As filed with the Securities and Exchange Commission on July 31, 1996.
File No. 333-
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 Issuer as Specified in its Charter)
North Carolina 56-0954530
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
127 West Webster Street
Whiteville, North Carolina 28472
(Address and Zip Code of Principal Executive
Offices)
UNITED CAROLINA BANCSHARES CORPORATION STOCK OPTION AND INCENTIVE AWARD PLAN
(Full Title of the Plan)
Howard V. Hudson, Jr.
UNITED CAROLINA BANCSHARES CORPORATION
127 West Webster Street
Whiteville, North Carolina 28472
(910) 642-5131
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered(2) Unit (1) Price (1) Fee
Common Stock,
par value
$4.00 per share 900,000 $22.50 $20,250,000 $6,982.76
(1) Determined in accordance with Rule 457(h) under the Securities Act
of 1933 and based on $22.50, the average of the high and low price per share of
Common Stock as of July 29, 1996, as quoted on the NASDAQ National Market
System.
(2) 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.
Total Number of Sequential Pages: 11
Exhibit Index Appears on Sequential Page 9
1
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 Report on Forms 10-Q for the quarterly periods ended March 31,
1996 and June 30, 1996;
(iii)Registrant's Reports on Form 8-K filed February 9, 1996 and April 16,
1996;
(v) All documents subsequently filed with the Commission by Registrant and the
Plan 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
The opinion of Howard V. Hudson, Jr., an officer of the Registrant
holding the offices of General Counsel and Secretary of the Registrant,
addressing certain legal matters with respect to this Registration Statement is
attached as Exhibits 5(a) and 23(a). As of May 31, 1996, Mr. Hudson was the
beneficial owner of 25,915.654 shares of the Registrant's Common Stock, $4.00
par value per share. On July 21, 1995, Mr. Hudson was granted by the Registrant,
pursuant to the terms of the United Carolina Bancshares Corporation Stock Option
and Incentive Award Plan (the"Plan") and Stock Option Agreement of even date, a
nonqualified stock option to purchase 2217 shares of Registrant's Common Stock
(as adjusted for the 3 for 2 stock split declared by Registrant on January 17,
1996), subject to an incremental vesting schedule set forth in the
aforementioned Option Agreement. Subject to the discretion of the Personnel
Committee of the Board of Directors of Registrant as Plan Administrator, Mr.
Hudson is currently eligible to
2
<PAGE>
participate in the Plan to which this Registration Statement relates with
respect to future grants thereunder.
Item 6. Indemnification of Directors and Officers
The North Carolina Business Corporation Act provides for statutory
indemnification of corporate directors and officers, and the allowance of
voluntary (nonstatutory) indemnification of directors and officers and the
procurement of insurance, both of which enable a corporation to expand
protection substantially beyond the limits set by statutory indemnification. In
addition, a corporation may, by adoption of charter provision, limit or
eliminate the personal liability of each of its directors for monetary damages
for breach of duty of care, with certain exceptions.
Statutory Indemnification:
Mandatory Indemnification. A North Carolina corporation must indemnify
a director or officer who has been wholly successful, on the merits or
otherwise, in the defense of any actual or threatened proceeding to which he
was, or was threatened to be made, a party because he is or was a director or
officer of the corporation. This statutory right of indemnification covers all
reasonable expenses incurred by the director or officer in connection with the
proceeding, including attorneys' fees.
Permissive Indemnification. Subject to the exceptions noted below, a
North Carolina corporation may, but is not required to, indemnify against
liability a director or officer who is, or has been threatened to be made, a
party to a proceeding because he is or was acting in that capacity if: (1) he
conducted himself in good faith; and (2) he reasonably believed (i) in the case
of conduct in his official capacity with the corporation, that his conduct was
in its best interest; and (ii) in all other cases, that his conduct was at least
not opposed to its best interests; and (3) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful. A
corporation may not, however, permissibly indemnify a director or officer either
in connection with a proceeding by or in the right of the corporation in which
the director was adjudged liable to the corporation, or, in connection with any
other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
Advance for Expenses. Expenses incurred by a director or officer 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 provided otherwise in a
corporation's charter, a director or officer who is party to a proceeding may
apply for indemnification to the court
3
<PAGE>
conducting the proceeding or to another court of competent jurisdiction. On
application and notice, the court may order indemnification if it determines
either (1) that the director or officer is entitled to mandatory
indemnification, in which case the court will also order the corporation to pay
the reasonable expenses incurred to obtain the court-ordered indemnification,
or, (2) that the director or officer is fairly and reasonably entitled to
indemnification in view of all 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).
Nonstatutory Voluntary Indemnification:
In addition to and separate and apart from those forms of statutory
indemnification discussed above, the North Carolina Business Corporation Act
provides that a corporation may indemnify or agree to indemnify any director or
officer against liability or expenses in any proceeding by provisions in its
charter or bylaws, or by contract or resolution adopted by the board of
directors, subject to only one limiting standard of conduct that must be met:
the director or officer cannot be indemnified 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. Further, a corporation may purchase and
maintain insurance in any amount and for all available liability coverage on
behalf of any person who was or is a director or officer of the corporation or
who, while a director or officer of the corporation, is or was serving at the
request of such corporation as a director or officer of another corporation or
business entity.
Pursuant to Registrant's bylaws, any person who at any time is serving
or has served as a director of Registrant shall have the right to be indemnified
by Registrant to the fullest extent permitted by law against expenses, including
reasonable attorneys' fees, and liability incurred by him in any proceeding. In
addition, Registrant maintains directors and officers liability insurance for
the benefit of Registrant and its directors and officers, which protects such
persons against wrongful acts as defined in the insurance policies issued for
such purpose.
Charter Limitation and Elimination of Liability:
A corporation may by charter provision limit or eliminate the personal
liability of each director for monetary damages for breach of any duty as a
director, with certain exceptions. Those exceptions are: acts or omissions that
the director at the time of such breach knew or believed were clearly in
conflict with the best interests of the corporation; (2) any liability for
unlawful distributions; (3) any transaction from which the director derived an
improper personal benefit; or (4) acts or omissions occurring prior to the date
that the provision in the charter became effective.
4
<PAGE>
Pursuant to charter amendment approved by Registrant's shareholders in
1988, Registrant's charter provides that, to the fullest extent allowed by law,
no director of Registrant shall be personally liable for monetary damages for
breach of duty as a director. The aforementioned charter provision does not
limit or preclude indemnification of a director by Registrant for any liability
which has not been eliminated by this charter provision.
Item 7. Exemption From Registration Claimed
Not applicable
Item 8. Exhibits
The exhibits included as part of this Registration Statement (see
Exhibit Index) are as follows:
Exhibit Number Description
5(a) and 23(a) Opinion and Consent of Counsel of United Carolina
Bancshares Corporation
23(b) Consent of KPMG Peat Marwick LLP
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 subparagraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those subparagraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Act of 1934 that are
incorporated by reference in the registration statement; (2) That, for the
purpose 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; and
(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.
5
<PAGE>
(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 (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 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.
(c) 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.
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 July 18,
1996.
United Carolina Bancshares Corporation
(Registrant)
by /s/ Kenneth L. Miller, Jr
-------------------------
Kenneth L. Miller, Jr.
President
6
<PAGE>
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
date indicated.
Signature Title Date
/s/ E. Rhone Sasser Chairman and July 18, 1996
- ----------------------- Chief Executive Officer
E. Rhone Sasser
/s/ Ronald C. Monger Executive Vice President July 18, 1996
- ----------------------- and Chief Financial Officer
Ronald C. Monger (Principal Financial
Officer)
/s/ John F. Watson Controller (Principal July 18, 1996
- ----------------------- Accounting Officer)
John F. Watson
/s/ J. W. Adams Director July 18, 1996
- -----------------------
J. W. Adams
/s/ John V. Andrews Director July 18, 1996
- -----------------------
John V. Andrews
/s/ Russell M. Carter Director July 18, 1996
- -----------------------
Russell M. Carter
/s/ W. E. Carter Director July 18, 1996
- -----------------------
W. Eugene Carter
/s/ Alfred E. Cleveland Director July 18, 1996
- -----------------------
Alfred E. Cleveland
/s/ James L. Cresimore Director July 18, 1996
- -----------------------
James L. Cresimore
/s/ Thomas P. Dillon Director July 18, 1996
- -----------------------
Thomas P. Dillon
7
<PAGE>
/s/ C. Frank Griffin Director July 18, 1996
- -----------------------
C. Frank Griffin
/s/ James C. High Director July 18, 1996
- -----------------------
James C. High
/s/ Jack E. Shaw Director July 18, 1996
- -----------------------
Jack E. Shaw
/s/ Harold B. Wells Director July 18, 1996
- -----------------------
Harold B. Wells
/s/ Charles M. Winston Director July 18, 1996
- -----------------------
Charles M. Winston
8
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Sequential
Exhibit Number Description Page Number
5(a) and 23(a) Opinion and Consent of Counsel of United 10
Carolina Bancshares Corporation
23(b) Consent of KPMG Peat Marwick LLP 11
9
July 18, 1996
United Carolina Bancshares Corporation
127 West Webster Street
Whiteville, North Carolina 28472
Re: Form S-8 Registration Statement
United Carolina Bancshares Corporation Stock Option and Incentive
Award Plan
Gentlemen:
The undersigned has acted as counsel for United Carolina Bancshares Corporation,
a North Carolina bank holding company (the "Corporation"), in the preparation of
the referenced Form S-8 Registration Statement relating to the Corporation's
Stock Option and Incentive Award Plan ("Plan") and the proposed offering
thereunder of up to 900,000 shares of the Corporation's Common Stock, $4.00 par
value per share. In connection with the preparation of the Registration
Statement, I have examined originals or copies of such corporate records,
documents and other instruments relating to the authorization and issuance of
such shares of Common Stock as I have deemed relevant under the circumstances.
On the basis of the foregoing, it is my opinion that:
1. The Corporation is duly organized, incorporated and is validly existing under
the laws of the State of North Carolina, with an authorized capitalization
consisting of 40,000,000 shares of Common Stock, $4.00 par value per share, and
2,000,000 shares of preferred stock, par value $10.00 per share.
2. The Plan and the proposed offering thereunder of up to 900,000 shares of
Common Stock have been duly authorized by the Board of Directors of the
Corporation, and the 900,000 shares of Common Stock, when issued pursuant to the
terms of the Plan, will be legally issued, fully paid and nonassessable.
The undersigned hereby consents to the filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
/s/Howard V. Hudson, Jr.
- ------------------------
Howard V. Hudson, Jr.
General Counsel
United Carolina Bancshares Corporation
Exhibit 5(a) and 23(a)
10
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Carolina Bancshares Corporation
We consent to incorporation by reference in the Registration Statement on Form
S-8 of United Carolina Bancshares Corporation (the "Corporation") relating to
the United Carolina Bancshares Corporation Stock Option and Incentive Award Plan
of our report dated January 17, 1996, relating to the consolidated balance
sheets of United Carolina Bancshares Corporation and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1995, which report appears in the December 31, 1995
annual report on Form 10-K of United Carolina Bancshares Corporation. Our report
dated January 17, 1996, refers to the fact that on December 31, 1993, the
Corporation adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities", and on January 1, 1993, the
Corporation adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes". Our report also refers to the fact that on January 1, 1994, the
Corporation adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 112, "Employers' Accounting for
Postemployment Benefits".
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Raleigh, North Carolina
July 30, 1996
Exhibit 23(b)
11
