As filed with the Securities and Exchange Commission on February 7, 2001
Registration No. 333-45014
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-Effective Amendment No. 5
to the
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTSTAR FINANCIAL SERVICES CORPORATION
(Name of small business issuer in its charter)
North Carolina 6712 56-2181423
- ----------------------- ----------------- -------------------
(State or Jurisdiction (Primary Standard (IRS Employer
of Organization) Industrial Code) Identification No.)
79 Woodfin Place
Asheville, North Carolina 28801-2426
(828) 252-1735
(Address and telephone number of principal executive offices)
G. Gordon Greenwood, President
79 Woodfin Place
Asheville, North Carolina 28801-2426
(828) 252-1735
(Name, address and telephone number of agent for service)
Copies to:
Anthony Gaeta, Jr., Esq.
Erik Gerhard, Esq.
Gaeta & Glesener, P.A.
808 Salem Woods Drive, Suite 201
Raleigh, NC 27615
(919) 845-2558 Phone
(919) 518-2146 Fax
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an Offering pursuant
to Rule 462(b) 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. [ ]
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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
PROSPECTUS SUPPLEMENT
February 7, 2001
WESTSTAR FINANCIAL SERVICES CORPORATION
Common Stock
$8.00 Per Share
62,500 Shares (minimum) 410,000 Shares (maximum)
RECENT DEVELOPMENTS
This Prospectus Supplement dated February 7, 2001 describes material
developments in the stock offering of Weststar Financial Services Corporation.
It should be read in conjunction with the Prospectus dated November 13, 2000 and
the Prospectus Supplement dated January 30, 2001 to which this Supplement is
made a part.
The Maximum Number of Shares Offered: The Company has reinstated the original
maximum of 410,000 shares. The Company will not be offering a maximum of 486,800
shares as indicated in the Prospectus Supplement dated January 30, 2001. The
number of shares to be outstanding after the Offering will equal 1,043,298
shares if the maximum is sold.
We have engaged Wachovia Securities, Inc. as the Sales Agent for this offering.
For further information regarding this Prospectus Supplement, please contact
Wachovia Securities, Inc., IJL Financial Center, 201 North Tryon Street,
Charlotte, North Carolina 28202. You can also reach them at (704) 379-9268.
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
Market Information
Weststar's common stock is currently being traded on the Nasdaq OTC Bulletin
Board under the symbol "WFSC." The prices reflected below are for Weststar since
April 28, 2000, the date of its organization. For dates prior thereto, the
prices reflect the shares of common stock of The Bank of Asheville. The
following table gives the high and low sales prices for the calendar quarters
indicated:
Sale Price
High Low
---- ---
1998
- ----
First Quarter $ n/a $ n/a
Second Quarter 11.50 11.00
Third Quarter 14.50 12.00
Fourth Quarter 12.00 10.0625
1999
- ----
First Quarter $ 11.00 $ 9.50
Second Quarter 10.50 9.50
Third Quarter 11.00 9.00
Fourth Quarter 10.50 6.375
2000
- ----
First Quarter $ 9.50 $ 7.00
Second Quarter 9.375 7.00
Third Quarter 9.00 5.375
Fourth Quarter 9.00 5.125
2001
- ----
First Quarter $ 8.50 $ 6.50
(thru February 5, 2001)
The over-the-counter quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.
USE OF PROCEEDS
We estimate the net proceeds from the sale of the minimum of 62,500 shares and
maximum of 410,000 shares of common stock we are offering will be a minimum of
approximately $367,480 and a maximum of approximately $3.15 million, assuming an
offering price of $8.00 per share and after deducting estimated sales
commissions and offering expenses.
We intend to use these net proceeds to: (i) enhance The Bank of Asheville's
liquidity position; (ii) provide funding or capital to The Bank of Asheville to
support additional branch locations; and (iii) general corporate purposes.
Maximum Minimum
Net Proceeds Net Proceeds
------------ ------------
Held at Weststar Financial Services Corporation (1) $ 314,748 $ 36,748
Invested in The Bank of Asheville (2) $2,832,732 $330,732
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$3,147,480 $367,480
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(1) Some or all may be loaned to The Bank of Asheville which will use the funds
for lending and investment purposes.
(2) Added to the capital accounts of The Bank of Asheville. Approximately
$60,000 to be used to fund equipment purchases and leasehold improvements
for its Leicester Highway Office opened in October 2000. The increased
capital will permit an increase in loans and support, from a regulatory
standpoint, increased deposits.
The net proceeds will initially be invested in short-term investment grade
securities until such time as management can deploy the proceeds as described
above.
CAPITALIZATION
The following table sets forth our capitalization as of September 30, 2000 on an
actual basis and on a pro forma basis as adjusted to give effect to this
offering, assuming an offering price of $8.00 per share. You should read this
information together with our consolidated financial statements and related
notes, which are included elsewhere in this prospectus.
At September 30, 2000
---------------------
Actual Minimum (1) Maximum (1)
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Shareholders' Equity:
Preferred Stock, no par value, 1,000,000 shares authorized,
none issued. -- -- --
Common Stock, $1.00 par value, 9,000,000 shares authorized,
633,298, 695,798 and 1,043,298 shares issued and outstanding. $ 633,298 $ 695,798 $1,043,298
Additional paid-in capital 6,129,636 6,434,616 8,867,116
Accumulated deficit (776,487) (776,487) (776,487)
Accumulated other comprehensive income 741 741 741
---------- ---------- ----------
Total Shareholders' Equity $5,987,188 $6,351,668 $9,131,668
========== ========== ==========
Capital Ratios:
Leverage 9.96% 10.58% 15.25%
Tier 1 Risk-Based 11.67% 12.39% 17.86%
Total Risk-Based 12.92% 13.64% 19.12%
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina General Statutes permit a
corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative, because of the fact that such person was a director, officer,
agent or employee of the corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) and reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(i) conducted himself in good faith, (ii) reasonably believed (a) that any
action taken in his official capacity with the corporation was in the best
interest of the corporation or (b) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the corporation or
in connection with a proceeding in which a director was adjudged liable on the
basis of having received an improper personal benefit.
In addition to, and separate and apart from the indemnification described above
under the statutory scheme, Section 55-8-57 of the North Carolina General
Statutes permits a corporation to indemnify or agree to indemnify any of its
directors, officers, employees or agents against liability and expenses
(including attorney's fees) in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation. The
Bylaws of Weststar provide for indemnification to the fullest extent permitted
under North Carolina law for persons who serve as directors or officers of
Weststar, or at the request of Weststar serve as an officer, director, agent,
partner, trustee, administrator or employee for any other foreign or domestic
entity, except to the extent such activities were at the time taken known or
believed by the potential indemnities to be clearly in conflict with the best
interests of Weststar. Accordingly, Weststar may indemnify its directors,
officers or employees in accordance with either the statutory or non-statutory
standards.
Sections 55-8-52 and 55-8-56 of the North Carolina General Statutes require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which such director or officer
was a party. Unless prohibited by the articles of incorporation, a director
or officer also may make application and obtain court-ordered indemnification if
the court determines that such director or officer is fairly and reasonably
entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56.
Finally, Section 55-8-57 of the North Carolina General Statutes provides that a
corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee or agent of the corporation against
certain liabilities incurred by such persons, whether or not the corporation is
otherwise authorized by the NCBCA to indemnify such party. Weststar has
purchased a standard directors' and officers liability policy which will,
subject to certain limitations, indemnify Weststar and its officers and
directors for damages they become legally obligated to pay as a result of any
negligent act, error, or omission committed by directors or officers while
acting in their capacity as such. Weststar may also purchase such a policy.
As permitted by North Carolina law, Article 5 of Weststar's Articles of
Incorporation limits the personal liability of directors for monetary damages
for breaches of duty as a director arising out of any legal action whether by or
in the right of Weststar or otherwise, provided that such limitation will not
apply to (i) acts or omissions that the director at the time of such breach knew
or believed were clearly in conflict with the best interests of Weststar, (ii)
any liability under Section 55-8-33 of the General Statutes of North Carolina,
or (iii) any transaction from which the director derived an improper personal
benefit (which does not include a director's reasonable compensation or other
reasonable incidental benefit for or on account of his service as a director,
officer, employee, independent contractor, attorney, or consultant of Weststar).
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fee $ 920
NASD Fee 4,600
Sales Agent Commission (1) 50,000
Printing and Engraving Expenses (1) 8,000
Legal Fees and Expenses 50,000
Accounting Fees and Expenses (1) 15,000
Blue Sky Fees and Expenses (1) 1,500
Miscellaneous 2,500
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Total $132,520
(1) Estimated
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
Weststar has sold no unregistered securities since it was chartered on February
8, 2000.
ITEM 27. INDEX TO EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description
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1.1 Sales Agency Agreement (previously filed)
1.2 Escrow Agreement (previously filed)
3.1 Articles of Incorporation of Weststar Financial Services
Corporation *
3.2 Bylaws of Weststar Financial Services Corporation *
4 Specimen Common Stock Certificate *
5 Opinion of Gaeta & Glesener, P.A. regarding the legality of
the securities being registered (previously filed)
10.1 Employment Agreement of G. Gordon Greenwood dated
February 9, 2000*
10.2 Employment Agreement of Randall C. Hall dated March 20, 1998*
10.3 401(k) Savings Plan of The Bank of Asheville *
21 Subsidiaries of Weststar Financial Services Corporation
(previously filed)
23.1 Consent of Deloitte & Touche LLP (previously filed)
23.2 Consent of Gaeta & Glesener, P.A. (contained in Exhibit 5)
24 Power of Attorney (previously filed)
27 Financial Data Schedule (previously filed)
99 Letter to Subscriber (previously filed)
* Incorporated by reference to the Registration Statement of Weststar
Financial Services Corporation on Form S-4, Registration No. 333-30200 as
filed with the Securities and Exchange Commission on February 11, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Asheville, State of North
Carolina, on February 7, 2001.
WESTSTAR FINANCIAL SERVICES CORPORATION
By: /s/ G. Gordon Greenwood
-------------------------------------
G. Gordon Greenwood
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below on February 7, 2001 by the following persons in
the capacities indicated.
/s/ G. Gordon Greenwood
- --------------------------------------
G. Gordon Greenwood
President and Chief Executive Officer
/s/ Randall C. Hall
- -------------------------
Randall C. Hall
Executive Vice President
/s/ William E. Anderson*
- ------------------------
William E. Anderson
Director
/s/ Max O. Cogburn, Sr.*
- ------------------------
Max O. Cogburn, Sr.
Director
/s/ M. David Cogburn, Jr., M.D.*
- --------------------------------
M. David Cogburn, Jr., M.D.
Director
/s/ Darryl J. Hart*
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Darryl J. Hart
Director
/s/ Carol L. King*
- ------------------
Carol L. King
Director
/s/ Stephen L. Pignatiello*
- ---------------------------
Stephen L. Pignatiello
Director
/s/ Kent W. Salisbury, M.D.*
- ----------------------------
Kent W. Salisbury, M.D.
Director
/s/ Laura A. Webb*
- ------------------
Laura A. Webb
Director
/s/ David N. Wilcox*
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David N. Wilcox
Director
* /s/ G. Gordon Greenwood
-----------------------
By G. Gordon Greenwood
Attorney-in-Fact