SEC Form S-8 filed by Blue Ridge Bankshares Inc.

As filed with the Securities and Exchange Commission on October 25, 2024

Registration No. 333-______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BLUE RIDGE BANKSHARES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Virginia		54-1838100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1801 Bayberry Court Suite 101 Richmond, Virginia		23226
(Address of principal executive offices)		(Zip Code)

 

 

Blue Ridge Bankshares, Inc.

Amended and Restated 2023 Stock Incentive Plan

(Full title of the plan)

G. William Beale

President and Chief Financial Officer

Blue Ridge Bankshares, Inc.

1801 Bayberry Court, Suite 101

Richmond, Virginia 23226

(Name and address of agent for service)

(888) 331-6521

(Telephone number, including area code, of agent for service)

 

 

With copies to:

Scott H. Richter

Williams Mullen

200 South 10^th Street, Suite 1600

Richmond, Virginia 23219

(804) 420-6000

 

 

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. ☐

 

 

 

Explanatory Note

Blue Ridge Bankshares, Inc. (the “Company”) previously filed a Registration Statement on Form S-8 (Registration No. 333-272801) registering the issuance of 850,000 shares of the Company’s common stock under the Blue Ridge Bankshares, Inc. 2023 Stock Incentive Plan (the “2023 Plan”).

On October 10, 2024, the Company’s shareholders approved an amendment and restatement of the 2023 Plan that, among other things, increased the number of shares of the Company’s common stock that may be issued under the 2023 Plan by 4,000,000 shares.

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 is being filed by the Company for the purpose of registering the issuance of an additional 4,000,000 shares of the Company’s common stock under the 2023 Plan. The content contained in the Company’s Registration Statement on Form S-8 (Registration No. 333-272801) is hereby incorporated by reference pursuant to General Instruction E, except as supplemented by the information set forth below.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to participants as specified by Rule 428 under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement pursuant to the rules and regulations of the Commission.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and made a part hereof, to the extent that such documents are considered filed with the Commission:

 

(a)

The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 15, 2024 (the “Form 10-K”).

 

(b)

Amendment No.  1 to the Form 10-K, filed with the Commission on April 29, 2024.

 

(c)

The Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, filed with the Commission on May  8, 2024 and August 6, 2024, respectively.

 

(d)

The Company’s Current Reports on Form 8-K filed with the Commission on October  15, 2024, September  10, 2024, July  31, 2024, June  28, 2024, June  24, 2024, June  14, 2024, June  11, 2024, April  5, 2024 (as amended on July  3, 2024 and June  24, 2024), April  3, 2024, March  7, 2024 and January 25, 2024.

 

(e)

The description of the Company’s common stock, no par value, contained in its Registration Statement on Form  8-A, filed with the SEC on December 18, 2019, as the description therein has been updated and superseded by the description of its common stock contained in  Exhibit 4.4 to the Form 10-K, and including any amendments or reports filed for the purpose of updating such description.

 

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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission) prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein and to be a part hereof shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The laws of the Commonwealth of Virginia pursuant to which the Company is incorporated permit it to indemnify its officers and directors against certain liabilities with the approval of its shareholders. The articles of incorporation of the Company, which have been approved by its shareholders, provide for the indemnification of each director and officer (including former directors and officers and each person who may have served at the request of the Company as a director or officer of any other legal entity and, in all such cases, his or her heirs, executors and administrators) against liabilities (including expenses) reasonably incurred by him or her in connection with any actual or threatened action, suit or proceeding to which he or she may be made party by reason of his or her being or having been a director or officer of the Company, except in relation to any action, suit or proceeding in which he or she has been adjudged liable because of willful misconduct or a knowing violation of the criminal law.

The Company has purchased officers’ and directors’ liability insurance policies. Within the limits of their coverage, the policies insure (1) the directors and officers of the Company against certain losses resulting from claims against them in their capacities as directors and officers to the extent that such losses are not indemnified by the Company and (2) the Company to the extent that it indemnifies such directors and officers for losses as permitted under the laws of Virginia.

The Virginia Stock Corporation Act establishes a statutory limit on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of a director or officer shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.

Item 7. Exemption from Registration Claimed.

Not applicable.

 

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Item 8. Exhibits.

 

Exhibit No.		Description
4.1		Articles of Incorporation of Blue Ridge Bankshares, Inc., as amended through August  16, 2011 (incorporated by reference to Exhibit 2.1 of Blue Ridge Bankshares, Inc.’s Form 1-A Offering Statement filed May 19, 2016).
4.2		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated June  27, 2018 (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Registration Statement on Form S-4 filed on August 8, 2019).
4.3		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated July  7, 2020 (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on July 8, 2020).
4.4		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated June  23, 2022 (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 29, 2022).
4.5		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated April  2, 2024, creating the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form  8-K filed on April 5, 2024).
4.6		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated April  2, 2024, creating the Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form  8-K filed on April 5, 2024).
4.7		Articles of Amendment to the Articles of Incorporation of Blue Ridge Bankshares, Inc., dated June  20, 2024 (incorporated by reference to Exhibit 3.1 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on June 24, 2024).
4.8		Bylaws of Blue Ridge Bankshares, Inc., as amended and restated January  31, 2021 (incorporated by reference to Exhibit 3.2 of Blue Ridge Bankshares, Inc.’s Current Report on Form 8-K filed on February 1, 2021).
4.9		Blue Ridge Bankshares, Inc. Amended and Restated 2023 Stock Incentive Plan (incorporated by reference to Appendix A of the Proxy Statement for the Annual Meeting of Shareholders held on October 10, 2024, filed on August 30, 2024).
5.1		Opinion of Williams Mullen.*
23.1		Consent of Williams Mullen (included in Exhibit 5.1).*
23.2		Consent of Elliott Davis, PLLC.*
24		Powers of Attorney of Directors and Officers (included on signature page).
107		Filing Fee Table.*

 

*	Filed herewith.

 

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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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.

(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 the offering.

(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.

(c) 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 Commission such indemnification is against public policy as expressed in the Securities Act of 1933 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 Securities Act of 1933 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 Henrico County, Commonwealth of Virginia, on October 25, 2024.

 

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 dates indicated. Each person whose signature appears below constitutes and appoints G. William Beale and Judy C. Gavant, and each of them singly, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments or post-effective amendments to this registration statement, hereby ratifying and confirming such person’s signature as it may be signed by said attorneys to any and all amendments.

 

Date		Signature
October 25, 2024		/s/ G. William Beale
		G. William Beale, President and Chief Executive Officer
		and Director (Principal Executive Officer)
October 25, 2024		/s/ Judy C. Gavant
		Judy C. Gavant, Executive Vice President and Chief
		Financial Officer (Principal Financial Officer)
October 25, 2024		/s/ Brett E. Raynor
		Brett E. Raynor, Chief Accounting Officer
		(Principal Accounting Officer)
October 25, 2024		/s/ Hunter H. Bost
		Hunter H. Bost, Director
October 25, 2024		/s/ Heather M. Cozart
		Heather M. Cozart, Director
October 25, 2024		/s/ Elizabeth H. Crowther
		Elizabeth H. Crowther, Director
October 25, 2024		/s/ Otis S. Jones
		Otis S. Jones, Director
October 25, 2024		/s/ Ciaran McMullan
		Ciaran McMullan, Director
October 25, 2024		/s/ Trevor Montano
		Trevor Montano, Director
October 25, 2024		/s/ Julien G. Patterson
		Julien G. Patterson, Director

 

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October 25, 2024		/s/ Randolph N. Reynolds, Jr.
		Randolph N. Reynolds, Jr., Director
October 25, 2024		/s/ Anthony R. Scavuzzo
		Anthony R. Scavuzzo, Director
October 25, 2024		/s/ Vance H. Spilman
		Vance H. Spilman, Director
October 25, 2024		/s/ William W. Stokes
		William W. Stokes, Director
October 25, 2024		/s/ Carolyn J. Woodruff
		Carolyn J. Woodruff, Director

 

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