As filed with the Securities and Exchange Commission October 18, 2019.
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
RIVER FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
ALABAMA | 46-1422125 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
2611 Legends Drive
Prattville, Alabama 36066
(Address of Principal Executive Offices)
(Zip Code)
RIVER FINANCIAL 2015 INCENTIVE STOCK COMPENSATION PLAN
(Full Title of the Plans)
James M. Stubbs
President and Chief Executive Officer
River Financial Corporation
2611 Legends Drive
Prattville, Alabama 36066
(Name and Address of Agent for Service)
(334) 290-2700
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Michael D. Waters, Esq.
Jones Walker LLP
420 20th Street North, Suite 1100
Birmingham, Alabama 35203
Tel: (205) 244-5210
Fax: (205) 244-5410
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
Common Stock, par value $1.00 per share |
300,000 | $21.61 | $6,483,000 | $841.49 | ||||
| ||||||||
|
(1) | Represents an additional 300,000 shares to be issued pursuant to an amendment to the Registrants 2015 Incentive Stock Compensation Plan approved by the Registrants shareholders in 2019 and set forth in Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed May 7, 2019. Pursuant to Rule 416(b), there shall also be deemed covered hereby any additional securities that may hereinafter be offered or issued to prevent dilution resulting from stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations and similar transactions. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, based on the book value of the shares of Common Stock as of September 30, 2019, the latest practicable date. There is no active trading market for the shares being offered and shares are sporadically traded on the OTC Pink Open Market (RVFR). No shares of the Registrants Common Stock have been traded within the five business days prior to the filing date of this Registration Statement |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the Registration Statement) is being filed to register 300,000 additional shares of River Financial Corporations (the Registrants) common stock, par value $1.00 per share (the Common Stock), for issuance under the Registrants 2015 Incentive Stock Compensation Plan, as amended (the 2015 Plan). The contents of the Registrants Registration Statement on Form S-8 (Reg. No. 333-209352) filed with the Securities and Exchange Commission (the Commission) on February 3, 2016 are hereby incorporated by reference, as hereafter amended, into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents filed with the Commission by the Registrant are incorporated by reference in this Registration Statement:
1. | The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the Commission on March 20, 2019. |
2. | The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 7, 2019. |
3. | The Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, filed with the Commission on August 6, 2019. |
4. | The Companys Current Reports on Form 8-K and 8-K/A filed (and not furnished) with the Commission on January 11, 2019, April 25, 2019 and June 5, 2019. |
All reports and other documents the Registrant subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, but excluding any information furnished to, rather than filed with, the Commission, shall be deemed to be incorporated by reference herein and to be a part hereof from the date such reports or documents are filed. Information contained herein modifies or supersedes, as applicable, the information contained in earlier-dated documents incorporated by reference. Information contained in later-dated documents incorporated by reference will automatically supplement, modify or supersede, as applicable, the information contained herein or in earlier-dated documents incorporated by reference. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. | Exhibits |
Exhibit |
Description of Exhibit | |
4.1 | Articles of Incorporation of River Financial Corporation, as amended, filed as Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q filed May 7, 2019, and incorporated by reference herein. | |
4.2 | Bylaws of River Financial Corporation, as amended, filed as Exhibit 3.2 to the Companys Annual Report on Form 10-K filed March 28, 2016, and incorporated by reference herein. | |
4.3 | River Financial 2015 Incentive Stock Compensation Plan, filed as Exhibit 10.10 to the Companys Registration Statement on Form S-4 filed July 31, 2015, and the amendment thereto filed as Exhibit 10.1 to the Registrant Form 8-K filed April 25, 2019, and incorporated by reference herein. | |
5.1* | Opinion of Jones Walker LLP | |
23.1* | Consent of Mauldin & Jenkins, LLC | |
23.2* | Consent of Jones Walker LLP (included in Exhibit 5.1). | |
24.1* | Power of Attorney (set forth on the signature page of this Registration Statement). |
* | Filed herewith. |
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Prattville, State of Alabama, on October 18, 2019.
RIVER FINANCIAL CORPORATION | ||
By: | /s/ James M. Stubbs | |
James M. Stubbs | ||
President and Chief Executive Officer | ||
(Duly Authorized Representative) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James M. Stubbs and Kenneth H. Givens, and each or either one of them, as his true and lawfully attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in his name, place and stead, in any and all capacities, to sign, execute, acknowledge, deliver, and file with the Commission (or any other governmental or regulatory authority), any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and any subsequent registration statements relating to the offering to which this Registration Statement relates, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated and on the date set forth below.
/s/ James M. Stubbs |
CEO and Director | * | ||
James M. Stubbs | (Principal Executive Officer) | |||
/s/ Kenneth H. Givens |
Chief Financial Officer | * | ||
Kenneth H. Givens | (Principal Financial and Accounting Officer) | |||
/s/ Larry Puckett |
Director and Chairman of the Board | * | ||
Larry Puckett | ||||
/s/ Ray Smith |
Director and President | * | ||
Ray Smith | ||||
/s/ Murray Neighbors |
Director and Vice Chairman of the Board | * | ||
Murray Neighbors | ||||
/s/ Jim L. Ridling |
Director | * | ||
Jim L. Ridling | ||||
/s/ Vernon B. Taylor |
Director | * | ||
Vernon B. Taylor | ||||
/s/ John A. Freeman |
Director | * | ||
John A. Freeman | ||||
/s/ Charles Moore |
Director | * | ||
Charles Moore | ||||
/s/ Charles Herron |
Director | * | ||
Charles Herron |
* | October 18, 2019 |
Exhibit 5.1
Opinion of Jones Walker LLP
October 18, 2019
Board of Directors
River Financial Corporation
2611 Legends Drive
Prattville, Alabama 36068
Ladies & Gentlemen:
We have acted as counsel for River Financial Corporation, an Alabama corporation (the Company) in connection with the filing of its Registration Statement on Form S-8 (the Registration Statement) for the registration of 300,000 shares of common stock, par value $1.00 per share, of the Company under the Securities Act of 1933 to be issued pursuant to the Companys 2015 Incentive Stock Compensation Plan, as amended.
We have examined the Articles of Incorporation, Bylaws, corporate minutes and other corporate records and proceedings of the Company relating to its organization and present corporate status, corporate records and documents relating to the Merger, and such other corporate records and documents as we have deemed relevant for purposes of this opinion.
Based on the foregoing, it is our opinion that the shares of common stock, par value $1.00 per share, of the Company when issued as described in the Registration Statement will be validly issued, fully paid and non-assessable shares of common stock of the Company.
This opinion is limited to the laws of the State of Alabama and the federal laws of the United States of America. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the Prospectus contained in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or other rules and regulations of the Commission thereunder.
Sincerely, |
JONES WALKER LLP |
/s/ Jones Walker LLP |
Exhibit 23.1
[INSERT LETTERHEAD]
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 of River Financial Corporation of our report dated March 19, 2019, relating to our audit of the consolidated financial statements, which appear in the Annual Report on Form 10-K of River Financial Corporation for the year ended December 31, 2018.
/s/ Mauldin & Jenkins, LLC
Birmingham, Alabama, |
October 18, 2019 |