<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
LSB BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
NORTH CAROLINA 56-1348147
(State or other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
</TABLE>
ONE LSB PLAZA
LEXINGTON, NORTH CAROLINA 27292
(336) 248-6500
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
---------------------
ROBERT F. LOWE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LSB BANCSHARES, INC.
ONE LSB PLAZA
LEXINGTON, NORTH CAROLINA 27292
(336) 248-6500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
---------------------
COPIES TO:
DAVID E. JOHNSTON, ESQ.
HUNTON & WILLIAMS
ONE NATIONSBANK PLAZA, SUITE 2650
101 SOUTH TRYON STREET
CHARLOTTE, NORTH CAROLINA 28280
(704) 378-4700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $5
per share............... 47,301 $20.375 $963,758 $285
=========================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933 (the "Securities
Act"), the number of securities registered hereby includes an undetermined
number of shares resulting from any stock splits, stock dividends, or
similar transactions relating to the registered securities.
(2) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices of the common stock of the
registrant reported on the Nasdaq National Market System on June 23, 1998,
pursuant to Rule 457(c) under the Securities Act.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE TIME 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
47,301 SHARES
LSB BANCSHARES, INC.
COMMON STOCK
LSB Bancshares, Inc. ("LSB") hereby registers up to 47,301 shares (the
"Shares") of its Common Stock, $5.00 par value (the "Common Stock"), for the
account of certain selling shareholders (the "Selling Shareholders") in
connection with the proposed resale by the Selling Shareholders of 47,301 Shares
issuable upon the exercise of certain warrants held by such Selling
Shareholders. LSB is a bank holding company that owns all of the outstanding
shares of Lexington State Bank ("LSB Bank"), a North Carolina bank corporation
that operates a full-service commercial bank and trust business through 21
offices located in Davidson, Forsyth and Stokes counties in North Carolina.
LSB will not receive any of the proceeds from the sale of the Shares by the
Selling Shareholders.
LSB will pay all of the expenses of this offering, except that the Selling
Shareholders will bear the cost of any brokerage commissions or discounts
incurred in connection with the sale of the Shares and related legal expenses.
The Shares may be sold by the Selling Shareholders directly or through
underwriters, dealers or agents in market transactions or in privately
negotiated transactions. See "Plan of Distribution."
The Common Stock is included for trading on the Nasdaq National Market
under the symbol "LXBK." On June 23, 1998, the last reported sales price of the
Common Stock on the Nasdaq National Market was $20.00 per share.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSITS, SAVINGS ACCOUNTS, OR OTHER
OBLIGATIONS OF A DEPOSITORY INSTITUTION AND ARE NOT INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY. THE SECURITIES ARE NOT OBLIGATIONS OF NOR ARE THE SECURITIES
GUARANTEED BY LEXINGTON STATE BANK OR LSB BANCSHARES, INC. THE SECURITIES ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.
---------------------
No dealer, salesperson or other person is authorized to give any
information or to make any representation not contained or incorporated by
reference into this Prospectus and, if given or made, such information or
representation should not be relied upon as having been authorized by LSB or any
other person. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction to any person
to whom it is not lawful to make any such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus shall, under any
circumstances, create an implication that there has been no change in the
affairs of LSB since the date of this Prospectus.
THE DATE OF THIS PROSPECTUS IS JUNE , 1998.
<PAGE> 3
AVAILABLE INFORMATION
LSB has filed a Registration Statement on Form S-3 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of which this Prospectus constitutes a part.
This Prospectus omits certain information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and the
exhibits thereto for further information about LSB and the securities offered
hereby. Statements contained herein regarding the provisions of documents filed
as exhibits to the Registration Statement are not necessarily complete, and each
such statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission. The Registration Statement, and
the exhibits thereto, may be inspected and copied at prescribed rates at the
Commission's public reference facilities at the addresses indicated below.
LSB is subject to the reporting requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and, in accordance therewith, is
required to file reports, proxy and information statements, and other
information with the Commission. Copies of such reports, proxy and information
statements, and other information can be obtained, at prescribed rates, from the
Commission by addressing written requests for such copies to the Public
Reference Section at the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549. In addition, such reports, proxy and information
statements, and other information can be inspected at the public reference
facilities referred to above and at the regional offices of the Commission at 7
World Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission maintains a Web site on the Internet at "http://www.sec.gov" that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, including
LSB. The shares of LSB Common Stock are included on the Nasdaq National Market
("Nasdaq"), and reports, proxy and information statements, and other information
concerning LSB also may be inspected at the offices of Nasdaq, 1735 K Street,
N.W., Washington, D.C. 20006.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents previously filed with the Commission by LSB
(Commission File No.: 0-11448) pursuant to the Exchange Act are hereby
incorporated by reference herein:
(a) LSB's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) LSB's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998;
(c) LSB's Current Report on Form 8-K dated February 11, 1998; and
(d) The description of LSB Common Stock contained in LSB's
Registration Statement on Form 8-A filed February 2, 1988, under the
Exchange Act and any other amendment or report filed for the purpose of
updating such description.
All documents filed by LSB pursuant to Sections 13(a), 13(c), 14, or 15(d)
of the Exchange Act after the date of this Prospectus, but prior to the
termination of the offering to which this Prospectus relates, shall be deemed to
be incorporated herein by reference and such documents will be deemed to be a
part hereof from the date of 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 hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part hereof, except as so modified or superseded.
LSB will provide without charge, upon the written or oral request of any
person, including any beneficial owner, to whom this Prospectus is delivered a
copy of any and all information (excluding certain exhibits) relating to LSB
that has been incorporated by reference in the Registration Statement. Such
requests should be directed to Monty J. Oliver, Secretary and Treasurer, LSB
Bancshares, Inc., One LSB Plaza, Lexington, North Carolina 27292 (telephone
(336) 248-6500).
2
<PAGE> 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus (and the exhibits filed with the Registration Statement
that contains this Prospectus) and all documents incorporated herein contain
certain forward-looking statements with respect to the financial condition,
results of operations and business of LSB. In addition, LSB may from time to
time make written or oral "forward-looking statements," including statements
contained in LSB's filings with the Commission, in its reports to shareholders
and in other communications by LSB, which are made in good faith pursuant to the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995.
These forward-looking statements involve risks and uncertainties, such as
statements of LSB's plans, objectives, expectations, estimates and intentions,
that are subject to change based on various important factors (some of which are
beyond LSB's control). The following factors, among others, could cause LSB's
financial performance to differ materially from the plans, objectives,
expectations, estimates and intentions expressed in such forward-looking
statements: significantly increased competitive pressures in the banking
industry; the ability to successfully integrate acquisitions; the strength of
the United States economy in general and the strength of the local economies in
which LSB conducts operations; the effects of, and changes in, trade, monetary
and fiscal policies and laws, including interest rate policies of the Board of
Governors of the Federal Reserve System; inflation, interest rate, market and
monetary fluctuations; the timely development of and acceptance of new products
and services of LSB and the perceived overall value of these products and
services by users, including the features, pricing and quality compared to
competitors' products and services; the willingness of users to substitute
competitors' products and services for LSB's products and services; the success
of LSB in gaining regulatory approval of its products and services, when
required; the impact of changes in financial services laws and regulations
(including laws concerning taxes, banking, securities and insurance);
technological changes; changes in consumer spending and saving habits; changes
in the securities markets; and the success of LSB at managing the risks involved
in the foregoing.
LSB cautions that the foregoing list of important factors is not exclusive.
LSB does not undertake to update any forward-looking statement, whether written
or oral, that may be made from time to time by or on behalf of LSB.
LSB BANCSHARES, INC.
LSB, a North Carolina corporation, is a bank holding company registered
with the Federal Reserve under the federal Bank Holding Company Act of 1956, as
amended (the "BHC Act."). LSB owns all of the outstanding shares of LSB Bank, a
North Carolina bank corporation. LSB, through LSB Bank and its subsidiaries,
offers a full range of financial services through 21 banking offices located in
Davidson, Forsyth and Stokes counties in North Carolina. As of March 31, 1998,
LSB had total consolidated assets of approximately $639.6 million, total
consolidated deposits of approximately $525.6 million, and total consolidated
shareholders' equity of approximately $68.4 million.
LSB Bank is a North Carolina bank with deposits insured by the Bank
Insurance Fund of the Federal Deposit Insurance Corporation. LSB Bank offers a
wide range of financial services related to commercial banking, savings and
trusts, including the acceptance of deposits, corporate cash management,
discount brokerage, IRA plans, secured and unsecured loans and trust functions.
LSB Bank has two wholly-owned non-bank subsidiaries: Peoples Finance Company of
Lexington, Inc. ("Peoples Finance") and LSB Financial Services, Inc. ("LSB
Financial Services"). Peoples Finance is a finance company licensed under the
laws of the State of North Carolina that offers secured and unsecured loans to
individuals up to a maximum of $10,000, as well as dealer originated loans. LSB
Financial Services is a North Carolina corporation that offers a full range of
uninsured, nondeposit investment products, including mutual funds, annuities,
stocks and bonds.
The principal executive offices of LSB and LSB Bank are located at One LSB
Plaza, Lexington, North Carolina 27292, and its telephone number at such address
is (336) 248-6500. Additional information with respect to LSB and its
subsidiaries is included in the documents incorporated by reference in this
Prospectus. See "Available Information" and "Documents Incorporated by
Reference."
3
<PAGE> 5
USE OF PROCEEDS
LSB will not receive any of the proceeds from the sale of the Shares being
offered by the Selling Shareholders. LSB will pay all expenses incurred in
connection with the public offering of the Shares. The Selling Shareholders will
pay all transaction costs associated with effecting any sales of the Shares that
occur. If the warrants held by the Selling Shareholders are exercised, in whole
or part, LSB would receive proceeds from such exercise in the amount of $7.75
per share of Common Sock so purchased, up to a maximum of approximately $366,583
upon exercise of all such warrants held by the Selling Shareholders. LSB intends
to use such proceeds, if any, for general working capital and corporate
purposes.
SELLING SHAREHOLDERS
The following table sets forth the number of Shares of Common Stock being
registered under the Registration Statement (of which this Prospectus is a part)
on behalf of the Selling Shareholders and certain information regarding the
Selling Shareholders.
<TABLE>
<CAPTION>
BENEFICIAL
OWNERSHIP BENEFICIAL
PRIOR TO THE OWNERSHIP
OFFERING NUMBER OF SHARES AFTER THE OFFERING
---------------- TO BE SOLD ------------------
NAME OF BENEFICIAL OWNER SHARES PERCENT IN THE OFFERING SHARES PERCENT
- ------------------------ ------ ------- ---------------- ------- --------
<S> <C> <C> <C> <C> <C>
Gerald H. Long.................................. 15,960 * 15,960 -- --
Joseph H. Sherrill.............................. 10,962 * 9,674 1,288 *
Charles W. Chatham.............................. 9,287 * 9,287 -- --
John B. Bondurant............................... 6,599 * 4,643 1,956 *
Frederick Joyner................................ 19,216 * 3,095 16,121 *
John S. Huffstetler, Sr......................... 5,347 * 1,160 4,187 *
Arthur S. Solomon............................... 4,383 * 1,160 3,223 *
William H. Maynard, Jr.......................... 1,160 * 1,160 -- --
John F. Huffstetler, Jr......................... 1,667 * 697 970 *
S. Michael Huffstetler.......................... 2,396 * 465 1,931 *
</TABLE>
- ---------------
* Less than one percent (1%).
PLAN OF DISTRIBUTION
The Selling Shareholders have advised LSB that they may from time to time
sell all or a portion of the Shares offered hereby in one or more transactions
in the over-the-counter market, on the Nasdaq National Market, on any exchange
on which the Common Stock may then be listed, in negotiated transactions or
otherwise, or a combination of such methods of sale, at market prices prevailing
at the time of sale or prices related to such prevailing market prices, or at
negotiated prices. The Selling Shareholders may effect such transactions by
selling the Shares to or through broker-dealers, and such broker-dealers may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or purchasers of the Shares for
whom they may act as agent (which compensation may be in excess of customary
commissions). In connection with such sales, the Selling Shareholders and any
broker-dealers or agents participating in such sales may be deemed to be
underwriters as that term is defined under the Securities Act and any discount
or commission received by them and any profit on the resale of shares as
principals would be deemed to be underwriting discounts or commissions under the
Securities Act. Neither LSB nor the Selling Shareholders can estimate at the
present time the amount of commissions or discounts, if any, that will be paid
by the Selling Shareholders on account of their sales of the Shares from time to
time.
LSB will pay certain expenses in connection with this offering, estimated
to be approximately $20,000, but will not pay for any underwriting commissions
and discounts, if any, or counsel fees or other expenses of the Selling
Shareholders.
4
<PAGE> 6
EXPERTS
The consolidated financial statements of LSB Bancshares, Inc. and
subsidiaries as of December 31, 1997, 1996 and 1995, and for each of the years
in the three-year period ended December 31, 1997, have been incorporated by
reference herein and in the Registration Statement in reliance upon the report
of Turlington and Company, L.L.P., independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
LEGAL MATTERS
The legality of the shares of Common Stock being offered hereby will be
passed upon by Hunton & Williams, Charlotte, North Carolina.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the offering of the securities to which
this Registration Statement relates, which will be borne by LSB, are set forth
below. With the exception of the Securities and Exchange Commission ("SEC") and
National Association of Securities Dealers, Inc. ("NASDAQ") filing fees, all
amounts represent the best estimate of LSB.
<TABLE>
<CAPTION>
AMOUNT
-------
<S> <C>
SEC registration fee........................................ $ 285
NASDAQ listing fee.......................................... 2,000
Legal fees and expenses (including Blue Sky fees)........... 15,000
Printing expenses........................................... 1,000
Miscellaneous............................................... 1,715
-------
Total............................................. $20,000
=======
</TABLE>
ITEM 15. 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 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,
II-1
<PAGE> 8
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 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
II-2
<PAGE> 9
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.
As permitted by applicable statutes, the Registrant has purchased a
standard director and officer liability insurance policy that 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.
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 1933 Act.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Form of Certificate of Warrant issued to each of the Selling
Shareholders.
5.1 -- Form of Opinion of Hunton & Williams regarding the validity
of the securities being registered.
23.1 -- Consent of Turlington and Company, L.L.P., independent
certified public accountants for LSB Bancshares, Inc.
23.2 -- Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature page hereof).
</TABLE>
ITEM 17. 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 to include
any material information with respect to the plan of distribution not
II-3
<PAGE> 10
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered 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 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 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 Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 June 25, 1998.
LSB BANCSHARES, INC.
By: /s/ ROBERT F. LOWE
------------------------------------
Robert F. Lowe
Chairman of the Board,
President and Chief Executive
Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert F. Lowe and Monty J. Oliver, and each of
them (with full power each to act alone), as his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement and to file the same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ MARGARET LEE W. CROWELL Director June 25, 1998
- -----------------------------------------------------
Margaret Lee W. Crowell
/s/ ROBERT F. LOWE Chairman of the Board, June 25, 1998
- ----------------------------------------------------- President and Chief
Robert F. Lowe Executive Officer
/s/ ROBERTS E. TIMBERLAKE Director June 25, 1998
- -----------------------------------------------------
Roberts E. Timberlake
/s/ JULIUS S. YOUNG, JR. Director June 25, 1998
- -----------------------------------------------------
Julius S. Young, Jr.
/s/ LEONARD H. BECK Director June 25, 1998
- -----------------------------------------------------
Leonard H. Beck
/s/ SAMUEL R. HARRIS Director June 25, 1998
- -----------------------------------------------------
Samuel R. Harris
/s/ DAVID A. SMITH Director June 25, 1998
- -----------------------------------------------------
David A. Smith
/s/ BURR W. SULLIVAN Director June 25, 1998
- -----------------------------------------------------
Burr W. Sullivan
/s/ PEGGY B. BARNHARDT Director June 25, 1998
- -----------------------------------------------------
Peggy B. Barnhardt
</TABLE>
II-5
<PAGE> 12
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WALTER A. HILL Director June 25, 1998
- -----------------------------------------------------
Walter A. Hill
/s/ ROBERT B. SMITH, JR. Director June 25, 1998
- -----------------------------------------------------
Robert B. Smith, Jr.
/s/ MICHAEL S. ALBERT Director June 25, 1998
- -----------------------------------------------------
Michael S. Albert
/s/ MARVIN D. GENTRY Director June 25, 1998
- -----------------------------------------------------
Marvin D. Gentry
Director June __, 1998
- -----------------------------------------------------
Lloyd G. Walter, Jr.
/s/ MONTY J. OLIVER Secretary and Treasurer, June 25, 1998
- ----------------------------------------------------- Chief Financial Officer
Monty J. Oliver (Chief Accounting Officer)
</TABLE>
II-6
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <C> <S>
4.1 -- Form of Certificate of Warrant issued to each of the Selling
Shareholders.
5.1 -- Form of Opinion of Hunton & Williams regarding the validity
of the securities being registered.
23.1 -- Consent of Turlington and Company, L.L.P., independent
certified public accountants for LSB Bancshares, Inc.
23.2 -- Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature page hereof).
</TABLE>
<PAGE> 1
EXHIBIT 4.1
CERTIFICATE
OF
WARRANT
("WARRANT")
OF
LSB BANCSHARES, INC.
NO. ______ WARRANT TO PURCHASE
SHARES
of Common Stock ($5.00 par value)
This is to certify that [Name] is the registered owner (the "Owner") of
this Warrant, which entitles the Owner to purchase at any time after April 16,
1990 and prior to 4:00 P.M. Eastern Time on April 16, 2000, at the principal
office of LSB Bancshares, Inc., a North Carolina bank holding company (the
"Corporation"), and its successors, all or a portion of the number of shares set
forth above of fully paid and nonassessable common stock of the Corporation, par
value Five Dollars ($5.00) per share ("Share"), at a purchase price of $7.75 per
Share ("Purchase Price"). This Warrant shall be exercisable upon presentation
and surrender of this Certificate of Warrant with a written notice of election
to purchase, duly executed by the Owner, and accompanied by payment of the
Purchase Price of each Share purchased either in cash or by certified or
official bank check payable to the order of the Corporation.
IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed
by its duly authorized officer as evidenced by his signature or facsimile
signature and it has caused the corporate seal to be hereunto affixed.
Issued this ____ day of ______________, 19__.
LSB BANCSHARES, INC.
By:
--------------------------------------
Title:
--------------------------------------
Attest:
- -------------------------------------------------
Title:
------------------------------------------------
(SEAL)
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF HUNTON & WILLIAMS, CHARLOTTE, NC]
[FORM OF LEGAL OPINION]
June , 1998
LSB Bancshares, Inc.
One LSB Plaza
Lexington, North Carolina 27292
Re: LSB Bancshares, Inc.
Registration Statement on Form S-3 (File No. 333- )
Gentlemen:
We have acted as counsel for LSB Bancshares, Inc., a North Carolina
corporation ("LSB"), and Lexington State Bank, a North Carolina chartered bank
and a wholly-owned subsidiary of LSB ("LSB Bank"), in connection with the
preparation of a Registration Statement on Form S-3 filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Registration Statement"), relating to 47,301 shares of common stock of LSB, par
value $5.00 per share ("LSB Stock"), to be issued to certain persons upon the
exercise of warrants held by such persons and to be sold by such persons (the
"Selling Shareholders") pursuant to the Registration Statement.
As counsel, we have examined and relied upon the originals, or copies
certified to our satisfaction, of the certificate of warrant issued to each of
the Selling Shareholders and such other documents, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinions expressed below. As to any facts material to our opinion
expressed below, we have relied upon the representations, warranties and
certificates of corporate officers of LSB and LSB Bank. In rendering the
opinions 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
to be issued by LSB to the Selling Shareholders and sold by such Selling
Shareholders have been duly authorized by all necessary corporate action, and,
upon their issuance and upon their sale, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
Prospectus that forms a part of the Registration Statement.
Very truly yours,
HUNTON & WILLIAMS
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use of our report incorporated herein by reference and
the reference to our firm under the heading "Experts" in the Registration
Statement as filed with the Securities and Exchange Commission.
Turlington and Company, L.L.P.
Lexington, North Carolina
June 25, 1998
