As filed with the Securities and Exchange Commission on June 24, 2002
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESTSTAR FINANCIAL SERVICES CORPORATION
____________________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA 56-2181423
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
79 Woodfin Place
Asheville, North Carolina 28801
(828) 252-1735
______________________________________________________________
(Address, including ZIP Code, and telephone number, including area code,
of registrant's principal executive offices)
Weststar Financial Services Corporation 2001 Incentive Stock Option Plan
Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
_______________________________________________________________________________
(Full title of the plans)
G. GORDON GREENWOOD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WESTSTAR FINANCIAL SERVICES CORPORATION
79 WOODFIN PLACE
ASHEVILLE, NORTH CAROLINA 28801
(828) 252-1735
__________________________________________________
(Name and address of agent for service)
WITH COPIES TO:
ANTHONY GAETA, JR. , ESQ.
TODD H. EVESON, ESQ.
GAETA & GLESENER, P.A.
808 SALEM WOODS DRIVE, SUITE 201
RALEIGH, NORTH CAROLINA 27615
(919) 845-2558
CALCULATION OF REGISTRATION FEE (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Proposed Maximum Proposed
Title of Securities Amount to be Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee (1)
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Common Stock 139,370 $7.77 $1,082,904.90 $99.63
$1.00 Par Value
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
(1) The shares of Common Stock are being offered to eligible employees and
directors of Registrant and its direct and indirect subsidiaries pursuant
to options granted to them in accordance with the terms of the Weststar
Financial Services Corporation 2001 Incentive Stock Option Plan and the
Weststar Financial Services Corporation 2001 Nonstatutory Stock Option Plan
(the "Plans") adopted by Registrant. 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 Plans and an
Offering Price equal to the price at which the shares may be purchased
pursuant to the Plans upon the exercise of the options.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Explanatory Note
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I (Items 1 and 2) of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plans as
required by Rule 428(b) under the Securities Act of 1933 ("Securities Act").
Such documents are not being filed with the Commission as part of this
Registration Statement or prospectuses or prospectus supplements pursuant to
Rule 424.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Registrant with the Commission under the
Securities Act are incorporated herein by reference: (i) Registrant's
Registration Statement on Form S-4 filed under the Securities Act on February
11, 2000 (Registration No. 333-30200);
In addition, all documents subsequently filed with the Commission by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") after the date hereof 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.
2
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 as 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 a part of the Registration Statement.
Exhibit Number Description
-------------- -----------
4 Specimen of Registrant's Common Stock certificate
(incorporated by reference to Registration Statement on
Form S-4; Registration No. 333-30200).
5 Opinion of Gaeta & Glesener, P.A. as to the legality of
the securities being registered (filed herewith).
23.1 Consent of Deloitte & Touche LLP (filed herewith).
23.2 Consent of Gaeta & Glesener, P.A. (contained in his
opinion filed herewith as Exhibit 5).
3
Exhibit Number Description
-------------- -----------
24 Power of Attorney (filed herewith).
99.1 Copy of Registrant's 2001 Incentive Stock Option Plan and
2001 Nonstatutory Stock Option Plan (incorporated herein
by reference to Registrant's report on Form 10-KSB, filed
with the Securities and Exchange Commission on March 22,
2002).
99.2 Copy of Registrant's 2001 Nonstatutory Stock Option Plan
(incorporated herein by reference to Registrant's report
on Form 10-KSB, filed with the Securities and Exchange
Commission on March 22, 2002)
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.
(1) 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 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 and 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 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.
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(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.
5
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 Asheville, State of North Carolina on June 24, 2002.
WESTSTAR FINANCIAL SERVICES CORPORATION
By: /s/ G. Gordon Greenwood
-------------------------------------
G. Gordon Greenwood
President and Chief Executive Officer
6
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 CAPACITY
- --------- --------
/s/ Gordon Greenwood President, Chief Executive Officer,
- --------------------------- and Director
G. Gordon Greenwood
/s/ Randall C. Hall Chief Financial Officer
- ---------------------------
Randall C. Hall*
/s/ W. Edward Anderson Director
- ---------------------------
W. Edward Anderson*
/s/ M. David Cogburn Director
- ---------------------------
M. David Cogburn, M.D.*
/s/ Max O. Cogburn, Sr. Director
- ---------------------------
Max O. Cogburn, Sr.*
/s/ Daryl J. Hart Director
- ---------------------------
Daryl J. Hart*
/s/ Carol L King Director
- ---------------------------
Carol L. King*
/s/ Stephen L. Pignatiello Director
- ---------------------------
Stephen L. Pignatiello*
/s/ Kent W. Salisbury Director
- ---------------------------
Kent W. Salisbury, M.D.*
/s/ Laura A. Webb Director
- ---------------------------
Laura A. Webb*
/s/ David N. Wilcox Director
- ---------------------------
David N. Wilcox*
* By: /s/ G. Gordon Greenwood
Attorney-in-fact
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EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4 Specimen of Registrant's Common Stock Incorporated by reference
5 Opinion of Gaeta & Glesener, P.A. as to the legality
of the securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Gaeta & Glesener, P.A. Included in Exhibit 5
24 Power of Attorney
99.1 Copy of Weststar Financial Services Corporation 2001 Incorporated by reference
Incentive Stock Option Plan and 2001 Nonstatutory
Stock Option Plan
99.2 Copy of Weststar Financial Services Corporation 2001 Incorporated by reference
Nonstatutory Stock Option Plan
8