forms3divreinv.htm
|
As
filed with the Securities and Exchange Commission on
_______________________
|
Registration
No. 33-_______
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
----------
SUMMIT
FINANCIAL GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
West
Virginia
|
55-0672148
|
|
(State
or Other Jurisdiction
of
Incorporation or Organization)
|
(I.
R. S. Employer
Identification
Number)
|
300
North Main Street
Moorefield,
West Virginia 26836
(304)
530-1000
----------
(Address,
Including Zip Code, and Telephone Number,
Including
Area Code, of Registrant’s Principal Executive Offices)
H. Charles Maddy,
III With
copies to:
Sandra M. Murphy, Esq.
Summit Financial Group, Inc.
Bowles
Rice McDavid Graff & Love LLP
300
N. Main Street 600 Quarrier
Street
Moorefield,
West Virginia 26836 P.O. Box 1386
(304)
530-1000 Charleston,
West Virginia 25325-1386
(Name, Address, Including Zip Code,
and (304) 347-1131
Telephone Number, Including Area Code,
of Agent for Service)
Approximate
date of commencement of proposed sale to the public: From time to time following
the effectiveness of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. x
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a small reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large
accelerated
filer o Accelerated
filer x
Non-accelerated
filer o Smaller
reporting
company o
(do not
check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
|
Title
of each class of
securities
to be registered
|
Amount
to be
registered(1)
|
Proposed
maximum
offering
price
per
unit(2)
|
Proposed
maximum aggregate
offering
price
|
Amount
of
registration
fee
|
|
Common
Stock
par
value $2.50 Per Share
|
500,000
|
$12.40
|
$620,000
|
$243.66
|
(1) The
amount of Common Stock registered hereunder shall be deemed to include any
additional shares issuable as a result of any stock split, stock dividend or
other change in the capitalization of the Registrant.
(2) Pursuant
to Rule 457(c), the offering price is based on the average of the high ($12.40)
and low (12.40) sales prices of one share of common stock, as reported on the
Nasdaq Capital Market on September 12, 2008, and has been established solely for
the purpose of calculating the registration fee.
PROSPECTUS
September
15, 2008
SUMMIT
FINANCIAL GROUP, INC.
DIVIDEND
REINVESTMENT PLAN
300
North Main Street
Moorefield,
West Virginia 26836
(304)
530-1000
500,000
Shares
Common
Stock, Par Value $2.50 Per Share
This
prospectus relates to shares of common stock, par value $2.50 per share, of
Summit Financial Group, Inc., a West Virginia banking corporation, which may be
offered and sold from time to time pursuant to the terms of the Summit Financial
Group, Inc. Dividend Reinvestment Plan.
The Plan
provides participants with a convenient and economical method for investing cash
dividends paid on our common stock in additional shares of our common
stock. This prospectus describes the material provisions of the
Plan.
Shares of
common stock to be issued under the Plan will be (i) purchased on the open
market or (ii) purchased directly from us from authorized but unissued
shares.
Shares of
our common stock are traded on the NASDAQ Capital Market under the symbol
“SMMF.” The closing price for our common stock on September 12, 2008,
was $12.40 per share.
We have
registered 500,000 shares of our common stock for sale under the
Plan. You should keep this prospectus for future reference.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE
SHARES OFFERED ARE OUR EQUITY SECURITIES AND ARE NOT SAVINGS ACCOUNTS, DEPOSITS
OR OTHER OBLIGATIONS OF ANY BANK SUBSIDIARY OF OURS AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION.
THERE ARE
RISKS AND UNCERTAINTIES INVOLVED IN AN INVESTMENT IN SHARES OF OUR COMMON
STOCK. FOR A DISCUSSION OF THE FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH SUCH INVESTMENT, SEE THE “RISK FACTORS” SECTION OF OUR ANNUAL
REPORTS ON FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q WHICH WE FILE WITH THE
SECURITIES EXCHANGE COMMISSION AND INCORPORATE BY REFERENCE INTO THIS
PROSPECTUS.
PROSPECTUS
TABLE
OF CONTENTS
|
ABOUT
THIS PROSPECTUS
|
1
|
|
WHERE
YOU CAN FIND MORE INFORMATION
|
1
|
|
INCORPORATION
OF INFORMATION THAT WE FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION
|
1
|
|
ADDITIONAL
INFORMATION
|
3
|
|
RISK
FACTORS
|
4
|
|
DESCRIPTION
OF THE DIVIDEND REINVESTMENT PLAN
|
4
|
|
USE
OF PROCEEDS
|
11
|
|
LEGAL
MATTERS
|
11
|
|
EXPERTS
|
11
|
|
INDEMNIFICATION
|
12
|
We have not authorized anyone to
provide you with information that is different from what is contained in this
prospectus. The
Plan is not available to any person to whom we may not legally offer
it. The date of
this prospectus is September 15, 2008.
You should not assume that the
information in this prospectus is still accurate as of any later
date.
ABOUT
THIS PROSPECTUS
This
document is called a prospectus and is part of a registration statement that we
filed with the Securities and Exchange Commission relating to the offer and sale
of shares of our common stock. This prospectus does not include all of the
information in the registration statement, but provides you with a general
description of the securities offered and the Plan. The registration
statement containing this prospectus, including exhibits to the registration
statement, provides additional information about us, the Plan and the securities
offered. The registration statement can be read at the Securities and
Exchange Commission web site or at the Securities and Exchange Commission
offices. See “Where You Can Find More Information” for more
information.
When
acquiring any securities discussed in this prospectus, you should rely only on
the information provided in this prospectus, including the information
incorporated by reference. We have not authorized anyone to provide you
with different information. We are not offering the securities in any
state or jurisdiction where the offer is prohibited. You should not assume
that the information in this prospectus or any document incorporated by
reference is truthful or complete at any date mentioned other than on the cover
page of these documents.
Unless
otherwise mentioned or unless the context requires otherwise, all references in
this prospectus to “we,” “us,” “our” or similar references mean Summit Financial
Group, Inc. and its subsidiaries.
WHERE
YOU CAN FIND MORE INFORMATION
Our
corporate headquarters are located at 300 North Main Street, Moorefield, West
Virginia 26836, and our phone number is (304) 530-1000. We also
maintain a web site at www.summitfgi.com
that contains information relating to us and our business.
We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission’s public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public reference room. In addition, our Securities and Exchange
Commission filings are available to the public at the Securities and Exchange
Commission’s web site at www.sec.gov.
This
prospectus is part of a registration statement filed by us with the Securities
and Exchange Commission. Because the rules and regulations of the
Securities and Exchange Commission allow us to omit certain portions of the
registration statement from this prospectus, this prospectus does not contain
all of the information set forth in the registration statement. You
may review the registration statement and the exhibits filed with it for further
information regarding us and the shares of our common stock being sold by this
prospectus. The registration statement and its exhibits may be
inspected at the Securities and Exchange Commission’s web site or at its public
reference room at the address set forth above.
INCORPORATION
OF INFORMATION THAT WE FILE
WITH
THE SECURITIES AND EXCHANGE COMMISSION
The
Securities and Exchange Commission allows us to “incorporate by reference” into
this prospectus the information in documents we file with it. This means
that we can disclose important information to you by referring you to those
documents. The information incorporated by reference is
considered
to be a part of this prospectus and should be read with the same care.
When we update the information contained in documents that have been
incorporated by reference by making future filings with the Securities and
Exchange Commission, the information incorporated by reference in this
prospectus is considered to be updated automatically and superseded. In
other words, in the case of a conflict or inconsistency between information
contained in this prospectus and information incorporated by reference into this
prospectus, you should rely on the information contained in the document that
was filed later. We incorporate by reference the specific documents listed
below and any documents we file with the Securities and Exchange Commission in
the future under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until our offering is completed, except that we are not
incorporating by reference any document or information that is only “furnished”
to the Securities and Exchange Commission or that is otherwise not deemed to be
filed with the Securities and Exchange Commission under those
sections.
The
following documents, which provide certain information about us, are
incorporated by reference in this prospectus:
|
|
1.
|
Annual
report on Form 10-K for the fiscal year ended December 31, 2007 (including
the description of our common stock set forth
therein);
|
|
|
2.
|
Quarterly
reports on Form 10-Q for the quarters ended March 31, 2008, and June 30,
2008;
|
|
|
3.
|
Current
reports on Form 8-K filed on February 5, 2008, April 10, 2008 (with
respect to termination of a merger agreement), April 25, 2008, and June
12, 2008 (with respect to entry into a merger agreement), July 25, 2008,
and September 12, 2008 (with respect to material impairment of certain
assets); and
|
|
|
4.
|
The
description of our common stock set forth under the caption “Description
of Summit Financial Group Common Stock” included in our Registration
Statement on Form S-4 dated July 30,
2008.
|
All
documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and prior to
termination of the offering shall be deemed to be incorporated by reference into
this prospectus and to be a part of it from the date of filing of such
documents. Any statement in this prospectus or in a document incorporated
by reference into this prospectus shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that the statement is modified or
superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference into this prospectus. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
This
prospectus incorporates documents by reference that are not presented or
delivered with this prospectus. We will provide without charge to each
person, including any beneficial owner, to whom this prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated into
this prospectus and deemed to be part of it, other than exhibits to such
documents unless such exhibits are specifically incorporated by reference in
such documents. These documents are available upon request by contacting
Summit Financial Group, Inc. c/o Teresa D. Ely, 300 North Main Street,
Moorefield, West Virginia 26836 or by calling (304) 530-1000.
ADDITIONAL
INFORMATION
This
document incorporates important business and financial information about Summit
Financial Group, Inc. from other documents filed with the Securities and
Exchange Commission that have not been included in or delivered with this
document. You may read and copy these documents at the Securities and
Exchange Commission’s website, public reference facilities. Please
call the SEC at 1-800-SEC-0330 for information about these
facilities. This information is also available at the Securities and
Exchange Commission’s website www.sec.gov. See
“Where You Can Find More Information” on page 1.
You also
may request copies of these documents from Summit Financial Group,
Inc. Summit Financial Group, Inc. will provide you with copies of
these documents, without charge, upon written or oral request to:
Summit
Financial Group, Inc.
300 North
Main Street
Moorefield,
West Virginia 26836
Attention: Teresa
D. Ely
Telephone: (304)
530-1000
RISK
FACTORS
There are
risks and uncertainties involved with an investment in shares of our common
stock. See the “Risk Factors” sections of our annual reports on Form 10-K and
quarterly reports on Form 10-Q, which we file with the Securities and Exchange
Commission and incorporate by reference into this prospectus, for a discussion
of the factors that should be considered in connection with such an
investment.
DESCRIPTION
OF THE DIVIDEND REINVESTMENT PLAN
The
following questions and answers constitute a description of the provisions of
our Dividend Reinvestment Plan.
Purpose and
Advantage
1. What
is the purpose of the Plan?
The
purpose of the Plan is to provide participants with a simple, convenient and
economical method of investing cash dividends paid on shares of our common stock
for the purchase of additional shares of our common stock. The Plan allows
participants to have all or a portion of cash dividends paid on their shares of
common stock automatically reinvested in shares of our common stock without
incurring brokerage commissions, service charges and other related expenses
which are normally paid when purchasing our common
stock. Additionally, the Plan allows us to retain funds normally used
to pay dividends for general corporate purposes if we issue shares directly to
participants.
2. What
are the advantages of the Plan?
Participants
may increase their holding of shares of common stock with the reinvestment of
cash dividends received on previously owned shares of common stock registered in
their names without incurring any service charges and without payment of
brokerage commissions in connection with purchases under the
Plan.
Regular
account statements provide each participant in the Plan with a record of each
transaction. Participation in the Plan is entirely voluntary. You
may join or terminate your participation at any time prior to a particular
dividend record date by making timely written notice to the Plan Administrator
(see Question 3), subject to your eligibility to participate and the payment of
termination fees (see Questions 4 and 19).
Participants
may deposit certificates into their plan accounts, avoiding cumbersome
safekeeping requirements and the risk of losing the certificates. The
cost to deposit your certificate into the Plan is $5.00 per
deposit.
Plan
Administration
3. Who
administers the Plan for participants?
Registrar
and Transfer Company is our transfer agent and, as the Plan Administrator,
administers the Plan for participants by maintaining records, sending account
statements to participants and performing other duties relating to the
Plan. Shares of common stock purchased under the Plan are registered in
the name of the Plan Administrator’s nominee and are credited to the accounts of
the participants in the Plan.
Registrar
and Transfer Company can be contacted at:
Registrar
and Transfer Company
Attn:
Dividend Reinvestment Plan Department
10
Commerce Drive
P.O. Box
664
Cranford,
New Jersey 07016
Phone
Number: 1-800-368-5948
We may
change the Plan Administrator at any time at our sole discretion.
We will
bear all costs of administering the Plan, except as described under Question 14
below.
Participation
4. Who
is eligible to participate?
Any
holder of record who owns shares of our common stock is eligible to participate
in the Plan. Beneficial owners of shares of common stock whose shares are
registered in names other than their own may participate by requesting their
broker or nominee to transfer their shares into their own name or requesting
that the broker or nominee enroll in the Plan on their
behalf.
The right
to participate in the Plan is not transferable to another person apart from a
transfer of a participant’s shares of our common stock. Shareholders who reside
in jurisdictions in which it is unlawful for a shareholder to participate in the
Plan are not eligible to participate in the Plan.
5. How
does an eligible shareholder participate?
To
participate in the Plan, a shareholder of record must complete an Authorization
Form and return it to the Plan Administrator. Copies of the Authorization
Form may be obtained at any time by written request to Registrar and Transfer
Company, 10 Commerce Drive, P.O. Box 664, Cranford, New Jersey 07016, Attn:
Dividend Reinvestment Department, online at www.rtco.com, or by
calling (800) 368-5948.
Beneficial
owners of shares of common stock should contact their broker or nominee
regarding participation in the Plan.
6. When
may an eligible shareholder join the Plan?
Any
shareholder of record of our common stock may enroll in the Plan at any
time. If the Authorization Form is received by the Plan Administrator no
fewer than five business days before the record date for a dividend payment, and
the participant elects to reinvest the dividends in shares of our common stock,
such reinvestment of dividends will begin with that dividend payment. If
the Authorization Form is received later than as described above, the
shareholder will be eligible for participation in the program following the
payment date of such dividend, and the reinvestment of dividends through the
Plan will begin with the next dividend.
Please
note that the Plan does not represent any change in our dividend policy or a
guarantee of the payment of any future dividends.
7. What
does the Authorization Form provide?
The
Authorization Form directs us to pay to the Plan Administrator for the account
of the participating shareholder of record all dividends paid on the shares
credited to the participant’s account under the Plan. It also appoints the
Plan Administrator (or such other Plan administrator as we may from time to time
designate) as agent for the shareholder and directs such agent to apply all of
such dividends for the purchase of additional shares of common stock in
accordance with the terms and conditions of the Plan.
|
|
8.
|
May
a shareholder have dividends reinvested under the Plan with respect to
less than all of the shares of common stock registered in that
shareholder’s name?
|
Yes. A
shareholder may elect to have the dividends received on some or all of his or
her shares reinvested. The Plan does not require a minimum number of shares to
participate.
Optional Cash
Payments
9. May
a participant elect to make additional cash payments under the
Plan?
No.
The Plan does not permit optional, additional purchases.
Purchases
10. How
will purchases be made?
Shares of
our common stock needed to fund the Plan may be:
(i) acquired
by the Plan Administrator on the open market;
(ii) issued
directly by us from authorized but unissued shares; or
(iii) through
a combination of (i) and (ii), above.
Open
market purchases under the Plan will be made on each “Investment Date,” which
will be the first business day following a dividend payment date or as soon as
practicable thereafter. Purchases of shares of common stock will be made
at the direction of the Plan Administrator or its selected broker/dealer.
Such purchases will be made in accordance with applicable state and federal
securities laws and regulations. No interest or earnings will be paid by
the Plan Administrator on dividend payments pending their investment in shares
of our common stock.
In the
event applicable law or the closing of the securities markets requires temporary
curtailment or suspension of open market purchases of the shares of our common
stock, the Plan Administrator is not accountable for its inability to make
purchases at such time. If shares of our common stock are not
available for purchase for a period longer than 30 days from the prior dividend
payment date, the Plan Administrator will promptly mail to each participant a
check in the amount of any unapplied funds in the participant’s
account.
11. How
many shares of common stock will be purchased for participants?
The
number of shares that will be purchased for each participant on any dividend
payment date will depend on the amount of the participant’s cash dividend and
the purchase price of the shares of our common stock. Each participant’s
account will be credited with that number of shares (including
fractional
shares computed to four decimal places) equal to the total amount to be
invested, divided by the applicable purchase price as defined in Question 12
(also computed to four decimal places).
12. What
will be the price of shares of common stock purchased under the
Plan?
In making
purchases of shares of our common stock for a participant’s account associated
with each Investment Date, the Plan Administrator will commingle the
participant’s funds with those of other participants under the
Plan.
With
respect to shares purchased on the open market, the price of shares of our
common stock purchased for participants under the Plan with reinvested dividends
on their shares of common stock for each Investment Date will be equal to the
average price of all shares of common stock purchased on the Investment Date by
the Plan Administrator on behalf of the Plan.
With
respect to shares purchased directly from us, the price of such shares will be
the closing price of shares of our common stock as quoted on the NASDAQ Capital
Market as of the close of business on the business day immediately preceding the
applicable Investment Date. The Plan Administrator shall have no
responsibility with respect to the value of the shares of our common stock
acquired under the Plan.
13. How
are dividends on shares purchased through the Plan applied?
The
purpose of the Plan is to provide the participant with a convenient method of
purchasing shares of common stock and to have the dividends on those shares
reinvested. Accordingly, dividends paid on shares held in the Plan will be
automatically reinvested in additional shares of common stock unless and until
the participant elects in writing to terminate participation in the
Plan.
Costs to
Participants
14. Are
there any expenses to participants in connection with purchases under the
Plan?
The
following are the fees charged by the Plan Administrator to Participants and
other expenses relating to the Plan:
|
|
•
|
Dividend
Reinvestment: All fees and brokerage commissions are
absorbed by the Company.
|
|
|
•
|
Certificate
Deposit: The cost to deposit your certificates into the
plan is $5.00 per deposit.
|
|
|
•
|
Duplicate
Statements: $5.00 for current year, $10.00 per request
for prior year(s).
|
|
|
•
|
Termination of Plan
participation: $5.00 per account
terminated.
|
All
purchases of Common Stock made in conjunction with the Plan will be conducted
through routine open-market purchases. Purchases will be directed by the
Plan Administrator through an unaffiliated, registered
broker-dealer. The Plan Administrator’s fees are subject to
change.
Reports
to Participants
15. How
will participants be advised of their purchases of shares of common
stock?
As soon
as practicable after each purchase, each participant will receive an account
statement from the Plan Administrator. These statements are the
participant’s continuing record of the purchase price of the shares of common
stock acquired and the number of shares acquired, and should be retained for tax
purposes. Participants will also receive, from time to time,
communications sent to all record holders of the shares of our common stock.
These communications will include, among other things, proxy statements and
annual reports to shareholders.
Dividends
16. Will
participants be credited with dividends on shares held in their account under
the Plan?
Yes.
The participant’s account will be credited with dividends paid on whole shares
and fractional shares credited to the participant’s account. The Plan
Administrator will automatically reinvest the cash dividends received for the
purchase of additional shares of our common stock.
Stock
Certificates
17. Will
stock certificates be issued for shares of common stock purchased?
The Plan
Administrator will hold all stock certificates representing the shares of common
stock purchased under the Plan in the name of its nominee. Normally,
certificates for shares of our common stock purchased under the Plan will not be
issued to participants. The number of shares credited to an account under
the Plan will be shown on the participant’s account statement. This
feature protects against loss, theft or destruction of stock
certificates.
The
participant may receive certificates for whole shares accumulated in his or her
account under the Plan by sending a written request to the Plan Administrator
and payment of applicable fees. When certificates are issued to the
participant, future dividends on such shares will continue to be reinvested in
additional shares of common stock, unless the participant withdraws from the
Plan. Any undistributed shares will continue to be reflected in the
participant’s account. No certificates representing fractional shares will
be issued.
The
participant’s rights under the Plan and shares credited to the account of the
participant under the Plan may not be pledged. A participant who wishes to
pledge such shares must request that certificates for such shares be issued in
his or her name.
Accounts
under the Plan are maintained in the names in which the certificates of
participants were registered at the time they entered the Plan. Additional
certificates for whole shares will be similarly registered when
issued.
Sale of Shares from the
Plan
18. How
does a participant sell shares from the Plan?
A
participant may request in writing that any or all of the whole shares credited
to his or her account be sold by a Plan Administrator. If such sale is
requested, the sale will be made for the account of the participant by the Plan
Administrator’s broker within ten business days after receipt of the
request
at
the prevailing market price at the time of such sale. Within ten business
days after the sale, the participant will receive from the Plan Administrator a
check for the proceeds of the sale less the $15 processing fee, any applicable
brokerage commission and any transfer tax. The signature on any request
for sales in excess of $10,000 must be guaranteed by a firm that is a bank,
broker, dealer, credit union, savings association or other entity which is a
member in good standing of the Securities Transfer Agents’ Medallion
Program.
Because the Administrator will sell
the shares on behalf of the Plan, neither we nor any participant in the Plan has
the authority or power to control the timing or pricing of shares sold or the
selection of the broker making sales. Therefore, you will not be able to
precisely time the sale of your shares through the Plan, and you will bear the
market risk associated with fluctuations in the price of our common
stock.
Accordingly, if you send in a request to sell shares, it is possible that that
the market price of our common stock could go down or up before the broker sells
your shares. In addition, you will not earn interest on a sales
transaction.
Withdrawal from the
Plan
19. How
does a participant withdraw from the Plan?
A
participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator and a payment of a $10.00
termination fee. Notice received after a particular dividend record
date will be effective following the payment date of such dividend and the
crediting of shares for such dividend to the participant’s
account. (See Question 3 for the full name and address of the Plan
Administrator). When a participant withdraws from the Plan or upon
termination of the Plan by us, certificates for whole shares credited to the
participant’s account under the Plan will be issued and a cash payment will be
made for any fraction of a share (see Question 20). Certificates will
be registered in the name of the participant.
Upon
withdrawal from the Plan, the participant may also request that all of the
shares credited to his or her account be sold by the Plan
Administrator. If such sale is requested, the sale will be made for
the account of the participant by the Plan Administrator’s broker within ten
business days after receipt of the request at the prevailing market price at the
time of such sale. Within ten business days after the sale, the
participant will receive from the Plan Administrator a check for the proceeds of
the sale less the $15 processing fee, any applicable brokerage commission and
any transfer tax. The signature on any request for sales in excess of
$10,000 must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents’ Medallion Program.
20. What
happens to a fraction of a share when a participant withdraws from the
Plan?
When a
participant withdraws from the Plan, a cash adjustment representing the value of
any fraction of a share then credited to the participant’s account will be
mailed directly to the participant. The cash adjustment will be based
on the closing price of the shares of common stock on the date on which the
termination is processed by the Plan Administrator. In no case will certificates
representing a fractional share interest be issued.
Other
Information
21. What
happens if we issue a stock dividend, declare a stock split or make a rights
offering?
Any
shares representing stock dividends or stock splits distributed by us on shares
credited to the account of a participant under the Plan will be added to the
participant’s account. Shares representing stock dividends or split
shares distributed on shares registered in the name of the participant will be
mailed directly to such participant in the same manner as to shareholders who
are not participating in the Plan.
In the
event we make a rights offering of any of our securities to holders of our
common stock, participants in the Plan will be notified by us in advance of the
commencement of the offering. Participants should instruct the Plan
Administrator to transfer whole shares into their own names prior to the record
date for such offering if they wish to exercise such rights. If no
such instructions are received by the Plan Administrator prior to such record
date, then such rights shall terminate with respect to both the participant and
the Plan Administrator.
22. How
will a participant’s shares held under the Plan be voted at meetings of
shareholders?
Shares
credited to the account of a participant under the Plan (other than fractional
shares) will be automatically added to the shares covered by the proxy sent to
the shareholder with respect to his or her other shares of our common stock and
may be voted by such holder pursuant to such proxy. The Plan
Administrator will forward any proxy solicitation materials relating to the
shares of common stock held by the Plan to the participating
shareholder.
Where no
instructions are received from a participant with respect to a participant’s
shares held under the Plan, or otherwise, such shares shall not be voted unless
the participant votes such shares in person.
23. What
are the income tax consequences of participation in the Plan?
In
general, a participant in the Plan has the same federal and state income tax
obligations with respect to dividends credited to his or her account under the
Plan as other holders of shares of common stock who elect to receive cash
dividends directly. A participant is treated for income tax purposes
as having received, on the dividend payment date, a dividend in an amount equal
to the fair market value of the shares of common stock credited to his or her
account under the Plan, even though that amount was not actually received by the
participant in cash, but, instead, was applied to the purchase of additional
shares for his or her account. In addition, any brokerage commissions
and service charges paid by us on behalf of the participant are deemed to
constitute dividend income by the Internal Revenue Service. Such
amounts, if any, will be included on any annual information return filed by us
with the Internal Revenue Service, a copy of which will be sent to the
participant.
In the
case of corporate shareholders, the full amount of dividends reinvested will be
eligible for the dividends-received deduction available under the Internal
Revenue Code.
The cost
basis of each share of common stock credited to a participant’s account pursuant
to the Plan is the fair market value of the share of our common stock on the
Investment Date, and the holding period for such shares begins on the day
following the Investment Date.
The
receipt by a participant of certificates representing whole shares previously
credited to his or her account under the Plan upon withdrawal from the Plan or
pursuant to the request of the participant
will not
result in the recognition of taxable income. A participant will
recognize a gain or loss when shares are sold on behalf of the participant upon
withdrawal from the Plan or when the participant sells shares after the
participant’s withdrawal from the Plan.
All
participants are advised to consult with their own tax advisors to determine the
particular tax consequences that may result from their participation in the Plan
and the subsequent sale by them of shares purchased pursuant to the
Plan.
24. What
are our responsibilities under the Plan?
We shall
interpret the Plan, and all such interpretations and determinations made by us
shall be conclusive. The terms and conditions of the Plan, the
Authorization Form, the Plan’s operation, and a participant’s account will be
governed by the laws of the State of West Virginia and the rules and regulations
of the Securities and Exchange Commission. The terms of the Plan and
the Authorization Form cannot be changed by oral agreement.
We and
the Plan Administrator, in administering the Plan, will not be liable for any
act done in good faith or for the good faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant’s account upon such participant’s death or judicially declared
incompetency or with respect to the prices at which shares are purchased for the
participant’s account, and the times when such purchases are made, with respect
to any loss or fluctuation in the market value after purchase of shares, or with
respect to any sales of shares of common stock made under the Plan on behalf of
the participant.
25. Who
bears the risk of market price fluctuations in the shares of common
stock?
A
participant’s investment in shares acquired under the Plan is no different from
direct investment in shares of our common stock. The participant
bears the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares held in the Plan, or
otherwise. Neither we nor the Plan Administrator makes any
representations with respect to the future value of the shares of our common
stock purchased under the Plan. The participant should recognize that
we, the Plan Administrator and related parties cannot assure the participant of
realizing any profits or protect the participant against a loss related to
investment in the shares of our common stock purchased or sold under the
Plan. THE SHARES OF COMMON STOCK PURCHASED IN ACCORDANCE WITH THE
PLAN DO NOT CONSTITUTE SAVINGS ACCOUNTS OR DEPOSITS ISSUED BY A SAVINGS
INSTITUTION OR BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
26. May
the Plan be changed or discontinued?
The Plan
may be amended, suspended, modified or terminated at any time by our Board of
Directors without the approval of the participants. Thirty calendar
days notice of any suspension, termination or amendment or modification that
would have a material adverse effect on the participants’ rights under the Plan
will be sent to all participants, who shall at all times have the right to
withdraw from the Plan.
We or the
Plan Administrator may terminate a shareholder’s individual participation in the
Plan at any time by written notice to the shareholder. In the event
the Plan Administrator does not receive instructions from the participant, it
will send the participant a certificate for the number of full shares held for
the participant under the Plan and a check for any fractional
share.
USE
OF PROCEEDS
To the
extent shares of common stock used to fund the Dividend Reinvestment Plan are
purchased on the open market, there will be no proceeds payable to Summit from
the issuance of shares to participants in the Plan. The net proceeds
from the sale of newly issued shares of common stock issued under the Plan will
be used for general corporate purposes.
LEGAL
MATTERS
The
validity of the issuance of the shares of common stock offered hereby will be
passed upon for us by Bowles Rice McDavid Graff & Love LLP, Charleston, West
Virginia.
EXPERTS
The
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2007, incorporated by reference in this prospectus,
have been audited by Arnett & Foster, PLLC, an independent registered public
accounting firm, to the extent and for the periods set forth in their report
incorporated by reference, and are incorporated in reliance upon such report
given upon the authority of said firm as experts in auditing and
accounting.
INDEMNIFICATION
Our
directors and executive officers are entitled to indemnification as expressly
permitted by the provisions of the West Virginia Corporation Act, as amended,
and our Articles of Incorporation. We also have directors’ and
officers’ liability insurance, which provides, in general, insurance to our
directors and officers against loss by reason of any of their wrongful acts,
subject to the terms and conditions of the policy. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
The
following is a summary of the fees and expenses to be incurred by the Registrant
in connection with the distribution of the securities registered under this
registration statement.
Securities
and Exchange Commission
Registration
Fee $ 243.66
*
Accounting
Fees and
Expenses 1,100.00
Legal
Fees and
Expenses
3,000.00
Printing
Expenses
3,000.00
Miscellaneous
Expenses
1,000.00 Total $8,343.66
____________
*Represents
actual expenses. All other expenses are estimates.
Item
15. Indemnification of Directors and Officers
The
Restated Articles of Incorporation of the Company provide:
Director and Officer
Indemnification. Unless otherwise prohibited by law, each
director and officer of the corporation now or hereafter serving as such, and
each director and officer of any majority or wholly owned subsidiary of the
corporation that has been designated as entitled to indemnification by
resolution of the board of directors of the corporation as may be from time to
time determined by said board, shall be indemnified by the corporation against
any and all claims and liabilities (other than an action by or in the right of
the corporation or any majority or wholly owned subsidiary of the corporation)
including expenses of defending such claim of liability to which he or she has
or shall become subject by reason of any action alleged to have been taken,
omitted, or neglected by him or her as such director or officer provided the
director or officer acted in good faith and in a manner which the director or
officer reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal proceeding, a director or
officer shall be entitled to indemnification if such person had no reasonable
cause to believe his or her conduct was unlawful. The corporation
shall reimburse each such person as provided above in connection with any claim
or liability brought or arising by or in the right of the corporation or any
majority or wholly owned subsidiary of the corporation provided, however, that
such person shall be not indemnified in connection with, any claim or liability
brought by or in the right of the corporation or any majority or wholly owned
subsidiary of the corporation as to which the director or officer shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation or any majority or wholly owned subsidiary of
the corporation unless and only to the extent that the court in which such
action or proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnify for such expenses which
such court shall deem proper.
The
determination of eligibility for indemnification shall be made by those board
members not party to the action or proceeding or in the absence of such board
members by a panel of
independent
shareholders appointed for such purpose by a majority of the shareholders of the
corporation or in any other manner provided by law.
The right
of indemnification hereinabove provided for shall not be exclusive of any rights
to which any director or officer of the corporation may otherwise be entitled by
law.
The board
of directors may by resolution, by law or other lawful manner from time to time
as it shall determine extend the indemnification provided herein to agents and
employees of the corporation, to directors, officers, agents or employees of
other corporations or entities owned in whole or in part by the
corporation. The corporation may purchase and maintain insurance for
the purposes hereof.
Item 16. Exhibits.
Exhibit No. Document
|
|
|
5.1
|
Opinion
of Bowles Rice McDavid Graff & Love
LLP
|
|
|
|
23.1
|
Consent
of Bowles Rice McDavid Graff & Love LLP (included in Exhibit
5.1).
|
|
|
|
23.2
|
Consent
of Independent Registered Public Accounting
Firm.
|
|
|
|
24.1
|
Powers
of attorney (included on signature
page).
|
Item
17. 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;
|
|
|
(B)
|
Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in 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, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of 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.
(4) That,
for the purpose of determining liability of the Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
Any
preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule
424;
|
|
|
(ii)
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned Registrant or used or referred to by the undersigned
Registrant;
|
|
|
(iii)
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and
|
|
|
(iv)
|
Any
other communication that is an offer in the offering made by the
undersigned Registrant to the
purchaser.
|
(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.
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Hardy, State of West Virginia, on this ____ day of
______________, 2008.
SUMMIT FINANCIAL
GROUP, INC.
By: /s/ H. Charles
Maddy,
III
H. Charles
Maddy, III
President and Chief Executive
Officer
By: /s/ Robert S.
Tissue
Robert S. Tissue
Senior
Vice President, Chief Financial Officer
Each of the undersigned hereby appoints
H. Charles Maddy, III as attorney-in-fact and agent for the undersigned, with
full power of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, any and all amendments (including
post-effective amendments) to this Registration Statement, with any schedules or
exhibits thereto, and any and all supplements or other documents to be filed
with the Securities and Exchange Commission pertaining to the registration of
securities covered hereby, with full power and authority to do and perform any
and all acts and things as may be necessary or desirable in furtherance of such
registration.
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.
Signatures Title Date
/s/ Oscar
M.
Bean Director September
15, 2008
Oscar
M. Bean
____________________________ Director
Frank
A. Baer, III
____________________________ Director
Dewey
S. Bensenhaver, M.D.
____________________________ Director
James
M. Cookman
/s/ John
W.
Crites Director September
15, 2008
John
W. Crites
/s/
Patrick N.
Frye Director September
15, 2008
Patrick
N. Frye
/s/ James
Paul Geary,
II
Director
September 15, 2008
James
Paul Geary, II
/s/ Thomas
J. Hawse,
III Director September
15, 2008
Thomas
J. Hawse, III
/s/ Phoebe
Fisher
Heishman Director September
15, 2008
Phoebe
Fisher Heishman
/s/ Gary
L.
Hinkle
Director September
15, 2008
Gary
L. Hinkle
/s/ Gerald
W.
Huffman Director September
15, 2008
Gerald
W. Huffman
/s/ Duke
A.
McDaniel Director
September 15, 2008
Duke
A. McDaniel
/s/ Ronald
F.
Miller Director September
15, 2008
Ronald
F. Miller
/s/ G. R.
Ours,
Jr. Director
September 15, 2008
G.
R. Ours, Jr.
____________________________ Director
Charles
S. Piccirillo
EXHIBIT INDEX
Exhibit
No. Document
5.1
Opinion of Bowles Rice McDavid Graff & Love LLP.
23.1
Consent of Bowles Rice McDavid Graff & Love LLP (included in
Exhibit 5.1).
23.2
Consent of Independent Registered Public Accounting Firm.
24.1
Powers of attorney (included on signature page).