-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cl21bkyv+Sv0Cyfc03/CVfZnCFNbdaoLM5rX+HN7PcM5vbdRd8fAPD7VX3+dV203 3vy9myrKRqKEnD5wPwiQSA== 0000916641-02-000309.txt : 20020414 0000916641-02-000309.hdr.sgml : 20020414 ACCESSION NUMBER: 0000916641-02-000309 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA FINANCIAL GROUP INC CENTRAL INDEX KEY: 0001036070 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 541829288 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-22283 FILM NUMBER: 02556090 BUSINESS ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 BUSINESS PHONE: 5408851232 MAIL ADDRESS: STREET 1: 24 SOUTH AUGUSTA ST CITY: STAUNTON STATE: VA ZIP: 24401 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA FINANCIAL CORP DATE OF NAME CHANGE: 19970320 8-A12G 1 d8a12g.txt FORM 8-A12G DATED 2/22/2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-A (Amendment No. 1 to Form 8-B) For registration of certain classes of securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 ---------- VIRGINIA FINANCIAL GROUP, INC. (Exact name of registrant as specified in its charter) Virginia 54-1829288 (State of incorporation or organization) (I.R.S. Employer Identification No.) 102 S. Main Street Culpeper, Virginia 22701 (Address of principal executive offices) (zip code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: Not applicable Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which each to be so registered class is to be registered ------------------- ------------------------- Not applicable Not applicable Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $5.00 par value per share (Title of class) Explanatory Note Virginia Financial Corporation filed a Form 8-B Registration of Securities of Certain Successor Issuers with the Securities and Exchange Commission on March 24, 1997 (the "Form 8-B"). In connection with its merger with Virginia Commonwealth Financial Corporation on January 18, 2002, Virginia Financial Corporation amended and restated its articles of incorporation and, among other things, changed its name to Virginia Financial Group, Inc. Virginia Financial Group, Inc. hereby amends the Form 8-B in its entirety by the filing of this Form 8-A. Item 1. Description of Registrant's Securities to be Registered. A description of the common stock of Virginia Financial Group, Inc. is set forth under the captions "Description of Virginia Financial Group Capital Stock" and "Effect of the Merger on Rights of Shareholders" in the Registration Statement on Form S-4, as amended (File No. 333-69216), filed by Virginia Financial Corporation, the registrant's former name, with the Securities and Exchange Commission (the "Registration Statement"), and such information is hereby incorporated by reference herein. The initial filing of the Registration Statement was made on September 10, 2001. Item 2. Exhibits. The following exhibits are filed as a part of this registration statement:
Exhibit Number Description of the Exhibit -------------- -------------------------- 3.1 Articles of Incorporation of Virginia Financial Group, Inc.* 3.2 Bylaws of Virginia Financial Group, Inc.*
- ---------- * Incorporated herein by reference from Virginia Financial Group, Inc.'s Current Report on Form 8-K filed on January 30, 2002. 2 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, thereto duly authorized. Virginia Financial Group, Inc. By: /s/ Jeffrey W. Farrar -------------------------------------- Jeffrey W. Farrar Executive Vice President and Chief Financial Officer Dated: February 22, 2002 3 EXHIBIT INDEX
Exhibit Number Description of the Exhibit -------------- -------------------------- 3.1 Articles of Incorporation of Virginia Financial Group, Inc.* 3.2 Bylaws of Virginia Financial Group, Inc.*
- ---------- * Incorporated herein by reference from Virginia Financial Group, Inc.'s Current Report on Form 8-K filed on January 30, 2002. 4 -----END PRIVACY-ENHANCED MESSAGE-----