased director and officer liability insurance
that would insure directors and officers against certain liabilities in
connection with the performance of their duties as directors and officers, and
would provide for payment to the Corporation of costs incurred by it in
indemnifying its directors.
II-1
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Corporation pursuant to the foregoing provisions, the Corporation has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 16. Exhibits and Financial Statement Schedule.
For a list of all exhibits filed or included as part of this Registration
Statement, see "Index to Exhibits" at the end of this Registration Statement.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers and 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 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (i)
and (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 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.
II-2
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold as the termination of the
offering.
(4) 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide, offering thereof.
II-3
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-3 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, Commonwealth of Virginia, on January
30, 1997.
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION
Dated: January 30, 1997 By:/s/John A. B. Davies, Jr.
--------------------- ---------------------------------------------
John A. B. Davies, Jr.
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirement 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.
By: By:
/s/John A. B. Davies, Jr. /s/Charles P. Fletcher
----------------------------------- ----------------------------
John A. B. Davies, Jr. Charles P. Fletcher
President and Director Chairman of the Board
(Principal Executive Officer)
Date: January 30, 1997 Date: January 30, 1997
By: /s/Dennis R. Stewart By: /s/ Floyd E. Kellam, Jr
----------------------------------- ----------------------------
Dennis R. Stewart Floyd E. Kellam, Jr.
Executive Vice President/ Vice Chairman of the Board
Chief Financial Officer
(Principal Financial Officer)
Date: January 30, 1997 Date: January 30, 1997
By: /s/Edward E. Brickell By: /s/Robert H. DeFord, Jr.
----------------------------------- ----------------------------
Edward E. Brickell Robert H. DeFord, Jr.
Director Director
Date: January 30, 1997 Date: January 30, 1997
By: /s/Betty Anne Huey By: /s/Rufus S. Kight, Jr.
----------------------------------- ----------------------------
Betty Anne Huey Rufus S. Kight, Jr.
Director Director
Date: January 30, 1997 Date: January 30, 1997
By: /s/Ivan D. Mapp By: /s/ George R. C. McGuire
----------------------------------- ----------------------------
Ivan D. Mapp George R. C. McGuire
Director Director
Date: January 30, 1997 Date: January 30, 1997
INDEX TO EXHIBITS
Exhibit Description
4.1 The Registrant's Restated Articles of Incorporation
4.2 The Registrant's Amended and Restated Bylaws
4.3 Form of Authorization Form
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C.
as to the validity of the Common Stock being registered.
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1)
23.2 Consent of Independent Auditors
23.3 Consent of Independent Auditors