AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO.: 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________
NATIONAL BANKSHARES, INC.
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(Exact name of registrant as specified in its charter)
Virginia 54-1375874
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(State of Incorporation (IRS Employer Identification
or Organization) No.)
100 South Main Street, P. O. Box 90002
Blacksburg, Virginia 24062
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(Address of Principal Executive Offices) (Zip Code)
NATIONAL BANKSHARES, INC. 1999 STOCK OPTION PLAN
(Full name of the Plan)
___________
James G. Rakes Copy to:
Chairman, President and --------
Chief Executive Officer Wallace M. Starke and
National Bankshares, Inc. J. Scott Perkins
100 South Main Street Mays & Valentine, L.L.P.
P.O. Box 90002 1111 East Main Street
Blacksburg, Virginia 26062 NationsBank Center
Telephone: (540) 951-6236 Richmond, Virginia 23219
--------------------------------- Telephone: (804) 697-1316
(Name and Address of Agent for Service Process) -----------------------------
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
UPON EFFECTIVENESS OF THIS REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share(1) Offering Price(1) Fee
---------------- ---------- ------------ ----------------- ------------
COMMON STOCK
$2.50 PAR VALUE 250,000 $24.50 $6,125,000.00 $1,702.75
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended
(the "Securities Act"), on the basis of $24.50 per share. The proposed maximum
offering price per share of $24.50 was calculated based on the average of the
bid and asked prices of the shares of the Registrant as reported on the NASDAQ
National Market System on June 1, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
National Bankshares, Inc. (the "Company") will furnish shareholders with
annual reports containing audited financial statements and with quarterly
reports containing unaudited financial statements for the first three quarters
of each fiscal year. Copies of these documents, and any other communications
sent to the Company's shareholders generally, also will be furnished to all
employees eligible to participate in the Plan.
The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1998, filed on pursuant to Section 13 of the Securities Act of 1934 (the "1934
Act");
(b) Quarterly Report on Form 10-Q for the Quarter ended March 31, 1999,
filed pursuant to Section 13 of the 1934 Act; and
(c) The description of the Company's Common Stock contained in the
"Description of NBI Capital Stock" in the Company's Prospectus/Proxy Statement
filed as part of the Registration Statement on Form S-4, Registration No. 33-
64979, with the Securities and Exchange Commission on December 13, 1995, is
hereby incorporated by reference.
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior
to the filing of a post-effective amendment which indicates that all the
Company's Common Stock offered hereby has been sold or which deregisters such
Company Common Stock then remaining unsold, shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Title 13.1, Chapter 9, Article 10 of the Code of Virginia of 1950, as
amended, permits a Virginia corporation in general to indemnify any of its
officers and directors, and any person serving at its request as an officer or
director or another corporation or enterprise if he acted in good faith and in a
manner which he believed to be in, or not opposed to, the best interest of the
corporation. In the event, however, that such person is adjudged liable to the
corporation, he will not be entitled to indemnification. The statute also
permits a corporation to provide other or further indemnity in its articles of
incorporation, or in a bylaw or resolution approved by its directors or
shareholders, except for an indemnity against willful misconduct or a knowing
violation of criminal law. Furthermore, unless limited by its articles of
incorporation, a corporation shall indemnify a director who entirely prevails in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation. Finally, the statute authorizes a corporation to
purchase and maintain insurance on behalf of any such person against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have the
power to indemnify him against such liability.
The Articles of Incorporation of the Company provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding by reason of the fact that he is or was a director or officer
of the Company against all liabilities and expenses incurred in connection
therewith, including amounts paid in settlement, imposed upon, threatened or
asserted against him or her because he or she is or was an officer or director
of the Company, except for an indemnity against willful misconduct or a knowing
violation of criminal law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
An index of Exhibits appears at page II-6 hereof.
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 this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents 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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information 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 this 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.
(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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
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 Town of Blacksburg, Commonwealth of Virginia, on the 3rd day
of June, 1999.
NATIONAL BANKSHARES, INC.
Blacksburg, Virginia
By: /s/ James G. Rakes
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James G. Rakes
Chairman, President and
Chief Executive Officer
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:
NAME TITLE DATE
---- ----- ----
Chairman, President and
Chief Executive Officer
(Principal Executive Officer)
/s/ James G. Rakes and Director June 3, 1999
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James G. Rakes
Treasurer
(Principal Financial
/s/ J. Robert Buchanan and Accounting Officer) June 3, 1999
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J. Robert Buchanan
Director and
/s/ C. L. Boatwright Vice Chairman of the Board June 3, 1999
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C. L. Boatwright
/s/ L. A. Bowman Director June 3, 1999
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L. A. Bowman
/s/ A. A. Crouse Director June 3, 1999
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A. A. Crouse
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/s/ J. A. Deskins, Sr. Director June 3, 1999
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J. A. Deskins, Sr.
/s/ P. A. Duncan Director June 3, 1999
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P. A. Duncan
/s/ C. L. Forrester Director June 3, 1999
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C. L. Forrester
/s/ W. T. Peery Director June 3, 1999
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W. T. Peery
/s/ J. R. Stewart Director June 3, 1999
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J. R. Stewart
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EXHIBIT INDEX
Exhibit Description Exhibit Number
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Articles of Incorporation, as 4.1 (Incorporated by
amended reference from Exhibit
3(a) of the Company's
Annual Report on Form
10-K for fiscal year
ended December 31, 1993,
filed March 30, 1994).
Bylaws 4.2 (Incorporated by
reference from
from Exhibit 3(b) to the
Company's Annual Report
on Form 10-K for the
fiscal year ended
December 31, 1993, filed
March 30, 1994).
National Bankshares, Inc. 4.3
1999 Stock Option Plan, filed
herewith
Opinion of Marilyn B. Buhyoff, 5
Esq., Counsel, National
Bankshares, Inc., with respect to
the validity of the Common Stock,
filed herewith
Consent of KPMG LLP, 23.1
Independent Public Accountants,
dated June 3, 1999, filed herewith.
Consent of Marilyn B. Buhyoff, 23.2
Esq., Counsel, National
Bankshares, Inc., contained in
her opinion filed as Exhibit 5
hereto
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