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