As filed with the Securities and Exchange Commission on October 15, 2002
File No. 333- [_________]
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FAUQUIER BANKSHARES, INC.
------------------------
(Exact name of registrant as specified in its charter)
VIRGINIA 54 - 1288193
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10 Courthouse Square, Warrenton, Virginia 20186
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Non-Employee Director Stock Option Plan
The Omnibus Stock Ownership and Long Term Incentive Plan
Director Deferred Compensation Plan
(Full Title of the Plans)
C. Hunton Tiffany
Fauquier Bankshares, Inc.
10 Courthouse Square
Warrenton, VA 20186
(Name and address of agent for service)
(540) 347-2700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------- ------------- ----------- --------- ------------
Proposed
maximum Proposed
Title of Amount offering maximum Amount of
securities to to be price aggregate registration
be registered registered(1) per unit(2) offering fee
--------------- ------------- ----------- ----------- ------------
--------------- ------------- ----------- ----------- ------------
Common Stock, 785,280 $14.42 $11,323,737 $1,041.78
$3.13 par value
--------------- ------------- ----------- ----------- ------------
(1) Based on the maximum number of 105,280 shares issuable under the options
granted under the Non-Employee Director Stock Option Plan; 580,000 under the
Omnibus Stock Ownership and Long Term Incentive Plan; and 100,000 under the
Director Deferred Compensation Plan, as of the effective date of this
Registration Statement.
(2) Estimated solely for the purposes of calculating the registration fee as
contemplated by Rule 457 of the Securities Act of 1933, as amended, and based on
the average of the bid and asked prices of Fauquier Bankshares, Inc. common
stock as of October 9, 2002, as reported on the Nasdaq SmallCap Market System.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Fauquier Bankshares, Inc. ("Fauquier")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference into this registration statement and made a part hereof: (a)
Fauquier's Form 10-K for the year ended December 31, 2001; (b) Fauquier's Form
10-Q for the quarter ended March 31, 2002; (c) Fauquier's Form 10-Q for the
quarter ended June 30, 2002; (d) Fauquier's Forms 8-K filed on January 22, 2002,
April 19, 2002, and August 19, 2002; and (e) Fauquier's Form 10 Registration
Statement filed April 16, 1999, which contains the description of Fauquier's
common stock, including any amendments and reports filed for the purpose of
updating such description.
In addition, all documents subsequently filed by Fauquier pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 of the Virginia Stock Corporation Act allows, in general,
for indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his or her conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of the criminal law.
Fauquier's Articles of Incorporation state that each director and
officer shall be indemnified by Fauquier against liabilities, fines, penalties
and claims imposed upon or asserted against him (including amounts paid in
settlement) by reason of having been such a director or officer, whether or not
then continuing so to be, and against all expenses (including counsel fees)
reasonably incurred by him in connection therewith, except in relation to
matters as to which he shall have been finally adjudged to be liable by reason
of having been guilty of gross negligence or willful misconduct in the
performance of his duties as such director or officer. Further, in the event of
any other judgment against such director or officer or in the event of a
settlement, the indemnification shall be made only if Fauquier shall be advised,
in case none of the persons involved shall be or have been a director of
Fauquier, by the Board of Directors, and otherwise by independent counsel to be
appointed by the Board of Directors, that in its or his opinion such director or
officer was not guilty of gross negligence or willful misconduct in the
performance of his duties, and, in the event of a settlement, that such
settlement was, or if still to be made is, in the best interests of Fauquier. If
this determination is to be made by the Board of Directors, it may, as to all
questions of law, rely on the advice of independent counsel. Every reference to
a director or officer includes every director or officer or former director or
officer of Fauquier and every person who may have served at Fauquier's request
as a director or officer of another corporation in which Fauquier owned shares
of stock or of which it is a creditor or, in the case of a non-stock
corporation, to which Fauquier contributes and, in all of such cases, his
executors and administrators. The right of indemnification provided is not
exclusive of any other rights to which any director or officer may be entitled
by Virginia law or otherwise.
Fauquier maintains a standard policy of officers' and directors'
liability insurance.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4(a) Non-Employee Director Stock Option Plan (filed herewith).
4(b) The Omnibus Stock Ownership and Long Term Incentive Plan
(filed herewith).
4(c) Director Deferred Compensation Plan (filed herewith).
5 Opinion of McGuireWoods LLP (filed herewith).
23 Consent of YOUNT, HYDE & BARBOUR, P.C. (filed herewith).
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
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events 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.
(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) 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 section 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.
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(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 this offer.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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 of expenses incurred or paid by a director, officer or controlling
person of 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 whether such
indemnification by it is against public policy as expressed in the Act 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
registrant 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 Warrenton, Commonwealth of Virginia, on this 15th day
of October, 2002.
FAUQUIER BANKSHARES, INC.
By: /s/ C. Hunton Tiffany Date: 10/10/02
---------------------------
C. Hunton Tiffany
Chairman, 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ C. Hunton Tiffany President, 10/10/02
--------------------------- Chief Executive Officer
C. Hunton Tiffany and Director
/s/ Eric P. Graap Senior Vice President and
--------------------------- Chief Financial Officer 10/10/02
Eric P. Graap (Principal Financial and
Accounting Officer)
/s/ Alexander G. Green, Jr. Director 10/10/02
----------------------------
Alexander G. Green, Jr.
/s/ Stanley C. Haworth Director 10/10/02
----------------------------
Stanley C. Haworth
/s/ John J. Norman, Jr. Director 10/10/02
----------------------------
John J. Norman, Jr.
/s/ Douglas C. Larson Director 10/11/02
----------------------------
Douglas C. Larson
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/s/ C. H. Lawrence, Jr. Director 10/14/02
----------------------------
C.H. Lawrence, Jr.
/s/ D. Harcourt Lees, Jr. Director 10/10/02
----------------------------
D. Harcourt Lees, Jr.
/s/ Randolph T. Minter Director 10/10/02
----------------------------
Randolph T. Minter
/s/ B. S. Montgomery Director 10/10/02
----------------------------
B.S. Montgomery
/s/ H. P. Neale Director 10/10/02
----------------------------
H.P. Neale
/s/ Pat H. Nevill Director 10/10/02
----------------------------
Pat H. Nevill
/s/ Henry M. Ross Director 10/10/02
----------------------------
Henry M. Ross
/s/ H. Frances Stringfellow Director 10/10/02
----------------------------
H. Frances Stringfellow
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EXHIBIT INDEX
Exhibit No. Exhibit
4(a) Non-Employee Director Stock Option Plan (filed herewith).
4(b) The Omnibus Stock Ownership and Long Term Incentive Plan
(filed herewith).
4(c) Director Deferred Compensation Plan (filed herewith).
5 Opinion of McGuireWoods LLP (filed herewith).
23 Consent of YOUNT, HYDE & BARBOUR, P.C. (filed herewith).
8