SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MID-ATLANTIC COMMUNITY BANKGROUP, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1809409
(State of incorporation or organization) (I.R.S. Employer Identification No.)
7171 George Washington
Memorial Highway
Gloucester, Virginia 23061
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a If this Form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction effective simultaneously with the
A(c)(1) please check the following box. [_] effectiveness of a concurrent registration
statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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none none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 Par Value
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The following summary description of the capital stock of the
Registrant is qualified in its entirety by reference to applicable provisions of
Virginia law and the undersigned Registrant's Articles of Incorporation and
Bylaws, which are exhibits to this Form 8-A.
Common Stock
Authorized Common Stock. The Articles of Incorporation of the
Registrant (the "Articles of Incorporation") authorize the issuance of Ten
Million (10,000,000) shares of its Common Stock, par value $5.00 per share (the
"Common Stock"), without further shareholder approval.
Voting Rights. Each share of the Common Stock entitles the holder
thereof to one vote on all matters voted on by stockholders. The shares of the
Common Stock do not have cumulative voting rights, which means that the holders
of more than 50% of the shares of the Common Stock voting for the election of
directors can elect all of the directors, in which event the holders of the
remaining shares of the Common Stock will not be able to elect any of the
directors.
Dividend Rights. Holders of the Common Stock are entitled to receive
dividends when, as and if declared by the Board of Directors out of funds
legally available for the payment of dividends.
Liquidation Rights. Upon any liquidation, dissolution or winding up of
the affairs of the Registrant, holders of the Common Stock are entitled to
receive pro rata all of the assets of the Registrant available for distribution
to stockholders.
Assessment and Redemption. There is no provision for any involuntary
redemption of the Common Stock.
No Conversion or Similar Rights. Holders of the Common Stock have no
preemptive rights.
Board of Directors
The Articles of Incorporation provide that the number of directors of
the Registrant shall be fixed in the Bylaws. The Bylaws provide for fourteen
(14) directors.
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Filling Vacancies on the Board of Directors
Under Virginia law, newly created directorships resulting from any
increase in the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other cause, can
be filled by the shareholders, by the Board of Directors or by the affirmative
vote of the majority of the remaining directors then in office, if the number of
remaining directors is less than a quorum of the Board of Directors.
Removal of Directors
The Articles of Incorporation allow the for removal of directors from
office, with or without cause, only if holders of more than 70% of the
outstanding shares of the Common Stock vote in favor of removal.
Indemnification of Directors, Officers and Employees
Under the Articles of Incorporation, officers and directors are
entitled to indemnification unless a court finds them liable for willful
misconduct or a knowing violation of criminal law. The amount of damages that
may be assessed against an officer or director is limited by the Articles of
Incorporation to $50,000.00 per transaction in any proceeding brought by a
shareholder against an officer or director in connection with his position with
the Registrant. Under Virginia law, the liability of an officer or director is
not limited if the officer or director engages in willful misconduct or a
knowing violation of the criminal law or of any federal or state securities law,
including, without limitation, any claim of unlawful insider trading or
manipulation of the market for any security.
The rights of indemnification provided in the Articles of Incorporation
are not exclusive of any other rights which may be available under any insurance
or other agreement, by vote of shareholders or disinterested directors or
otherwise. In addition, the Articles of Incorporation authorize the Registrant
to maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, whether or not the Registrant would have
the power to provide indemnification to such person. The rights of
indemnification provided to directors could reduce the likelihood of shareholder
derivative actions and may discourage other third party claims against the
directors, even if such actions otherwise would be beneficial to shareholders.
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 Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission (the "Commission") such indemnification is
against public policy as expressed in the Securities Act and is therefor
unenforceable.
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Special Meetings of Shareholders
The Bylaws provide that special meetings of shareholders may be held
whenever called by the President, Chairman of the Board of Directors, the Board
of Directors itself, or the holders of at least 25% of the outstanding shares of
the Common Stock.
Shareholder Nominations and Proposals
Under the Bylaws, notice of a proposed nomination for any meeting of
shareholders called for the election of directors, or notice of a shareholder
proposal for an annual meeting of shareholders fulfilling certain specified
requirements, must be received by the Registrant not less than 60 nor more than
90 days prior to any meeting of shareholders called for the election of
directors, provided in each case that if fewer than 70 days' notice of the
meeting is given to shareholders, such written notice must be received not later
than the close of business on the tenth day following the day on which notice of
the meeting was mailed to shareholders.
The Bylaws require that the shareholder's notice set forth as to each
nominee (i) the name, age, business address and residence address of such
nominee, (ii) the principal occupation or employment of such nominee, (iii) the
class and number of shares which are beneficially owned by such nominee, and
(iv) any other information relating to such nominee that is required under
federal securities laws to be disclosed in solicitations of proxies for the
election of directors, or is otherwise required (including, without limitation,
such nominee's written consent to being named in a proxy statement as nominee
and to serving as a director if elected). The Bylaws further require that the
shareholder's notice set forth as to the shareholder giving the notice (i) the
name and address of such shareholder and (ii) the class and amount of such
shareholder's beneficial ownership of the Registrant's capital stock. If the
information supplied by the shareholder is deficient in any material aspect or
if the foregoing procedure is not followed, the chairman of the meeting may
determine that such shareholder's nomination should not be brought before the
meeting, and the defective nomination shall be disregarded.
The advance notice procedure of the Bylaws affords the Board of
Directors the opportunity to consider the qualifications of the proposed
nominees and to inform shareholders about such qualifications. Although such
procedure does not give the Board of Directors any power to approve or
disapprove of shareholder nominations for election of directors, it may have the
effect of precluding surprise nominations and a contest for the election of
directors if such procedure established by it is not followed. Furthermore, such
procedure may discourage or deter a third party from conducting a solicitation
of proxies to elect its own slate of directors.
The Bylaws require that the shareholder's notice of any shareholder
proposal to be presented at an annual meeting of shareholders must set forth as
to each such shareholder proposal (a) a brief description of the business
desired to be brought before the annual
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meeting and the reasons for conducting such business at the annual meeting, (b)
the name and address, as they appear on the Registrant's books, of the
shareholder proposing such business, (c) the class and number of shares of the
Registrant which are beneficially owned by the shareholder and (d) any material
interest of such shareholder in such proposal. If the information supplied by
shareholder is deficient in any material aspect or if the foregoing procedure is
not followed, the chairman of the annual meeting may determine that such
shareholder's business should not be brought before the annual meeting, and the
business shall not be transacted.
The procedures regarding shareholder proposals and nominations provide
the Board of Directors with the information which will be necessary to evaluate
a shareholder proposal or nomination and other relevant information, such as
existing shareholder support, as well as the time necessary to consider and
evaluate such information in advance of the applicable meeting. The procedures
also give incumbent directors advance notice of a business proposal or
nomination. This notice may make it easier for the incumbent directors to defeat
a shareholder proposal or nomination, even when certain shareholders view such
proposal or nomination as in the best interests of the Registrant or its
shareholders. The Articles of Incorporation and Bylaws do not prevent
shareholders from making proposals under the Commission's rules and regulations.
Amendment of Governing Instruments
Amendments to the articles of incorporation of Virginia corporations,
such as the Registrant, can be submitted to the shareholders for a vote only by
the board of directors. Virginia law provides, as a general rule, that an
amendment to the articles of incorporation must be approved by each voting group
entitled to vote on the proposed amendment by more than two-thirds of all votes
entitled to be cast by such voting group. However, Virginia law also permits the
articles of incorporation to provide for a greater or lesser vote. The Articles
of Incorporation contain such a provision. The Articles of Incorporation provide
that amendments must be approved by a majority of the votes entitled to be cast
by each voting group entitled to vote and, unless such action is approved by at
least two-thirds of the directors, by holders of at least two-thirds of the
issued and outstanding shares of the Common Stock.
The voting requirements described above are intended to ensure that
amendments to the Articles of Incorporation and certain Bylaw provisions are
favored by a majority of the outstanding shares of each voting group entitled to
vote and by either two-thirds of directors or holders of a large majority of the
shares of the Common Stock.
The Bylaws of the Registrant generally may be amended by either the
Board of Directors or the shareholders by a majority vote.
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Mergers, Consolidations and Sales of Assets
The Articles of Incorporation provide that a plan of merger or share
exchange or a direct or indirect sale, lease, exchange or other disposition of
all or substantially all of the property of the Registrant not in the ordinary
course of business may be approved by the same vote that is required in order to
amend the Articles of Incorporation. See "Amendment of Governing Instruments."
Additionally, consistent with Virginia law, the Board of Directors may condition
its submission of such plan of merger or share exchange or such a sale or
disposition of assets to the shareholders on any basis, including the
requirement of a greater vote than the required vote described above. The
reasons that the Articles of Incorporation provide for an alternative vote on
mergers, share exchanges and certain sales, leases, exchanges or dispositions of
assets are the same reasons that the Articles of Incorporation provide for an
alternative vote to amend the Articles of Incorporation. In many situations, the
effect of the provisions in the Articles of Incorporation that govern amendments
to the Articles of Incorporation, mergers and share exchanges and certain
dispositions of assets, would be to make it easier for the Board of Directors to
gain shareholder approval of such actions than would be the case if a favorable
vote of two-thirds of the outstanding shares were required in all cases.
A proposed merger, share exchange or sale of substantially all assets
of the Registrant that is favored by two-thirds of the directors could be
adopted as long as a majority (rather than two-thirds) of the outstanding shares
entitled to vote in each voting group entitled to vote are voted in favor of the
proposed action. In addition to requiring the affirmative vote of a majority of
the shares entitled to vote in each voting group entitled to vote, the Articles
of Incorporation would require that, unless a proposed action is approved by at
least two-thirds of the directors, holders of at least two-thirds of the issued
and outstanding shares of the Common Stock must vote in favor of the proposed
action. The purpose of such additional requirements is to ensure that if a
proposed major corporate action does not have the support of a board of
directors who can provide continuity to and an in-depth knowledge of the
business of the Registrant, the action must be supported by a large majority of
the holders of the Common Stock.
As with amendments to the Articles of Incorporation, however, if at
least two-thirds of the directors do not approve such corporate action upon
which shareholders are voting, the additional requirement would permit a
minority of the holders of the Common Stock to defeat the proposed action.
Virginia Anti-Takeover Laws
Affiliated Transactions. The Virginia Stock Corporation Act ("Virginia
Act") contains provisions governing "Affiliated Transactions". Affiliated
Transactions include certain mergers and share exchanges, certain material
dispositions of corporate assets not in the ordinary course of business, any
dissolution of a corporation proposed by or on behalf of an interested
Shareholder (as defined below), and reclassifications, including reverse stock
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splits, recapitalizations or mergers of a corporation with its subsidiaries, or
distributions or other transactions which have the effect of increasing the
percentage of voting shares beneficially owned by an Interested Shareholder by
more than 5%. For purposes of the Virginia Act, an Interested Shareholder is
defined as any beneficial owner of more than 10% of any class of the voting
securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder becomes an Interested Shareholder, any Affiliated
Transaction must be approved by the affirmative vote of holders of two-thirds of
the outstanding shares of the corporation entitled to vote, other than the
shares beneficially owned by the Interested Shareholder, and by a majority (but
not less than two) of the Disinterested Directors (as defined below). A
Disinterested Director is defined in the Virginia Act as a member of a
corporation's board of directors who (i) was a member before the later of
January 1, 1988 or the date on which an Interested Shareholder became an
Interested Shareholder and (ii) was recommended for election by, or was elected
to fill a vacancy and received the affirmative vote of, a majority of the
Disinterested Directors then on the corporation's board of directors. At the
expiration of the three year period after a shareholder becomes an Interested
Shareholder, these provisions require approval of the Affiliated Transaction by
the affirmative vote of the holders of two-thirds of the outstanding shares of
the corporation entitled to vote, other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three year period has expired and
require either that the transaction be approved by a majority of the
corporation's Disinterested Directors or that the transaction satisfy certain
fair price requirements of the statute. In general, the fair price requirements
provide that the shareholders must receive the higher of: the highest per share
price for their shares as was paid by the Interested Shareholder for his or its
shares, or the fair market value of the shares. The fair price requirements also
require that, during the three years preceding the announcement of the proposed
Affiliated Transaction, all required dividends have been paid and no special
financial accommodations have been accorded the Interested Shareholder, unless
approved by a majority of the Disinterested Directors.
None of the foregoing limitations and special voting requirements
applies to a transaction with an Interested Shareholder who has been an
Interested Shareholder continuously since the effective date of the statute
(January 26, 1988) or who became an Interested Shareholder by gift or
inheritance from such a person or whose acquisition of shares making such person
an Interested Shareholder was approved by a majority of the Disinterested
Directors of the corporation.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the Virginia Act provides that, by affirmative vote
of a majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws
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providing that the Affiliated Transactions provisions shall not apply to the
corporation. The Registrant has not adopted such an amendment.
Control Share Acquisitions. The Virginia Control Share Acquisitions
statute also is designed to afford shareholders of a public company incorporated
in Virginia protection against certain types of non-negotiated acquisitions in
which a person, entity, or group ("Acquiring Person") seeks to gain voting
control of that corporation. With certain enumerated exceptions, the statute
applies to acquisitions of shares of a corporation which would result in an
Acquiring Person's ownership of the corporation's shares entitled to vote in the
election of directors falling within any one of the following ranges: 20% to
33-1/3%, 33-1/3% to 50% or 50% or more (a "Control Share Acquisition"). Shares
that are the subject of a Control Share Acquisition ("Control Shares") will not
be entitled to voting rights unless the holders of a majority of the
"Disinterested Shares" vote at an annual or special meeting of shareholders of
the corporation to accord the Control Shares with voting rights. Disinterested
Shares do not include shares owned by the Acquiring Person or by officers and
inside directors of the target company. Under certain circumstances, the statute
permits an Acquiring Person to call a special shareholders' meeting for the
purpose of considering granting voting rights to the holders of the Control
Shares. As a condition to having this matter considered at either an annual or
special meeting, the Acquiring Person must provide shareholders with detailed
disclosures about his identity, the method and financing of the Control Share
Acquisition and any plans to engage in certain transactions with, or to make
fundamental changes to, the corporation, its management or business. Under
certain circumstances, the statute grants dissenters' rights to shareholders who
vote against granting voting rights to the Control Shares. The Virginia Control
Share Acquisitions Statute also enables a corporation to make provision for
redemption of Control Shares with no voting rights. A corporation may opt-out of
the statute, which the Registrant has done, by so providing in its Bylaws. Such
Bylaw provision may be amended by the Board of Directors. Among the acquisitions
specifically excluded from the statute are acquisitions to which the corporation
is a party and which, in the case of mergers or share exchanges, have been
approved by the corporation's shareholders under other provisions of the
Virginia Act.
Item 2. Financial Statements and Exhibits.
Exhibit Description
2.1 Agreement and Plan of Share Exchange, dated February 29, 1996, between
Peninsula Trust Bank, Incorporated and Mid-Atlantic Community BankGroup,
Inc.
3.1 Amended and Restated Articles of Incorporation of Mid-Atlantic Community
BankGroup, Inc.
3.2 Bylaws of Mid-Atlantic Community BankGroup, Inc.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
MID-ATLANTIC COMMUNITY
BANKGROUP, INC.
(Registrant)
Date: August 30, 1996 By: /s/ Kenneth E. Smith
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Kenneth E. Smith
Executive Vice President and Secretary
EXHIBITS
Exhibit Description
2.1 Agreement and Plan of Share Exchange, dated
February 29, 1996, between Peninsula Trust Bank,
Incorporated and Mid-Atlantic Community BankGroup, Inc.
3.1 Amended and Restated Articles of Incorporation of
Mid-Atlantic Community BankGroup, Inc.
3.2 Bylaws of Mid-Atlantic Community BankGroup, Inc.