SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
West Virginia 55-0641179
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number,
including Area Code: (304) 424-8761
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1996 INCENTIVE STOCK OPTION PLAN
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Joseph Wm. Sowards, Agent for Service
Executive Vice President & Secretary
300 United Center
500 Virginia Street, East
Charleston, WV 25301
(304) 424-8761
Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share* price* fee*
Common Stock
$2.50 par value 600,000 $34.44 $20,664,000 $6,261.19
*Estimated solely for the purpose of calculating the registration fee. Pursuant
to Rules 457(h)(1) and 457(c) under the Securities and Exchange Act of 1933, the
registration is based on the average of the high and low prices of the common
stock of United Bankshares, Inc. as reported on NASDAQ Stock Market's National
Market on March 24, 1997, and computed based on the maximum number of shares
(600,000) that may be granted for the securities being registered.
<PAGE>
UNITED BANKSHARES, INC.
Cross Reference Sheet Pursuant to Rule 501(b) of Regulation S-K
Form S-8 Section Caption
Item Number and Caption in Prospectus
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus ........................... Cross Reference Sheet;
Outside Front Cover
Page; Prospectus Page
2. Inside Front and Outside Back Cover
Page of Prospectus ................... Table of Contents;
Available Information
3. Risk Factors; Ratio of Earnings to
Fixed Charges and Other Information... Outside Front Cover
Page; Introduction
4. General Information Regarding the
Plan ................................. Outside Front Cover
Page; Prospectus Page;
Introduction; Summary
of the 1996 Plan
5. Securities to be Offered and Employees
Who May Participate in the Plan ....... Summary of the 1996
Plan; Eligibility;
Administration;
Allocation of Shares;
Registration of
Stock; Recipients
of Options; Executive
Committee Membership;
Initial Option Grants
6. Purchase of Securities Pursuant to
the Plan ............................ Purchase Price;
Exercise of Options;
Duration of the 1996
Plan; Allocation of
Shares;
7. Payment for Securities Offered ....... Purchase Price
8. Contributions Under the Plan ......... Not Applicable
9. Withdrawal from the Plan - Assignment
Of Interest ........................ Purchase Price;
Exercise of Options;
Allocation of Shares
<PAGE>
Form S-8 Section Caption
Item Number and Caption in Prospectus
10. Defaults Under the Plan .............. Not Applicable
11. Administration of the Plan ........... Administration;
Executive Committee
Membership
12. Investment of Funds .................. Not Applicable
13. Charges and Deductions and Liens
Therefor ............................. Not Applicable
14. Description of Registrant's
Securities ............................ Incorporation of
Certain Documents by
Reference
15. Incorporation of Certain Documents by
Reference ............................ Incorporation of
Certain Documents by
Reference
16. Additional Information ............... Incorporation of
Certain Documents by
Reference
17. Interests of Named Experts and
Counsel .............................. Interests of Named
Experts and Counsel
18. Disclosure of Commission Position on
Indemnification for securities Act
Liabilities .......................... Indemnification for
Securities Act
Liabilities
19. Indemnification of Directors and
Officers ............................. Part II
20. Exhibits ............................. Part II
20. Undertakings ......................... Part II
<PAGE>
PROSPECTUS
UNITED BANKSHARES, INC.
1996 INCENTIVE STOCK OPTION PLAN
United Bankshares, Inc. ("United") hereby offers up to 600,000 shares of its
common stock, par value $2.50 per share, pursuant to the terms of options which
United may hereafter grant to certain key officers of United and its
subsidiaries, pursuant to the United Bankshares, Inc.'s 1996 Incentive Stock
Option Plan, as described in the section of this Prospectus entitled "1996
Incentive Stock Option Plan".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representation must not be relied upon.
Principal executive offices of United Bankshares, Inc.:
300 United Center
500 Virginia Street, East
Charleston, WV 25301
Telephone (304) 348-8400
The date of this Prospectus is March 31, 1997.
<PAGE>
TABLE OF CONTENTS
Page
1996 INCENTIVE STOCK OPTION PLAN ..........................................1
ITEM 1 - PLAN INFORMATION .................................................1
Introduction ...........................................................1
Summary of the 1996 Plan ...............................................1
Eligibility .........................................................1
Administration ......................................................1
Purchase Price ......................................................2
Exercise of Options .................................................2
Term of Options .....................................................2
Vesting .............................................................3
Duration of the 1996 Plan ...........................................3
Allocation of Shares ................................................3
Change in Control ...................................................3
Amendment and Discontinuance ........................................4
Registration of Stock ...............................................4
Recipients of Options ...............................................4
Tax Consequences ....................................................4
Executive Committee Membership .........................................4
Initial Option Grants ..................................................6
Federal Income Tax Consequences ........................................6
Resale of Stock by Plan Participants ...................................7
ITEM 2 - REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION ..........................................8
ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE ........................................................9
ITEM 4 - DESCRIPTION OF SECURITIES ........................................9
ITEM 5 - INTEREST OF NAMED EXPERTS AND COUNSEL ............................9
Legal Opinion ..........................................................9
ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS .......................10
ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED .............................13
ITEM 8 - EXHIBITS ........................................................13
ITEM 9 - UNDERTAKINGS ....................................................13
<PAGE>
AVAILABLE INFORMATION
United Bankshares, Inc. is subject to the information and reporting
requirements of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and, in accordance with those requirements files reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "SEC"). These reports, proxy statements, and other information filed by
United with the SEC can be inspected and copied at the Public Reference Section
of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's
Regional Office in New York, which is located at 7 World Trade Center, Suite
1300, New York, New York 10048. United's stock is quoted on the NASDAQ Stock
Market's National Market ("NASDAQ"). Consequently, reports, proxy statements,
and other information relating to United also may be inspected and copied at the
Public Reference Section of The National Association of Securities Dealers, Inc.
("NASD") at 1735 K Street, N.W., Washington, D.C. 20006-1506. Copies of such
documents can be obtained from the public reference sections at prescribed
rates.
The Prospectus is part of a Registration Statement on Form S-8 filed by
United with the SEC under the Securities Act of 1933, as amended. For further
information, reference is made to Form S-8, including exhibits filed as a part
thereof.
<PAGE>
UNITED BANKSHARES, INC.
FORM S-8, PART I
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(304) 348-8400
1996 INCENTIVE STOCK OPTION PLAN
ITEM 1. PLAN INFORMATION
Introduction
At its August, 1995, regular meeting, the United Board of Directors
adopted a 1996 Incentive Stock Option Plan ("1996 Plan") and directed that the
1996 Plan be submitted to shareholders for approval. The 1996 Plan provides for
the granting of options for up to 600,000 shares of United common stock. The
1996 Plan became effective upon approval by the shareholders of United at the
Annual meeting of Shareholders held on May 20, 1996. The United Board believes
that it is in the best interest of United and its shareholders to attract and
retain qualified and motivated management and that the 1996 Plan will help
United achieve this goal. The 1996 Plan is intended to qualify as an incentive
stock option plan under Section 422 of the Internal Revenue Code of 1986, as
amended, (the "Code" generally) and participants will benefit from the resulting
tax consequences, as discussed below. Both Section 422 and WV Code ss. 31-1-84
require shareholder approval of the 1996 Plan. The 1996 Plan is not subject to
the Employee retirement Income Security Act of 1974 ("ERISA").
Summary of the 1996 Plan
This section contains a summary of key terms of the 1996 Plan. The
complete 1996 Plan is attached hereto as EXHIBIT 4.
Eligibility: Officers of United and its subsidiaries owning less than
10% of United's issued and outstanding stock will be eligible to receive grants
under the 1996 Plan as designated by the Executive Committee. A list of United's
subsidiaries is attached hereto as Exhibit B.
Administration: The 1996 Plan shall be administered by the Executive
Committee of the Board of Directors (Executive Committee) of United. See
Executive Committee Membership. The Executive Committee shall have full power to
construe and interpret the 1996 Plan and promulgate such regulations with
respect to the 1996 Plan as it may deem desirable in accordance with applicable
law. The terms and conditions of each option may vary from eligible employee to
eligible employee.
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Purchase Price: The purchase price of all stock subject to option shall
not be less than 100% of the fair market value of United Stock on the date the
option is granted.
Exercise of Options: Any option granted pursuant to the 1996 Plan may
be exercised in any order, at the discretion of the optionee.
An exercise of an option shall be made in written notice to United of
the election and of the number of shares to be purchased. Full payment for
shares acquired shall be made in cash at the time that an option, or any part
thereof, is exercised. The rights of a record holder of stock with respect to
such shares will not accrue until a certificate for the shares is issued.
Except as provided with respect to disability and death, each option,
to the extent it shall not have been exercised, shall terminate upon three (3)
months after the termination of employment of the optionee. In the event
termination of employment is the result of the permanent and total disability,
each option shall terminate one (1) year after the termination of employment of
the optionee. This limitation is waived entirely for exercises by estates or by
persons receiving options because of the death of the optionee. Provided,
however, that nothing shall operate to extend the term of the option beyond the
term stated in the agreement granting the option. If any unexercised option
terminates for any reason, the shares covered thereby may be optioned to other
eligible employees.
Each option, and all rights thereunder, shall be nonassignable and
nontransferable other than by will or the laws of descent and distribution. With
the exception for disability, during and optionee's lifetime, an option may only
be exercised by the optionee. If an optionee suffers total and permanent
disability, an option may be exercised by the optionee, if capable, or by the
optionee's committee, guardian, attorney-at-law or other authorized person or
entity. After the death of an optionee, an option may be exercised by his or her
personal representative, devisee or heir, as the case may be.
Term of Options: Each option granted will be exercisable in accordance
with its terms, provided that no option will be exercised more than ten years
after the date it is granted. Within that time period, the Executive Committee
will have the power to provide for a full exercise or an exercise in cumulative
installments with respect to each individual grant when it is made.
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Vesting: Subject to the acceleration of vesting provisions pursuant to
change in control, as defined in the 1996 Plan, a participant shall be permitted
to exercise options granted hereunder in accordance with the following vesting
schedule:
Years from Permissible Exercise Until
Grant of Option Expiration of Option
--------------- ---------------------------
1 50% of Option Shares
2 75% of Option Shares
3 100% of Option Shares
Duration of the 1996 Plan: Options may be granted under the 1996 Plan for
five (5) years commencing January 1, 1996, but shall be rendered ineffective
unless approved by the shareholders owning a majority of the stock of the
Company within twelve (12) months after it is adopted by the Board of Directors.
The 1996 Plan shall terminate as of the close of business on December 31, 2000,
unless sooner terminated by the Board.
Allocation of Shares: A total of 600,000 shares of United's common stock
(from treasury or authorized but unissued shares) will be allocated for the 1996
Plan. (See INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE for reference to
information of United's common stock.) Each Plan year, 120,000 options will be
considered for award to eligible employees; however not all of the 120,000
options are required to be awarded in that year. Any ungranted options from the
prior year(s) will be added to the current year's options for the Executive
Committee's consideration for granting the options. The total number of options
that may be granted in any one year, with the exception of the first year
whereby 120,000 will be considered for award, is the current year's allocation
plus the cumulative total of all ungranted options of all prior years under the
1996 Plan. All shares available under the 1996 Plan are subject to adjustments
that may be made by the Executive Committee for a merger, recapitalization,
stock dividend, stock split or other similar change affecting the number of
outstanding shares of common stock of United. Unpurchased shares subject to an
option that lapses or terminates will be available for further options.
Change in Control: Notwithstanding the vesting schedule, the event of a
change in control, as defined in the 1996 Plan, permits an employee to exercise
all options granted beginning on the date of execution of a binding contract
that would result in a change of control, and all options in effect at the time
shall terminate as of the effective date of the transaction. The surviving or
resulting corporation or other entity, in its absolute discretion, may grant
options to purchase its shares on such terms and conditions as it desires.
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Amendment and Discontinuance: The Board of Directors may at any time
amend, suspend or discontinue the 1996 Plan, provided that certain amendments
may not be made by the Board of Directors without approval of the shareholders.
Amendments may not alter the outstanding options without the consent of the
optionee.
Registration of Stock: United will register the shares issued under the
1996 Plan under applicable federal and state securities laws, unless an
applicable exemption from registration is available.
Recipients of Options: The persons to whom the options will be granted
under the 1996 Plan will be key employees of United and its subsidiaries. See
EXHIBIT 4 and Initial Option Grants.
Tax Consequences: Counsel for United has advised that, under the present
Internal Revenue Code, all options granted under the 1996 Plan will be incentive
stock options unless United elects to grant non-statutory stock options which do
not meet all of the Internal Revenue Code criteria. No taxable income will
result to the optionee, and no deduction will be available to United, at the
times of grant or exercise of such options. The amount by which the fair market
value of the stock at the time of exercise exceeds the option price is, however,
an item of tax preference for purposes of computing the alternative minimum tax.
Upon sale of the stock acquired by exercise of the option, the employee will
have gain equal to the excess of the amount realized over the amount paid for
the stock, provided that (1) the employee does not dispose of the stock for at
least two years from the date the option was granted, and (2) the employee does
not dispose of the stock for at least one year after the option is exercised. If
the holding period requirements are not met, any gain from the disposition of
the stock will be taxable as ordinary income to the employee, and United will be
allowed to deduct a corresponding amount as a business deduction. See Federal
Income Tax Consequences.
Options granted under the 1996 Plan which are non-statutory may be taxed
to the optionee, depending on the provisions of such options, when granted,
exercised, disposed of or when any restrictions placed thereon lapse. United
will be treated as having paid compensation to the employee and may deduct the
same at the time at which and in the same amount in which the employee is
considered to have realized compensation.
Executive Committee Membership
The Executive Committee is appointed from time to time by the Board of
Directors of United from among its members. The Board of
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Directors may remove or add members of the Executive Committee at its
discretion. Messrs. Adams and Smith are the only members serving on the
Executive Committee who are eligible to receive an option under the 1996 Plan.
Each will abstain from Executive Committee determinations regarding their own
option awards. The name and address of current members of the Executive
Committee, along with any material relationship to United and to its affiliates,
are listed below:
Relationship
Name Address to United
- -------------------- ---------------------- -------------------------
Richard M. Adams P.O. Box 1508 Chairman of the Board,
Parkersburg, WV 26102 CEO, and Director of
United and United
National Bank
I.N. Smith, Jr. P.O. Box 393 President and Director
Charleston, WV 25301 of United and Vice
Chairman of UNB
Thomas J. Blair, III P.O. Box 2986 Director
Charleston, WV 25321
Harry L. Buch P.O. Box 631 Director
Wheeling, WV 26003
H. Smoot Fahlgren P.O. Box 1628 Director
Parkersburg, WV 26102
Theodore J. 1410 Springhill Road Director
Georgelas Suite 175
McLean, VA 22102
Russell L. Isaacs P.O. Box 441 Director
Charleston, WV 25322
G. Ogden Nutting 1500 Main Street Director
Wheeling, WV 26003
William C. Pitt, III 1620 Dye Place Director
Wilmington, NC 28405
Warren A. Thornhill, P.O. Box 1597 Director
III Beckley, WV 25802
F. T. Graff, Jr. P.O. Box 1386 Director and Secretary
Charleston, WV 25325 Executive Committee
William W. Wagner 202 Bayshore Drive Director
Cape Coral, FL 33904
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Initial Option Grants
At its November, 1996 meeting the Executive Committee awarded 109,486
options to key employees at that time. The options are nonassignable and
nontransferable. All options are subject to all terms of the 1996 Plan,
including but not limited to, those related to employment status, change in
corporate structure and restrictions on exercise.
Federal Income Tax Consequences
EACH PARTICIPANT IN UNITED'S 1996 PLAN SHOULD CONSULT HIS OR HER OWN PERSONAL
TAX ADVISOR WITH SPECIFIC REFERENCE TO HIS OR HER OWN TAX SITUATION REGARDING
ALL FEDERAL, STATE AND LOCAL TAX MATTERS IN CONJUNCTION WITH THE 1996 PLAN AND
THE GRANT, EXERCISE AND ULTIMATE SALE OF ANY SHARES RECEIVED UPON THE EXERCISE
OF OPTIONS GRANTED PURSUANT TO UNITED'S 1996 PLAN. THE DISCUSSION BELOW IS
INTENDED ONLY TO PROVIDE A BRIEF SUMMARY OF SOME OF THE FEDERAL INCOME TAX
CONSEQUENCES UNDER CURRENT LAW.
The grant or exercise of an option granted pursuant to United's 1996
Plan, assuming that the options are at all times incentive stock options meeting
the requirements of Section 422 of the Internal Revenue Code of 1986, as
amended, will result in no taxable income to the optionee and no tax deduction
to United. The amount by which the fair market value of the stock received at
the time of the exercise of the incentive stock option exceeds the option price
is an item of tax preference and must be included in alternative minimum taxable
income for purposes of computing the alternative minimum tax for the tax year in
which an incentive stock option is exercised.
A participant in United's 1996 Plan may exercise any options granted
under the 1996 Plan in accordance with the terms of the 1996 Plan and the terms
of the option set forth in the participant's Option Agreement. Any modification,
extension or renewal of an option could be considered as the grant of a new
option for purposes of determining the federal income tax consequences related
to such option.
Exercise of options by certain individuals who are officers,
shareholders or highly compensated individuals, as defined under Section 280G of
the Code, prior to or following any change in control of United, could be
considered a parachute payment and possibly result in the imposition of an
excise tax against such individuals.
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Upon the disposition of the stock acquired by the exercise of an
incentive stock option, the participant will recognize income at the capital
gain rate on the difference between the disposition proceeds and the option
price. However, if the participant does not dispose of the stock within two
years from the date the option is granted or within one year from the date the
option is exercised, the result is a disqualifying disposition and, the amount
equal to the difference between the option price and the fair market value on
the date of exercise will be taxable as ordinary income to the participant and
United will be allowed to deduct a corresponding amount as a business expense
deduction. The amount taxable as ordinary income will be added to the option
stock's basis for purposes of determining the amount of capital gain on the
disposition of the stock. The remaining gain realized on a disqualifying
disposition, if any, will be taxable as a short-term or long-term capital gain,
depending upon the participant's holding period and assuming the stock is a
capital asset of the participant. If the participant transfers the stock in a
disqualifying disposition with respect to which a loss would be allowed and the
amount realized is less than the fair market value of the stock on the date of
the exercise, the amount of income taxable to the participant will be limited to
the excess of the amount realized over the basis of the stock.
The 1996 Plan permits United to grant non-statutory stock options
(options that do not meet the incentive stock option requirements under Section
422 of the Code), if expressly designated as non-statutory options in the Option
Agreement. Options granted under the 1996 Plan, which are non-statutory, may be
taxed to the participant depending on the provisions of such options when
granted, exercised, disposed of or when any restrictions placed thereon lapse.
United will be treated as having paid compensation to the participant and may
deduct the same at the time at which and in the same amount in which the
participant is considered to have realized compensation.
AGAIN, EACH PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH REGARD TO
THE TAX TREATMENT APPLICABLE IN HIS OR HER OWN TAX SITUATION.
Resale of Stock by Plan Participants
Participants who exercise options and receive United common stock under
the 1996 Plan may resell the stock received without restriction if they are not
affiliates of United. Those participants who are affiliates will be subject to
the resale provisions of Rule 144 under the Securities Act of 1933, as amended.
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ITEM 2 - REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Upon written or oral request, United will provide without charge to
each person who receives a copy of the Prospectus a copy of any and all of the
information that is incorporated by reference in the Prospectus (see Part II,
Item 3, "Incorporation of Certain Documents by Reference"), except that exhibits
to documents incorporated by reference in the Prospectus need not be furnished
unless the exhibits are specifically incorporated by reference to the
information included in such documents. United will also provide without charge
upon written notice or oral request, any document required pursuant to Rule
428(b). Any request for additional information should be sent to Joseph Wm.
Sowards, Secretary, United Bankshares, Inc., 514 Market Street, Parkersburg, WV
26101 (telephone number (304) 424-8761).
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<PAGE>
UNITED BANKSHARES, INC.
FORM S-8, PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 - INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
United's proxy statement for the Annual Meeting of Shareholders held
May 20, 1996, the Annual Report of United on Form 10-K for the year ended
December 31, 1996, and all other reports filed by United pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Annual Report on Form 10-K for the year ended December 31, 1996,
are incorporated herein by reference. All reports and other documents filed by
United pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of
1934, as amended, after the date hereof and prior to the termination of the
offering of securities hereby shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents.
ITEM 4 - DESCRIPTION OF SECURITIES
The description of United's common stock provided in its Annual Report
on Form 10-K for the year ended December 31, 1996, is incorporated herein by
reference.
ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL
F. T. Graff, Jr., a member of the Board of Directors and Secretary of
the Executive Committee of the Board of Directors of United, is also a partner
in the law firm of Bowles Rice McDavid Graff & Love, which passed upon the
legality of the 1996 Plan and the common stock which may be issued under the
1996 Plan. Members of the law firm of Bowles Rice McDavid Graff & Love,
including partners and associates, beneficially owned approximately 42,774
shares of United common stock as of December 31, 1996.
LEGAL OPINION
The legality of the 1996 Plan and the common stock which may be
acquired pursuant to the 1996 Plan has been passed upon by Bowles Rice McDavid
Graff & Love, 600 Quarrier Street, P.O. Box 1386, Charleston, WV 25325-1386.
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ITEM 6 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article V of its Articles of Incorporation, United is required
under certain circumstances to indemnify its directors and officers, former
directors and officers, and individuals serving at the request of subsidiaries
of United, for liabilities and costs arising out of any claim, action, suit or
proceeding, whether civil or criminal, to which they are made a party by reason
of being or having been such director or officer of United. Indemnification is
not required or permitted in circumstances in which such person is adjudged to
have committed gross negligence or willful misconduct in serving the corporation
in question. In addition, if the Board of Directors of United makes the
judgement that settlement of any claim, action, suit or proceeding against such
a director or officer or former director or officer is in the best interest of
United, then that individual shall be reimbursed by United for his reasonable
expenses in connection with the matter and the settlement thereof. These
provisions are in addition to all other rights which any director or officer may
be entitled as a matter of law. The full text of Article V is set forth below.
Reference is made to W Va. Code ss. 31-1-19 which sets forth the indemnification
rights permitted under West Virginia law. The full text of W Va.
Code ss. 31-1-19 is also set forth below.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("the Act") may be permitted to directors, officers, and controlling
persons of United, United 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 therefor, unenforceable.
Article V of the Articles of Incorporation of United contains the
following indemnification provision:
Each director and officer of this corporation, or former director or
officer of this corporation, or any person who may have served at its request as
a director or officer of another corporation, his heirs and personal
representative shall be indemnified by this corporation against costs and
expenses at any time reasonably incurred by him arising out of or in connection
with any claim, action, suit or proceeding, civil or criminal, against him or to
which he may be made a party by reason of his being or having been such director
or officer except in relation to matters as to which he shall be adjudged in
such action, suit or proceeding to be liable for gross negligence or willful
misconduct in the performance of a duty to the corporation. If in the judgment
of the board of directors of this corporation a settlement of any claim, action,
suit or proceeding so arising be deemed in the best
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interests of the corporation, any such director or officer shall be reimbursed
for any amounts paid by him in effecting such settlement and reasonable expenses
incurred in connection therewith. The foregoing right of indemnification shall
be in addition to any and all other rights to which any director or officer may
be entitled as a matter of law.
W. Va. Code ss. 31-1-19 provides:
(a) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines, taxes and penalties and interest thereon, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of the corporation, and,
with respect to any criminal action or proceeding, that such person did have
reasonable cause to believe that his conduct was unlawful.
(b) A corporation shall have power to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action or proceeding by or in the right of the corporation to procure
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter, including, but not
limited to, taxes or any interest or
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penalties thereon, as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or proceeding
was brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action or proceeding referred to in subsection (a) or (b), or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(d) Any indemnification under subsection (a) or (b) (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsection (a) or (b). Such
determination shall be made (1) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action or
proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the shareholders or members.
(e) Expenses (including attorneys' fees) incurred in defending a civil
or criminal action or proceeding may be paid by the corporation in advance of
the final disposition of such action or proceeding as authorized in the manner
provided in subsection (d) upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this section.
(f) The indemnification provided by this section shall not be deemed
exclusive of any other rights to which any shareholder or member may be entitled
under any bylaw, agreement, vote of shareholders, members or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
12
<PAGE>
(g) A corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent who
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
(4) United Bankshares, Inc., 1996 Incentive Stock Option Plan
(attached as EXHIBIT 4 to Prospectus).
(5) Opinion and consent of Bowles Rice McDavid Graff & Love regarding
the legality of the securities being registered.
(23) Consents of experts and counsel.
23.1 Consent of Bowles Rice McDavid Graff & Love - See (5)
above.
23.2 Consent of Ernst & Young LLP
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, represents a
fundamental change in the information
13
<PAGE>
set forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the
14
<PAGE>
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be delivered to
each person to whom the prospectus is sent or given, the latest quarterly report
that is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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.
15
<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 Charleston, State of West Virginia, on this 28th day
of March, 1997.
UNITED BANKSHARES, INC.
(Registrant)
By /s/ Richard M. Adams
________________________
Richard M. Adams
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signatures Title Date
/s/ Richard M. Adams Chairman of the Board, March 28, 1997
- ---------------------------- Director, Chief Execu-
Richard M. Adams tive Officer
/s/ I.N. Smith President and Director March 28, 1997
- ----------------------------
I.N. Smith
/s/ Steven E. Wilson Executive Vice Presi- March 28, 1997
- ---------------------------- dent, Chief Financial
Steven E. Wilson Officer, Treasurer and
Chief Accounting Officer
/s/ Robert G. Astorg Director March 28, 1997
- ----------------------------
/s/ Theodore J. Georgelas Director March 28, 1997
- ----------------------------
/s/ Warren A. Thornhill, III Director March 28, 1997
- ----------------------------
/s/ Harold L. Wilkes Director March 28, 1997
- ----------------------------
/s/ James W. Word, Jr. Director March 28, 1997
- ----------------------------
/s/ C.E. Goodwin Director March 28, 1997
- ----------------------------
/s/ G. Ogden Nutting Director March 28, 1997
- ----------------------------
16
<PAGE>
SIGNATURES
(continued)
Signatures Title Date
/s/ Andrew J. Houvouras Director March 28, 1997
- ----------------------------
/s/ R. Terry Butcher Director March 28, 1997
- ----------------------------
/s/ Robert P. McLean Director March 28, 1997
- ----------------------------
/s/ Charles E. Stealey Director March 28, 1997
- ----------------------------
/s/ H. Smoot Fahlgren Director March 28, 1997
- ----------------------------
/s/ F.T. Graff, Jr. Director March 28, 1997
- ----------------------------
/s/ Russell L. Isaacs Director March 28, 1997
- ----------------------------
/s/ William C. Pitt, III Director March 28, 1997
- ----------------------------
/s/ Thomas J. Blair, III Director March 28, 1997
- ----------------------------
/s/ John W. Dudley Director March 28, 1997
- ----------------------------
/s/ Douglass H. Adams Director March 28, 1997
- ----------------------------
17
<PAGE>
UNITED BANKSHARES, INC.
FORM S-8
EXHIBITS INDEX
Item 601
Paragraph (b)
Reference Page
No. 4 United Bankshares, Inc., 1996 Incentive
Stock Option Plan ...............................19
No. 5 Opinion of Bowles Rice McDavid Graff
& Love regarding the legality of the
securities being offered ........................24
No. 23 Consent of Bowles Rice McDavid Graff
& Love ..........................................24
No. 23 Consent of Ernst & Young LLP ....................25
18
EXHIBIT 4
UNITED BANKSHARES, INC.
INCENTIVE STOCK OPTION PLAN
1. Purposes of the Plan.
The Plan is designed to advance the interests of United
Bankshares, Inc. ("United") by assisting in attracting and retaining qualified
employees and providing them with increased motivation to exert their best
efforts on behalf of the Company. It is further designed as an Incentive Stock
Option Plan pursuant to the provisions of Section 422A of the Internal Revenue
Code.
2. Administration.
The Plan shall be administered by the Executive Committee of the
Board of Directors ("Executive Committee") of the Company. The Executive
Committee may select any officer of the Company or of its subsidiaries owning
less than 10% of the issued and outstanding stock of the Company (eligible
employee) to participate in the Plan and may from time to time grant options to
purchase the shares of stock described hereafter in accordance with the terms of
this plan. The Executive Committee shall have full power to construe and
interpret the Plan and promulgate such regulations with respect to the Plan as
it may deem desirable in accordance with applicable law. The terms and
conditions of each option may vary from eligible employee to eligible employee.
3. Stock Subject to Option.
There shall be allocated to the Plan 600,000 authorized and
unissued shares of common capital stock of the Company. The Executive Committee
will consider for award 120,000 shares of Common Capital Stock in any plan year.
Any ungranted options from the prior year(s) will be added to the current year's
options for the Executive Committee's consideration for granting the options.
The total number of options that may be granted in any one year, with the
exception of the first year whereby 120,000 shares will be considered for award,
is the current year's allocation plus the cumulative total of all ungranted
options of all prior years under the 1996 Plan. If an option granted under the
Plan expires or terminates unexercised as to any shares covered thereby, such
shares may thereafter be available for the granting of options under the Plan.
In the event there is any change in the common stock of the Company resulting
from stock splits, stock dividends, exchanges of shares, or otherwise, the
number of shares available for option and subject to any option and the price
per share of shares subject to option shall be proportionately adjusted.
19
<PAGE>
The aggregate fair market value (determined at the time the
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by an employee during any calendar year
(under all incentive stock option plans of the Company and any subsidiary or
parent of the Company) shall not exceed $100,000.00.
The Company, during the term of the options granted pursuant to
this Plan, will at all times reserve and keep available, and will seek to obtain
from any regulatory body having jurisdiction, any requisition authority in order
to issue and sell the number of shares of its Common Stock sufficient to satisfy
the requirements of such options. If in the opinion of its counsel the issue or
sale of any shares of its stock pursuant to this Plan will not be lawful for any
reason, including the inability of the Company to obtain from any regulatory
body having jurisdiction authority deemed by such counsel to be necessary to
such issuance or sale, the Company shall not be obligated to issue or sell any
such shares.
4. Terms and Conditions of Options.
All options granted under this Plan shall be issued upon such
terms and conditions as the Executive Committee, in its discretion, may from
time to time determine, provided, however, that all options granted shall be
subject to the following provisions:
(a) Option Price: The option price per share with respect to each
option shall be not less than 100% of the fair market value of the stock on the
date the option is granted.
(b) Vesting: Subject to the acceleration of vesting provisions of
Section 4(c), following, an employee shall be permitted to exercise options
granted hereunder in accordance with the following vesting schedule:
Years from Permissible Exercise Until
Grant of Option Expiration of Option
--------------- --------------------------
1 50% of Option Shares
2 75% of Option Shares
3 100% of Option Shares
(c) Change in Control: Not withstanding the vesting schedule of Section
4(b), above, in the event of a "change in control" as hereafter defined, an
employee shall be permitted to exercise all of the options granted beginning on
the date of the execution of a binding contract which would result in a "change
in control", whether or not the contract is performed, and ending on the
20
<PAGE>
effective date of the "change in control", at which time all unexercised options
in effect at such time shall terminate. The surviving or resulting corporation
or other entity, in its absolute discretion, may grant options to purchase its
shares upon such terms and conditions as it desires.
For the purposes of this Plan, a "change in control shall be deemed to
have occurred: (i) if any "person" (as such term is used in Section 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934 (the "Exchange Act")) shall have
become the beneficial owner (as such term is used in the Exchange Act), directly
or indirectly, of common stock of the Company representing twenty percent (20%)
or more of the combined voting power of the Company's then outstanding
securities eligible to be voted in an election of directors, unless two-thirds
(2/3rds) of the Board, as constituted immediately prior to the date of the
change in control, decide in their discretion that no change in control has
occurred; (ii) if at any time individuals who as of the date of adoption of this
Plan constitute a majority of the Board of Directors cease for any reason other
than death or voluntary resignation (being a resignation not requested by any
other person or persons) to constitute at least a majority thereof; or (iii) if
there is a change in control of a nature that, in the opinion of counsel for the
Company, would be required to be reported in response to Item 6(e) of Schedule
14A under the Exchange Act, unless two-thirds (2/3rds) of the Board, as
constituted immediately prior to the date of the change in control, decide in
their discretion that no change in control has occurred.
(d) Exercise of Options: An exercise of an option shall be made in a
written notice to the Company of the election and of the number of shares to be
purchased. Full payment for shares acquired shall be made in cash at the time
that an option, or any part thereof, is exercised. The rights of a record holder
of stock with respect to such shares will not accrue until a certificate for the
shares is issued.
(e) Term of Option: No option shall be granted for a term of more than
ten (10) years from the date the option is granted.
(f) Employment Status of Optionee: Except as hereinafter provided with
respect to disability and death, each option, to the extent it shall not have
been exercised, shall terminate upon three (3) months after the termination of
employment of the optionee. In the event termination of employment is the result
of the optionee's permanent and total disability, as defined in Section 22(e)(3)
of the Internal Revenue Code, or successor section, each option, to the extent
it shall not have been exercised, shall terminate one (1) year after the
termination of employment of the optionee. This limitation is waived entirely
for exercises by estates or by
21
<PAGE>
persons receiving options because of the death of the optionee. Provided,
however, that nothing in this paragraph shall operate to extend the term of the
option beyond the term stated in the agreement granting the option. If any
unexercised option terminates for any reason, the shares covered thereby may be
optioned to other eligible employees.
(g) Options Nonassignable and Nontransferable: Each option, and all
rights thereunder, shall be nonassignable and nontransferable other than by will
or the laws of descent and distribution. With the exception hereafter noted for
disability, during an optionee's lifetime, an option may only be exercised by
the optionee. If an optionee suffers total and permanent disability, an option
may be exercised by the optionee, if capable, or by the optionee's committee,
guardian, attorney-in-fact or other authorized person or entity. After the death
of an optionee, an option may be exercised by his or her personal
representative, devisee or heir, as the case may be.
(h) Order of Exercise: Any option granted pursuant to this Plan may be
exercised in any order, at the discretion of the optionee.
(i) Grant of Non-Statutory Stock Options: An option granted pursuant to
this Plan may be a non-statutory stock option notwithstanding that it may
satisfy all of the terms and conditions of this Section 4, subsections (a)
through (h), above. In such case, the Option Agreement entered into by and
between the Company and the optionee shall express that the option granted is a
non-statutory stock option.
5. Rights of Shareholders.
No optionee shall have rights as a shareholder as to shares covered by an
option until the date a stock certificate is issued to such individual for the
shares.
6. Effective Date of Plan:
The Plan shall become effective upon approval of the Board of Directors,
but shall be rendered ineffective unless approved by the shareholders owning a
majority of the stock of the Company within twelve (12) months after it is
adopted by the Board of Directors.
7. Amendment of Plan.
The Board of Directors may at any time terminate or from time to time
amend the Plan and the terms and conditions of any options not theretofore
issued; and may, with the consent of the affected holder of an option, withdraw
or from time to time amend the Plan
22
<PAGE>
and the terms and conditions of any options which theretofore have been granted.
However, the Board of Directors may not, without the approval of the
shareholders, amend or alter the Plan to increase the maximum number of shares
as to which options may be granted under the Plan or change the class of
eligible employees.
8. Termination of Plan.
The Plan shall terminate five (5) years from its effective date, or if
earlier, five (5) years from the date of its adoption, but the termination shall
not affect option rights granted before the date of termination.
23
EXHIBITS 5 and 23.1
March 28, 1997
United Bankshares, Inc.
300 United Center
500 Virginia Street
Charleston, West Virginia 25301
Re: Form S-8 Registration Statement
Gentlemen:
This opinion is rendered in connection with the Form S-8 Registration
Statement (the "Registration Statement") filed by United Bankshares, Inc. (the
"Registrant") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, with respect to the registration of 600,000 shares of
common stock of Registrant, $2.50 par value ("Common Stock") issuable in
connection with Registrant's 1996 Incentive Stock Option Plan (the "1996 Plan"),
all as set forth in the Registration Statement.
We are of the opinion that if all the conditions set forth in the 1996
Plan are satisfied, the Common Stock, when issued in connection with terms
set forth therein, will be duly authorized, validly issued, fully paid and
nonassessable and will not be issued in violation of any preemptive rights of
any shareholder of Registrant.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein.
Very truly yours,
BOWLES RICE McDAVID GRAFF & LOVE
By /s/ Deborah A. Sink
___________________________
Deborah A. Sink
24
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
pertaining to the 1996 Incentive Stock Option Plan (Form S-8, No. 333-______) of
United Bankshares, Inc. and subsidiaries, of our report dated February 24, 1997,
with respect to the consolidated financial statements of United Bankshares, Inc.
and subsidiaries incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Charleston, West Virginia
March 27, 1997
25
