As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 333-______
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)
_________________________
AMERICAN FEDERAL BANK, FSB AMENDED AND
RESTATED 1988 STOCK OPTION AND INCENTIVE 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:
ROBERT A. SINGER, Esq.
Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
230 North Elm Street, Suite 2000
Post Office Box 26000
Greensboro, North Carolina 27420
(910) 373-8850
_________________________
CALCULATION OF REGISTRATION FEE (1)
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Regis-
to be Registered Registered Offering Price Aggregate tration
Per Share Offering Fee (1)
Price
Common Stock, 149,008 * $3,391,930 $1,170
$5 par value shares
Series A Junior 149,008 Not Not Not
Participating Pre- rights Applicable Applicable Applicable
ferred Stock Purchase
Rights (2)
(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 American Federal Bank, FSB Amended and Restated 1988 Stock
Option and Incentive Plan (the "Plan") adopted by Registrant in
connection with its acquisition of American Federal Bank, FSB.
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.
(2) The Series A Junior Participating Preferred Stock Purchase
Rights will be attached to and trade with the shares of
Registrant's Common Stock.
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, 1996;
(ii) Registrant's Current Report on Form 8-K dated January
31, 1997, February 17, 1997, March 19, 1997, April 21, 1997, April 21,
1997, May 13, 1997 and August 1, 1997;
(iii) Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 and June 30, 1997; and
(iv) The description of the Registrant's stock contained in
its Current Report on Form 8-K dated July 1, 1983, as amended by Form
8-K/A2 dated June 14, 1996 and its Form 8-A dated July 29, 1996.
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
The validity of the shares of the Registrant's Common Stock that
may be issued to participants of the Plan will be passed upon for the
Registrant by Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.,
who served as counsel to the Registrant with respect to the August 1,
1997 merger with American Federal Bank, FSB. Robert A. Singer, a
partner in such firm, beneficially owns, or has sole or shared voting
control as a trustee or otherwise over, a total of 5,891 shares of the
Registrant's Common Stock.
The consolidated financial statements of the Registrant as of
December 31, 1996 and 1995 and for each of the years in the three-year
period ended December 31, 1996 have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick, LLP,
independent certified public accounts, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing,. KPMG Peat Marwick LLP's report refers to the fact that
on January 1, 1994, the Registrant adopted the provisions of SFAS No.
115, "Accounting for Certain Investment in Debt and Equity
Securities."
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
(filed herewith).
5 Opinion of Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. 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 Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. (contained in its opinion filed herewith as
Exhibit 5).
24 Power of Attorney (filed herewith).
99 Copy of American Federal Bank, FSB Amended and
Restated 1988 Stock Option and Incentive 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 22, 1997.
CCB Financial Corporation
(Registrant)
By: /s/ ERNEST C. ROESSLER
Ernest C. Roessler
Vice Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ ERNEST C. ROESSLER Vice Chairman, President, August 22, 1997
Ernest C. Roessler Chief Executive Officer and
Director
(principal executive officer)
*/s/ ROBERT L. SAVAGE, JR. Senior Vice President and August 22, 1997
Robert L. Savage, Jr. Chief Financial Officer
(principal financial officer)
/s/ W. HAROLD PARKER, JR. Senior Vice President and August 22, 1997
W. Harold Parker, Jr. Controller
(principal accounting officer)
__________________ Chairman of the Board of August __, 1997
W. L. Burns, Jr. Directors
*/s/ JOHN M. BARNHARDT Director August 22, 1997
John M. Barnhardt
*/s/ J. HARPER BEALL, III Director August 22, 1997
J. Harper Beall, III
*/s/ JAMES B. BRAME, JR. Director August 22, 1997
James B. Brame, Jr.
__________________ Director August __, 1997
Timothy B. Burnett
*/s/ EDWARD S. HOLMES Director August 22, 1997
Edward S. Holmes
*/s/ BONNIE MCELVEEN- Director August 22, 1997
HUNTER
Bonnie McElveen-Hunter
*/s/ DAVID B. JORDAN Vice Chairman and Director August 22, 1997
David B. Jordan
__________________ Director August __, 1997
Owen G. Kenan
*/s/ EUGENE J. MCDONALD Director August 22, 1997
Eugene J. McDonald
__________________ Director August __, 1997
Hamilton W. McKay, Jr., M.D.
__________________ Director August __, 1997
George J. Morrow
*/s/ ERIC B. MUNSON Director August 22, 1997
Eric B. Munson
*/s/ MILES J. SMITH, JR. Director August 22, 1997
Miles J. Smith, Jr.
*/s/ JIMMY K. STEGALL Director August 22, 1997
Jimmy K. Stegall
*/s/ H. ALLEN TATE, JR. Director August 22, 1997
H. Allen Tate, Jr.
__________________ Director August __, 1997
James L. Williamson
__________________ Director August __, 1997
Dr. Phail Wynn, Jr.
* BY: /s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX
Exhibit
Number Description
4 Specimen of Registrant's Common Stock
5 Opinion of Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P. as to the
legality of the securities being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P. Included in Exhibit 5
24 Power of Attorney
99 Copy of American Federal Bank, FSB Amended
and Restated 1988 Stock Option and Incentive Plan