Attached files

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EX-5.1 - EXHIBIT 5.1 - FIRST CAPITAL BANCORP, INC.d284451dex51.htm
EX-1.4 - EXHIBIT 1.4 - FIRST CAPITAL BANCORP, INC.d284451dex14.htm
EX-1.3 - EXHIBIT 1.3 - FIRST CAPITAL BANCORP, INC.d284451dex13.htm
EX-1.2 - EXHIBIT 1.2 - FIRST CAPITAL BANCORP, INC.d284451dex12.htm
EX-1.1 - EXHIBIT 1.1 - FIRST CAPITAL BANCORP, INC.d284451dex11.htm
EX-99.3 - EXHIBIT 99.3 - FIRST CAPITAL BANCORP, INC.d284451dex993.htm
EX-99.8 - EXHIBIT 99.8 - FIRST CAPITAL BANCORP, INC.d284451dex998.htm
EX-99.9 - EXHIBIT 99.9 - FIRST CAPITAL BANCORP, INC.d284451dex999.htm
EX-99.7 - EXHIBIT 99.7 - FIRST CAPITAL BANCORP, INC.d284451dex997.htm
EX-99.6 - EXHIBIT 99.6 - FIRST CAPITAL BANCORP, INC.d284451dex996.htm
EX-99.5 - EXHIBIT 99.5 - FIRST CAPITAL BANCORP, INC.d284451dex995.htm
EX-99.1 - EXHIBIT 99.1 - FIRST CAPITAL BANCORP, INC.d284451dex991.htm
EX-23.1 - EXHIBIT 23.1 - FIRST CAPITAL BANCORP, INC.d284451dex231.htm
EX-99.10 - EXHIBIT 99.10 - FIRST CAPITAL BANCORP, INC.d284451dex9910.htm
S-1/A - AMENDMENT NO. 1 TO FORM S-1 - FIRST CAPITAL BANCORP, INC.d284451ds1a.htm
EX-99.2 - EXHIBIT 99.2 - FIRST CAPITAL BANCORP, INC.d284451dex992.htm

EXHIBIT 99.4

 

LOGO

SUBSCRIPTION RIGHTS TO PURCHASE UNITS CONSISTING OF

SHARES OF COMMON STOCK AND WARRANTS

OFFERED PURSUANT TO SUBSCRIPTION RIGHTS

DISTRIBUTED TO SHAREHOLDERS

OF FIRST CAPITAL BANCORP, INC.

February ___, 2012

To Security Dealers, Commercial Banks,

Trust Companies and Other Nominees:

This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering (the “Rights Offering”) by First Capital Bancorp, Inc. (the “Company”) of Units (as such term is defined below), pursuant to non-transferable subscription rights (the “Rights”) distributed to all holders of record (the “Recordholders”) of shares of Company common stock, par value $4.00 per share (the “Common Stock”), at 5:00 p.m., Eastern time, on February 10, 2012 (the “Record Date”). The Rights and Common Stock are described in the offering prospectus dated                     , 2012 (the “Prospectus”).

In the Rights Offering, the Company is offering an aggregate of 8,913,513 Units, as described in the Prospectus. Each Unit consists of one share of common stock and a warrant to purchase one-half (1/2) of a share of common stock.

The Rights will expire, if not exercised prior to 5:00 p.m., Eastern time, on                      , 2012, unless extended (as it may be extended, the “Expiration Time”).

As described in the accompanying Prospectus, each beneficial owner of Units registered in your name or the name of your nominee is entitled to one Right for each share of Common Stock owned by such beneficial owner at 5:00 p.m., Eastern time, on the Record Date. Each Right will allow the holder thereof to subscribe for up to three Units (the “Basic Subscription Right”) at the cash price of $2.00 per Unit (the “Subscription Price”). For example, if a Recordholder owned 100 shares of Common Stock as of 5:00 p.m., Eastern time, on the Record Date, it would receive 100 Rights and would have the right to purchase 300 Units for the Subscription Price.

If a holder purchases all of the Units available to it pursuant to its Basic Subscription Right, it may also exercise an over-subscription privilege (the “Over-Subscription Privilege”) to purchase a portion of any Units that are not purchased by our shareholders through the exercise of their Basic Subscription Right (the “Unsubscribed Units”), subject to the right of first refusal in favor of the standby purchaser and certain other limitations, availability and the allocation process described in the Prospectus. If over-subscription requests exceed the number of Units available, we will allocate the available Units among the shareholders exercising the Over-Subscription Privilege by multiplying the number of Units requested by each subscriber through the exercise of their Over-Subscription Privilege by a fraction that equals (x) the number of Units available to be purchased through Over-Subscription Privileges divided by (y) the total number of Units requested by all subscribers through the exercise of their Over-Subscription Privileges.

Each Recordholder will be required to submit payment in full for all the Units it wishes to buy with its Over-Subscription Privilege. Because we will not know the total number of Unsubscribed Units


prior to the expiration of the Rights Offering, if a Recordholder wishes to maximize the number of Units it purchases pursuant to the Recordholder’s Over-Subscription Privilege, the Recordholder will need to deliver payment in an amount equal to the aggregate Subscription Price for the maximum number of Units available to the Recordholder, assuming that no shareholders other than such Recordholder purchase any Units pursuant to their Basic Subscription Right. Fractional shares of Common Stock resulting from the exercise of the Over-Subscription Privilege will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted accordingly. Any excess subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

The Company can provide no assurances that each Recordholder will actually be entitled to purchase the number of Units issuable upon the exercise of its Over-Subscription Privilege in full at the expiration of the Rights Offering. The Company will not be able to satisfy a Recordholder’s exercise of the Over-Subscription Privilege if all of the shareholders exercise their Basic Subscription Rights in full, and we will only honor an Over-Subscription Privilege to the extent sufficient Units are available following the exercise of subscription rights under the Basic Subscription Rights and subject to the right of first refusal in favor of the standby purchaser.

 

   

To the extent the aggregate Subscription Price of the maximum number of Unsubscribed Units available to a Recordholder pursuant to the Over-Subscription Privilege is less than the amount the Recordholder actually paid in connection with the exercise of the Over-Subscription Privilege, the Recordholder will be allocated only the number of Unsubscribed Units available to it as soon as practicable after the Expiration Time, and the Recordholder’s excess subscription payment received by the subscription agent will be returned, without interest or penalty, as soon as practicable.

 

   

To the extent the amount the Recordholder actually paid in connection with the exercise of the Over-Subscription Privilege is less than the aggregate Subscription Price of the maximum number of Unsubscribed Units available to the Recordholder pursuant to the Over-Subscription Privilege, such Recordholder will be allocated the number of Unsubscribed Units for which it actually paid in connection with the Over-Subscription Privilege.

We are asking persons who hold shares of Common Stock beneficially and who have received the Rights distributable with respect to those shares of Common Stock through a broker, dealer, commercial bank, trust company or other nominee, as well as persons who hold certificates of Common Stock directly and prefer to have such institutions effect transactions relating to the Rights on their behalf, to contact the appropriate institution or nominee and request it to effect the transactions for them.

All commissions, fees and other expenses (including brokerage commissions and transfer taxes), other than fees and expenses of the subscription agent, incurred in connection with the exercise of the Rights will be for the account of the holder of the Rights, and none of such commissions, fees or expenses will be paid by the Company or the subscription agent.

Enclosed are copies of the following documents:

 

  1. Prospectus;

 

  2. A form of letter that may be sent to your clients for whose accounts you hold shares of Common Stock registered in your name or the name of your nominee, with an attached form of instructions;

 

  3. Beneficial Owner Election Form;

 

  4. Nominee Holder Certification;

 

  5. Notice of Tax Information; and

 

  6. A return envelope addressed to Registrar and Transfer Company, the subscription agent.


Your prompt action is requested. To exercise the Rights, you should deliver the properly completed Beneficial Owner Election Forms, with payment of the Subscription Price in full for each Unit subscribed for pursuant to the Basic Subscription Right and the Over-Subscription Privilege, to the subscription agent, as indicated in the Prospectus. The subscription agent must receive the Beneficial Owner Election Forms with payment of the Subscription Price, including final clearance of any personal checks, prior to the Expiration Time. A Recordholder cannot revoke the exercise of its Rights. Rights not exercised prior to the Expiration Time will expire.

Additional copies of the enclosed materials may be obtained by contacting Registrar and Transfer Company at 800-368-5948 or via e-mail at info@rtco.com. Any questions or requests for assistance concerning the rights offering should be directed to Registrar and Transfer Company.

Very truly yours,

First Capital Bancorp, Inc.

NOTHING IN THIS PROSPECTUS OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF FIRST CAPITAL BANCORP., INC., THE SUBSCRIPTION AGENT OR ANY OTHER PERSON MAKING OR DEEMED TO BE MAKING OFFERS OF THE SECURITIES ISSUABLE UPON VALID EXERCISE OF THE RIGHTS, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFERING EXCEPT FOR STATEMENTS MADE IN THE PROSPECTUS.