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Registration No. 333-___________
As filed with the Securities and Exchange Commission on
June 6, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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1ST STATE BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
VIRGINIA 56-2130744
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
455 SOUTH MAIN STREET
BURLINGTON, NORTH CAROLINA 27216-1797
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(Address of Principal Executive Offices)
1ST STATE BANCORP, INC. MANAGEMENT RECOGNITION PLAN
1ST STATE BANCORP, INC. STOCK OPTION AND INCENTIVE PLAN
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(Full Title of the Plans)
JAMES C. MCGILL, PRESIDENT
1ST STATE BANCORP, INC.
455 SOUTH MAIN STREET
BURLINGTON, NORTH CAROLINA 27216-1797
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(Name and Address of Agent For Service)
(336) 227-8861
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(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
JOEL E. RAPPOPORT, ESQUIRE
STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP
1220 19TH STREET N.W., SUITE 700
WASHINGTON, D.C. 20036
(202) 822-9611
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CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________
<S> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities To Be Offering Price Aggregate Offering Registration
to Be Registered Registered Per Share Price Fee
____________________________________________________________________________________
Common Stock,
$.01 par value 442,837 $18.50 $8,192,484.50 $2,162.82
____________________________________________________________________________________
<FN>
(1) Maximum number of shares issuable under the 1st State
Bancorp, Inc. Management Recognition Plan (126,525 shares) and
the 1st State Bancorp, Inc. 2000 Stock Option and Incentive Plan
(316,312 shares), together with an indeterminate number of
shares being registered hereby as a result of an increase in the
number of shares issuable under such plans as the result of a
merger, consolidation, recapitalization or similar event
involving the Registrant or a stock split, stock dividend,
reclassification, recapitalization or similar adjustment in the
Registrant's common stock.
(2) Under Rule 457(h) the registration fee may be
calculated, inter alia, based upon the average of the high and
low selling prices of the common stock of the Registrant as
reported on the Nasdaq National Market on June 5, 2000 of $18.50
per share ($8,192,484.50 in the aggregate).
</FN>
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PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
------
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
------ INFORMATION*
*This registration statement relates to the registration
of 442,837 shares of Common Stock, $.01 par value per share, of
1st State Bancorp, Inc. (the "Company") reserved for issuance
and delivery under the 1st State Bancorp, Inc. Management
Recognition Plan and the 1st State Bancorp, Inc. 2000 Stock
Option and Incentive Plan (together, the "Plans"). Documents
containing the information required by Part I of this
registration statement will be sent or given to participants in
the Plans in accordance with Rule 428(b)(1). In accordance with
the Note to Part I of Form S-8, such documents are not filed
with the Securities and Exchange Commission (the "Commission")
either as part of this registration statement or as prospectuses
or prospectus supplements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------
The following documents filed by 1st State Bancorp, Inc.
(the "Company") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1999 filed with the Commission
on December 23, 1999 (Commission File No. 0-25859).
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended December 31, 1999 filed with the Commission on
February 14, 2000 (Commission File No. 0-25859).
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000 filed with the Commission on May
15, 2000 (Commission File No. 0-25859).
(d) The description of the Company's Securities as
contained in the Company's Registration Statement on Form 8-A
filed with the Commission on April 23, 1999.
ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO
SECTIONS 13(A), 13(C), 14, AND 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, 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 A PART HEREOF FROM THE DATE OF
FILING OF SUCH DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
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Not applicable, as the Common Stock is registered under
Section 12 of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE COMPANY
Directors, officers and employees of the registrant may be
entitled to benefit from the indemnification provisions
contained in the Virginia Stock Corporation Act (the "VSCA") and
the registrant's Articles of Incorporation. The general effect
of these provisions is summarized below.
In accordance with Sections 13.1-696 through 13.1-704 of
the VSCA, a director or officer of the registrant generally
shall be indemnified in the defense of a proceeding if they are
successful. A corporation may indemnify a director, officer,
employee or agent under the circumstances in the preceding
sentence and in other circumstances if (i) he conducted himself
in good faith; and (ii) he believed (x) that his conduct in his
official capacity with the corporation was in its best interests
and (y) in all other cases his conduct was at least not opposed
to the corporation's best interests, and (iii) in the case of
any criminal proceeding, he had no reasonable cause to believe
that his conduct was unlawful. A corporation may not indemnify
a director, officer, employee or agent in connection with a
proceeding by or in the right of the corporation in which the
individual was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit
to the individual. The above standard of conduct is determined
by a majority vote of a quorum of the board of directors
consisting of directors not at the time parties to the
proceeding, or majority vote of a duly designated committee of
the board of directors, special legal counsel, or the
shareholders as prescribed in Section 13.1-701.
Sections 13.1-698 and 13.1-702 of the VSCA require a
corporation to indemnify a director or officer in the defense of
any proceeding to which the director or officer was a party
against reasonable expenses when the director or officer is
wholly successful in the director's or officer's defense, unless
the articles of incorporation provide otherwise. Upon
application, the court may order indemnification of the director
or officer if the director or officer is adjudged fairly and
reasonably so entitled under Section 13.1-700.1.
In addition, Section 13.1-704 of the VSCA permits a
corporation to provide for indemnification of directors,
officers, employees or agents, in its articles of incorporation
or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance
policies on behalf of these individuals, except an indemnity
against willful misconduct or a knowing violation of criminal
law.
Article XVI of the registrant's Articles of Incorporation
provides that the registrant shall indemnify, to the fullest
extent permissible under the VSCA, any individual who is or was
a director, officer, employee or agent of the registrant, and
any individual who serves or served at the registrant's request
as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, in any proceeding in which
the individual is made a party as a result of his service in
such capacity. In addition, the registrant must pay reasonable
expenses incurred by any person identified in the preceding
sentence who is a party to a proceeding in advance of the final
disposition of the proceeding upon receipt by the registrant of:
(i) a written affirmation by such person of his good faith
belief that the standard of conduct necessary for
indemnification by the registrant as authorized in Article XVI
has been met; and (ii) a written undertaking by or on behalf of
such person to repay the amount if it shall ultimately be
determined that the standard of conduct has not been met.
Article XVI further provides that the registrant shall
purchase and maintain insurance on behalf of any person who
holds or who has held any position as a director or officer of
the registrant against any liability incurred by him or her in
any such position, or arising out of his status as such, whether
or not the Corporation would have power to indemnify him or her
against such liability under Article XVI.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
ITEM 8. EXHIBITS
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The exhibits scheduled to be filed or included as part of
this Registration Statement are as follows:
5.1 Opinion of Stradley Ronon Housley Kantarian &
Bronstein, LLP as to the validity of the Common
Stock being registered
23.1 Consent of Stradley Ronon Housley Kantarian &
Bronstein, P.C. (appears in their opinion filed as
Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney (contained in signature page to this
registration statement)
99.1 1st State Bancorp, Inc. Management Recognition Plan
and associated trust agreement
99.2 1st State Bancorp, Inc. 2000 Stock Option and
Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options
granted under the 1st State Bancorp, Inc.2000 Stock
Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under the 1st State Bancorp, Inc. 2000 Stock
Option and Incentive Plan
99.5 Notice of MRP Award
99.6 Memorandum concerning taxation of MRP Awards, and
associated election form
ITEM 9. UNDERTAKINGS
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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 aggregrate,
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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
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(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 (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3 or
S-8, and 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
15(d) of the Securities Exchange 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
(4) 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 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.
(5) 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 Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Burlington, State of
North Carolina, on June 6, 2000.
1st STATE BANCORP, INC.
By:/s/ James C. McGill
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James C. McGill
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors of 1st State Bancorp, Inc.,
hereby severally constitute and appoint James C. McGill, who may
act, with full power of substitution, as our true and lawful
attorney and agent, to do any and all things in our names in the
capacities indicated below which said James C. McGill, who may
act, may deem necessary or advisable to enable 1st State
Bancorp, Inc. to comply with the Securities Act of 1933, as
amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the
registration of 1st State Bancorp, Inc. common stock, including
specifically, but not limited to, power and authority to sign
for us in our names in the capacities indicated below, any and
all amendments (including post-effective amendments) thereto;
and we hereby ratify and confirm all that said James C. McGill,
shall do or cause to be done by virtue thereof.
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 dates indicated.
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<CAPTION>
Signatures Title Date
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<S> <C> <C>
/s/ James C. McGill President, Chief Executive June 6, 2000
----------------------------- Officer and Director
James C. McGill (Principal Executive Officer)
/s/ A. Christine Baker Treasurer, Secretary and June 6, 2000
----------------------------- Executive Vice President
A. Christine Baker (Principal Financial and
Chief Financial Officer Accounting Officer)
/s/ James A. Barnwell, Jr. Director June 6, 2000
-----------------------------
James A. Barnwell, Jr.
/s/ Bernie C. Bean Director June 6, 2000
-----------------------------
Bernie C. Bean
/s/ Richard C. Keziah Director June 6, 2000
-----------------------------
Richard C. Keziah
/s/ James G. McClure Director June 6, 2000
-----------------------------
James G. McClure
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/s/ T. Scott Quakenbush Director June 6, 2000
-----------------------------
T. Scott Quakenbush
/s/ Richard H. Shirley Director June 6, 2000
-----------------------------
Richard H. Shirley
/s/ Virgil L. Stadler Director June 6, 2000
-----------------------------
Virgil L. Stadler
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INDEX TO EXHIBITS
Exhibit Description
5.1 Opinion of Stradley Ronon Housley Kantarian &
Bronstein, LLP as to the validity of the Common
Stock being registered
23.1 Consent of Stradley Ronon Housley Kantarian &
Bronstein, P.C. (appears in their opinion filed as
Exhibit 5.1)
23.2 Consent of KPMG LLP
24 Power of Attorney (contained in signature page to this
registration statement)
99.1 1st State Bancorp, Inc. Management Recognition Plan
and associated trust agreement
99.2 1st State Bancorp, Inc. 2000 Stock Option and
Incentive Plan
99.3 Form of Stock Option Agreement to be entered into with
Optionees with respect to Incentive Stock Options
granted under the 1st State Bancorp, Inc.2000 Stock
Option and Incentive Plan
99.4 Form of Stock Option Agreement to be entered into with
Optionees with respect to Non-Incentive Stock Options
granted under the 1st State Bancorp, Inc. 2000 Stock
Option and Incentive Plan
99.5 Notice of MRP Award
99.6 Memorandum concerning taxation of MRP Awards, and
associated election form
