As filed with the Securities and Exchange Commission on May 22, 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
MainStreet Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Virginia |
81-2871064 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
10089 Fairfax Boulevard Fairfax, VA |
22030 |
(Address of Principal Executive Offices) |
(Zip Code) |
MainStreet Bancshares, Inc.
2019 Equity Incentive Plan (as amended)
(Full title of the plan)
Jeff W. Dick
Chairman, President and CEO
MainStreet Bancshares, Inc.
10089 Fairfax Boulevard
Fairfax, VA 22030
(Name and address of agent for service)
(703) 481-4567
(Telephone number, including area code, of agent for service)
Copy to:
Edward B. Crosland, Jr.
Jones Walker LLP
499 South Capitol Steet, SW, Suite 600
Washington, DC 20003
(202) 203-8100
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
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) is being filed by MainStreet Bancshares, Inc. (the “Registrant”) to register an additional 500,000 shares of its common stock, $4.00 par value per share (“Common Stock”), issuable to eligible participants under the MainStreet Bancshares, Inc. 2019 Equity Incentive Plan, as amended, which are securities of the same class and relate to the same employee benefit plan as those shares of Common Stock registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2019 (Registration No. 333-233077) which is hereby incorporated by reference, except to the extent modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
5.1 Opinion of Jones Walker LLP.
23.1 Consent of Yount, Hyde & Barbour, P.C.
23.2 Consent of Jones Walker LLP (included in Exhibit 5.1).
24.1 Powers of Attorney (included in the signature pages of this Registration Statement).
107 Calculation of Filing Fee Table.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Fairfax, Commonwealth of Virginia, on May 22, 2024.
MAINSTREET BANCSHARES, INC.
By: |
/s/ Jeff W. Dick |
Jeff W. Dick |
|
Chairman, President and CEO (Duly Authorized Representative) |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Jeff W. Dick, Thomas J. Chmelik and Richard A. Vari, or any one of them, his or her true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming all that such attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
Title |
Date |
/s/ Jeff W. Dick |
Chairman, President and Chief Executive Officer |
May 22, 2024 |
Jeff W. Dick |
(Principal Executive Officer) |
|
/s/ Thomas J. Chmelik |
Senior Executive Vice President, Chief Financial Officer and Director |
May 22, 2024 |
Thomas J. Chmelik |
(Principal Financial Officer) |
|
/s/ Richard A. Vari |
Senior Vice President and Chief Accounting Officer |
May 22, 2024 |
Richard A. Vari |
(Principal Accounting Officer) |
/s/ Elizabeth S. Bennett |
Director |
May 22, 2024 |
Elizabeth S. Bennett |
||
/s/ Charles C. Brockett |
Director |
May 22, 2024 |
Charles C. Brockett |
||
/s/ Rafael DeLeon |
Director |
May 22, 2024 |
Rafael DeLeon |
||
/s/ Russell Echlov |
Director |
May 22, 2024 |
Russell Echlov |
||
/s/ Darrell Green |
Director |
May 22, 2024 |
Darrell Green |
||
/s/ Paul Thomas Haddock |
Director |
May 22, 2024 |
Paul Thomas Haddock |
||
/s/ Patsy I. Rust |
Director |
May 22, 2024 |
Patsy I. Rust |
||
/s/ Terry M. Saeger |
Director |
May 22, 2024 |
Terry M. Saeger |