As filed with the Securities and Exchange Commission on August 14, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
CCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1347849
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
111 Corcoran Street
Durham, North Carolina 27701
(Address of principal executive offices, including Zip Code)
_________________________
OMNI CAPITAL GROUP, INC.
1988 DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
_________________________
ERNEST C. ROESSLER
CCB Financial Corporation
Post Office Box 931
Durham, North Carolina 27702
(919) 683-7777
(Name and address of agent for service)
Copy to:
Anthony Gaeta, Jr., Esq.
Ward and Smith, P.A.
Two Hannover Square, Suite 2400
Post Office Box 2091
Raleigh, North Carolina 27602-2091
(919) 836-1800
_________________________
CALCULATION OF REGISTRATION FEE (1)
Proposed Proposed Amount of
Title of Amount to be Maximum Maximum Registration
Securities Registered Offering Aggregate Fee(1)
to be Price Offering
Registered Per Share Price
Common
Stock, 3,533 $15.34 $54,196.22 $18.68
$5 par
value
(1) The shares of Common Stock are being offered to eligible directors
of Registrant and its direct and indirect subsidiaries pursuant to
options granted in accordance with the terms of the Omni Capital
Group, Inc. 1988 Directors' Non-Qualified Stock Option Plan (the
"Plan") adopted by Registrant in connection with its acquisition of
Security Capital Bancorp. Pursuant to Rule 457(h), the Aggregate
Offering Price and the Registration Fee have been calculated on the
basis of the maximum number of shares to be issued under the Plan
and an Offering Price equal to the price at which the shares may be
purchased pursuant to the Plan upon the exercise of the options.
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by Registrant with the
Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference:
(i) Registrant's Annual Report on Form 10-K
(Commission File No. 0-12358) for the year ended December 31,
1994;
(ii) Registrant's Current Report on Form 8-K
dated May 19, 1995 and two Current Reports on Form 8-K both dated
July 17, 1995.
(iii) Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.
In addition, all documents subsequently filed with the
Commission by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that all
securities being offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the
dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Registrant is incorporated under the laws of the State of
North Carolina. North Carolina's Business Corporation Act (the
"BCA") contains provisions prescribing the extent to which
directors and officers of a corporation shall or may be
indemnified.
The BCA permits a corporation, with certain exceptions, to
indemnify a current or former officer or director against
liability if he acted in good faith and he reasonably believed
(i) in the case of conduct in his official capacity with the
corporation, that his conduct was in its best interests, (ii) in
all other cases, that his conduct was at least not opposed to its
best interests and (iii) with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify him in connection with
a proceeding by or in the right of the corporation in which he
was adjudged liable to the corporation or in connection with any
<PAGE>
other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit
was improperly received by him unless and only to the extent that
the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of
liability, but in view of all the circumstances of the case, he
is fairly and reasonably entitled to indemnity for such
reasonable expenses incurred which the court shall deem proper.
The BCA requires a corporation to indemnify an officer or
director in the defense of any proceeding to which he was a party
against reasonable expenses to the extent that he is wholly
successful on the merits or otherwise in his defense.
Indemnification under the BCA generally shall be made by the
corporation only upon a determination that indemnification of the
director or officer was proper under the circumstances because he
met the applicable standard of conduct. Such determination may
be made by (i) the Board of Directors by a majority vote of a
quorum consisting of directors who are not parties to such
proceeding, (ii) if such a quorum is not obtainable, by majority
vote of a committee duly designated by the Board of Directors
consisting solely of two or more directors not at the time party
to such proceeding, (iii) if such quorum is not obtainable, or,
even if obtainable if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iv) by the stockholders of the corporation.
The BCA permits a corporation to provide for indemnification of
directors and officers in its Articles of Incorporation or Bylaws
or by contract or otherwise, against liability in various
proceedings, and to purchase and maintain insurance policies on
behalf of these individuals. The Articles of Incorporation of
the Registrant provide for the elimination of the personal
liability for monetary damages for certain breaches of fiduciary
duty and the Bylaws of the Registrant provide for the
indemnification of directors and officers to the maximum extent
permitted by North Carolina law.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated
herein by reference as part of this Registration Statement:
4 Specimen of Registrant's Common Stock
certificate (incorporated by reference to Exhibit 4 of
Registrant's Registration Statement on Form S-8 dated
April 19, 1993).
5 Opinion of Ward and Smith, P.A. as to the
legality of the securities being registered (filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed
herewith).
23.2 Consent of Ward and Smith, P.A. (contained in
its opinion filed herewith as Exhibit 5).
24 Power of Attorney (filed herewith).
99 Copy of Omni Capital Group, Inc. 1988
Directors' Non-Qualified Stock Option Plan (filed
herewith).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in
which offers or sales are being made, a post-
effective amendment to this Registration
Statement:
(i) to include any
Prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the
Prospectus any facts or events arising
after the effective date of the
Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the
Registration Statement;
(iii) to include any
material information with respect to the
plan of distribution not previously
disclosed in the Registration Statement
or any material change to such
information in the Registration
Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for purposes 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.
<PAGE>
(3) To remove from registration by
means of a post-effective amendment any of the
securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 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.
<PAGE>
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 Durham, State of North Carolina, on August 10, 1995.
CCB Financial Corporation
(Registrant)
By:*/s/ Ernest C. Roessler
Ernest C. Roessler
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 date indicated.
Signature Title Date
*/s/Ernest C. Roessler Vice Chairman, August 10, 1995
Ernest C. Roessler President and
Director
(Principal
Executive
Officer)
/s/W. Harold Parker, Jr. Senior Vice August 10, 1995
W. Harold Parker, Jr. President and
Controller
(Principal
Financial and
Accounting
Officer)
*/s/W. L. Burns, Jr. Chairman of the August 9, 1995
W. L. Burns, Jr. Board of
Directors
*/s/David B. Jordan Vice Chairman August 9, 1995
David B. Jordan and
Director
*/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
*/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
*/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
Director August __, 1995
Timothy B. Burnett
<PAGE>
*/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
Director August __, 1995
Owen G. Kenan
*/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
*/s/Hamilton W. McKay, Director August 9, 1995
Jr.,M.D.
Hamilton W. McKay, Jr., M.D.
*/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
Director August __, 1995
J. G. Rutledge, III
*/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
*/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
*/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
Director August __, 1995
James L. Williamson
Director August __, 1995
Dr. Phail Wynn, Jr.
*By: /s/W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-fact
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
4 Specimen of Registrant's Common Stock Incorporated by
reference
5 Opinion of Ward and Smith, P.A. as 9
to the legality of the securities
being registered
23.1 Consent of KPMG Peat Marwick LLP 11
23.2 Consent of Ward and Smith, P.A. Included
in Exhibit 5
24 Power of Attorney 12
99 Copy of Omni Capital Group, Inc. 1988 Directors
Non-Qualified Stock Option Plan 15
AG\RTP
RLMAIN\7294.
<PAGE>
August 9, 1995
Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701
RE: Omni Capital Group, Inc. 1988 Directors' Non-Qualified
Stock Option Plan
Our File 93R0034 (Y)
Gentlemen:
We have acted as counsel to CCB Financial Corporation
("CCB") in connection with its acquisition of Security
Capital Bancorp effective May 19, 1995 and in connection
therewith CCB assumed the obligations under the Omni Capital
Group, Inc. 1988 Directors' Non-Qualified Stock Option Plan (the
"Plan"). Pursuant to the Plan, CCB is obligated to offer up
to 3,533 shares of its $5.00 par value common stock (the
"Shares") pursuant to the terms of the Plan and the Amended
and Restated Agreement of Combination, dated as of December
1, 1994 with regard to the acquisition of Security Capital
Bancorp (the "Merger Agreement").
In our capacity as counsel, we have examined originals or
copies, certified or otherwise and identified to our
satisfaction, of the articles of incorporation, bylaws and
corporate resolutions of CCB, the Plan, the Merger
Agreement, the Registration Statement on Form S-8 relating
to the Plan filed by CCB with the Securities and Exchange
Commission (the "Registration Statement"), the relevant
provision of Chapter 55 of the North Carolina General
Statutes, and such other records, documents and legal
matters as we have deemed relevant and necessary as the
basis for rendering our opinion hereinafter set forth. In
addition, we have made reasonable inquiries of the officers
of CCB as to certain relevant items. In all examinations of
documents, we have assumed the genuineness of all original
documents and all signatures and the conformity to original
documents of all copies submitted to us as certified,
conformed or photostatic copies.
<PAGE>
Board of Directors
August 9, 1995
Page 2
Based upon the foregoing, it is our opinion that all
requisite corporate action has been taken to adopt the Plan
and to authorize the issuance and sale of the Shares
pursuant thereto; and, that, provided the S-8 Registration
Statement filed with the Securities and Exchange Commission
with regard to the Plan and the Shares shall have come and
shall remain effective, when the Shares registered
thereunder shall have been issued and sold and the purchase
price therefor shall have been received by CCB, all in
accordance with the terms of the Plan as it appears as an
exhibit to the S-8 Registration Statement, the Shares so
issued and sold will be validly authorized, legally issued,
fully paid and nonassessable shares of the common stock of
CCB.
This opinion is furnished by us solely for your benefit in
connection with the Registration Statement and may not be
quoted or relied upon by, nor may copies be delivered to,
any other person or entity or used for any other purpose,
without our prior express written consent. We hereby
expressly disclaim any duty or responsibility to update this
opinion or the information upon which it is based after the
date hereof.
We hereby consent to the reference to this firm in the S-8
Registration Statement and to the filing of this opinion as
an exhibit thereto.
Yours very truly,
/s/ Ward and Smith, P.A.
WARD AND SMITH, P.A.
RLMAIN/7245
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CCB Financial Corporation
We consent to the use of our report incorporated herein by reference
in the Registration Statement to register shares pursuant to the Omni
Capital Group, Inc. 1988 Directors' Non-Qualified Stock Option Plan.
KPMG Peat Marwick LLP
Raleigh, North Carolina
August 11, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of CCB
Financial Corporation, and the several undersigned officers and
directors thereof whose signatures appear below hereby makes,
constitutes and appoints Ernest C. Roessler and W. Harold Parker,
Jr. or either of them, its and his true and lawful attorneys,
with full power of substitution to execute, deliver and file in
its or his name and on its or his behalf, and in each of the
undersigned officer's and director's capacity or capacities as
shown below, (a) Registration Statements on Form S-8 (or other
appropriate form) with respect to the registration under the
Securities Act of 1933, as amended, of the shares of Common Stock
of CCB Financial Corporation, par value $5.00 per share, to be
issued pursuant to the Security Capital Bancorp Omnibus Stock
Ownership and Long-Term Incentive Plan, the Omni Capital Group,
Inc. 1988 Incentive Stock Option Plan and the Omni Capital Group,
Inc. 1988 Directors Non-Qualified Stock Option Plan, as amended,
and all documents in support thereof or supplemental thereto and
any and all amendments, including any and all post-effective
amendments, to the foregoing (hereinafter called the
"Registration Statements"), (b) such registration statements,
petitions, applications, consents to service of process or other
instruments, any and all documents in support thereof or
supplemental thereto, and any and all amendments or supplements
to the foregoing, as may be necessary or advisable to qualify or
register the securities covered by said Registration Statements;
and each of CCB Financial Corporation and said officers and
directors hereby grants to said attorneys, or any of them, full
power and authority to do and perform each and every act and
thing whatsoever as said attorney may deem necessary or advisable
to carry out fully the intent of this power of attorney to the
same extent and with the same effect as CCB Financial Corporation
might or could do, and in each of said capacity or capacities as
aforesaid, and each of CCB Financial Corporation and said
officers and directors hereby ratifies and confirms all acts and
things which said attorneys might do or cause to be done by
virtue of this power of attorney and its or his signatures as the
same may be signed by said attorneys to any or all of the
following (and/or any and all amendments and supplements to any
or all thereof): such Registration Statements filed under the
Securities Act of 1933, as amended, and all such registration
statements, petitions, applications, consents to service of
process and other instruments, and any and all documents in
support thereof or supplemental thereto, filed under such
securities laws, regulations and requirements as may be
applicable.
<PAGE>
IN WITNESS WHEREOF, CCB Financial Corporation has
caused this power of attorney to be signed on its behalf, and
each of the undersigned officers and directors in the capacity or
capacities noted has hereunto set his hand on the date indicated
below.
CCB FINANCIAL CORPORATION
(Registrant)
By: /s/Ernest C. Roessler
Ernest C. Roessler
Date: August 10, 1995
Signature Title Date
Vice Chairman,
President and
/s/Ernest C. Roessler Director August 10, 1995
Ernest C. Roessler (Principal
Executive
Officer)
Senior Vice
President and
Controller
/s/W. Harold Parker, Jr. (Principal August 10, 1995
W. Harold Parker, Jr. Financial and
Accounting
Officer)
/s/W. L. Burns, Jr. Chairman of August 9, 1995
W. L. Burns, Jr. the Board of
Directors
Vice Chairman
/s/David B. Jordan and August 9, 1995
David B. Jordan Director
/s/John M. Barnhardt Director August 9, 1995
John M. Barnhardt
/s/J. Harper Beall, III Director August 8, 1995
J. Harper Beall, III
/s/James B. Brame, Jr. Director August 9, 1995
James B. Brame, Jr.
__________________ Director August __, 1995
Timothy B. Burnett
<PAGE>
/s/Edward S. Holmes Director August 9, 1995
Edward S. Holmes
__________________ Director August __, 1995
Owen G. Kenan
/s/Eugene J. McDonald Director August 9, 1995
Eugene J. McDonald
/s/Hamilton W. McKay, Jr., M.D. Director August 9, 1995
Hamilton W. McKay, Jr., M.D.
/s/Eric B. Munson Director August 9, 1995
Eric B. Munson
_____________________ Director August __, 1995
J. G. Rutledge, III
/s/Miles J. Smith, Jr. Director August 9, 1995
Miles J. Smith, Jr.
/s/Jimmy K. Stegall Director August 9, 1995
Jimmy K. Stegall
/s/H. Allen Tate, Jr. Director August 10, 1995
H. Allen Tate, Jr.
_________________ Director August __, 1995
James L. Williamson
_____________________ Director August __, 1995
Dr. Phail Wynn, Jr.
RLMAIN/7249.
<PAGE>
OMNI CAPITAL GROUP, INC
1988 DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
Omni Capital Group, Inc., a North Carolina Corporation (the
"Corporation"), hereby establishes the following 1988 Directors'
Non-Qualified Stock Option Plan, for the benefit of the Directors
of the Corporation and its Subsidiaries:
1. Definitions:
a. "Code" means the Internal Revenue Code of 1986, as
amended.
b. "Committee" means the Stock Option Committee
appointed by the Board of Directors of the Corporation
to administer the Plan.
c. "Common Stock" means the Common Stock, $1.00 par
value per share, of the Corporation to be issued
pursuant to the Plan.
d. The "Corporation" means Omni Capital Group, Inc.
e. "Director" means a director of the Corporation or
a Subsidiary that is a savings and loan or savings
bank.
f. "Fair Market Value" means the average of the
closing bid and asked prices for the Common Stock in
the over-the-counter market as reported by the National
Association of Securities Dealers Automated Quotation
System if the shares are not listed on a national
securities exchange or the NASDAQ National Market
System; or the closing price of the shares if the
shares are listed on such an exchange or the Common
Stock is traded on the NASDAQ National Market System;
or the fair value thereof determined in good faith by
the Board of Directors of the Corporation if the shares
are not listed on any national securities exchange or
quoted in the NASDAQ National Market System or the over-
the-counter market.
g. "Non-Qualified Stock Option Agreement" means a
formal written agreement between the Corporation and an
Optionee in such form and containing such provisions
not inconsistent with the provisions of the Plan as the
Committee shall from time to time approve setting forth
the terms and conditions of the grant of an option to
purchase shares of Common Stock pursuant to the Plan.
h. "Option" means the right granted by the
Corporation pursuant to the Plan to a director to
purchase shares of Common Stock.
i. "Optionee" means the director to whom such Option
is granted.
j. "Plan" means the Omni Capital Group, Inc. 1988
Directors' Non-Qualified Stock Option Plan.
k. "Subsidiaries" means subsidiary corporations of
the Corporation as that term is defined in Section
425(f) of the Code.
2. Purpose:
The Plan is intended to advance the interests of the
Corporation and its shareholders by providing Directors who are
not employees a sense of proprietorship and personal involvement
in the development and financial success of the Corporation and
encouraging such Directors to remain with and devote their best
efforts to the Corporation. It is also intended that the Plan
shall satisfy the requirements of Rule 16b-3 under the Securities
Exchange Act of 1934.
3. Shares Subject to the Plan:
There shall be authorized and reserved for issuance upon the
exercise of options to be granted under the Plan from time to
time after the effective date hereof that number of shares of
common stock which when added to the number of shares of Common
stock issued or to be issued pursuant to the exercise of options
previously granted under the Plan equals 2.5% of the number of
shares of Common Stock issued and outstanding at such time. If
any Option shall expire or terminate for any reason, whether by
surrender, cancellation, termination of employment or otherwise,
without having been exercised in full, the unpurchased shares
covered thereby shall thereupon be added to the shares otherwise
available for issuance upon the exercise of Options unless the
Plan shall have theretofore been terminated.
4. Administration:
The Board of Directors of the Corporation shall appoint a
Stock Option Committee which shall consist of not less than two
members of said Board of Directors. Subject to the provisions of
the Plan, the Committee shall have full and exclusive authority
in its discretion to interpret the Plan and to make, amend and
rescind rules and regulations pertaining to the Plan.
The members of the Committee shall serve at the pleasure of
the Board of Directors of the Corporation, which may fill
vacancies, however caused, in the Committee. The Committee shall
select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A
majority of its members shall constitute a quorum, and all
actions of the Committee shall be taken by a majority of its
members. Any action of the Committee evidenced by a written
instrument, signed by a majority of its members, shall be fully
as effective as if it had been taken by a vote of a majority of
its members as a meeting duly called and held. The Committee
shall appoint a secretary, who may be but need not be a member of
the Committee; shall keep minutes of its meetings; and shall make
such rules and regulations for the conduct of its business as it
shall deem advisable.
Subject to the express provisions of the Plan, the Committee
shall have complete authority, in its discretion, to determine
the time or times when, and the price or prices at which, Options
shall be granted, the option periods, and the number of shares to
be subject to each Option. The Committee shall also have
complete authority to interpret the Plan, to prescribe, amend,
and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective Non-Qualified Stock
Option Agreements (which need not be identical), and to make all
other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations on
the matters referred to in this section shall be conclusive and
binding for all purposes and upon all persons including, without
limitation, the Corporation and its Subsidiaries, the Committee
and each of the members thereof, and the Directors, officers, and
employees of the Corporation and its Subsidiaries, the Optionees,
and their respective successors in interest.
5. Eligibility:
All directors who are not employees of the Corporation or
its subsidiaries shall be eligible to receive Options hereunder.
6. Granting of Options:
(a) Each eligible Director of the Corporation or a
Subsidiary existing on the effective date of the Plan shall
receive the Option to purchase from the Corporation, at a price
per share equal to the Fair Market Value on the date the Director
became eligible, 2,100 shares of Common Stock, except that no
director who is granted options under either the Home Federal
Savings Bank 1988 Directors' Non-Qualified Stock Option plan or
the Home Federal Savings Bank 1988 Incentive Stock Option Plan
shall be eligible to receive a grant of an Option under the
provisions of this Section 6.
(b) To the extent shares are available, each eligible
Director of the Corporation who takes office subsequent to the
effective date of the Plan, shall receive the Option to purchase
from the Corporation, at a price per share equal to the Fair
Market Value on the date the Director became eligible, 2,100
shares of common stock.
(c) To the extent shares are available, each eligible
Director of a Subsidiary (which is a Subsidiary as of the
effective date of the Plan) who takes office as a Director of
such Subsidiary subsequent to the effective date of the Plan
shall receive the Option to purchase from the Corporation, at a
price per share equal to the Fair Market Value on the date the
Director became eligible, 500 shares of Common Stock.
(d) In the case of a merger, acquisition or other form of
combination in which the Common Stock of the Corporation is
issued, persons who become Directors of a Subsidiary as a result
of such combination shall receive in the aggregate Options to
purchase from the Corporation, at a price per share equal to the
Fair Market Value on the date the Director became eligible, up to
2.5% of the shares of Common Stock issued in such transaction;
provided, however, in no event shall a Director receive the
Option to purchase more than 2,100 shares of Common Stock.
(e) The Corporation shall tender to the participating
Director for his signature a Directors' Non-Qualified Stock
Option Agreement in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Committee
from time to time shall approve. The day on which an Option
shall be granted shall be the date the Director became eligible
hereunder.
7. Term of Option:
Options granted hereunder shall be exercisable in whole or
in part, from time to time, during the five-year period
commencing on the date of grant. Except as provided in
Section 11, no Option granted under the Plan may be exercised
prior to six months after the date it is granted.
8. Manner of Exercise:
An Option may be exercised by written notice to the
Corporation at its offices at 507 West Innes Street, Salisbury,
North Carolina, or such other address to which the office may be
relocated, which notice shall be signed by the Director or by the
Director's successors, and hereinafter described in Section 10,
and which shall state the number of shares with respect to which
the Option is being exercised. Payment in full of the Option
Price of said shares must be made at the time of the exercise of
the Option, and payment may be made in cash or shares of the
Common Stock of the Corporation previously held by the Optionee,
or a combination of both. Payment in shares may be made with
shares received upon the exercise or partial exercise of an
Option, whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to the Optionee. Shares of
Common Stock previously held by the Optionee and surrendered, in
accordance with Rules and Regulations adopted by the Committee,
for the purpose of making full or partial payment of the Option
Price, shall be valued for such purpose at the Fair Market Value
thereof, as defined below, as of the date of exercise. As soon
as practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
Except as hereinafter provided at the time of the exercise
of an Option, the Optionee must be a Director of the Corporation
or a Subsidiary.
Except as otherwise provided herein, the Optionee shall not
have any rights of a shareholder of the Corporation with respect
to the shares covered by the Option except to the extent that one
or more certificates for shares shall have been delivered to
Optionee upon the due exercise of the Option.
9. Non-Transferability:
No Option shall be transferable by an Optionee otherwise
than by will or by the laws of descent and distribution. During
Optionee's lifetime, the Option shall be exercisable only by
Optionee.
10. Termination of Service as a Director:
If an Optionee shall cease to be a Director of the
Corporation or a Subsidiary otherwise than by such Optionee's
death, all Options held by such Optionee at the time of such
termination shall be exercisable by such Optionee but only (I) if
and to the extent the same were exercisable at the time such
Optionee ceases to be a Director and (ii) prior to the earlier of
(A) the expiration dates of such Options or (B) that date which
is three months from the date such Optionee ceases to be a
Director, such three month period to include the date on which
such termination occurs. If an Optionee ceases to be a Director
of the Corporation or a Subsidiary as a result of such Optionee's
death, then all Options held by such Optionee on the date of such
termination shall be exercisable in full, whether or not
exercisable on the date of such termination, at any time prior to
the earlier of (A) the expiration dates of such Options or
(B) that date which is one year from the date such Optionee
ceases to be a Director. In the event of the death of an
Optionee, then such Optionee's Options shall be exercisable to
the extent herein otherwise provided by the executor or personal
representative of the Optionee's estate or by any person who
acquired the right to exercise such Options by bequest under the
Optionee's will or by inheritance.
11. Adjustments Upon Changes In Capitalization; Acceleration of
Exercise Rights:
The total amount of shares on which Options may be granted
under the Plan and option rights (both as to the number of shares
and the option price) shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of
Common Stock of the Corporation resulting from payment of a stock
dividend on the Common Stock, a subdivision or combination of
shares of the Common Stock, or a reclassification of the Common
Stock, and (in accordance with the provisions contained in the
next following paragraph) in the event of a merger or
consolidation.
After the merger of one or more corporations into the
Corporation or any Subsidiary, any merger of the Corporation into
another corporation, any consolidation of the Corporation or any
Subsidiary and one or more corporations, any other corporate
reorganization of any form involving the Corporation as a party
thereto involving any exchange, conversion, adjustment or other
modification of the outstanding shares of the Corporation's
Common Stock, each person who is an Optionee at the time of such
corporate reorganization shall, at no additional cost, be
entitled, upon any exercise of his Option, to receive, in lieu of
the number of shares as to which such Option shall then be so
exercised, the number and class of shares of stock or other
securities or such other property to which such Optionee would
have been entitled pursuant to the terms of the agreement of
merger or consolidation, if at the time of such merger or
consolidation, such Optionee had been a holder of record of a
number of shares of Common Stock of the Corporation equal to the
number of shares as to which such Option shall then be so
exercised. Comparable rights shall accrue to each Optionee in
the event of successive mergers or consolidations of the
character described above.
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the
elimination of any fractional share which might otherwise become
subject to an Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting
capital stock of the Corporation as a group would receive less
than 50% of the voting capital stock of the surviving or
resulting corporation; (ii) the approval by the Board of
Directors of the Corporation of an agreement providing for the
sale or transfer (other than as security for obligations of the
Corporation) of substantially all the assets of the Corporation,
or (iii) the acquisition of more than 20% of the corporation's
voting capital stock by any person within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, other
than a person, or group including a person, who beneficially
owned, as of the effective date hereof, more than five percent of
the Corporation's securities, in the absence of a prior
expression of approval of the Board of Directors of the
Corporation, any Option granted hereunder shall become
immediately exercisable in full, subject to any appropriate
adjustments in the number of shares subject to Option and the
Option Price, and shall remain exercisable for the remaining term
of such Option, regardless of whether such Option has been
outstanding for six months or of any provision contained in the
stock option agreement with respect thereto limiting the
exercisability of the Option or any portion thereof for any
length of time, subject to all of the terms hereof and of the Non-
Qualified Stock Option Agreement with respect thereto not
inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each
Option granted under the Plan shall terminate; provided, however,
that following the adoption of a plan of dissolution or
liquidation, and in any event prior to such dissolution or
liquidation (and as provided above regarding certain mergers and
consolidations), each Option granted hereunder shall be
exercisable in full, regardless of whether such Option has been
outstanding for six months or of any provision contained in the
stock opt ion agreement with respect thereto limiting the
exercisability of the option or any portion thereof for any
length of time, subject to all of the terms hereof and of the
stock option agreement with respect thereto not inconsistent with
this paragraph.
The grant of an Option pursuant to this Plan shall not
affect in any way the right or power of the Corporation or any of
its subsidiaries to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
12. Effectiveness of the Plan:
The effective date of the Plan shall be the date Citizens
Savings and Loan Association converts to a federal savings bank
subject to the approval of the Plan by the shareholders of the
Corporation. Notwithstanding any other provision hereof, no
Option granted hereunder may be exercised prior to the approval
of the Plan by the shareholders of the Corporation and, in the
event the shareholders do not approve the Plan within one year
from the effective date of the Plan, all Options granted
hereunder shall be void. No Options may be granted under this
Plan after the expiration of ten years from and including the
effective date of the Plan.
13. Amendment and Termination:
The Plan may be amended or terminated by the Board of
Directors without stockholder approval as deemed in the best
interests of the Corporation.
14. August 1, 1989 Amendments:
This Plan was originally adopted by the Board of Directors
of the Corporation on August 22, 1988 and reflects amendments to
the Plan adopted by the Board of Directors of the Corporation on
August 1, 1989.
OMNI CAPITAL GROUP, INC.
By: /s/ David B. Jordan
President (Title)
WSMAIN/153527.(Doc. 1)
AMENDMENT NO. 1 TO THE OMNI CAPITAL GROUP, INC.
1988 DIRECTORS' NON-QUALIFIED
STOCK OPTION PLAN
THIS AMENDMENT to the Omni Capital Group, Inc. 1988
Directors' Non-Qualified Stock Option Plan (the "Directors' Stock
Option Plan") as adopted by the Board of Directors of Omni
Capital Group, Inc., a North Carolina corporation (the
"Corporation"), has been adopted by unanimous consent of the
Board of Directors of the Corporation and incorporated into the
Directors' Stock Option Plan as of this 1st day of August, 1989.
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation has
deemed it to be desirable and in the best interests of the
Corporation that the Directors' Stock Option Plan be amended to
provide for maximum flexibility with respect to the granting of
options thereunder and the operation of the Directors' Stock
Option Plan within the confines of the rules and regulations of
the Securities and Exchange Commission, the provisions of the
Internal Revenue Code of 1986, as amended, and the regulations of
the Internal Revenue Service thereunder, and the policies of the
Office of Thrift Supervision;
NOW, THEREFORE, the Directors' Stock Option Plan is hereby
amended effective August 1, 1989, as follows:
1. Section 1(f) is hereby amended by deleting the
word "stock" in the definition of "Fair Market Value"
wherever it may appear and replacing it with the words
"Common Stock".
2. Section 3 is hereby amended by deleting the first
sentence thereof in its entirety and replacing it with the
following sentence:
There shall be authorized and reserved
for issuance upon the exercise of Options to
be granted under the Plan from time to time
after the effective date hereof that number
of shares of Common Stock which when added to
the number of shares of Common Stock issued
or to be issued pursuant to the exercise of
options previously granted under the Plan
equals 2.5% of the number of shares of Common
Stock issued and outstanding at such time.
3. Section 6 is hereby amended in its entirety to
read as follows:
(a) Each eligible Director of the
Corporation or a Subsidiary existing on the
effective date of the Plan shall receive the
Option to purchase from the Corporation, at a
price per share equal to the Fair Market Value on
the date the Director became eligible, 2,100
shares of Common Stock, except that no director
who is granted opt ions under either the Hone
Federal Savings Bank 1988 Directors' Non-Qualified
Stock Option Plan or the Home Federal Savings Bank
1988 Incentive Stock Option Plan shall be eligible
to receive a grant of an Option under the
provisions of this Section 6.
(b) To the extent shares are available,
each eligible Director of the Corporation who
takes office subsequent to the effective date of
the Plan, shall receive the Option to purchase
from the Corporation, at a price per share equal
to the Fair Market Value on the date the Director
became eligible, 2,100 shares of Common Stock.
(c) To the extent shares are available,
each eligible Director of a Subsidiary (which is a
Subsidiary as of the effective date of the Plan)
who takes office as a Director of such Subsidiary
subsequent to the effective date of the Plan shall
receive the Option to purchase from the
Corporation, at a price per share equal to the
Fair Market Value on the date the Director became
eligible, 500 shares of Common Stock.
(d) In the case of a merger,
acquisition or other form of combination in which
the Common Stock of the Corporation is issued,
persons who become Directors of a Subsidiary as a
result of such combination shall receive in the
aggregate Options to purchase from the
Corporation, at a price per share equal to the
Fair Market Value on the date the Director became
eligible, up to 2.5% of the shares of Common Stock
issued in such transaction; provided, however, in
no event shall a Director receive the Option to
purchase more than 2,100 shares of Common Stock.
(e) The Corporation shall tender to the
participating Director for his signature a
Directors' Non-Qualified Stock Option Agreement in
such form and containing such provisions not
inconsistent with the provisions of the Plan as
the Committee from time to time shall approve.
The day on which an Option shall be granted shall
be the date the Director became eligible
hereunder.
4. Section 13 is hereby amended in its entirety to
read as follows:
The Plan may be amended by the
Board of Directors at any time as deemed in
the best interests of the Corporation.
5. There is hereby added to the Directors' Stock
Option Plan a new Section 14 which shall read as follows:
14. August 1, 1989 Amendments:
This Plan was originally adopted by
the Board of Directors of the Corporation on
August 22, 1988 and reflects amendments to
the Plan adopted by the Board of Directors of
the Corporation on August 1, 1989.
IN WITNESS WHEREOF, this Amendment to the Directors' Stock
Option Plan is, by authority of the Board of Directors of the
Corporation executed on behalf of the Corporation, as of the day
and year first above written.
ATTEST: OMNI CAPITAL GROUP, INC
/s/ Oneida F. Plyler By: /s/ David B. Jordan
Asst. Secretary President
(Corporate Seal)
WSMAIN/153527.(Doc. 2)
AMENDMENT NO. 2 TO THE OMNI CAPITAL GROUP, INC
1988 DIRECTORS' NON-QUALIFIED
STOCK OPTION PLAN
THIS AMENDMENT to the Omni Capital Group, Inc. 1988
Directors Non- Qualified Stock Option Plan (the "Directors'
Stock Option Plan") as adopted by the Board of Directors of Omni
Capital Group, Inc., a North Carolina corporation (the
"Corporation"). has been adopted by unanimous written consent of
the Board of Directors of the Corporation and incorporated into
the Directors' Stock Option Plan as of this 2nd day of April,
1990.
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Corporation deems it
to be desirable and in the best interests of the Corporation that
the Directors' Stock Option Plan provide for maximum flexibility
with respect to the exercise of options granted thereunder and
the operation thereof within the confines of the rules and
regulations of the Securities and Exchange Commission, the
provisions of the Internal Revenue Code of 1986, as amended, and
the regulations of the Internal Revenue Service thereunder and
the policies of the Office of Thrift Supervision; and
WHEREAS, the Board of directors of the Corporation deems it
to be desirable and in the best interest of the Corporation and
its shareholders that the Directors' Stock Option Plan be amended
to extend the period for exercise of options granted thereunder
when a director of the Corporation or a subsidiary resigns to
become a key employee of the Corporation or subsidiary;
NOW, THEREFORE, the Directors' Stock Option Plan is hereby
amended effective April 2, 1990, as follows:
1. Section 10 is hereby amended in its entirety to read as
follows:
10. Termination of Service as a Director:
(a) If an Optionee shall cease to be a Director of the
Corporation or a Subsidiary otherwise than by such
Optionee's death, all Options hold by such Optionee at the
time of such termination shall be exercisable by such
Optionee but only (i) if and to the extent such Options were
exercisable at the time such Optionee ceases to be a
Director and (ii) prior to the earlier of (A) the expiration
dates of such Options or (B) that date which is three months
from the date such Optionee ceases to be a Director, such
three-month period to include the date on which such
termination occurs; provided, however, that if an Optionee
ceases to be a Director and becomes a "Key Employee" (as
that term is defined in the Omni Capital Group, Inc. 1988
Incentive Stock Option Plan) within the three-month period
after the Optionee ceases to be a Director, then that date
referred to in paragraph (a) (ii) (B) of this Section 10
shall be extended to that date which is three months from
the data such Optionee ceases to be a Key Employee unless
such optionee shall be reinstated as a Director within such
three-month period, in which case that date referred to in
(a) (ii) (B) of this Section 10 shall be further extended to
that date which is three months from the date such Optionee
again ceases to be a Director.
(b) If an Optionee ceases to be a Director of the
Corporation or a Subsidiary as a result of such Optionee's
death, then all Options held by such Optionee on the date of
such termination shall be exercisable in full, whether or
not exercisable on the date of such termination, at any time
prior to the earlier of (i) the expiration dates of such
Options or (ii) that date which is one year from the date of
such Optionee's death. In the event of the death of an
Optionee, then such Optionee's Options shall be exercisable
to the extent herein otherwise provided by the executor or
personal representative of the Optionee's estate or by any
person who acquired the right to exercise such Options by
bequest under the Optionee's will or by inheritance.
2. Section 14 is hereby amended in its entirety to read as
follows:
14. April 2, 1990 Amendments:
This Plan was originally adopted by the Board of
Directors of the Corporation on August 22, 1988 and reflects
amendments to the Plan adopted by the Board of Directors of
the Corporation on August 1, 1989 and April 2, 1990.
IN WITNESS WHEREOF, this Amendment to the Directors' Stock
Option Plan is, by authority of the Board of Directors of the
Corporation, executed on behalf of the Corporation as of the day
and year first above written.
ATTEST: OMNI CAPITAL GROUP, INC.
/s/ Oneida F. Plyler By: /s/ David B. Jordan
Asst. Secretary David B. Jordan,
President and
Chief Executive Officer
WSMAIN/153527.(Doc. 3)
