-----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, SYS5Ph2hUlQBdIIw9HS2V8s/siqPWarGieXwcjmDKIRjf9Saud9115HQflE1IY4I ndE211oSRP4JRjm6U11hGw== 0000916641-96-000435.txt : 19960529 0000916641-96-000435.hdr.sgml : 19960529 ACCESSION NUMBER: 0000916641-96-000435 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960528 EFFECTIVENESS DATE: 19960616 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIGNET BANKING CORP CENTRAL INDEX KEY: 0000009659 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 546037910 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04623 FILM NUMBER: 96573174 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 1 FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- 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 10 pages. Exhibit Index appears on page 8 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 Rights to Purchase Series A Junior Participating Preferred Stock, 2,000,000 (1) N/A N/A $100 $20.00 par value (3) - ---------------------------------------------------------------------------------------------------------------------
(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. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT The purpose of this Registration Statement is to register 2,000,000 additional shares of Common Stock, $5.00 par value, of Signet Banking Corporation, issuable pursuant to stock options granted or to be granted under the 1992 Stock Option Plan (as amended and restated January 24, 1995) and 2,000,000 additional associated Rights to purchase Series A Junior Participating Preferred Stock, $20.00 par value. 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). Item 8. Exhibits See Exhibit Index. SIGNATURES The Registrant. 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 Richmond, Commonwealth of Virginia, on April 23, 1996. SIGNET BANKING CORPORATION Registrant By:/s/ ROBERT M. FREEMAN -------------------------- Robert M. Freeman Chairman of the Board and Chief Operating Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on April 23, 1996. /S/ ROBERT M. FREEMAN Chairman of the Board, Chief - --------------------------- Executive Officer, and Director Robert M. Freeman (Principal Executive Officer) /S/ MALCOLM S. MCDONALD President, Chief Operating - --------------------------- Officer and Director Malcolm S. McDonald /s/ WALLACE B. MILLNER, III Senior Executive Vice President and - --------------------------- Chief Financial Officer Wallace B. Millner, III (Principal Financial Officer) /s/ W. H. CATLETT, JR. Executive Vice President - --------------------------- and Controller W. H. Catlett, Jr. (Principal Accounting Officer) /S/ J. HENRY BUTTA Director - --------------------------- J. Henry Butta /S/ NORWOOD H. DAVIS, JR. Director - -------------------------- Norwood H. Davis, Jr. /S/ WILLIAM C. DERUSHA Director - --------------------------- William C. DeRusha /S/ C. STEPHENSON GILLISPIE, JR. Director - ---------------------------. C. Stephenson Gillispie, Jr Director - --------------------------- Bruce C. Gottwald, Jr. Director - --------------------------- William R. Harvey /s/ ELIZABETH G. HELM Director - --------------------------- Elizabeth G. Helm /s/ ROBERT M. HEYSSEL Director - --------------------------- Robert M. Heyssel /s/ HENRY A. ROSENBERG, JR. Director - --------------------------- Henry A. Rosenberg, Jr. /s/ LOUIS B. THALHEIMER Director - --------------------------- Louis B. Thalheimer EXHIBITS TO SIGNET BANKING CORPORATION REGISTRATION STATEMENT ON FORM S-8 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 9 & 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 10 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 EX-5 2 EXHIBIT 5.1 - OPINION OF MCGUIRE WOODS BATTLE Exhibit 5.1 Letterhead of McGuire, Woods, Battle & Boothe, L.L.P. 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 200,000 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. EX-23 3 EXHIBIT 23.1 - CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP INDEPENDENT AUDITORS .We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1992 Stock Option Plan of Signet Banking Corporation of our report dated April 8, 1996, with respect to the consolidated financial statements of Signet Banking Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1995 filed with the Securities Exchange Commission. /s/ Ernst & Young LLP Richmond, Virginia May 23, 1996 -----END PRIVACY-ENHANCED MESSAGE-----