As filed with the Securities and Exchange Commission on August 7, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
________________________
FIRST NATIONAL BANKSHARES, INC.
(Exact name of Registrant as specified in its charter)
Louisiana
(State or other
jurisdiction of incorporation)
72-0807084
(I.R.S. Employer
Identification Number)
600 East Main Street
Houma, Louisiana 70360
(Address, including zip code, of
Registrant's principal executive offices)
___________________________
First National Bank of Houma Salary Savings Plan
Jerome H. Mire
President and Chief Executive Officer
First National Bankshares, Inc.
600 East Main Street
Houma, Louisiana
(504) 868-1660
(Name, Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Paul M. Haygood
Correro Fishman Haygood Phelps Weiss Walmsley & Casteix, L.L.P.
201 St. Charles Avenue
47th Floor
New Orleans, Louisiana 70170-4700
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount of Registration Fee
Common Stock ($2.50 par value per share) $184.05
Participation interest in the Plan (3) $ 0
Amount to be Registered (1)
35,000 shares
Proposed Maximum Offering Price Per Share (2)
$15.25
Proposed Maximum Aggregate Offering Price (2)
$533,750.00
(1) Pursuant to Rule 416, (a) this registration statement shall be deemed to
cover additional securities resulting from a split of, or a stock
dividend on, the registered securities and (b) the amount of
undistributed securities covered by this registration statement shall be
proportionately reduced if all securities of the same class as the
registered securities are combined by a reverse stock split into
a lesser amount of securities of the same class.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
as amended (the"Act"), based on the average of the high and low price
per share of the Common Stock on the American Stock Exchange on
August 7, 1996.
(3) In addition, pursuant to Rule 416(c) under the Act, this registration
statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by First National
Bankshares, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 filed pursuant to Section 13 of the Securities
Exchange Act of 1934;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 filed pursuant to Section 13 of the Securities
Exchange Act of 1934;
(c) The description of the Company's Common Stock ($2.50 par
value per share) set forth in Amendment No. 1 to the Company's Form S-14
Registration Statement (No. 002-76198) filed with the Commission on
March 5, 1982.
All reports filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall, except to the extent otherwise provided by Regulation S-K or
any other rule promulgated by the Commission, be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof 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.
Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in
part that a corporation may indemnify any person who was or is a party or
is threatened to be made a party to any action, suit, or proceeding, whether
civil, criminal, administrative, or investigative, including any action by or
in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee,
or agent of another business, foreign or nonprofit corporation, partnership,
joint venture, or other enterprise against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business
Corporation Law are not exclusive; however, no corporation may
indemnify any person for willful or intentional misconduct. A corporation
has the power to obtain and maintain insurance, or to create a form of
self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority
to indemnify the insured person against such liability.
Article VIII of the Company's Articles of Incorporation provides for
mandatory indemnification for directors and officers or former directors
and officers of the Company except as prohibited by law.
The Company maintains an insurance policy covering the liability
of its directors and officers for actions taken in their official capacity.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Incorp. by
Ref. to Exh.
Reg. or Form of Date of No. in
Description File No. Report Report Report
(4) Instruments defining the rights of
security holders
(a)(1) Articles of Incorporation 2-76198 10-K 12/31/82 3.3
(a)(2) Amendment to Articles dated
December 11, 1981
(a)(3) Amendment to the Articles
dated April 16, 1984
(a)(4) Amendment to the Articles
dated July 6, 1989
(a)(5) Amendment to the Articles
dated April 5, 1995
(b) Bylaws 2-76198 10-K 12/31/82 3.3
(5) Opinion of Correro Fishman Haygood
Phelps Weiss Walmsley &
Casteix, L.L.P.
(23.1) Consent of Deloitte & Touche LLP
(24) Powers of Attorney of directors of the
Company contained on page S-1 of the
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 the 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 and 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;
(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) 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 15(d) of the
Securities Exchange Act of 1934, which 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) 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 proceedings) 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 of 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.
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 City of Houma, State of
Louisiana, on July 25, 1996.
FIRST NATIONAL BANKSHARES, INC.
By: Jerome H. Mire
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerome H. Mire his true and lawful
attorney-in-fact and agent, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and 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 attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or
his substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
Kamal Abdelnour Director July 25, 1996
James J. Buquet, Jr. Chairman of the Board and July 25, 1996
Director
Hilton J. Michel, Jr. Director July 25, 1996
Calvin J. Ortego Director July 25, 1996
Russell J. Blanchard Principal Financial and July 25, 1996
Accounting Officer
Jerome H. Mire President, Chief Executive July 25, 1996
Officer and Director
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the First National Bank of Houma Retirement and Employee Benefits Committee
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Houma, State of
Louisiana, on July 25 , 1996.
FIRST NATIONAL BANK OF HOUMA
SALARY SAVINGS PLAN
Name: Melvin R. Camp, Jr.
Title: Senior Vice President & Trust Officer
EXHIBIT 5
Pursuant to Item 8(a) and (b), an opinion of counsel is omitted
(a) because no original issuance securities are being registered and
(b) because the Registrant has submitted the Plan and all amendments
thereto to the Internal Revenue Service ("IRS") in a timely matter and
has made all changes required by the IRS in order to qualify the Plan,
and the Registrant undertakes to submit to the IRS any further amendments
to the Plan in a timely manner and to make all changes required by the IRS
in order to qualify the Plan.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of First National Bankshares, Inc. on Form S-8 of our report dated
February 3, 1996 appearing in the Annual Report on Form 10-K of First
National Bankshares, Inc. for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
August 7, 1996
UNANIMOUS WRITTEN CONSENT OF DIRECTORS
The undersigned, being all the directors of First National
Bankshares, Inc., consent to the adoption of the following:
1. We consent to the adoption of the following resolutions:
RESOLVED, that any and all acts, proceedings and things
done or taken by the officers, employees, agents and representatives
of this Company in connection with (a) the registration under the
Securities Act of 1933, as amended, of 35,000 shares of this
Company's Common Stock ($2.50 Par Value) (the "Common
Stock"), and (b) the qualification of said shares for sale under the
laws of certain jurisdictions, be, and the same hereby are, in all
respects approved, adopted, ratified and confirmed; and
FURTHER RESOLVED, that Jerome H. Mire be, and he
hereby is, authorized to sign on behalf of the officers of this
Company, any amendments to the Form S-8 Registration Statement
being filed with the Securities and Exchange Commission with
respect to said 35,000 shares of Common Stock, said Jerome H.
Mire to act pursuant to a power of attorney granted to said person
by such officers.
2. We consent to the execution of this Unanimous Written Consent
of Directors in multiple counterparts and all of which, when taken together,
shall constitute one and the same document.
IN WITNESS WHEREOF, we have executed this consent as of the 25th
day of July, 1996.
Kamal Abdelnour
James J. Buquet, Jr.
Hilton J. Michel, Jr.
Calvin J. Ortego
Jerome H. Mire
