As filed with the Securities and Exchange Commission on August 14, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1347849
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
111 Corcoran Street
Durham, North Carolina 27701
(Address of principal executive offices, including Zip Code)
_________________________
OMNI CAPITAL GROUP, INC.
1988 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
_________________________
ERNEST C. ROESSLER
CCB Financial Corporation
Post Office Box 931
Durham, North Carolina 27702
(919) 683-7777
(Name and address of agent for service)
Copy to:
Anthony Gaeta, Jr., Esq.
Ward and Smith, P.A.
Two Hannover Square, Suite 2400
Post Office Box 2091
Raleigh, North Carolina 27602-2091
(919) 836-1800
_________________________
CALCULATION OF REGISTRATION FEE (1)
Proposed Proposed Amount of
Title of Amount to be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee(1)
to be Price Offering
Registered Per Share Price
Common
Stock, 151,500 * $1,762,422 $607.73
$5 par
value
(1) The shares of Common Stock are being offered to eligible employees
of Registrant and its direct and indirect subsidiaries pursuant to
options granted to them in accordance with the terms of the Omni
Capital Group, Inc. 1988 Incentive Stock Option Plan (the "Plan")
adopted by Registrant in connection with its acquisition of
Security Capital Bancorp. Pursuant to Rule 457(h), the Aggregate
Offering Price and the Registration Fee have been calculated on the
basis of the maximum number of shares to be issued under the Plan
and an Offering Price equal to the price at which the shares may be
purchased pursuant to the Plan upon the exercise of the options.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Registrant with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference:
(i) Registrant's Annual Report on Form 10-K
(Commission File No. 0-12358) for the year ended December 31,
1994;
(ii) Registrant's Current Report on Form 8-K
dated May 19, 1995 and two Current Reports on Form 8-K both dated
July 17, 1995.
(iii) Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.
In addition, all documents subsequently filed with the
Commission by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities being offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant is incorporated under the laws of the State of
North Carolina. North Carolina's Business Corporation Act (the
"BCA") contains provisions prescribing the extent to which
directors and officers of a corporation shall or may be
indemnified.
The BCA permits a corporation, with certain exceptions, to
indemnify a current or former officer or director against
liability if he acted in good faith and he reasonably believed
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, (ii) in
all other cases, that his conduct was at least not opposed to its
best interests and (iii) with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify him in connection with
a proceeding by or in the right of the corporation in which he
was adjudged liable to the corporation or in connection with any
other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit
was improperly received by him unless and only to the extent that
the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for such
reasonable expenses incurred which the court shall deem proper.
The BCA requires a corporation to indemnify an officer or
director in the defense of any proceeding to which he was a party
against reasonable expenses to the extent that he is wholly
successful on the merits or otherwise in his defense.
Indemnification under the BCA generally shall be made by the
corporation only upon a determination that indemnification of the
director or officer was proper under the circumstances because he
met the applicable standard of conduct. Such determination may
be made by (i) the Board of Directors by a majority vote of a
quorum consisting of directors who are not parties to such
proceeding, (ii) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors
consisting solely of two or more directors not at the time party
to such proceeding, (iii) if such quorum is not obtainable, or,
even if obtainable if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iv) by the stockholders of the corporation.
The BCA permits a corporation to provide for indemnification of
directors and officers in its Articles of Incorporation or Bylaws
or by contract or otherwise, against liability in various
proceedings, and to purchase and maintain insurance policies on
behalf of these individuals. The Articles of Incorporation of
the Registrant provide for the elimination of the personal
liability for monetary damages for certain breaches of fiduciary
duty and the Bylaws of the Registrant provide for the
indemnification of directors and officers to the maximum extent
permitted by North Carolina law.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated
herein by reference as part of this Registration Statement:
4 Specimen of Registrant's Common Stock
certificate (incorporated by reference to Exhibit 4 of
Registrant's Registration Statement on Form S-8 dated
April 19, 1993).
5 Opinion of Ward and Smith, P.A. as to the
legality of the securities being registered (filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed
herewith).
23.2 Consent of Ward and Smith, P.A. (contained in
its opinion filed herewith as Exhibit 5).
24 Power of Attorney (filed herewith).
99 Copy of Omni Capital Group, Inc. 1988 Incentive
Stock Option Plan (filed herewith).
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;
(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 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 purposes 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 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 Securities and
Exchange Commission such indemnification is against public
policy as expressed in the Act 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 Act and will be governed by the final adjudication of
such issue.
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 Durham, State of North Carolina, on August 10, 1995.
CCB Financial Corporation
(Registrant)
By:*/s/ Ernest C. Roessler
Ernest C. Roessler
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 date indicated.
Signature Title Date
*/s/Ernest C. Roessler Vice Chairman, August 10, 1995
Ernest C. Roessler President and
Director
(Principal
Executive
Officer)
/s/W. Harold Parker, Jr. Senior Vice August 10, 1995
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
*/s/W. L. Burns, Jr. Chairman of the August 9, 1995
W. L. Burns, Jr. Board of
Directors
*/s/David B. Jordan Vice Chairman August 9, 1995
David B. Jordan and
Director
*/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
*/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
*/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
Director August __, 1995
Timothy B. Burnett
*/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
Director August __, 1995
Owen G. Kenan
*/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
*/s/Hamilton W. McKay, Director August 9, 1995
Jr.,M.D.
Hamilton W. McKay, Jr., M.D.
*/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
Director August __, 1995
J. G. Rutledge, III
*/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
*/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
*/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
Director August __, 1995
James L. Williamson
Director August __, 1995
Dr. Phail Wynn, Jr.
*By: /s/W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Specimen of Registrant's Common Stock Incorporated by
reference
5 Opinion of Ward and Smith, P.A. as 9
to the legality of the securities
being registered
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Ward and Smith, P.A. Included
in Exhibit 5
24 Power of Attorney 12
99 Copy of Omni Capital Group, Inc. 1988
Incentive Stock Option Plan. 15
AG\RTP
RLMAIN\7292.