UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 21, 2004
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FIDELITY BANKSHARES, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-29040 65-0717085
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
205 Datura Street, West Palm Beach, Florida 33401
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (561) 803-9900
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Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
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On September 21, 2004, Fidelity Bankshares, Inc. (NASDAQ: FFFL) and First
Community Bancorp, Inc. entered into a definitive Merger Agreement under which
First Community Bancorp, Inc. will merge into Fidelity Bankshares, Inc. Under
the terms of the Agreement, each share of First Community Bancorp stock shall
become and be converted into the right to receive $14.75 in cash and 0.3937
shares of Fidelity Bankshares. The aggregate merger consideration is
approximately 350,000 shares of Fidelity Bankshares common stock and
approximately $14.0 million in cash. The transaction is valued at approximately
$27.1 million.
A copy of the Merger Agreement is filed as exhibit 2.1 and a press release
announcing that the parties entered into the Merger Agreement is filed as
exhibit 99.1 to this report.
Item 8.01 Other Events
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On September 22, 2004, Fidelity Bankshares, Inc. conducted an investor
presentation to stockholders. A copy of the presentation is available via the
internet at www.fidfedonline.com.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibit is attached as part of this report:
2.1 Agreement and Plan of Merger By and Between Fidelity Bankshares, Inc.
and First Community Bancorp, Inc. dated September 21, 2004
99.1 Press release dated September 22, 2004, announcing that Fidelity
Bankshares, Inc. and First Community Bancorp, Inc. entered into the
Merger Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
FIDELITY BANKSHARES, INC.
DATE: September 22, 2004 By:/s/ Vince A. Elhilow
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Vince A. Elhilow
Chairman of the Board, President
and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger By and between Fidelity Bankshares, Inc.
and First Community Bancorp, Inc. dated September 21, 2004
99.2 Press release dated September 22, 2004, announcing the entering into
the Merger Agreement