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As filed with the Securities and Exchange
Commission on November 19, 1997 Registration No. 333-27021
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ON
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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LSB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1348147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One LSB Plaza, Lexington, North Carolina 27292
(Address of principal executive offices)
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PIEDMONT BANCSHARES CORPORATION
STOCK OPTION PLAN
AS ASSUMED BY LSB BANCSHARES, INC.
OLD NORTH STATE BANK 1990 INCENTIVE STOCK OPTION
PLAN (AS AMENDED BY THE AMENDMENT TO 1990 INCENTIVE
STOCK OPTION PLAN)
AS ASSUMED BY LSB BANCSHARES, INC.
(Full title of the Plans)
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Robert F. Lowe
President and Chief Executive Officer
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
(910) 248-6500
(Name, address, and telephone number of agent for service)
With a copy to:
David E. Johnston, Esq.
Hunton & Williams
One NationsBank Plaza, Suite 2650
101 South Tryon Street
Charlotte, North Carolina 28280
(704) 378-4700
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
This Registration Statement relates to the registration of 81,226
shares of the common stock, $5.00 par value per share (the "Common Stock") of
LSB Bancshares, Inc. (the "Registrant") reserved for issuance under the Piedmont
Bancshares Corporation Stock Option Plan as assumed by the Registrant (61,999
shares) and the Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Option Plan) as assumed by the
Registrant (19,227 shares) (collectively the "Plans"). Such shares of the
Registrant's Common Stock were originally registered as part of the Registrant's
Form S-4 Registration Statement (No. 333-27021). This Registration Statement on
Form S-8 shall serve as Post-Effective Amendment No. 1 to such Form S-4
Registration Statement of Registrant. This Registration Statement also relates
to an indeterminate number of additional shares that may be necessary to adjust
the number of shares reserved for issuance pursuant to the Plans as a result of
a reclassification, reorganization, recapitalization, stock split, stock
dividend, or similar occurrence that makes an adjustment of shares just and
appropriate. Documents containing the information described in Part I of Form
S-8 will be sent or given to participants under the Plans as required by Rule
428(b)(1).
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
(e) The Registrant's Current Report on Form 8-K dated March 14,
1997.
(f) The Registrant's Current Report on Form 8-K dated August 25,
1997, as amended by Form 8-K/A filed on October 27, 1997.
(g) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A dated
April 29, 1988 (as amended by Amendment No. 1 on Form 8, dated
October 30, 1991), and any other amendment or report filed for
the purpose of updating such description.
Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against
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liability incurred in the proceeding if (i) he conducted himself in good faith;
and (ii) he reasonably believed (a) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests, and
(b) in all other cases, that his conduct was at least not opposed to its best
interests; and (iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. Moreover, unless limited
by its articles of incorporation, a corporation must indemnify a director who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding. Expenses incurred by a director in defending a proceeding may be
paid by the corporation in advance of the final disposition of such proceeding
as authorized by the board of directors in the specific case or as authorized or
required under any provision in the articles of incorporation or bylaws or by
any applicable resolution or contact upon receipt of an undertaking by or on
behalf of a director to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation against such
expenses. A director may also apply for court-ordered indemnification under
certain circumstances.
Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director, (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director, and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the statutes further provide that a corporation may, in its
articles of incorporation or bylaws, or by contract or resolution, indemnify or
agree to indemnify any one of its directors, officers, employees, or agents
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or on behalf of the corporation itself) arising out of
their status as such or their activities in any of the foregoing capacities;
provided, however, that a corporation may not indemnify or agree to indemnify a
person against liability or expenses he may incur on account of his activities
which were at the time taken known or believed by him to be clearly in conflict
with the best interests of the corporation. A corporation may likewise and to
the same extent indemnify or agree to indemnify any person who, at the request
of the corporation, is or was serving as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or as a trustee or administrator under
an employee benefit plan. Any such provision for indemnification may also
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification and may further include provisions establishing reasonable
procedures for determining and enforcing the rights granted therein.
As permitted by North Carolina statutory provisions, Article 8 of the
bylaws of the Registrant provides as follows:
Section 1. Indemnification Provisions. Any person who at any
time serves or has served as a director or officer of the corporation
or of any wholly owned subsidiary of the corporation, or in such
capacity at the request of the corporation for any other foreign or
domestic corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under any employee benefit
plan of the corporation or of any wholly owned subsidiary thereof (a
"Claimant"), shall have the right to be indemnified and held harmless
by the corporation to the fullest extent from time to time permitted by
law against all liabilities and litigation expenses (as hereinafter
defined) in the event a claim shall be made or threatened against that
person in, or that person is made or threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether
or not brought by or on behalf of the corporation, including all
appeals therefrom (a "proceeding"), arising out of that person's status
as such or that person's activities in any such capacity; provided,
that such indemnification shall not be effective with respect to (a)
that portion of any liabilities or litigation expenses with respect to
which the Claimant is entitled to receive payment under any insurance
policy or (b) any liabilities or litigation expenses incurred on
account of any of the Claimant's activities which at the time taken
known or believed by the Claimant to be clearly in conflict with the
best interests of the corporation.
Section 2. Definitions. As used in this Article, (a)
"liabilities" shall include, without limitation, (1) payments in
satisfaction of any judgment, money decree, excise tax, fine or penalty
for which Claimant had become liable in any proceeding and (2) payments
in settlement of any such proceeding subject, however, to Section 3 of
this Article; (b) "litigation expenses" shall include, without
limitation, (1) reasonable costs and expenses and attorneys' fees and
expenses actually incurred by the Claimant in connection with any
proceeding and (2) reasonable costs and expenses and attorneys' fees
and expenses in
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connection with the enforcement of rights to the indemnification
granted hereby or by applicable law, if such enforcement is successful
in whole or in part; and (c) "disinterested directors" shall mean
directors who are not party to the proceeding in question.
Section 3. Settlements. The corporation shall not be liable to
indemnify the Claimant for any amounts paid in settlement of any
proceeding effected without the corporation's written consent. The
corporation will not unreasonably withhold its consent to any proposed
settlement.
Section 4. Litigation Expense Advances.
(a) Except as provided in subsection (b) below, any litigation
expenses shall be advanced to any Claimant within 30 days of receipt
by the secretary of the corporation of a demand therefor, together
with an undertaking by or on behalf of the Claimant to repay to the
corporation such amount unless it is ultimately determined that
Claimant is entitled to be indemnified by the corporation against such
expenses. The secretary shall promptly forward notice of the demand
and undertaking immediately to all directors of the corporation.
(b) Within 10 days after mailing of notice to the directors
pursuant to subsection (a) above, any disinterested director may, if
desired, call a meeting of all disinterested directors to review the
reasonableness of the expenses so requested. No advance shall be made
if a majority of the disinterested directors affirmatively determines
that the item of expense is unreasonable in amount; but if the
disinterested directors determine that a portion of the expense item
is reasonable, the corporation shall advance such portion.
Section 5. Approval of Indemnification Payments. Except as
provided in Section 4 of this Article, the board of directors of the
corporation shall take all such action as may be necessary and
appropriate to authorize the corporation to pay the indemnification
required by Section 1 of this Article, including, without limitation,
making a good faith evaluation of the manner in which the Claimant
acted and of the reasonable amount of indemnity due the Claimant. In
taking any such action, any Claimant who is a director of the
corporation shall not be entitled to vote on any matter concerning
such Claimant's right to indemnification.
Section 6. Suits by Claimant. No Claimant shall be entitled to
bring suit against the corporation to enforce his rights under this
Article until sixty days after a written claim has been received by
the corporation, together with any undertaking to repay as required
by Section 4 of this Article. It shall be a defense to any such
action that the Claimant's liabilities or litigation expenses were
incurred on account of activities described in clause (b) of Section
1, but the burden of proving this defense shall be on the
corporation. Neither the failure of the corporation to have made a
determination prior to the commencement of the action to the effect
that indemnification of the Claimant is proper in the circumstances,
nor an actual determination by the corporation that the Claimant had
not met the standard of conduct described in clause (b) of Section 1,
shall be a defense to the action or create a presumption that the
Claimant has not met the applicable standard of conduct.
Section 7. Consideration; Personal Representatives and Other
Remedies. Any person who during such time as this Article or
corresponding provisions of predecessor bylaws is or has been in
effect serves or has served in any of the aforesaid capacities for or
on behalf of the corporation shall be deemed to be doing so or to
have done so in reliance upon, and as consideration for, the right of
indemnification provided herein or therein. The right of
indemnification provided herein or therein shall inure to the benefit
of the legal representatives of any person who qualifies or would
qualify as a Claimant hereunder, and the right shall not be exclusive
of any other rights to which the person or legal representative may
be entitled apart from this Article.
Section 8. Scope of Indemnification Rights. The rights granted
herein shall not be limited by the provisions of Section 55-8-51 of
the General Statutes of North Carolina or any successor statute.
The indemnification provisions in the bylaws may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act").
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As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become legally obligated to pay as a result of any negligent act,
error, or omission committed by directors or officers while acting in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 Piedmont Bancshares Corporation Stock Option Plan as assumed
by Registrant
4.4 Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Plan) as
assumed by Registrant
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
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 1933 Act;
(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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any
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deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 or Form F-3; and
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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 the 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 that remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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
a that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
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 Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 1933 Act and will be governed by the final adjudication of such
issue.
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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 Lexington, State of North Carolina, on the 17th day
of November, 1997.
LSB BANCSHARES, INC.
By: /s/ Robert F. Lowe
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Robert F. Lowe
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Monty J. Oliver, Secretary, Treasurer and Chief
Financial Officer of the Registrant and Robert F. Lowe, Chairman of the Board,
President and Chief Executive Officer of the Registrant, each with full power of
substitution, each as attorney-in-fact to execute in their respective names on
their behalf individually, and in each capacity stated below, the Registration
Statement and one or more amendments (including post-effective amendments) to
the Registration Statement as the attorney-in-fact and to file any such
Registration Statement and any amendment to the Registration Statement with the
Securities and Exchange Commission.
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
- --------- ----- ----
/s/ Margaret Lee W. Crowell Director November 17, 1997
- ------------------------------
Margaret Lee W. Crowell
/s/ Robert F. Lowe Chairman of the Board, November 17, 1997
- ------------------------------ President and
Robert F. Lowe Chief Executive Officer
Director November __, 1997
- ------------------------------
Roberts E. Timberlake
/s/ Julius S. Young, Jr. Director November 17, 1997
- ------------------------------
Julius S. Young, Jr.
/s/ Leonard H. Beck Director November 17, 1997
- ------------------------------
Leonard H. Beck
/s/ Samuel R. Harris Director November 17, 1997
- ------------------------------
Samuel R. Harris
/s/ David A. Smith Director November 17, 1997
- ------------------------------
David A. Smith
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SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Burr W. Sullivan Director November 17, 1997
- ------------------------------
Burr W. Sullivan
Director November __, 1997
- ------------------------------
Michael S. Albert
/s/ Peggy B. Barnhardt Director November 17, 1997
- ------------------------------
Peggy B. Barnhardt
/s/ Walter A. Hill Director November 17, 1997
- ------------------------------
Walter A. Hill
/s/ Robert B. Smith, Jr. Director November 17, 1997
- ------------------------------
Robert B. Smith, Jr.
/s/ Marvin D. Gentry Director November 17, 1997
- ------------------------------
Marvin D. Gentry
/s/ Lloyd G. Walter, Jr. Director November 17, 1997
- ------------------------------
Lloyd G. Walter, Jr.
/s/ Monty J. Oliver Secretary and Treasurer, November 17, 1997
- ------------------------------ Chief Financial Officer
Monty J. Oliver (Chief Accounting Officer)
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 Piedmont Bancshares Corporation Stock Option Plan as assumed
by Registrant
4.4 Old North State Bank 1990 Incentive Stock Option Plan (as
amended by the Amendment to 1990 Incentive Stock Plan) as
assumed by Registrant
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)