As filed with the Securities and Exchange Commission on July 2, 1997.
Registration No. 333-_______.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FOUR OAKS FINCORP, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-2028446
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
6144 U S 301 South
Four Oaks, North Carolina 27524
(Address of principal executive offices) (ZIP Code)
Non-Qualified Stock Option Plan
Employee Stock Purchase and Bonus Plan
(Full title of the plans)
Ayden R. Lee, Jr.
Four Oaks Fincorp, Inc.
6144 US 301 South
Four Oaks, North Carolina 27524
(919) 963-2177
(Name, address and telephone number of agent for service)
COPY TO:
Byron B. Kirkland, Esq.
Jason L. Martinez, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Approximate date of commencement of proposed sales pursuant to the Plans: As
soon as practicable after filing of this Registration Statement.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate Amount of
registered registered(1) share(2) offering price(2) registration fee(2)
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Common Stock, $1.00
par value 125,000 $26.00 $3,250,000 $984.85
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
(1) The amount of shares to be registered is the maximum amount of shares
issuable in the aggregate pursuant to the Registrant's Non-Qualified Stock
Option Plan and Employee Stock Purchase and Bonus Plan plus the total amount of
shares hereby offered for resale by the Selling Shareholders. As of July 1,
1997, there were (i) 97,167 shares issuable under the Non-Qualified Stock Option
Plan, (ii) 16,566 shares issuable under the Employee Stock Purchase and Bonus
Plan and (iii) 11,267 shares hereby offered for resale by the Selling
Shareholders.
(2) The proposed maximum offering price per share of Common Stock
has been calculated with reference to Rule 457(h) on the basis of a recent price
of securities of the same class of $26.00 per share.
================================================================================
<PAGE>
PROSPECTUS
FOUR OAKS FINCORP, INC.
11,267 Shares of Common Stock, $1.00 par value
This Prospectus is being used in connection with the offering from time
to time by certain shareholders of Four Oaks Fincorp, Inc. (the "Company"), 6144
US 301 South, Four Oaks, North Carolina 27524, telephone number (919) 963-2177,
or their respective legatees, personal representatives or distributees (the
"Selling Shareholders") of (i) up to 2,833 shares of the Company's Common Stock,
$1.00 par value ("Common Stock") which have been acquired by the Selling
Shareholders upon their exercise of stock options pursuant to Four Oaks Fincorp,
Inc. Non-Qualified Stock Option Plan and (ii) up to 8,434 shares of Common Stock
which have been previously acquired by the Selling Shareholders pursuant to the
Employee Stock Purchase and Bonus Plan (collectively, the Non-Qualified Stock
Option Plan and the Employee Stock Purchase and Bonus Plan are herein referred
to as, the "Plans").
SEE "RISK FACTOR" ON PAGE 3 FOR A DISCUSSION OF A FACTOR THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
TABLE OF CONTENTS
Page Page
Risk Factor 3 Use of Proceeds 4
Available Information 3 Selling Shareholders 4
Incorporation of Documents by Reference 3 Plan of Distribution 5
No person has been authorized to give any information or to make any
representations not contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
The date of this Prospectus is July 2, 1997.
2
<PAGE>
RISK FACTOR
Limited Market for Common Stock. The Common Stock is not actively
traded and trades involving the Common Stock are negotiated on a best efforts
basis through Morgan, Keegan & Company, Inc., located at 4300 Six Forks Road,
Suite 400, Raleigh, North Carolina 27609 and Legg Mason Wood Walker, Inc.,
located at 3201 Glenwood Avenue, Post Office Box 31048, Raleigh, North Carolina
27622-1048. There can be no assurance that any particular trading price for the
Common Stock is an accurate indication of fair market value.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information filed by the
Company may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, and at the Commission's Regional Offices at 7
World Trade Center, Suite 1300, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and copies of
such material may be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Copies of such material also may be obtained from the web site that the
Commission maintains at http://www.sec.gov.
On July 1 1997, the Company became a holding company for Four Oaks Bank
& Trust Company (the "Bank"). Prior to creating a holding company structure, the
Bank filed reports, proxy statements and other information with the Federal
Deposit Insurance Corporation (the "FDIC"). The reports, proxy statements and
other information filed by the Bank with the FDIC can be inspected and copied at
the public reference facilities maintained by the FDIC at 550 - 17th Street,
N.W., Washington, D.C. 20429 at prescribed rates.
This Prospectus constitutes a part of a Registration Statement filed by
the Registrant with the Commission under the Securities Act of 1933, as amended.
This Prospectus omits certain information contained in that Registration
Statement, and reference is hereby made to that Registration Statement and the
exhibits filed therewith for further information with respect to the Registrant
and the Common Stock offered hereby. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated by reference in this Prospectus:
3
<PAGE>
(1) Annual Report on Form F-2 of the Bank, predecessor to the
Company, for the fiscal year ended December 31, 1996, as amended, filed
as Exhibit 99.1 to the Company's Current Report on Form 8-K(12G3),
dated July 1, 1997.
(2) Quarterly Report on Form F-4 of the Bank, predecessor to
the Company, for the quarter ended March 31, 1997 filed as Exhibit 99.2
to the Company's Current Report on Form 8-K(12G3), dated July 1,
1997.
(3) The Company's Current Report on Form 8-K(12G3), dated
July 1, 1997, which contains a description of the Common Stock.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Prospectus and to be part
thereof from the date of filing of such documents.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any and all of the
documents which are incorporated herein by reference, other than exhibits to
such information (unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Requests
should be directed to the Company, 6144 US 301 South, Four Oaks, North Carolina
27524, Attention: Wanda C. Jones, telephone (919) 963-2177.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Common Stock
by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth the name and relationship to the Company
of each Selling Shareholder, the number of shares of Common Stock owned of
record by each Selling Shareholder as of July 1, 1997; the amount of Common
Stock offered pursuant to this Prospectus; and the percentage of Common Stock
owned after the offering:
<TABLE>
<CAPTION>
Name and Relationship Amount of Common Stock Amount of Common Stock Percentage Owned After
with Company Owned Offered Offering
<S> <C> <C> <C>
Ayden R. Lee, Jr. (President 7,028.619 510 *
and Chief Executive Officer)
Clifton Painter (Senior 1,596.0348 349 *
Executive Vice President)
4
<PAGE>
<CAPTION>
Name and Relationship Amount of Common Stock Amount of Common Stock Percentage Owned After
with Company Owned Offered Offering
Nancy S. Wise (Senior Vice 874.248 430 *
President)
W. Leon Hiatt, III (Senior Vice 166.392 122 *
President)
</TABLE>
- ----------------
* Less than one percent (1%).
In addition, certain unnamed persons who are not affiliates of the
Company, may use this Prospectus for reoffers and resales of up to the lesser of
(i) 1,000 shares or (ii) 1% of the shares issuable under each of the Plans to
which this Prospectus relates.
PLAN OF DISTRIBUTION
The Selling Shareholders intend to sell all or a portion of the shares
offered hereby from time to time to or through a market maker or into an
existing trading market, if any, in private sales, including direct sales to
purchasers, or otherwise at prevailing market prices or at negotiated or fixed
prices. In effecting sales, brokers or dealers engaged by the seller may arrange
for other brokers or dealers to participate. Brokers or dealers will receive
commissions or discounts from the seller in amounts to be negotiated immediately
prior to the sale. Such brokers or dealers and any other participating brokers
or dealers may be deemed to be "underwriters" within the meaning of the 1933
Act, in connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the 1933 Act may be
sold under Rule 144 rather than pursuant to this Prospectus.
5
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
In accordance with the instructional Note to Part I of Form S-8, the
information specified in Part I of Form S-8 has been omitted from this
Registration Statement on Form S-8 for offers and sales of Common Stock, $1.00
par value ("Common Stock") of Four Oaks Fincorp, Inc. (the "Registrant")
pursuant to the Registrant's Non-Qualified Stock Option Plan and Employee Stock
Purchase and Bonus Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(1) Annual Report on Form F-2 of Four Oaks Bank & Trust
Company (the "Bank"), predecessor to the Registrant, for the fiscal
year ended December 31, 1996, as amended, filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K(12G3), dated July 1, 1997.
(2) Quarterly Report on Form F-4 of the Bank, predecessor to
the Registrant, for the quarter ended March 31, 1997 filed as
Exhibit 99.2 to the Registrant's Current Report on Form 8-K(12G3),
dated July 1, 1997.
(3) The Registrant's Current Report on Form 8-K(12G3), dated
July 1, 1997, which contains a description of the Common Stock.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
6
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act permit a corporation to indemnify its directors, officers,
employees or agents under either or both a statutory or nonstatutory scheme of
indemnification. Under the statutory scheme, a corporation may, with certain
exceptions, indemnify a director, officer, employee or agent of the corporation
who was, is, or is threatened to be made, a party to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative, because of the fact that such person was a
director, officer, agent or employee of the corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include the obligation to
pay any judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) and reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(i) conducted himself in good faith, (ii) reasonably believed (1) that any
action taken in his official capacity with the corporation was in the best
interest of the corporation or (2) that in all other cases his conduct at least
was not opposed to the corporation's best interest, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. Whether a director has met the requisite standard of conduct for the
type of indemnification set forth above is determined by the board of directors,
a committee of directors, special legal counsel or the shareholders in
accordance with Section 55-8-55. A corporation may not indemnify a director
under the statutory scheme 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 a proceeding in which a director was adjudged liable on the
basis of having received an improper personal benefit.
In addition to, and separate and apart from the indemnification
described above under the statutory scheme, Section 55-8-57 of the North
Carolina Business Corporation Act permits a corporation to indemnify or agree to
indemnify any of its directors, officers, employees or agents against liability
and expenses (including attorney's fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their
status as such or their activities in any of the foregoing capacities, provided
a corporation may not indemnify or agree to indemnify a person against liability
or expenses he may incur 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. Accordingly, the Registrant may indemnify its
directors, officers and employees in accordance with either the statutory or the
non-statutory standard.
Sections 55-8-52 and 55-8-56 of the North Carolina Business Corporation
Act require a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or officer who has been wholly successful, on
the merits or otherwise, in the defense of any proceeding to which such director
or officer was a party. Unless prohibited by the articles of incorporation, a
director or officer also may make application and obtain court-ordered
indemnification if the court determines that such director or officer is fairly
and reasonably entitled to such indemnification as provided in Sections 55-8-54
and 55-8-56.
Finally, Section 55-8-57 of the North Carolina Business Corporation Act
provides that a corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such persons, whether or not
the corporation is otherwise authorized by the North Carolina Business
Corporation Act to indemnify such party.
As permitted by North Carolina law, Article IX of the Bylaws of the
Registrant provide for the indemnification of directors and officers, within
the limitations permitted by law. In addition, the
7
<PAGE>
Board of Directors of the Registrant may provide such indemnification for the
employees and agents of the Registrant as it deems appropriate.
As permitted by North Carolina law, Article 6 of the Registrant's
Articles of Incorporation also provides for the limitation of the personal
liability of directors from monetary damages for breach of any duty as a
director provided that the limitation of liability does not apply to
(i) 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
Registrant; (ii) any liability under North Carolina Business Corporation Act
Section 55-8-33; (iii) any transaction from which the director derived an
improper personal benefit.
The Registrant has purchased a standard directors' and
officers' liability policy which will, subject to certain limitations,
indemnify the registrant, its officers and directors for damages they become
legally obligated to pay as a result of any negligent act, error or
omission committed by directors or officers while acting in their
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares being reoffered or resold pursuant to this
Registration Statement were originally issued by Four Oaks Bank & Trust Company
(the "Bank") and were exempt bank securities pursuant to Section 3(a)(2) of the
Securities Act of 1933, as amended (the "1933 Act"). Pursuant to an Agreement
and Plan of Reorganization and Merger by and between the Bank and the Registrant
dated February 24, 1997 and in accordance with Section 3(a)(12) of the 1933 Act,
the Registrant was formed to act as a holding company for the Bank. The Bank's
shares of Common Stock were converted into shares of Common Stock of the
Registrant pursuant to Section 3(a)(12) of the 1933 Act which provides that the
registration provisions of the 1933 Act shall not apply to any equity security
issued in connection with the acquisition by a holding company of a bank under
section 3(a) of the Bank Holding Company Act of 1956, if (a) the acquisition
occurs solely as part of a reorganization in which security holders exchange
their shares of a bank for shares of a newly formed holding company with no
significant assets other than securities of the bank; (b) the security holders
receive, after that reorganization, substantially the same proportional share
interests in the holding company as they held in the bank; (c) the rights and
interests of security holders in the holding company are substantially the same
as those in the bank prior to the transaction; and (d) the holding company has
substantially the same assets and liabilities, on a consolidated basis, as the
bank had prior to the transaction. The reorganization was structured to comply
with Section 3(a)(12).
ITEM 8. EXHIBITS
Exhibit Description
4.1 Articles of Incorporation of Registrant filed as Exhibit 3.1 to the
Registrant's Current Report on Form 8-K(12G3), dated July 1, 1997
4.2 Bylaws of Registrant filed as Exhibit 3.2 to the Registrant's Current
Report on Form 8-K(12G3), dated July 1, 1997
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
8
<PAGE>
10.1 Non-Qualified Stock Option Plan filed as Exhibit 10.2 to the
Registrant's Current Report on Form 8-K(12G3), dated July 1, 1997
10.2 Employee Stock Purchase and Bonus Plan filed as Exhibit 10.1 to the
Registrant's Current Report on Form 8-K(12G3), dated July 1, 1997
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
(included as part of their opinion listed as Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Daniel G. Matthews & Associates, Inc.
24 Power of Attorney (located on the signature page of this Registration
Statement)
ITEM 9. UNDERTAKINGS
(A) 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 this 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.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective 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) of this section do not apply if the
information required to be included in a
post-effective amendment by those paragraphs 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
9
<PAGE>
Securities Exchange Act of 1934 that are incorporated
by reference in this 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.
(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) 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) The undersigned Registrant hereby undertakes that, 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.
10
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Town of Four Oaks, State of North Carolina, on July 2,
1997.
FOUR OAKS FINCORP, INC.
BY: /s/ Ayden R. Lee, Jr.
NAME: Ayden R. Lee, Jr.
TITLE: President, Chief
Executive Officer
and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ayden R. Lee, Jr. and Nancy S. Wise and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Ayden R. Lee, Jr. President, Chief Executive July 2, 1997
Ayden R. Lee, Jr. Officer and Director
/s/ Nancy S. Wise Senior Vice President (Principal July 2, 1997
Nancy S. Wise accounting and financial officer)
/s/ M. S. Canaday Director July 2, 1997
M. S. Canaday
/s/ Harold J. Sturdivant Director July 2, 1997
Harold J. Sturdivant
/s/ Paula Canaday Bowman Director July 2, 1997
Paula Canaday Bowman
/s/ William J. Edwards Director July 2, 1997
William J. Edwards
/s/ Percy Y. Lee Director July 2, 1997
Percy Y. Lee
/s/ Warren L. Grimes Director July 2, 1997
Warren L. Grimes
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. (included as part of their opinion listed as Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Daniel G. Matthews & Associates, Inc.
24 Power of Attorney (located on the signature page of this Registration
Statement)
<PAGE>
SMITH ANDERSON BLOUNT DORSETT, MITCHELL & JERNIGAN, L.L.P.
LAWYERS
Raleigh, North Carolina
July 2, 1997
(919) 821-6682
Four Oaks Fincorp, Inc.
6411 US 301 South
Four Oaks, North Carolina 27524
Ladies and Gentlemen:
As counsel for Four Oaks Fincorp, Inc. (the "Company"), we furnish the
following opinion in connection with the proposed issuance by the Company of up
to 113,733 shares in the aggregate of its common stock, $1.00 par value (the
"Common Stock"), pursuant to the Four Oaks Fincorp, Inc. Employee Stock Purchase
and Bonus Plan and Nonqualified Stock Option Plan (the "Plans"). These
securities are the subject of a Registration Statement to be filed by the
Company with the Securities and Exchange Commission on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"1933 Act"), to which this opinion is to be attached as an exhibit.
We have examined the Articles of Incorporation and Bylaws of the
Company, the minutes of meetings of its Board of Directors, and such other
corporate records of the Company and other documents and have made such
examinations of law as we have deemed relevant for purposes of this opinion. We
also have received a certificate of an officer of the Company, dated of even
date herewith, relating to the issuance of the Common Stock pursuant to the
Plans. Based on such examination and such certificate it is our opinion that the
113,733 shares of Common Stock of the Company, which are being registered
pursuant to the Registration Statement, may be legally issued in accordance with
the Company's Articles of Incorporation and Bylaws, and when so
<PAGE>
Four Oaks Fincorp, Inc.
July 2, 1997
Page 2
issued and duly delivered against payment therefor pursuant to the Plans as
described in the Registration Statement, such shares will be legally issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement that you are about to file with the Securities and
Exchange Commission. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the 1933 Act or the regulations promulgated pursuant to the 1933
Act.
Sincerely yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Byron B. Kirkland
Byron B. Kirkland
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Four Oaks Fincorp, Inc. on Form S-8 (File No. 333- ) of our report dated
February 28, 1997, on our audits of the consolidated financial statements of
Four Oaks Bank & Trust Company as of December 31, 1996 and for the year then
ended, which report is included in the Annual Report of Four Oaks Bank & Trust
Company on Form F-2 which has been included as an exhibit to Form 8-K of Four
Oaks Fincorp, Inc. filed on July 2, 1997 with the Securities and Exchange
Commission pursuant to the Securities Act of 1934.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Raleigh, North Carolina
July 2, 1997
[Letterhead of Daniel G. Matthews & Associates, Inc.]
Consent of Daniel G. Matthews & Associates, Inc. Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Four Oaks Fincorp, Inc. Employee Stock Purchase
and Bonus Plan and Nonqualified Stock Option Plan of our report dated
February 20, 1996, with respect to the consolidated financial statements of Four
Oaks Bank & Trust Company incorporated by reference in its Annual Report
(Form F-2) for the year ended December 31, 1996 filed with the Federal Deposit
Insurance Corporation.
/s/Daniel G. Matthews & Associates, Inc.
----------------------------------------
Daniel G. Matthews & Associates, Inc.
Raleigh, North Carolina
July 1, 1997
