SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIDELITY BANKSHARES, INC.
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(Exact name of registrant as specified in its charter)
Delaware To Be Applied For
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
218 Datura Street, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act.
None N/A
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(Title of Class) (Name of each exchange on which
each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock par value $.10 per share
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(Title of Class)
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Item 1. General Information
(a) Fidelity Bankshares, Inc. (the "Company") was
organized in the State of Delaware on April 27, 1996, for the
purpose of becoming a savings and loan holding company for
Fidelity Federal Savings Bank of Florida (the "Bank").
(b) The Company's fiscal year ends December 31.
Item 2. Transaction of Succession
(a) The Company's predecessor, the Bank, has its common
stock, par value $1.00 per share, registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, as administered by
the Office of Thrift Supervision. The Bank's securities were
exempt from registration under the Securities Act of 1933
pursuant to Section 3(a)(5) of said Act.
(b) The Bank intends to reorganize into the stock
holding company form of organization (the "Reorganization"),
whereby, each outstanding share of Bank common stock, par value
$1.00 per share, will be exchanged for one share of the Company's
common stock, par value $.10 per share (the "Common Stock").
The Bank has organized the Company as a wholly owned
subsidiary. The Company will form an interim federal stock
savings bank ("Interim Federal") as a wholly owned subsidiary
which will merge into the Bank, with the Bank as the surviving
corporation. By operation of law, all issued and outstanding
shares of the Bank's common stock will be converted into an equal
number of shares of the Company's common stock, and all issued
and outstanding shares of Interim Federal's common stock will be
converted into an equal number of shares of the Bank's common
stock.
Following the Reorganization, all current shareholders of
the Bank will hold common stock of the Company in amounts equal
to their current ownership of the Bank's common stock.
Additionally, pursuant to the Reorganization, the Bank will
become a wholly owned subsidiary of the Company. Of the amount
exchanged, 3,542,000 shares will be issued to the Bank's mutual
holding company parent Fidelity Bankshares, M.H.C. and 3,178,821
shares will be issued to public stockholders.
Item 3. Securities to be Registered
The Company has authorized for issuance 8,200,000 shares of
Common Stock, and has currently issued no shares of Common Stock.
Item 4. Description of Company's Securities to be Registered
For a description of the Company's securities, reference is
made to "Description of Capital Stock of the Stock Holding
Company," in the Company's Registration Statement on Form S-4
(Registration Number 333-17737), which is hereby incorporated by
reference.
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Item 5. Financial Statements and Exhibits
The financial statements and exhibits filed as part of this
Registration Statement are as follows:
(a) Financial Statements
Not applicable.
(b) Exhibits
The Index of Exhibits immediately precedes the
attached Exhibits.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
FIDELITY BANKSHARES, INC.
Date: December 17, 1996 By: /s/ Vince A. Elhilow
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Vince A. Elhilow
President and Chief Executive
Officer
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EXHIBIT INDEX
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Form 8-B Location of
Exhibit Number Description of Document Document
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<S> <C> <C>
1 Agreement and Plan of Reorganization *
2 Proxy Statement *
3.1 Certificate of Incorporation of
Fidelity Bankshares, Inc. *
3.2 Bylaws of Fidelity Bankshares, Inc. *
4 Stock Certificate of Fidelity *
10.1 Employment Agreement with
Vince A. Elhilow *
10.2 Severance Agreement with
Richard D. Aldred *
10.3 Severance Agreement with
Robert Fugate *
10.4 Severance Agreement with
Joseph Bova *
10.5 1994 Stock Option Plans for
Outside Directors *
10.6 1994 Incentive Stock Option Plan *
10.7 Recognition and Retention Plan
for Employees *
10.8 Recognition Plan for Outside
Directors *
11 Statement re computation of per
share earnings N/A
12 Statements re computation of ratios N/A
16 Letter re change in certifying
accountant N/A
21 Subsidiaries of the registrant Exhibit
21
24 Power of Attorney *
27 Financial Data Schedule N/A
99 Additional Exhibits N/A
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* Filed on December 12, 1996, as exhibits to the Registrant's
Form S-4 Registration Statement, (333-17737) pursuant to the
Securities Act of 1933. All of such previously filed documents
are incorporated herein by reference in accordance with Rule
12b-32 of the Securities Exchange Act of 1934.
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EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
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State of
Percentage of Incorporation or
Parent Subsidiary Ownership Organization
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<S> <C> <C> <C>
Fidelity Bankshares, Fidelity Federal 100% Federal
Inc. Savings Bank of
Florida
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</TABLE>
