-----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, PyVJBDk78KrepmWLsYJ8Gt0dr2KeHidxdHq9w1RuIWyRTsma3J8PE6EYjxUdoEE2 zcW2EQtfNPFiEhXzoYEl5A== 0000916641-96-000603.txt : 19960729 0000916641-96-000603.hdr.sgml : 19960729 ACCESSION NUMBER: 0000916641-96-000603 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960726 EFFECTIVENESS DATE: 19960726 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET BANKING CORP CENTRAL INDEX KEY: 0000009659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 546037910 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-04623 FILM NUMBER: 96599830 BUSINESS ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 BUSINESS PHONE: 8047472000 MAIL ADDRESS: STREET 1: 7 N EIGHTH ST STREET 2: PO BOX 25970 CITY: RICHMOND STATE: VA ZIP: 23260 FORMER COMPANY: FORMER CONFORMED NAME: BANK OF VIRGINIA CO DATE OF NAME CHANGE: 19860717 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH BANKSHARES INC DATE OF NAME CHANGE: 19721020 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA COMMONWEALTH CORP DATE OF NAME CHANGE: 19701113 S-8 POS 1 SIGNET BANKING CORP. S-8/POST EFFECTIVE AM. #1 Registration No. 333-04623 As Filed with the Securities and Exchange Commission on July 26, 1996 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SIGNET BANKING CORPORATION (Exact name of registrant as specified in its charter) VIRGINIA 54-6037910 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7 North Eighth Street Richmond, Virginia 23219 (804) 771-7416 (Address, including zip code and telephone number, of Principal Executive Offices) SIGNET BANKING CORPORATION 1992 STOCK OPTION PLAN (As Amended and Restated January 24, 1995) (formerly 1992 Stock Option Plan) (Full title of the plan) Sara R. Wilson, Esquire Executive Vice President, General Counsel and Corporate Secretary Signet Banking Corporation 7 North Eighth Street Richmond, Virginia 23219 (804) 771-7416 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Wellford L. Sanders, Jr., Esquire McGuire, Woods, Battle & Boothe, L.L.P. One James Center Richmond, Virginia 23219 This is page 1 of 6 pages. Exhibit Index appears on page 5 CALCULATION OF REGISTRATION FEE
Title of Securities Amount Proposed Maximum Proposed Maximum to be to be Offering Price Per Aggregate Offering Amount of Registered Registered Share Price Registration Fee ========================= =================== ====================== ====================== ====================== Common Stock $5.00 par value 2,000,000 (1) $26.75 (2) $53,500,000 $18,449(4) Rights to Purchase Series A Junior Participating Preferred Stock, $20.00 par value (3) 2,000,000 (1) N/A N/A $100(4) ========================= =================== ====================== ====================== ======================
(1) Represents the maximum number of shares of Common Stock of Signet Banking Corporation (the "Company") that may be offered and sold hereunder. (2) Estimated solely for purposes of calculating the registration fee. Based on the average of the high and low prices for the Common Stock reported on the New York Stock Exchange on May 24, 1996. (3) The Rights to purchase Series A Junior Participating Preferred Stock will be attached to and will trade with shares of the Common Stock of the Registrant. Value attributable to such Rights, if any, will be reflected in the market price of the shares of Common Stock of the Registrant. The fee paid represents the minimum statutory fee pursuant to Section 6(b) of the Securities Act of 1933. (4) Fees previously paid. 2 PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT The purpose of this Registration Statement is to replace Exhibit 5.1 to the Registration Statement. The Registrant hereby incorporates by reference all information included in its Registration Statement on Form S-8 No. 33-47590 (filed on May 1, 1992) and information included in its Registration Statement on Form S-8 No. 333-04623 (filed on May 28, 1996). Item 8. Exhibits See Exhibit Index. 3 SIGNATURES The Registrant. Pursuant to Rule 478 under the General Rules and Regulations of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of Virginia, on July 24, 1996. SIGNET BANKING CORPORATION Registrant By:/s/ SARA R. WILSON Sara R. Wilson Executive Vice President, General Counsel and Corporate Secretary 4 Exhibit Index The following exhibits are filed herewith as part of this Registration Statement: Exhibit Page No. No. - ------- ----- 4.1 Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to Annual Report on Form 10-K for the fiscal year ended December 31, 1992) 4.2 Bylaws, as amended (Incorporated by reference to Exhibit 3.2 to Annual Report on Form 10-K for the fiscal year ended December 31, 1992) 4.3 Rights Agreement dated as of May 23, 1989 between the Registrant and Mellon Bank, N.A. (Incorporated by reference to Registration Statement on Form 8-A dated June 1, 1989) 5.1 Opinion of McGuire, Woods, Battle 6 & Boothe, L.L.P., Counsel to the Company as to the validity of the Common Stock offered hereunder 24.1 Consent of Ernst & Young, LLP, Independent Auditors (Incorporated by reference to the Registration Statement on Form S-8 dated May 28, 1996) 24.2 Consent of McGuire, Woods, Battle & Boothe, L.L.P. (included in Exhibit 5.1) 25 Powers of Attorney (Incorporated by reference to Registration Statement on Form S-8 filed May 1, 1992) 99.1 1992 Stock Option Plan (as amended and restated January 24, 1995) filed as Exhibit A to Registrant's definitive Proxy Statement dated March 28, 1995 for the Annual Meeting of Shareholders held on April 25, 1995, is expressly incorporated by reference 5 EX-5 2 EXHIBIT 5.1 Exhibit 5.1 May 28, 1996 Signet Banking Corporation 7 North 8th Street Richmond, Virginia 23219 Ladies and Gentlemen: We have acted as counsel for Signet Banking Corporation (the "Company") in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities Exchange Commission pursuant to the Securities Act of 1933, as amended, with respect to the offering of up to 2,000,000 additional shares of common stock, $5.00 par value per share (the "Common Stock"), and attached Rights to Purchase Series A Junior Participating Preferred Stock, $20.00 par value per share (the "Rights"), to be issued pursuant to the Signet Banking Corporation 1992 Stock Option Plan (as amended and restated January 24, 1995) (the "Plan"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Company's documents and records and such public documents and records as we have deemed necessary as a basis for the opinion expressed below. Based upon the foregoing, and having due regard for such legal considerations as we have deemed relevant, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia. 2. The Common Stock to be offered through the Plan has been duly authorized, and when issued upon the terms set forth in the Plan, will be validly issued, fully paid and non-assessable. 3. We reaffirm our opinion regarding the Rights given to the Company's Board of Directors as confirmed in our letter of May 23, 1989, a copy of which is filed as a part of Exhibit 5 to the Company's Registration Statement on Form S-3 (Registration No. 33-46012) and is incorporated herein by reference. In our opinion regarding the rights referred to above, we discussed whether certain provisions of Section 13.1-638 of the Virginia Code might prohibit the restrictions on transfer imposed under the agreement governing the Rights. Subsequent to the date of such opinion, the Virginia Code was amended to provide that, notwithstanding such provisions of Section 13.1-638, the terms of rights issued by a corporation may include restrictions on transfer by designated persons or classes of persons. We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. Very truly yours, /s/ McGuire, Woods, Battle & Boothe, L.L.P. 6 -----END PRIVACY-ENHANCED MESSAGE-----