As filed with the Securities and Exchange Commission on February 27, 2013
Registration No 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| West Virginia | 20-0034461 | ||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||
| 301 Virginia Avenue | Fairmont | West Virginia | 26554 |
| (Address of Principal Executive Offices) | (City) | (State) | (Zip Code) |
(304) 363-4800
(Registrant’s telephone number, including area code)
MVB FINANCIAL CORP.
2003 STOCK INCENTIVE PLAN
Eric L. Tichenor
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554-2777
Telephone (304) 363-4800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
|
Title of Each Class of |
Amount to be |
Proposed Maximum Offering Price Per Unit (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of |
|
Common Stock, $1.00 Par Value |
300,000 |
$20.19 |
$6,057,000 |
$826.17
|
| (1) | Estimated solely for the purpose of calculating the registration fee on the basis of the book value of MVB Financial Corp. common stock on December 31, 2012. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
A Form S-8 Registration Statement (Registration No. 333-120234) was filed on December 2, 2004. In addition, a Form S-8 Registration Statement (Registration No. 333-145716) was filed on August 27, 2007. The contents of those earlier Registration Statements are hereby incorporated by reference herein. Information required by Part I of Form S-8 to be contained in a prospectus meeting the requirements of Section 10(a) of the Securities Act of 1933, as amended, is not required to be filed with the Securities and Exchange Commission and is omitted from this Registration Statement in accordance with the explanatory note to Part I of Form S-8 and Rule 428 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL |
Not applicable.
| ITEM 8. | EXHIBITS |
| 5 | Opinion of Jackson Kelly PLLC | |
| 23.1 | Consent of S. R. Snodgrass, A.C. | |
| 23.2 | Consent of Jackson Kelly PLLC (filed as part of the opinion at Exhibit 5 herein) |
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 the City of Fairmont, State of West Virginia, on February 27, 2013.
| MVB Financial Corp. | ||
| By: | /s/ Larry F. Mazza | |
| Larry F. Mazza | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Eric L. Tichenor | |
| Eric L. Tichenor | ||
| Chief Financial Officer | ||
| (Principal Accounting and Financial Officer) | ||
Dated: February 27, 2013
In accordance with 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 stated.
| Signatures | Title | Date | ||
| /s/ Larry F. Mazza | President and Chief Executive | February 19, 2013 | ||
| Larry F. Mazza | Officer and Director | |||
| /s/ Stephen R. Brooks | Director | February 19, 2013 | ||
| Stephen R. Brooks | ||||
| /s/ Dr. Joseph P. Cincinnati | Director | February 26, 2013 | ||
| Dr. Joseph P. Cincinnati | ||||
| /s/ Berniece D. Collis | Director | February 26, 2013 | ||
| Berniece D. Collis | ||||
| /s/ Harvey M. Havlichek | Director | February 19, 2013 | ||
| Harvey M. Havlichek | ||||
| /s/ James R. Martin | Director | February 19, 2013 | ||
| James R. Martin | ||||
| Director | February __, 2013 | |||
| Barbara A. McKinney | ||||
| Signatures | Title | Date | ||
| /s/ Dr. Saad Mossallati | Director | February 19, 2013 | ||
| Dr. Saad Mossallati | ||||
| /s/ Dr. Kelly R. Nelson | Director | February 19, 2013 | ||
| Dr. Kelly R. Nelson | ||||
| /s/ Leonard W. Nossokoff | Director | February 19, 2013 | ||
| Leonard W. Nossokoff | ||||
| /s/ J. Christopher Pallotta | Director | February 19, 2013 | ||
| J. Christopher Pallotta | ||||
| /s/ Nitesh S. Patel | Director | February 19, 2013 | ||
| Nitesh S. Patel | ||||
| /s/ Louis W. Spatafore | Director | February 19, 2013 | ||
| Louis W. Spatafore | ||||
| /s/ Richard L. Toothman | Director | February 19, 2013 | ||
| Richard L. Toothman | ||||
| Director | February __, 2013 | |||
| Dr. Michael F. Trent | ||||
| /s/ Samuel J. Warash | Director | February 19, 2013 | ||
| Samuel J. Warash |
EXHIBIT INDEX
Exhibits
| 5 | Opinion of Jackson Kelly PLLC | |
| 23.1 | Consent of S. R. Snodgrass, A.C. | |
| 23.2 | Consent of Jackson Kelly PLLC (filed as part of the opinion at Exhibit 5 herein) |