As filed with the Securities and Exchange Commission on April 4, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED CAROLINA
BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-0954530
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 682
127 West Webster Street
Whiteville, North Carolina 28472
(Address of principal executive offices, including Zip Code)
1993 Nonstatutory Stock Option Plan for Directors
(Full title of the plan)
HOWARD V. HUDSON, JR., Esq.
United Carolina Bancshares Corporation
Post Office Box 632
127 West Webster Street
Whiteville, North Carolina 28472
(910) 642-5131
(Name, address and telephone number of agent for service)
Copy to:
WILLIAM R. LATHAN, JR., Esq.
Ward and Smith, P.A.
1001 College Court
Post Office Box 867
New Bern, North Carolina 28560
(919) 633-1000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price (2) Fee (2)
Common Stock,
$4.00 par value 25,260 $7.3228 $184,974 $100
(1) This Registration Statement registers securities offered pursuant to
terms which provide for an adjustment in the number of securities being
offered to prevent dilution resulting from stock splits, stock
dividends or similar transactions and will be deemed to cover the
additional securities offered or issued in connection with any such
provision.
(2) Pursuant to Rule 457(h)(1), the registration fee has been calculated on
the basis of the weighted average price per share at which shares could
be purchased upon the exercise of options granted under the plan.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Registrant with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:
(i) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995;
(ii) Registrant's Current Report on Form 8-K dated January 25,
1996;
(iii) Description of Registrant's common stock contained in its
Registration Statement on Form 10, as amended by Registrant's subsequent reports
riled under the Exchange Act.
All documents subsequently filed with the Commission by 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 being offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Ward and Smith, P.A., New Bern, North Carolina has rendered an opinion as to
certain legal matters regarding the shares of Registrant's common stock to which
this Registration Statement relates. Certain members of that firm beneficially
own an aggregate of approximately 9,180 shares of Registrant's common stock.
Item 6. Indemnification of Directors and Officers
The North Carolina Business Corporation Act (the "NCBCA") provides for
indemnification by a corporation of its officers, directors, employees and
agents, and any person who is or was serving at the corporation's request as a
director, officer, employee or agent of another entity or enterprise or as a
trustee or administrator under an employee benefit plan, against liability and
expenses, including reasonable attorney's fees, 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.
Permissible Indemnification. Under the NCBCA, a corporation may, but is not
required to, indemnify or agree to indemnify any such person against liability
and expenses incurred in any such proceeding, provided such person conducted
himself or herself in good faith and (i) in the case of conduct in his or her
official corporate capacity, reasonably believed that his or her conduct was in
the corporation's best interests, and (ii) in all other cases, reasonably
believed that
his or her conduct was at least not opposed to the corporation's best interests;
and, in the case of a criminal proceeding, where he or she had no reasonable
cause to believe his or her conduct was unlawful. However, a corporation may not
indemnify such person either in connection with a proceeding by or in the right
of the corporation in which such person was adjudged liable to the corporation,
or in connection with any other proceeding charging improper personal benefit to
such person (whether or not involving action in an official capacity) in which
such person was adjudged liable on the basis that personal benefit was
improperly received.
Mandatory Indemnification. Unless limited by the corporation's charter, the
NCBCA requires a corporation to indemnify a director or officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any proceeding to which such person was a party because he or she is or was a
director or officer of the corporation against reasonable expenses incurred in
connection with the proceeding.
Advance for Expenses. Expenses incurred by a director, officer, employee or
agent of the corporation in defending a proceeding may be paid by the
corporation in advance of the final disposition of the proceeding as authorized
by the board of directors in the specific case, or as authorized by the charter
or bylaws or by any applicable resolution or contract, upon receipt of an
undertaking by or on behalf of such person to repay amounts advanced unless it
ultimately is determined that such person is entitled to be indemnified by the
corporation against such expenses.
Court-Ordered Indemnification. Unless otherwise provided in the corporation's
charter, a director or officer of the corporation who is a party to a proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court deems necessary, may order
indemnification if it determines either (i) that the director or officer is
entitled to mandatory indemnification as described above, in which case the
court also will order the corporation to pay the reasonable expenses incurred to
obtain the court-ordered indemnification, or (ii) that the director or officer
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such person met the requisite standard of conduct
or was adjudged liable to the corporation in connection with a proceeding by or
in the right of the corporation or on the basis that personal benefit was
improperly received in connection with any other proceeding so charging (but if
adjudged so liable, indemnification is limited to reasonable expenses incurred).
Voluntary Indemnification. In addition to and separate and apart from
"permissible" and "mandatory" indemnification described above, a corporation
may, by charter, bylaw, contract or resolution,m "indemnify or agree to
indemnify any one or more of its officers, directors, employees and 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.
However,
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the corporation may not indemnify or agree to indemnify a person against
liability or expenses he may incur on account of activities which were at the
time taken known or believed by such person to be clearly in conflict with the
best interests of the corporation. Any provision in a corporation's charter or
bylaws or in a contract or resolution may include provisions for recovery from
the corporation of reasonable costs, expenses and attorneys' fees in connection
with the enforcement of rights to indemnification granted therein and may
further include provisions establishing reasonable procedures for determining
and enforcing such rights.
Parties Entitled to Indemnification. The NCBCA defines "director" to include
ex-directors and the estate or personal representative of a director. Unless its
charter provides otherwise, a corporation may indemnify and advance expenses to
an officer, employee or agent of the corporation to the same extent as to a
director and also may indemnify and advance expenses to an officer, employee or
agent who is not a director to the extent, consistent with public policy, as may
be provided in its charter or bylaws, by general or specific action of its board
of directors, or by contract.
Indemnification by Registrant. Subject to such restrictions as are provided
by federal securities law, Registrant's Bylaws provide for indemnification of
its directors and officers to the fullest extent permitted by law and require
its Board of Directors to take all actions necessary and appropriate to
authorize such indemnification. In addition, Registrant currently maintain
directors' and officers' liability insurance.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated herein by reference
as part of this Registration Statement:
4 Specimen of Registrant's Common Stock certificate
(incorporated by reference from Registrant's 1988 Annual
Report on Form 10-K).
5 Opinion of Ward and Smith, P.A. as to the legality of the
securities being registered (filed herewith).
23(a) Consent of KPMG Peat Marwick LLP to incorporation by reference of
its report on Registrant's financial statements (filed herewith).
23(b) Consent of Ward and Smith, P.A. (contained in its opinion
filed herewith as Exhibit 5).
24 Power of Attorney.
99 Copy of 1993 Nonstatutory Stock Option Plan for Directors.
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Item 9. Undertakings
(a) Rule 415 Offering. 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 Securities Act of
1933;
(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;
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if 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 Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.
(2) That, for purposes of determining any liability under
the Securities Act of 1933, 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 that 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 which remain unsold at the termination of
the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned Registrant hereby undertakes that, 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 that is
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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 at that time shall be deemed to be the
initial bona fide offering thereof.
(h) Request for Acceleration of Effectiveness or Filing of Registration
Statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 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 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 Whiteville, State of North Carolina, on March 29 ,
1996.
UNITED CAROLINA BANCSHARES CORPORATION
(Registrant)
By: S/ Kenneth L. Miller
Kenneth L. Miller
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
S/ E. Rhone Sasser Chief Executive March 29 , 1996
- ------------------------- Officer (principal
E. Rhone Sasser executive officer)
S/ Ronald C. Monger Executive Vice March 29 , 1996
- ------------------------- President and Chief
Ronald C. Monger Financial Officer
(principal financial
officer)
S/ John F. Watson Controller (principal March 29 , 1996
- ------------------------- accounting officer)
John F. Watson
* S/ J. W. Adams Director March 29 , 1996
- -------------------------
J. W. Adams
* S/ John V. Andrews Director March 29 , 1996
- -------------------------
John V. Andrews
* S/ Russell M. Carter Director March 29 , 1996
- -------------------------
Russell M. Carter
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* S/ W. E. Carter Director March 29 , 1996
- -------------------------
W. E. Carter
* S/ Alfred E. Cleveland Director March 29 , 1996
- -------------------------
Alfred E. Cleveland
* S/ James L. Cresimore Director March 29 , 1996
- -------------------------
James L. Cresimore
* S/ Thomas P. Dillon Director March 29 , 1996
- -------------------------
Thomas P. Dillon
* S/ C. Frank Griffin Director March 29 , 1996
- -------------------------
C. Frank Griffin
* S/ James C. High Director March 29 , 1996
- -------------------------
James C. High
* S/ Jack E. Shaw Director March 29 , 1996
- -------------------------
Jack E. Shaw
* S/ Harold B. Wells Director March 29 , 1996
- -------------------------
Harold B. Wells
* S/ Charles M. Winston Director March 29 , 1996
- -------------------------
Charles M. Winston
* By: S/ Howard V. Hudson, Jr.
Howard V. Hudson, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Specimen of Registrant's Common Stock
certificate (incorporated herein by
reference from Exhibit IV to Registrant's
1988 Annual Report on Form 10-K).
5 Opinion of Ward and Smith, P.A. as to
the legality of the securities being
registered (filed herewith).
23(a) Consent of KPMG Peat Marwick LLP to
incorporation by reference of its
report on Registrant's financial
statements (filed herewith).
23(b) Consent of Ward and Smith, P.A.
(included in its opinion filed
herewith as Exhibit 5).
24 Power of Attorney.
99 Copy of 1993 Directors' Non-Qualified
Stock Option Plan, together with form
of option agreement with Option Holders.