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): January 27, 2006
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 January 27, 2006, the Benefits Committee of the Board of Directors of
Fidelity Bankshares, Inc. (the "Company") amended the Company's 2002 Incentive
Stock Benefit Plan (the "Plan") to eliminate the right to receive a replacement
option upon exercise of a previously granted option. The replacement option
exercise price is equal to the fair market value of the underlying security on
the date the prior option is exercised. The replacement option is referred to in
the Plan as a "reload option." The Board determined to adopt these amendments in
order to reduce the impact of the adoption of Statement of Financial Accounting
Standards No. 123(R), "Share Based Payments," on future compensation expense
relating to the granting of reload options under the Plan.
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. None.
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: January 31, 2006 By: /s/ Vince A. Elhilow
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Vince A. Elhilow
Chairman of the Board, President and
Chief Executive Officer