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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PARK MERIDIAN FINANCIAL CORPORATION
(Exact name of registrant, as specified in its charter)
NORTH CAROLINA 56-2196075
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
6826 MORRISON BOULEVARD
CHARLOTTE, NORTH CAROLINA 28211
(704) 366-7275
(Address of principal executive officers)
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PARK MERIDIAN BANK PARK MERIDIAN BANK AMENDED AND RESTATED
EMPLOYEE STOCK OPTION PLAN STOCK OPTION PLAN FOR EMPLOYMENT AND STOCK
(Full title of the plan) NON-EMPLOYEE DIRECTORS OPTION AGREEMENT DATED
(Full title of the plan) AS OF JANUARY 1, 1998,
BETWEEN
KEVIN T. KENNELLY AND
PARK MERIDIAN BANK
(Full title of the plan)
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KEVIN T. KENNELLY
P.O. Box 11816
Charlotte, North Carolina 28220
(Name and address of agent for service)
(704) 366-7275
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per unit price fee
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Common Stock, 442,657 shs. $11.00 (1) $4,869,227 (1) $1,285.48
$.01 par value
(including options
under the foregoing
stock option plans)
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(1) In accordance with Rule 457(h)(1) of Regulation C, the price for the
shares is computed on the basis of the average high and low prices for
per share of the Common Stock on August 3, 2000 as reported on the
NASDAQ Over-the-counter Trading System.
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PART II INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Preliminary Note
Park Meridian Financial Corporation (the "registrant") is a recently
organized corporation formed for the purpose of effecting a holding company
reorganization of Park Meridian Bank, a North Carolina banking association (the
"Bank"), pursuant to a statutory share exchange which was completed on August 4,
2000. Pursuant to the share exchange, the registrant assumed the obligations of
the Bank under all existing stock options and option plans of the Bank
outstanding at the time of the share exchange and such options became
exercisable to acquire shares of the registrant's common stock. Prior to the
share exchange, the Bank's common stock was registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended. As a result of the share
exchange, the registrant's common stock is deemed registered under Section 12(g)
of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a)
thereunder.
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
registration statement:
(a) The Bank's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999;
(b) The Bank's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2000;
(c) The registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 7, 2000; and
(d) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of its latest
fiscal year.
All documents subsequently filed by the registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment indicating that all securities offered by this
registration statement have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into the
registration statement and to be part thereof from the date of filing of such
documents.
Item 4. Description of Securities.
General. The common stock of the registrant has a par value of $.01 per
share. Each share of the registrant's common stock has the same relative rights
as, and is identical in all respects to, each other share of the registrant's
common stock.
Dividend Rights. Holders of shares of the registrant's common stock
will be entitled to receive such cash dividends as the board of directors of the
registrant may declare out of legally available funds. However, the payment of
dividends by the registrant will be subject to the restrictions of North
Carolina law applicable to the declaration of dividends by a business
corporation. Under such provisions, cash dividends may not be paid if a
corporation will not be
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able to pay its debts as they become due in the usual course of business after
making such cash dividend distribution or the corporation's total assets would
be less than the sum of its total liabilities plus the amount that would be
needed to satisfy certain liquidation preferential rights.
Voting Rights. Each share of the registrant's common stock entitles the
holder thereof to one vote on all matters upon which shareholders have the right
to vote. The board of directors of the registrant is classified so that
approximately one-third of the directors will be elected each year. Shareholders
of the registrant are not entitled to cumulate their votes for the election of
directors.
Liquidation Rights. In the event of any liquidation, dissolution or
winding up of the registrant, the holders of shares of the registrant's common
stock will be entitled to receive, after payment of all debts and liabilities of
the registrant, all remaining assets of the registrant available for
distribution in cash or in kind.
Preemptive Rights; Redemption. Holders of shares of the registrant's
common stock are not entitled to preemptive rights with respect to any shares
that may be issued. The registrant's common stock is not subject to any
redemption rights.
Classification of the Board of Directors. The registrant's Articles of
Incorporation provide that the board of directors of the registrant shall be
divided into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible. Each director generally serves for a term
ending on the date of the third annual meeting of shareholders following the
annual meeting at which the director was elected. However, to establish
staggered terms for the board of directors of the registrant, the initial
directors of the registrant in Class I shall serve for a term ending on the date
of the next annual meeting of shareholders of the registrant, and the initial
directors in Class II shall serve for a term ending on the second annual meeting
of shareholders of the registrant following the date hereof. Due to the
classified boards, approximately one-third of the members of the board of
directors of the registrant will be elected each year, and two annual meetings
will be required for the registrant's shareholders to change a majority of the
members constituting the board of directors of the registrant.
Removal of Directors; Filling Vacancies. The registrant's articles of
incorporation provide that shareholders may remove one or more of the directors
with or without cause if the number of votes to remove the director exceeds the
number of votes against removal. If a director is elected by a voting group of
shareholders, than only the shareholders in that voting group can participate in
the vote to remove the director. A director may not be removed by the
shareholders at a meeting unless the notice of meeting states that the purpose,
or one of the purposes, of the meeting is removal of the director. Vacancies
occurring in the board of directors of the registrant may be filled by the first
to act of the shareholders or a majority of the remaining directors, even though
the number of remaining directors is less than a quorum. If the vacant office
was held by a director elected by a voting group of shareholders, then only the
remaining director or directors elected by that voting group of the shareholders
of that voting group are entitled to fill the vacancy.
Amendment of Bylaws. Except as otherwise provided by the North Carolina
law, the board of directors can amend or repeal the bylaws. However, a bylaw
adopted, amended or repealed by the shareholders may not be readopted, amended
or repealed by the board of
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directors unless the articles of incorporation or a bylaw adopted by the
shareholders authorizes the board to adopt, amend or repeal that particular
bylaw or the bylaws generally.
Special Meetings of Shareholders. The registrant's bylaws provide that
special meetings of shareholders may be called only by the President or
Secretary of the registrant or by its board of directors.
North Carolina Shareholders Protection Act and North Carolina Control
Share Acquisition Act. The articles of incorporation of the registrant provide
that the provisions of the North Carolina Corporation Law entitled the North
Carolina Protection Act and the North Carolina Control Share Acquisition Act
shall not apply to the registrant.
Transfer Agent And Registrar. The transfer agent and registrar for the
registrant's common stock is First Union National Bank in Charlotte, North
Carolina.
Item 6. Indemnification of Directors and Officers.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The registrant's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act 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 or is 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) or reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, employee or agent
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interests of the corporation or (2) that in all other cases his conduct was not
opposed to the corporation's best interests, 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 of the Business Corporation Act. 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 a director was
adjudged liable to the
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corporation or in connection with any other proceeding in which a director was
adjudged liable on the basis of having received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on, the indemnification described above under the statutory scheme, Section
55-8-57 of the Business Corporation Act permits a corporation to indemnify, or
agree to indemnify, any of its directors, officers, employees or agents against
liability and expenses (including counsel 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.
Because the registrant's bylaws provide for indemnification to the
fullest extent permitted under the Business Corporation Act, the registrant may
indemnify its directors, officers, employees and agents in accordance with
either the statutory or nonstatutory standard. Sections 55-8-52 and 55-8-56 of
the Business Corporation Act 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, or was threatened to be, made a party
because he is or was a director or officer of the corporation. 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 of the Business
Corporation Act.
Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to 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 a person, whether or
not the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The registrant has purchased and maintains such
insurance.
Item 8. Exhibits.
Exhibit Number Description
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4.1 Articles of Incorporation of the Park Meridian Financial
Corporation (incorporated by reference to Exhibit 3.1 of the
registrant's Current Report on Form 8-K dated August 7, 2000)
4.2 Bylaws of Park Meridian Financial Corporation (incorporated by
reference to Exhibit 3.2 of the registrant's Current Report on
Form 8-K dated August 7, 2000)
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained In
Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney of Kevin T. Kennelly, dated May 25, 2000
24.2 Power of Attorney of Joseph M. Dodson, dated May 25, 2000
24.3 Power of Attorney of Henry A. Harkey, dated May 25, 2000
24.4 Power of Attorney of Larry W. Carroll, dated May 25, 2000
24.5 Power of Attorney of Robert F. Gilley, dated May 25, 2000
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Exhibit Number Description
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24.6 Power of Attorney of Averill C. Harkey, dated May 25, 2000
24.7 Power of Attorney of Steven W. Luquire, dated May 25, 2000
24.8 Power of Attorney of James L. Montag, dated May 25, 2000
24.9 Power of Attorney of James L. Moore, Jr., dated May 25, 2000
24.10 Power of Attorney of William O. Musgrave, dated May 25, 2000
24.11 Power of Attorney of Robert M. Pittenger, dated May 25, 2000
24.12 Power of Attorney of J. Ralph Squires, dated May 25, 2000
24.13 Power of Attorney of Victoria S. Sutton, dated May 25, 2000
24.14 Power of Attorney of C. Rex Welton, dated May 25, 2000
Item 9. Undertakings.
The registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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;
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment to this 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;
(3) The registrant shall remove from registration by means of a
post-effective amendment any of the securities being registered that remain
unsold at the termination of the offering;
(4) 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 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 this 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; and
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in such 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the registrant certifies
that it has reasonable grounds to believe it meets all 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
Charlotte, State of North Carolina on August 7, 2000.
PARK MERIDIAN FINANCIAL CORPORATION
By: /s/ Kevin T. Kennelly
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Kevin T. Kennelly, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Kevin T. Kennelly President and Director August 7, 2000
- ------------------------------ (Principal Executive Officer)
Kevin T. Kennelly
/s/ Joseph M. Dodson Assistant Vice President, August 7, 2000
- ------------------------------ Treasurer and Controller
Joseph M. Dodson (Principal Financial Officer and
Principal Accounting Officer)
/s/ Henry A. Harkey* Chairman of the Board of August 7, 2000
- ------------------------------ Directors
Henry A. Harkey
/s/ Larry W. Carroll* Director August 7, 2000
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Larry W. Carroll
/s/ Robert F. Gilley* Director August 7, 2000
- ------------------------------
Robert F. Gilley
/s/ Averill C. Harkey* Director August 7, 2000
- ------------------------------
Averill C. Harkey
/s/ Steven W. Luquire* Director August 7, 2000
- ------------------------------
Steven W. Luquire
/s/ James L. Montag* Director August 7, 2000
- ------------------------------
James L. Montag
/s/ James L. Moore, Jr.* Director August 7, 2000
- ------------------------------
James L. Moore, Jr.
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SIGNATURE TITLE DATE
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/s/ William O. Musgrave* Director August 7, 2000
- ------------------------------
William O. Musgrave
/s/ Robert M. Pittenger* Director August 7, 2000
- ------------------------------
Robert M. Pittenger
/s/ J. Ralph Squires* Director August 7, 2000
- ------------------------------
J. Ralph Squires
/s/ Victoria S. Sutton* Director August 7, 2000
- ------------------------------
Victoria S. Sutton
/s/ C. Rex Welton* Director August 7, 2000
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C. Rex Welton
*By: /s/ Kevin T. Kennelly
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(Kevin T. Kennelly)
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EXHIBIT INDEX
Exhibit Number Description
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4.1 Articles of Incorporation of the Park Meridian Financial
Corporation (incorporated by reference to Exhibit 3.1 of the
registrant's Current Report on Form 8-K dated August 7, 2000)
4.2 Bylaws of Park Meridian Financial Corporation (incorporated by
reference to Exhibit 3.2 of the registrant's Current Report on
Form 8-K dated August 7, 2000)
5 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained In
Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney of Kevin T. Kennelly, dated May 25, 2000
24.2 Power of Attorney of Joseph M. Dodson, dated May 25, 2000
24.3 Power of Attorney of Henry A. Harkey, dated May 25, 2000
24.4 Power of Attorney of Larry W. Carroll, dated May 25, 2000
24.5 Power of Attorney of Robert F. Gilley, dated May 25, 2000
24.6 Power of Attorney of Averill C. Harkey, dated May 25, 2000
24.7 Power of Attorney of Steven W. Luquire, dated May 25, 2000
24.8 Power of Attorney of James L. Montag, dated May 25, 2000
24.9 Power of Attorney of James L. Moore, Jr., dated May 25, 2000
24.10 Power of Attorney of William O. Musgrave, dated May 25, 2000
24.11 Power of Attorney of Robert M. Pittenger, dated May 25, 2000
24.12 Power of Attorney of J. Ralph Squires, dated May 25, 2000
24.13 Power of Attorney of Victoria S. Sutton, dated May 25, 2000
24.14 Power of Attorney of C. Rex Welton, dated May 25, 2000