WESTSTAR FINANCIAL SERVICES CORP
POS AM, 2001-01-19
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    As filed with the Securities and Exchange Commission on November 21, 2000

                                                    Registration No.  333-45014

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        POST-Effective Amendment No. 1
                                     to the
                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                     WESTSTAR FINANCIAL SERVICES CORPORATION
                 (Name of small business issuer in its charter)

     North Carolina                    6712                   56-2181423
(State or Jurisdiction           (Primary Standard          (IRS Employer
   of Organization)               Industrial Code)        Identification No.)

                                79 Woodfin Place
                      Asheville, North Carolina 28801-2426
                                 (828) 252-1735
          (Address and telephone number of principal executive offices)

                         G. Gordon Greenwood, President
                                79 Woodfin Place
                      Asheville, North Carolina 28801-2426
                                 (828) 252-1735
            (Name, address and telephone number of agent for service)

                                   Copies to:

                            Anthony Gaeta, Jr., Esq.
                               Erik Gerhard, Esq.
                             Gaeta & Glesener, P.A.
                        808 Salem Woods Drive, Suite 201
                                Raleigh, NC 27615
                              (919) 845-2558 Phone
                               (919) 518-2146 Fax

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

<PAGE>

If this Form is filed to register additional securities for an Offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same Offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same Offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same Offering. [ X ] 333-45014

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE  ON SUCH  DATE  AS THE  SECURITIES  AND  EXCHANGE  COMMISSION,  ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.


<PAGE>



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 55-8-50 through 55-8-58 of the North Carolina General Statutes 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  (a) that any
action  taken in his  official  capacity  with the  corporation  was in the best
interest of the  corporation or (b) 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  General
Statutes  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 such capacities,  except for any liabilities or expenses  incurred
on account of activities that were, at the time taken,  known or believed by the
person to be clearly in conflict with the best interests of the corporation. The
Bylaws of Weststar provide for  indemnification  to the fullest extent permitted
under  North  Carolina  law for persons  who serve as  directors  or officers of
Weststar,  or at the request of Weststar serve as an officer,  director,  agent,
partner,  trustee,  administrator  or employee for any other foreign or domestic
entity,  except to the extent  such  activities  were at the time taken known or
believed by the  potential  indemnities  to be clearly in conflict with the best
interests  of  Weststar.  Accordingly,  Weststar may  indemnify  its  directors,
officers or employees in accordance  with either the statutory or  non-statutory
standards.

<PAGE>

Sections  55-8-52 and 55-8-56 of the North Carolina  General  Statutes 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 General Statutes 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  NCBCA  to  indemnify  such  party.  Weststar  has
purchased  a standard  directors'  and  officers  liability  policy  which will,
subject  to  certain  limitations,  indemnify  Weststar  and  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 capacity as such. Weststar may also purchase such a policy.

As  permitted  by North  Carolina  law,  Article  5 of  Weststar's  Articles  of
Incorporation  limits the personal  liability of directors for monetary  damages
for breaches of duty as a director arising out of any legal action whether by or
in the right of Weststar or otherwise,  provided that such  limitation  will 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 Weststar,  (ii)
any liability under Section  55-8-33 of the General  Statutes of North Carolina,
or (iii) any transaction  from which the director  derived an improper  personal
benefit (which does not include a director's  reasonable  compensation  or other
reasonable  incidental  benefit  for or on account of his service as a director,
officer, employee, independent contractor, attorney, or consultant of Weststar).

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registration Fee                                          $    920
NASD Fee                                                     4,600
Sales Agent Commission (1)                                  50,000
Printing and Engraving Expenses (1)                          8,000
Legal Fees and Expenses                                     50,000
Accounting Fees and Expenses (1)                            15,000
Blue Sky Fees and Expenses (1)                               1,500
Miscellaneous                                                2,500
                                                          --------
     Total                                                $132,520


     (1) Estimated



<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Weststar has sold no unregistered  securities since it was chartered on February
8, 2000.

ITEM 27. INDEX TO EXHIBITS.

The following exhibits are filed with this Registration Statement:

Exhibit
Number       Description
-------      -----------
  1.1        Sales Agency Agreement (filed herewith)
  1.2        Escrow Agreement (previously filed)
  3.1        Articles of Incorporation of Weststar Financial Services
             Corporation *
  3.2        Bylaws of Weststar Financial Services Corporation *
   4         Specimen Common Stock Certificate *
   5         Opinion of Gaeta & Glesener, P.A. regarding the legality of the
             securities being registered (previously filed)
 10.1        Employment Agreement of G. Gordon Greenwood dated February 9, 2000*
 10.2        Employment Agreement of Randall C. Hall dated March 20, 1998*
 10.3        401(k) Savings Plan of The Bank of Asheville *
  21         Subsidiaries of Weststar Financial Services Corporation
             (previously filed)
 23.1        Consent of Deloitte & Touche LLP (previously filed)
 23.2        Consent of Gaeta & Glesener, P.A. (contained in Exhibit 5)
  24         Power of Attorney (previously filed)
  27         Financial Data Schedule (previously filed)

*    Incorporated  by  reference  to  the  Registration  Statement  of  Weststar
     Financial Services  Corporation on Form S-4,  Registration No. 333-30200 as
     filed with the Securities and Exchange Commission on February 11, 2000.



<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the Securities Act of 1933, the Registrant has
duly  caused  this  Registration  Statement  to be signed  on its  behalf by the
undersigned, thereunto duly authorized, in the City of Asheville, State of North
Carolina, on November 21, 2000.

                                    WESTSTAR FINANCIAL SERVICES CORPORATION


                                    By: /s/ G. Gordon Greenwood
                                        ----------------------------------------
                                        G. Gordon Greenwood
                                        President and Chief Executive Officer


<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below on November 21, 2000 by the following persons in
the capacities indicated.

/s/ G. Gordon Greenwood
-------------------------------------
G. Gordon Greenwood
President and Chief Executive Officer


/s/ Randall C. Hall
------------------------
Randall C. Hall
Executive Vice President


/s/ William E. Anderson*
------------------------
William E. Anderson
Director


/s/ Max O. Cogburn, Sr.*
------------------------
Max O. Cogburn, Sr.
Director


/s/ M. David Cogburn, Jr., M.D.*
--------------------------------
M. David Cogburn, Jr., M.D.
Director


/s/ Darryl J. Hart*
-------------------
Darryl J. Hart
Director


/s/ Carol L. King*
------------------
Carol L. King
Director


/s/ Stephen L. Pignatiello*
---------------------------
Stephen L. Pignatiello
Director


/s/ Kent W. Salisbury, M.D.*
----------------------------
Kent W. Salisbury, M.D.
Director


/s/ Laura A. Webb*
------------------
Laura A. Webb
Director

/s/ David N. Wilcox*
---------------------
David N. Wilcox
Director

*  /s/ G. Gordon Greenwood
   -----------------------
   By G. Gordon Greenwood
   Attorney-in-Fact


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