SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIDELITY BANCSHARES (N.C.), INC. FIDBANK CAPITAL TRUST I
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
DELAWARE DELAWARE
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(State of incorporation or organization) ( State of incorporation or organization)
56-1586543 52-6936487
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(IRS Employer Identification No.) (IRS Employer Identification No.)
100 SOUTH MAIN STREET 100 SOUTH MAIN STREET
FUQUAY-VARINA, NORTH CAROLINA 27526 FUQUAY-VARINA, NORTH CAROLINA 27526
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(Address of principal executive offices) (Address of principal executive offices)
If this Form relates to the registration of a class of securities If this Form relates to the registration of a class of
pursuant to Section 12(b) of the Exchange Act and is effective securities pursuant to Section 12(b) of the Exchange Act and is
pursuant to General Instruction A.(c), please check the following effective pursuant to General Instruction A.(c), please check
box. [X] the following box. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBERS TO WHICH THIS FORM RELATES:
333-62225
333-62225-01
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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8.50% Capital Securities American Stock Exchange, Inc.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
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(Title of Class)
1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
For a full description of FIDBANK Capital Trust I's 8.50% Capital
Securities, reference is made to the information contained under the captions
"Description of the Capital Securities," "Description of the Junior Subordinated
Debentures," "Description of the Guarantee," and "Relationship Among the Capital
Securities, the Junior Subordinated Debentures and the Guarantee" in the
Prospectus that forms a part of the Registrants' Registration Statement on Form
S-1, as amended (Registration Numbers 333-62225 and 333-62225-01), filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended.
2. Exhibits
The following Exhibits are included in this Registration Statement or
are incorporated herein by reference:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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1 Initial Trust Agreement of FIDBANK Capital Trust I (incorporated
herein by reference to Exhibit 4.1 to Registration Statement on
Form S-1 (Registration Numbers 333-62225 and 333-62225-01))
2 Certificate of Trust of FIDBANK Capital Trust I (incorporated
herein by reference to Exhibit 4.2 to Registration Statement on
Form S-1 (Registration Numbers 333-62225 and 333-62225-01))
3 Form of Amended and Restated Trust Agreement of FIDBANK Capital
Trust I (incorporated herein by reference to Exhibit 4.3 to
Amendment No. 3 to Registration Statement on Form S-1
(Registration Numbers 333-62225 and 333-62225-01))
4 Form of Capital Security Certificate (contained as an exhibit to
Exhibit 3 above)
5 Form of Guarantee Agreement (incorporated herein by reference to
Exhibit 4.5 to Amendment No. 3 to Registration Statement on Form
S-1 (Registration Numbers 333-62225 and 333-62225-01))
6 Form of Junior Subordinated Indenture between Fidelity BancShares
(N.C.), Inc. and Bankers Trust Company, as Indenture Trustee
(incorporated herein by reference to Exhibit 4.6 to Amendment No.
3 to Registration Statement on Form S-1 (Registration Numbers
333-62225 and 333-62225-01))
7 Form of Junior Subordinated Debenture (contained in Exhibit 6
above)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrants have duly caused this Registration
Statement to be signed on their behalf by the undersigned thereunto duly
authorized.
DATED: June 10, 1999
FIDELITY BANCSHARES (N.C.), INC. FIDBANK CAPITAL TRUST I
By: /s/ Billy T. Woodard BY: FIDELITY BANCSHARES (N.C.), INC
------------------------------------ AS DEPOSITOR
Billy T. Woodard
Chairman and Chief Executive Officer
BY: /s/ Billy T. Woodard
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Billy T. Woodard
Chairman and Chief Executive Officer