As filed with the Securities and Exchange Commission on July 19, 1996.
File 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 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 DOLLAR PLUS SAVINGS PLAN AND TRUST
(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
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Unit Price Fee
Common Stock,
par value $4.00
per share 2,500,000 $ (1) $ (1) $19,073.28
Plan Interests in the (2) (3) (3) (3)
United Carolina
Bancshares Corporation
Dollar Plus Savings
Plan and Trust
(1) Determined in accordance with Rule 457(h) under the Securities Act
of 1933, based on $22.125, the average of the high and low prices reported on
July 17,1996 as quoted on the NASDAQ National Market System.
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(3) Not applicable.
Total Number of Sequential Pages: 11
Exhibit Index Appears on Page: 9
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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) Annual Report on Form 11-K for the year ended December 31,
1995, filed by the United Carolina Bancshares Corporation
Dollar Plus Savings Plan and Trust (the "Plan");
(iii) Registrant's Report on Form 10-Q for the quarterly period
ended March 31, 1996;
(iv) Registrant's Reports on Form 8-K filed February 9, 1996 and
April 16, 1996;
(v) Description of Registrant's Common Stock contained in its
Registration Statement on Form 10, as amended by Registrant's
subsequent reports filed under the Exchange Act; and,
(vi) 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 of which
13,999.702 shares are allocated to Mr. Hudson's individual account in the Plan.
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
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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 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).
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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: (1) 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.
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 are as
follows:
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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
Neither an opinion of counsel concerning compliance of the Plan with ERISA nor
an Internal Revenue Service (the "Service") determination letter is submitted as
an exhibit to this Registration Statement. The Plan last obtained a Service
determination letter indicating that the Plan was qualified under Section 401 of
the Internal Revenue Code on July 6, 1995. The Plan has been amended subsequent
to its receipt of the aforementioned determination letter. In lieu of the
aforementioned opinions, the Registrant undertakes hereby to submit the Plan and
any amendments thereto to the Service in order to secure a determination letter
in a timely manner and will make all changes required by the Service in order to
qualify the Plan.
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.
(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
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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. (h) 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
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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 Chief July 18, 1996
- ------------------------ 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
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/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
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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
Dollar Plus Savings Plan and Trust
(The Plan)
by:United Carolina Bancshares Corporation, Plan
Administrator
by /s/ Thomas A. Nicholson, Jr.
----------------------------
Thomas A. Nicholson, Jr.
Senior Vice President
by: United Carolina Bank, Trustee
by: /s/ Jerry L. Schrader
---------------------
Jerry L. Schrader
Senior Vice President
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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 10
of United 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 Dollar Plus Savings Plan and Trust
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
Dollar Plus Savings Plan and Trust (the "Plan") and the proposed offering
thereunder of up to 2,500,000 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 2,500,000 shares of
Common Stock have been duly authorized by the Board of Directors of the
Corporation, and the 2,500,000 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
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 Dollar Plus Savings Plan and Trust
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, and the
reference to our firm under the heading "Experts" in the prospectus. 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".
We consent to incorporation by reference in the Registration Statement on Form
S-8 of United Carolina Bancshares Corporation relating to the United Carolina
Bancshares Corporation Dollar Plus Savings Plan and Trust of our report dated
January 26, 1996, relating to the statements of net assets available for
benefits of the United Carolina Bancshares Corporation Dollar Plus Savings Plan
and Trust as of December 31, 1995 and 1994, and the related statements of
changes in net assets available for benefits 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 11-K of United Carolina Bancshares Corporation,
and the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Raleigh, North Carolina
July 19, 1996
Exhibit 23 (b)
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