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): December 20, 2005
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 Definitive Material Agreement.
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On December 20, 2005 the Boards of Directors of Fidelity Bankshares, Inc.
and its wholly owned subsidiary, Fidelity Federal Bank & Trust (the "Bank," and
collectively with Fidelity Bankshares, Inc., the "Company"), amended the Bank's
Supplemental Executive Retirement Plan, Retirement Plan for Directors and 2005
Long-Term Deferred Compensation Plan, and the Company amended its existing
Executive Agreements with Brian C. Mahoney, Debra K. Schiavone, Flora R.
Schmidt, Joseph B. Shearouse, III, Kenneth B. Stone, and Daniel F. Turk, in
response to the new requirements under Section 409A of the Internal Revenue Code
of 1986, as amended (the "Code"). The amended and restated Supplemental
Executive Retirement Plan and the amended agreements are attached as exhibits to
this filing. Pursuant to Note 2 of Item 601(b)(10) of Regulation S-K, the
amended Retirement Plan for Directors and 2005 Long-Term Deferred Compensation
Plan will be filed as exhibits to the Company's Annual Report on Form 10-K.
Also on December 20, 2005 the Company and the Bank each amended their
existing employment agreement with president and chief executive officer Vince
A. Elhilow and their existing change in control agreements with Richard D.
Aldred, Joseph C. Bova, Christopher H. Cook and Robert L. Fugate. The agreements
also were amended in response to the new requirements under Section 409A of the
Code. Under the amended agreements and as permitted by the proposed regulations
under Section 409A of the Code, the executives shall be entitled to severance
payments upon the occurrence of a change in control of the Company, as defined
in the agreement. The amended employment agreements and change in control
agreements are attached as exhibits to this filing.
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 Exhibits are attached as part of this report:
10.1 Supplemental Executive Retirement Plan
10.2 Company employment agreement with Vince A. Elhilow
10.3 Bank employment agreement with Vince A. Elhilow
10.4 Company Change in Control Agreement with Richard D. Aldred
10.5 Bank Change in Control Agreement with Richard D. Aldred
10.6 Company Change in Control Agreement with Joseph C. Bova
10.7 Bank Change in Control Agreement with Joseph C. Bova
10.8 Company Change in Control Agreement with Christopher H. Cook
10.9 Bank Change in Control Agreement with Christopher H. Cook
10.10 Company Change in Control Agreement with Robert L. Fugate
10.11 Bank Change in Control Agreement with Robert L. Fugate
10.12 Company Executive Agreement with Brian C. Mahoney
10.13 Company Executive Agreement with Debra K. Schiavone
10.14 Company Executive Agreement with Flora R. Schmidt
10.15 Company Executive Agreement with Joseph B. Shearouse, III
10.16 Company Executive Agreement with Kenneth B. Stone
10.17 Company Executive Agreement with Daniel F. Turk
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: December 27, 2005 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
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10.1 Supplemental Executive Retirement Plan
10.2 Company employment agreement with Vince A. Elhilow
10.3 Bank employment agreement with Vince A. Elhilow
10.4 Company Change in Control Agreement with Richard D. Aldred
10.5 Bank Change in Control Agreement with Richard D. Aldred
10.6 Company Change in Control Agreement with Joseph C. Bova
10.7 Bank Change in Control Agreement with Joseph C. Bova
10.8 Company Change in Control Agreement with Christopher H. Cook
10.9 Bank Change in Control Agreement with Christopher H. Cook
10.10 Company Change in Control Agreement with Robert L. Fugate
10.11 Bank Change in Control Agreement with Robert L. Fugate
10.12 Company Executive Agreement with Brian C. Mahoney
10.13 Company Executive Agreement with Debra K. Schiavone
10.14 Company Executive Agreement with Flora R. Schmidt
10.15 Company Executive Agreement with Joseph B. Shearouse, III
10.16 Company Executive Agreement with Kenneth B. Stone
10.17 Company Executive Agreement with Daniel F. Turk