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 Incentive Stock Option Plan
(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 28,571 $7.3228 $209,220 $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,
2
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
3
on behalf of the corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities. However, 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 Incentive Stock Option Plan.
4
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
5
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.
6
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
7
* 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
8
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 Incentive Stock Option
Plan, together with form of option
agreement with Option Holders.