<PAGE> 1
As filed with the Securities and Exchange
Commission on November 19, 1997 Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
LSB BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1348147
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One LSB Plaza, Lexington, North Carolina 27292
(Address of principal executive offices)
LSB BANCSHARES, INC.
1996 OMNIBUS STOCK INCENTIVE PLAN
(Full title of the Plan)
----------
Robert F. Lowe
President and Chief Executive Officer
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
(910) 248-6500
(Name, address, and telephone number of agent for service)
With a copy to:
David E. Johnston, Esq.
Hunton & Williams
One NationsBank Plaza, Suite 2650
101 South Tryon Street
Charlotte, North Carolina 28280
(704) 378-4700
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(1) offering price(1) registration fee
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $5 par 250,000 shares $26.25 $6,562,500 $1,989
value per share
=========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $26.25 per
share, which was the average of the high and low prices of the Registrant's
Common Stock on November 17, 1997, as reported on the National Association of
Securities Dealers Automated Quotation National Market System.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with the Commission.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by LSB Bancshares, Inc. (the
"Registrant") with the Commission under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997.
(e) The Registrant's Current Report on Form 8-K dated March 14,
1997.
(f) The Registrant's Current Report on Form 8-K dated August 25,
1997, as amended by Form 8-K/A filed on October 27, 1997.
(g) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form 8-A dated
April 29, 1988 (as amended by Amendment No. 1 on Form 8, dated
October 30, 1991), and any other amendment or report filed for
the purpose of updating such description.
Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1996 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of the filing of such documents.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document that is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the
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case of conduct in his official capacity with the corporation, that his conduct
was in its best interests, and (b) in all other cases, that his conduct was at
least not opposed to its best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Moreover, unless limited by its articles of incorporation, a corporation must
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding. Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the specific case or
as authorized or required under any provision in the articles of incorporation
or bylaws or by any applicable resolution or contact upon receipt of an
undertaking by or on behalf of a director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation against such expenses. A director may also apply for court-ordered
indemnification under certain circumstances.
Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director, (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director, and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the statutes further provide that a corporation may, in its
articles of incorporation or bylaws, or by contract or resolution, indemnify or
agree to indemnify any one of its directors, officers, employees, or agents
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or on behalf of the corporation itself) arising out of
their status as such or their activities in any of the foregoing capacities;
provided, however, that 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. A corporation may likewise and to
the same extent indemnify or agree to indemnify any person who, at the request
of the corporation, is or was serving as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise or as a trustee or administrator under
an employee benefit plan. Any such provision for indemnification may also
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification and may further include provisions establishing reasonable
procedures for determining and enforcing the rights granted therein.
As permitted by North Carolina statutory provisions, Article 8 of the
bylaws of the Registrant provides as follows:
Section 1. Indemnification Provisions. Any person who at any
time serves or has served as a director or officer of the corporation
or of any wholly owned subsidiary of the corporation, or in such
capacity at the request of the corporation for any other foreign or
domestic corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under any employee benefit
plan of the corporation or of any wholly owned subsidiary thereof (a
"Claimant"), shall have the right to be indemnified and held harmless
by the corporation to the fullest extent from time to time permitted by
law against all liabilities and litigation expenses (as hereinafter
defined) in the event a claim shall be made or threatened against that
person in, or that person is made or threatened to be made a party to,
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, and whether
or not brought by or on behalf of the corporation, including all
appeals therefrom (a "proceeding"), arising out of that person's status
as such or that person's activities in any such capacity; provided,
that such indemnification shall not be effective with respect to (a)
that portion of any liabilities or litigation expenses with respect to
which the Claimant is entitled to receive payment under any insurance
policy or (b) any liabilities or litigation expenses incurred on
account of any of the Claimant's activities which at the time taken
known or believed by the Claimant to be clearly in conflict with the
best interests of the corporation.
Section 2. Definitions. As used in this Article, (a)
"liabilities" shall include, without limitation, (1) payments in
satisfaction of any judgment, money decree, excise tax, fine or penalty
for which Claimant had become liable in any proceeding and (2) payments
in settlement of any such proceeding subject, however, to Section 3 of
this Article; (b) "litigation expenses" shall include, without
limitation, (1) reasonable costs and expenses and attorneys' fees and
expenses actually incurred by the Claimant in connection with any
proceeding and (2) reasonable costs and expenses and attorneys' fees
and expenses in connection with the enforcement of rights to the
indemnification granted hereby or by applicable law, if
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such enforcement is successful in whole or in part; and (c)
"disinterested directors" shall mean directors who are not party to the
proceeding in question.
Section 3. Settlements. The corporation shall not be liable to
indemnify the Claimant for any amounts paid in settlement of any
proceeding effected without the corporation's written consent. The
corporation will not unreasonably withhold its consent to any proposed
settlement.
Section 4. Litigation Expense Advances.
(a) Except as provided in subsection (b) below, any litigation
expenses shall be advanced to any Claimant within 30 days of receipt by
the secretary of the corporation of a demand therefor, together with an
undertaking by or on behalf of the Claimant to repay to the corporation
such amount unless it is ultimately determined that Claimant is
entitled to be indemnified by the corporation against such expenses.
The secretary shall promptly forward notice of the demand and
undertaking immediately to all directors of the corporation.
(b) Within 10 days after mailing of notice to the directors
pursuant to subsection (a) above, any disinterested director may, if
desired, call a meeting of all disinterested directors to review the
reasonableness of the expenses so requested. No advance shall be made
if a majority of the disinterested directors affirmatively determines
that the item of expense is unreasonable in amount; but if the
disinterested directors determine that a portion of the expense item is
reasonable, the corporation shall advance such portion.
Section 5. Approval of Indemnification Payments. Except as
provided in Section 4 of this Article, the board of directors of the
corporation shall take all such action as may be necessary and
appropriate to authorize the corporation to pay the indemnification
required by Section 1 of this Article, including, without limitation,
making a good faith evaluation of the manner in which the Claimant
acted and of the reasonable amount of indemnity due the Claimant. In
taking any such action, any Claimant who is a director of the
corporation shall not be entitled to vote on any matter concerning such
Claimant's right to indemnification.
Section 6. Suits by Claimant. No Claimant shall be entitled to
bring suit against the corporation to enforce his rights under this
Article until sixty days after a written claim has been received by the
corporation, together with any undertaking to repay as required by
Section 4 of this Article. It shall be a defense to any such action
that the Claimant's liabilities or litigation expenses were incurred on
account of activities described in clause (b) of Section 1, but the
burden of proving this defense shall be on the corporation. Neither the
failure of the corporation to have made a determination prior to the
commencement of the action to the effect that indemnification of the
Claimant is proper in the circumstances, nor an actual determination by
the corporation that the Claimant had not met the standard of conduct
described in clause (b) of Section 1, shall be a defense to the action
or create a presumption that the Claimant has not met the applicable
standard of conduct.
Section 7. Consideration; Personal Representatives and Other
Remedies. Any person who during such time as this Article or
corresponding provisions of predecessor bylaws is or has been in effect
serves or has served in any of the aforesaid capacities for or on
behalf of the corporation shall be deemed to be doing so or to have
done so in reliance upon, and as consideration for, the right of
indemnification provided herein or therein. The right of
indemnification provided herein or therein shall inure to the benefit
of the legal representatives of any person who qualifies or would
qualify as a Claimant hereunder, and the right shall not be exclusive
of any other rights to which the person or legal representative may be
entitled apart from this Article.
Section 8. Scope of Indemnification Rights. The rights granted
herein shall not be limited by the provisions of Section 55-8-51 of the
General Statutes of North Carolina or any successor statute.
The indemnification provisions in the bylaws may be sufficiently broad
to permit indemnification of the Registrant's officers and directors for
liabilities arising under the Securities Act of 1933, as amended (the "1933
Act").
II-3
<PAGE> 6
As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant 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
capacities as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 LSB Bancshares, Inc. 1996 Omnibus Stock Incentive Plan
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
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 1933 Act;
(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 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 percent change in the maximum
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<PAGE> 7
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 (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8 or Form F-3; and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the 1933
Act, 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 the 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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
a that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the 1933 Act
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 Commission such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 1933 Act and will be governed by the final adjudication of such
issue.
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<PAGE> 8
SIGNATURES
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 Lexington, State of North Carolina, on the 17th day
of November, 1997.
LSB BANCSHARES, INC.
By: /s/ Robert F. Lowe
-------------------------------------
Robert F. Lowe
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby appoints Monty J. Oliver, Secretary, Treasurer and Chief
Financial Officer of the Registrant and Robert F. Lowe, Chairman of the Board,
President and Chief Executive Officer of the Registrant, each with full power of
substitution, each as attorney-in-fact to execute in their respective names on
their behalf individually, and in each capacity stated below, the Registration
Statement and one or more amendments (including post-effective amendments) to
the Registration Statement as the attorney-in-fact and to file any such
Registration Statement and any amendment to the Registration Statement with the
Securities and Exchange Commission.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Margaret Lee W. Crowell Director November 17, 1997
- ---------------------------
Margaret Lee W. Crowell
/s/ Robert F. Lowe Chairman of the Board, President November 17, 1997
- --------------------------- and Chief Executive Officer
Robert F. Lowe
Director November __, 1997
- ---------------------------
Roberts E. Timberlake
/s/ Julius S. Young, Jr. Director November 17, 1997
- ---------------------------
Julius S. Young, Jr.
/s/ Leonard H. Beck Director November 17, 1997
- ---------------------------
Leonard H. Beck
/s/ Samuel R. Harris Director November 17, 1997
- ---------------------------
Samuel R. Harris
/s/ David A. Smith Director November 17, 1997
- ---------------------------
David A. Smith
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Burr W. Sullivan Director November 17, 1997
- ---------------------------
Burr W. Sullivan
Director November __, 1997
- ---------------------------
Michael S. Albert
/s/ Peggy B. Barnhardt Director November 17, 1997
- ---------------------------
Peggy B. Barnhardt
/s/ Walter A. Hill Director November 17, 1997
- ---------------------------
Walter A. Hill
/s/ Robert B. Smith, Jr. Director November 17, 1997
- ---------------------------
Robert B. Smith, Jr.
/s/ Marvin D. Gentry Director November 17, 1997
- ---------------------------
Marvin D. Gentry
/s/ Lloyd G. Walter, Jr. Director November 17, 1997
- ---------------------------
Lloyd G. Walter, Jr.
/s/ Monty J. Oliver Secretary and Treasurer, November 17, 1997
- --------------------------- Chief Financial Officer
Monty J. Oliver (Chief Accounting Officer)
</TABLE>
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 4.2 of the
Registrant's Registration Statement on Form S-8, filed with
the Commission on November 17, 1992 (Commission File No.
33-54610))
4.2 Bylaws of the Registrant (incorporated herein by reference to
the Registrant's Annual Report on Form 10-K, dated February
13, 1996 (Commission File No. 0-11448))
4.3 LSB Bancshares, Inc. 1996 Omnibus Stock Incentive Plan
5 Opinion of Hunton & Williams
23.1 Consent of Hunton & Williams (included in Exhibit 5)
23.2 Consent of Turlington and Company, L.L.P.
24 Power of Attorney (included on signature page)
<PAGE> 1
EXHIBIT 4.3
LSB BANCSHARES, INC.
1996 OMNIBUS STOCK INCENTIVE PLAN
<PAGE> 2
ARTICLE I DEFINITIONS
1.01 ADMINISTRATOR...............................................1
1.02 AFFILIATE...................................................1
1.03 AGREEMENT...................................................1
1.04 BOARD.......................................................1
1.05 CODE........................................................1
1.06 COMMITTEE...................................................1
1.07 COMMON STOCK................................................1
1.08 COMPANY.....................................................1
1.09 CORRESPONDING SAR...........................................1
1.10 EXCHANGE ACT................................................1
1.11 FAIR MARKET VALUE...........................................1
1.12 INITIAL VALUE...............................................1
1.13 OPTION......................................................1
1.14 PARTICIPANT.................................................2
1.15 PLAN........................................................2
1.16 SAR.........................................................2
1.17 STOCK AWARD.................................................2
ARTICLE II PURPOSES
ARTICLE III ADMINISTRATION
ARTICLE IV ELIGIBILITY
ARTICLE V STOCK SUBJECT TO PLAN
5.01 SHARES ISSUED...............................................3
5.02 AGGREGATE LIMIT.............................................4
5.03 REALLOCATION OF SHARES......................................4
ARTICLE VI OPTIONS
6.01 AWARD.......................................................4
6.02 OPTION PRICE................................................4
6.03 MAXIMUM OPTION PERIOD.......................................4
6.04 NONTRANSFERABILITY..........................................5
6.05 TRANSFERABLE OPTIONS........................................5
6.06 EMPLOYEE STATUS.............................................5
6.07 EXERCISE....................................................5
6.08 PAYMENT.....................................................6
6.09 INSTALLMENT PAYMENT.........................................6
6.10 SHAREHOLDER RIGHTS..........................................7
6.11 DISPOSITION OF STOCK........................................7
ARTICLE VII SARS
7.01 AWARD.......................................................7
7.02 MAXIMUM SAR PERIOD..........................................7
7.03 NONTRANSFERABILITY..........................................7
7.04 TRANSFERABLE SARS...........................................8
7.05 EMPLOYEE STATUS.............................................8
7.06 EXERCISE....................................................8
7.07 SETTLEMENT..................................................8
i
<PAGE> 3
7.08 SHAREHOLDER RIGHTS..........................................8
ARTICLE VIII STOCK AWARDS
8.01 AWARD.......................................................9
8.02 VESTING.....................................................9
8.03 PERFORMANCE OBJECTIVES......................................9
8.04 EMPLOYEE STATUS.............................................9
8.05 SHAREHOLDER RIGHTS..........................................9
ARTICLE IX ADJUSTMENT UPON CHANGE IN COMMON STOCK
ARTICLE X COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
ARTICLE XI GENERAL PROVISIONS
11.01 EFFECT ON EMPLOYMENT AND SERVICE..........................11
11.02 UNFUNDED PLAN.............................................11
11.03 RULES OF CONSTRUCTION.....................................12
ARTICLE XII AMENDMENT
ARTICLE XIII DURATION OF PLAN
ARTICLE XIV EFFECTIVE DATE OF PLAN
ii
<PAGE> 4
ARTICLE I
DEFINITIONS
1.01. Administrator means the Committee and any delegate of the Committee that
is appointed in accordance with Article III.
1.02. Affiliate means any "subsidiary" or "parent" corporation (within the
meaning of Section 424 of the Code) of the Company.
1.03. Agreement means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms and
conditions of a Stock Award or an Option or SAR granted to such Participant.
1.04. Board means the Board of Directors of the Company.
1.05. Code means the Internal Revenue Code of 1986, and any amendments thereto.
1.06. Committee means the Stock Option and Compensation Committee of the Board.
1.07. Common Stock means the common stock, $5.00 par value per share, of the
Company.
1.08. Company means LSB Bancshares, Inc.
1.09. Corresponding SAR means an SAR that is granted in relation to a particular
Option and that can be exercised only upon the surrender to the Company,
unexercised, of that portion of the Option to which the SAR relates.
1.10. Exchange Act means the Securities Exchange Act of 1934, as amended.
1.11. Fair Market Value means, on any given date, the last sales price of a
share of Common Stock as reported on the NASDAQ National Market System. The
preceding sentence to the contrary notwithstanding, if the Common Stock is
listed upon any established stock exchange, the Fair Market Value on any given
day shall be the closing price of the Common Stock on such exchange. If the
Common Stock was not traded on the NASDAQ National Market System or on an
established stock exchange on such day, then the Fair Market Value is determined
with reference to the next preceding day that the Common Stock was so traded.
1.12. Initial Value means, with respect to an SAR, the Fair Market Value of one
share of Common Stock on the date of grant.
1.13. Option means a stock option that entitles the holder to purchase from the
Company a stated number of shares of Common Stock at the price set forth in an
Agreement.
1
<PAGE> 5
1.14. Participant means an employee of the Company or an Affiliate, including an
employee who is a member of the Board, who satisfies the requirements of Article
IV and is selected by the Administrator to receive a Stock Award, an Option, an
SAR or a combination thereof.
1.15. Plan means the LSB Bancshares, Inc. 1996 Omnibus Stock Incentive Plan.
1.16. SAR means a stock appreciation right that in accordance with the terms of
an Agreement entitles the holder to receive, with respect to each share of
Common Stock encompassed by the exercise of such SAR, the amount determined by
the Administrator and specified in an Agreement. In the absence of such a
determination, the holder shall be entitled to receive, with respect to each
share of Common Stock encompassed by the exercise of such SAR, the excess of the
Fair Market Value on the date of exercise over the Initial Value. References to
"SARs" include both Corresponding SARs and SARs granted independently of
Options, unless the context requires otherwise.
1.17. Stock Award means Common Stock awarded to a Participant under Article
VIII.
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and each Affiliate in
recruiting and retaining individuals with ability and initiative by enabling
such persons to participate in the future success of the Company and its
Affiliates and to associate their interests with those of the Company and its
shareholders. The Plan is intended to permit the grant of both Options
qualifying under Section 422 of the Code ("incentive stock options") and Options
not so qualifying, and the grant of SARs and Stock Awards. No Option that is
intended to be an incentive stock option shall be invalid for failure to qualify
as an incentive stock option. The proceeds received by the Company from the sale
of Common Stock pursuant to the Plan shall be used for general corporate
purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator. The Administrator
shall have authority to grant Stock Awards, Options and SARs upon such terms
(not inconsistent with the provisions of the Plan) as the Administrator may
consider appropriate. Such terms may include conditions (in addition to those
contained in the Plan) on the exercisability of all or any part of an Option or
SAR or on the transferability or forfeitability of a Stock Award.
Notwithstanding any such conditions, the Administrator may, in its discretion,
accelerate the time at which any Option or
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SAR may be exercised, or the time at which a Stock Award may become transferable
or nonforfeitable. In addition, the Administrator shall have complete authority
to interpret all provisions of the Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of the Plan. The express grant in the Plan of any specific power
to the Administrator shall not be construed as limiting any power or authority
of the Administrator. Any decision made, or action taken, by the Administrator
or in connection with the administration of the Plan shall be final and
conclusive. Neither the Administrator nor any member of the Committee shall be
liable for any act done in good faith with respect to the Plan or any Agreement,
Option, SAR or Stock Award. All expenses of administering the Plan shall be
borne by the Company.
The Committee, in its discretion, may delegate to one or more officers
of the Company or the Executive Committee of the Board, all or part of the
Committee's authority and duties with respect to grants and awards to
individuals who are not subject to the reporting and other provisions of Section
16 of the Exchange Act. The Committee may revoke or amend the terms of a
delegation at any time but such action shall not invalidate any prior actions of
the Committee's delegate or delegates that were consistent with the terms of the
Plan.
ARTICLE IV
ELIGIBILITY
Any employee of the Company or an Affiliate (including a corporation
that becomes an Affiliate after the adoption of the Plan) is eligible to
participate in the Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly or can be expected to
contribute significantly to the profits or growth of the Company or an
Affiliate. Directors of the Company who are employees of the Company or an
Affiliate may be selected to participate in the Plan. A member of the Committee
may not participate in the Plan during the time that his participation would
prevent the Committee from being "disinterested" for purposes of Securities and
Exchange Commission Rule 16b-3 as in effect from time to time.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued. Upon the award of shares of Common Stock pursuant to a
Stock Award, the Company may issue shares of Common Stock from its authorized
but unissued Common Stock. Upon the exercise of any Option or
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SAR, the Company may deliver to the Participant (or the Participant's broker if
the Participant so directs), shares of Common Stock from its authorized but
unissued Common Stock.
5.02. Aggregate Limit. The maximum aggregate number of shares of Common Stock
that may be issued under the Plan pursuant to the exercise of SARs and Options
and the grant of Stock Awards is 250,000 shares. The maximum aggregate number of
shares that may be issued under the Plan as Stock Awards is 125,000 shares. The
maximum aggregate number of shares that may be issued under the Plan and the
maximum number of shares that may be issued as Stock Awards shall be subject to
adjustment as provided in Article X.
5.03. Reallocation of Shares. If an Option is terminated, in whole or in part,
for any reason other than its exercise or the exercise of a Corresponding SAR
that is settled with Common Stock, the number of shares of Common Stock
allocated to the Option or portion thereof may be reallocated to other Options,
SARs and Stock Awards to be granted under the Plan. If an SAR is terminated, in
whole or in part, for any reason other than its exercise or the exercise of a
related Option, the number of shares of Common Stock allocated to the SAR or
portion thereof may be reallocated to other Options, SARs and Stock Awards to be
granted under the Plan.
ARTICLE VI
OPTIONS
6.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom an Option is to be granted and will
specify the number of shares of Common Stock covered by such awards.
6.02. Option Price. The price per share for Common Stock purchased on the
exercise of an Option shall be determined by the Administrator on the date of
grant; provided, however, that the price per share for Common Stock purchased on
the exercise of any Option shall not be less than eighty-five percent (85%) of
the Fair Market Value on the date the Option is granted. Notwithstanding the
preceding sentence, the price per share for Common Stock purchased on the
exercise of any Option that is an incentive stock option shall not be less than
the Fair Market Value on the date the Option is granted.
6.03. Maximum Option Period. The maximum period in which an Option may be
exercised shall be determined by the Administrator on the date of grant, except
that no Option that is an incentive stock option shall be exercisable after the
expiration of ten years from the date such Option was granted. The terms of any
Option that is an incentive stock option may provide that it is exercisable for
a period less than such maximum period.
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6.04. Nontransferability. Except as provided in Section 6.05, each Option
granted under the Plan shall be nontransferable except by will or by the laws of
descent and distribution. In the event of any such transfer, the Option and any
Corresponding SAR that relates to such Option must be transferred to the same
person or persons or entity or entities. Except as set forth in Section 6.05,
during the lifetime of the Participant to whom the Option is granted, the Option
may be exercised only by the Participant. No right or interest of a Participant
in any Option shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.
6.05. Transferable Options. Section 6.04 to the contrary notwithstanding, if the
Agreement provides, an Option that is not an incentive stock option may be
transferred by a Participant to the Participant's children, grandchildren,
spouse, one or more trusts for the benefit of such family members or a
partnership in which such family members are the only partners; provided,
however, that Participant may not receive any consideration for the transfer. In
addition to transfers described in the preceding sentence the Administrator may
grant Options that are not incentive stock options that are transferable on
other terms and conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time. The holder of an Option
transferred pursuant to this section shall be bound by the same terms and
conditions that governed the Option during the period that it was held by the
Participant. In the event of any such transfer, the Option and any Corresponding
SAR that relates to such Option must be transferred to the same person or
persons or entity or entities.
6.06. Employee Status. For purposes of determining the applicability of Section
422 of the Code (relating to incentive stock options), or in the event that the
terms of any Option provide that it may be exercised only during employment or
within a specified period of time after termination of employment, the
Administrator may decide to what extent leaves of absence for governmental or
military service, illness, temporary disability, or other reasons shall not be
deemed interruptions of continuous employment.
6.07. Exercise. Subject to the provisions of the Plan and the applicable
Agreement, an Option may be exercised in whole at any time or in part from time
to time at such times and in compliance with such requirements as the
Administrator shall determine; provided, however, that incentive stock options
(granted under the Plan and all plans of the Company and its Affiliates) may not
be first exercisable in a calendar year for stock having a Fair Market
(determined as of the date an Option is granted) exceeding $100,000. An Option
granted under the Plan may be exercised with respect to any number of whole
shares less than the full number for which the Option could be exercised. A
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with the
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Plan and the applicable Agreement with respect to the remaining shares subject
to the Option. The exercise of an Option shall result in the termination of any
Corresponding SAR to the extent of the number of shares with respect to which
the Option is exercised.
6.08. Payment. Unless otherwise provided by the Agreement, payment of the Option
price shall be made in cash or a cash equivalent acceptable to the
Administrator. If the Agreement provides, payment of all or part of the Option
price may be made by surrendering shares of Common Stock to the Company. If
Common Stock is used to pay all or part of the Option price, the sum of the cash
and cash equivalent and the Fair Market Value (determined as of the day
preceding the date of exercise) of the shares surrendered must not be less than
the Option price of the shares for which the Option is being exercised.
6.09. Installment Payment. If the Agreement provides, and if the Participant is
employed by the Company on the date the Option is exercised, payment of all or
part of the Option price may be made in installments. In that event the Company
shall lend the Participant an amount equal to not more than ninety percent (90%)
of the Option price of the shares acquired by the exercise of the Option. This
amount shall be evidenced by the Participant's promissory note and shall be
payable in not more than five equal annual installments, unless the amount of
the loan exceeds the maximum loan value for the shares purchased, which value
shall be established from time to time by regulations of the Board of Governors
of the Federal Reserve System. In that event, the note shall be payable in equal
quarterly installments over a period of time not to exceed five years. The
Administrator, however, may vary such terms and make such other provisions
concerning the unpaid balance of such purchase price in the case of hardship,
subsequent termination of employment, absence on military or government service,
or subsequent death of the Participant as in its discretion are necessary or
advisable in order to protect the Company, promote the purposes of the Plan and
comply with regulations of the Board of Governors of the Federal Reserve System
relating to securities credit transactions.
The Participant shall pay interest on the unpaid balance at the minimum
rate necessary to avoid imputed interest or original issue discount under the
Code. All shares acquired with cash borrowed from the Company shall be pledged
to the Company as security for the repayment thereof. In the discretion of the
Administrator, shares of stock may be released from such pledge proportionately
as payments on the note (together with interest) are made, provided the release
of such shares complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While shares are so
pledged, and so long as there has been no default in the installment
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payments, such shares shall remain registered in the name of the Participant,
and he shall have the right to vote such shares and to receive all dividends
thereon.
6.10. Shareholder Rights. No Participant shall have any rights as a shareholder
with respect to shares subject to his Option until the date of exercise of such
Option.
6.11. Disposition of Stock. A Participant shall notify the Company of any sale
or other disposition of Common Stock acquired pursuant to an Option that was an
incentive stock option if such sale or disposition occurs (i) within two years
of the grant of an Option or (ii) within one year of the issuance of the Common
Stock to the Participant. Such notice shall be in writing and directed to the
Secretary of the Company.
ARTICLE VII
SARS
7.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom SARs are to be granted and will specify
the number of shares covered by such awards. For purposes of the preceding
sentence, an Option and Corresponding SAR shall be treated as a single award. In
addition no Participant may be granted Corresponding SARs (under all incentive
stock option plans of the Company and its Affiliates) that are related to
incentive stock options which are first exercisable in any calendar year for
stock having an aggregate Fair Market Value (determined as of the date the
related Option is granted) that exceeds $100,000.
7.02. Maximum SAR Period. The maximum period in which an SAR may be exercised
shall be determined by the Administrator on the date of grant, except that no
Corresponding SAR that is related to an incentive stock option shall be
exercisable after the expiration of ten years from the date such related Option
was granted. The terms of any Corresponding SAR that is related to an incentive
stock option may provide that it is exercisable for a period less than such
maximum period.
7.03. Nontransferability. Except as provided in Section 7.04, each SAR granted
under the Plan shall be nontransferable except by will or by the laws of descent
and distribution. In the event of any such transfer, a Corresponding SAR and the
related Option must be transferred to the same person or persons or entity or
entities. Except as set forth in Section 7.04, during the lifetime of the
Participant to whom the SAR is granted, the SAR may be exercised only by the
Participant. No right or interest of a Participant in any SAR shall be liable
for, or subject to, any lien, obligation, or liability of such Participant.
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7.04. Transferable SARs. Section 7.03 to the contrary notwithstanding, the
Administrator may grant transferable SARs to the extent that, and on such terms
as may be permitted by, Securities Exchange Commission Rule 16b-3 as in effect
from time to time. In the event of any such transfer, Corresponding SAR and the
related Option must be transferred to the same person or person or entity or
entities. The holder of an SAR transferred pursuant to this section shall be
bound by the same terms and conditions that governed the SAR during the period
that it was held by the Participant.
7.05. Employee Status. If the terms of any SAR provide that it may be exercised
only during employment or within a specified period of time after termination of
employment, the Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment.
7.06. Exercise. Subject to the provisions of the Plan and the applicable
Agreement, an SAR may be exercised in whole at any time or in part from time to
time at such times and in compliance with such requirements as the Administrator
shall determine; provided, however, that a Corresponding SAR that is related to
an incentive stock option may be exercised only to the extent that the related
Option is exercisable and only when the Fair Market Value exceeds the option
price of the related Option. An SAR granted under the Plan may be exercised with
respect to any number of whole shares less than the full number for which the
SAR could be exercised. A partial exercise of an SAR shall not affect the right
to exercise the SAR from time to time in accordance with the Plan and the
applicable Agreement with respect to the remaining shares subject to the SAR.
The exercise of a Corresponding SAR shall result in the termination of the
related Option to the extent of the number of shares with respect to which the
SAR is exercised.
7.07. Settlement. At the Administrator's discretion, the amount payable as a
result of the exercise of an SAR may be settled in cash, Common Stock, or a
combination of cash and Common Stock. No fractional share will be deliverable
upon the exercise of an SAR but a cash payment will be made in lieu thereof.
7.08. Shareholder Rights. No Participant shall, as a result of receiving an SAR
award, have any rights as a shareholder of the Company or any Affiliate until
the date that the SAR is exercised and then only to the extent that the SAR is
settled by the issuance of Common Stock.
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ARTICLE VIII
STOCK AWARDS
8.01. Award. In accordance with the provisions of Article IV, the Administrator
will designate each individual to whom a Stock Award is to be made and will
specify the number of shares of Common Stock covered by such awards.
8.02. Vesting. The Administrator, on the date of the award, may prescribe that a
Participant's rights in the Stock Award shall be forfeitable or otherwise
restricted for a period of time or subject to such conditions as may be set
forth in the Agreement. If a Stock Award is forfeitable and non-transferable
upon its grant, the period of restriction shall be at least three years;
provided, however, that the minimum period of restriction shall be at least one
year in the case of a Stock Award that will become transferable and
nonforfeitable on account of the satisfaction of performance objectives
prescribed by the Administrator.
8.03. Performance Objectives. In accordance with Section 8.02, the Administrator
may prescribe that Stock Awards will become vested or transferable or both based
on objectives stated with respect to the Company's return on equity, earnings
per share, total earnings, earnings growth, return on capital, return on assets,
Fair Market Value or other criteria. If the Administrator, on the date of award,
prescribes that a Stock Award shall become nonforfeitable and transferable only
upon the attainment of performance objectives stated with respect to one or more
of the foregoing criteria, the shares subject to such Stock Award shall become
nonforfeitable and transferable only to the extent that the Administrator
certifies that such objectives have been achieved.
8.04. Employee Status. In the event that the terms of any Stock Award provide
that shares may become transferable and nonforfeitable thereunder only after
completion of a specified period of employment, the Administrator may decide in
each case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment.
8.05. Shareholder Rights. During the time a Stock Award is forfeitable, (in
accordance with the applicable Agreement and while the shares of Common Stock
granted pursuant to the Stock Award may be forfeited or are nontransferable), a
Participant will have all rights of a shareholder with respect to a Stock Award,
including the right to receive dividends and vote the shares; provided, however,
that during such period (i) a Participant may not sell, transfer, pledge,
exchange, hypothecate, or otherwise dispose of shares of Common Stock granted
pursuant to a Stock Award, (ii) the Company shall retain custody of the
certificates evidencing shares of Common Stock granted pursuant to a Stock
Award, and (iii) the Participant will deliver to the Company a stock power,
endorsed in blank, with respect to each Stock
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Award. The limitations set forth in the preceding sentence shall not apply after
the shares of Common Stock granted under the Stock Award are transferable and
are no longer forfeitable.
ARTICLE IX
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options, SARs and Stock Awards
may be granted under the Plan, the terms of outstanding Stock Awards, Options,
and SARs, and the per individual limitations on the number of shares or Units
for which Options, SARs, and Stock Awards may be granted, shall be adjusted as
the Committee shall determine to be equitably required in the event that (a) the
Company (i) effects one or more stock dividends, stock split-ups, subdivisions
or consolidations of shares or (ii) engages in a transaction to which Section
424 of the Code applies or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any determination made under
this Article IX by the Committee shall be final and conclusive.
The issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
maximum number of shares as to which Options, SARs and Stock Awards may be
granted, the per individual limitations on the number of shares for which
Options, SARs and Stock Awards may be granted or the terms of outstanding Stock
Awards, Options or SARs.
The Committee may make Stock Awards and may grant Options and SARs in
substitution for performance shares, phantom shares, stock awards, stock
options, stock appreciation rights, or similar awards held by an individual who
becomes an employee of the Company or an Affiliate in connection with a
transaction described in the first paragraph of this Article IX. Notwithstanding
any provision of the Plan (other than the limitation of Section 5.02), the terms
of such substituted Stock Awards or Option or SAR grants shall be as the
Committee, in its discretion, determines is appropriate.
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ARTICLE X
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock shall be issued,
no certificates for shares of Common Stock shall be delivered, and no payment
shall be made under the Plan except in compliance with all applicable federal
and state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company's shares may be
listed. The Company shall have the right to rely on an opinion of its counsel as
to such compliance. Any share certificate issued to evidence Common Stock when a
Stock Award is granted or for which an Option or SAR is exercised may bear such
legends and statements as the Administrator may deem advisable to assure
compliance with federal and state laws and regulations. No Option or SAR shall
be exercisable, no Stock Award shall be granted, no Common Stock shall be
issued, no certificate for shares shall be delivered, and no payment shall be
made under the Plan until the Company has obtained such consent or approval as
the Administrator may deem advisable from regulatory bodies having jurisdiction
over such matters.
ARTICLE XI
GENERAL PROVISIONS
11.01. Effect on Employment and Service. Neither the adoption of the Plan, its
operation, nor any documents describing or referring to the Plan (or any part
thereof) shall confer upon any individual any right to continue in the employ or
service of the Company or an Affiliate or in any way affect any right and power
of the Company or an Affiliate to terminate the employment or service of any
individual at any time with or without assigning a reason therefor.
11.02. Unfunded Plan. The Plan, insofar as it provides for grants, shall be
unfunded, and the Company shall not be required to segregate any assets that may
at any time be represented by grants under the Plan. Any liability of the
Company to any person with respect to any grant under the Plan shall be based
solely upon any contractual obligations that may be created pursuant to the
Plan. No such obligation of the Company shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of the Company.
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11.03. Rules of Construction. Headings are given to the articles and sections of
the Plan solely as a convenience to facilitate reference. The reference to any
statute, regulation, or other provision of law shall be construed to refer to
any amendment to or successor of such provision of law.
ARTICLE XII
AMENDMENT
The Board may amend or terminate the Plan from time to time; provided,
however, that no amendment may become effective until shareholder approval is
obtained if (i) the amendment increases the aggregate number of shares of Common
Stock that may be issued under the Plan, (ii) the amendment changes the class of
individuals eligible to become Participants or (iii) the amendment materially
increases the benefits that may be provided under the Plan. No amendment shall,
without a Participant's consent, adversely affect any rights of such Participant
under any outstanding Stock Award, Option, or SAR outstanding at the time such
amendment is made.
ARTICLE XIII
DURATION OF PLAN
No Stock Award, Option or SAR may be granted under the Plan after
January 8, 2006. Stock Awards, Options, and SARs granted before that date shall
remain valid in accordance with their terms.
ARTICLE XIV
EFFECTIVE DATE OF PLAN
Options and SARs may be granted under the Plan upon its adoption by the
Board, provided that no Option or SAR shall be effective or exercisable unless
the Plan is approved by a majority of the votes of the Company's shareholders,
voting either in person or by proxy, present, or represented, and entitled to
vote, at a duly held shareholders' meeting within twelve months of such
adoption. Stock Awards may be granted under the Plan upon the later of its
adoption by the Board or its approval by shareholders in accordance with the
preceding sentence.
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EXHIBIT 5
Hunton & Williams
One NationsBank Plaza
101 South Tryon Street
Suite 2650
Charlotte, NC 28280
November 19, 1997
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
Re: LSB Bancshares, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for LSB Bancshares, Inc., a North Carolina
corporation ("LSB"), in connection with registration under the Securities Act of
1933, as amended, on a Registration Statement on Form S-8 (the "Registration
Statement") of 250,000 shares of common stock of LSB, par value $5.00 per share
("LSB Stock"), that may be issued under the LSB Bancshares, Inc. 1996 Omnibus
Stock Incentive Plan (the "Plan"), which has been filed as an Exhibit to the
Registration Statement.
As counsel, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of the Plan and such
other documents, corporate records, certificates and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In rendering the opinion expressed below, we have assumed (i)
the authenticity and conformity to the original documents of all documents
submitted to us as certified, conformed, facsimile or photographic copies, and
the genuineness of all signatures on all documents, and (ii) the correctness and
completeness of all documents and certificates of all public officials.
Based on the foregoing, we are of the opinion that the shares of LSB
Stock that may be issued by LSB under the Plan have been duly authorized by all
necessary corporate action, and, upon issuance in accordance with the terms of
the Plan, will be legally and validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to reference to our name in the Registration
Statement.
Very truly yours,
/s/ Hunton & Williams
HUNTON & WILLIAMS
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
LSB Bancshares, Inc.
We consent to the use of our report incorporated by reference in the
Registration Statement on Form S-8 filed by LSB Bancshares, Inc. to register
250,000 shares of its common stock that may be issued under the LSB Bancshares,
Inc. 1996 Omnibus Stock Incentive Plan.
/s/ Robert T. Oates
----------------------------
Turlington & Company, L.L.P.
Lexington, North Carolina
November 19, 1997
