NBC CAPITAL CORP
S-8, 1999-09-20
NATIONAL COMMERCIAL BANKS
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<PAGE>

As filed with the Securities and Exchange Commission on September 20, 1999
                                                Registration No.  333-__________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  ____________

                                    FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  ____________

                            NBC CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)


               Mississippi                            64-0694775
             (State or other                        (I.R.S. Employer
       jurisdiction of incorporation             Identification Number)
             or organization)

                              301 East Main Street
                         Starkville, Mississippi 39760
                                 (662) 323-1341
              (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)

                               _________________

                             NBC CAPITAL CORPORATION
                         ASSUMPTION OF STOCK OPTIONS OF
                               FFBS BANCORP, INC.
                            (Full title of the Plan)

                               ________________

               Richard T. Haston                       Copy to:
             Executive-Vice President             Virginia Boulet, ESQ.
           and Chief Financial Officer            Phelps Dunbar, L.L.P.
             NBC Capital Corporation           400 Poydras Street, 30/th/ Floor
              1108 Highway 82 W.                New Orleans, Louisiana 70130
           Starkville, Mississippi 39759              (504) 584-9286
                (662) 324-4258
(Name, address, including zip code, and telephone number,
         including area code, of agent for service)

                               _______________
<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
===================================================================================================
                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
 TITLE OF SECURITIES    AMOUNT TO BE        OFFERING PRICE     AGGREGATE OFFERING      AMOUNT OF
   TO BE REGISTERED    REGISTERED/(1)/       PER UNIT/(2)/        PRICE/(2)/       REGISTRATION FEE
__________________________________________________________________________________________________
<S>                     <C>                  <C>                  <C>                 <C>
Common Stock            29,445 shares        $28.00/(3)/          $824,460            $229.20
===================================================================================================
</TABLE>

/(1)/ Upon the occurrence of any future stock split, stock dividend or similar
      transaction involving common stock of the Registrant during the
      effectiveness of this Registration Statement, the number of securities
      registered shall be automatically increased to cover the additional
      securities in accordance with Rule 416(a) under the Securities Act of
      1933.

/(2)/ Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(c).

/(3)/ The average of the bid and asked price per share of the Common Stock on
      September 13, 1999.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*Item 1.  Plan Information.

*Item 2.  Registrant Information and Employee Plan Annual Information.

*    The information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I
of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by NBC Capital Corporation with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934 are incorporated in this registration statement by reference:

     (1) NBC's Registration Statement on Form S-4 and the amendment thereto,
filed with the SEC on March 30, 1999 and April 29, 1999 (Commission File
No. 333-75293).

     (2) NBC's Form 10Q Reports (Commission File No. 0-12885) filed for the
fiscal quarters ended March 31,1999 and June 30, 1999, filed with the SEC on May
12, 1999 and August 10, 1999, respectively.

     (3) NBC's Annual Report on Form 10K (Commission File No.0-12885) for the
fiscal year ended December 31, 1998, filed with the SEC on March 30, 1999.

     (4) The description of NBC's common stock set forth in its current report
on Form 8-K (Commission file No. 0-12885), filed with the SEC on September 15,
1999.

     All documents subsequently filed by NBC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the filing by NBC of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statements so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

                                      -1-
<PAGE>




Item 4.   Description of Securities.

     This item is not applicable because NBC's common stock is registered under
Section 12 of the Exchange Act.


Item 5.   Interest of Named Experts and Counsel.

     No expert named in the registration statement as having prepared or
certified any part thereof or counsel for NBC named as having given an opinion
on the validity of the securities registered or other legal matters in
connection with the registration or offering of such securities was employed for
such purpose on a contingent basis, or had or is to receive in connection with
the offering a substantial or direct or indirect interest in NBC or any of its
subsidiaries.

     Gholson, Hicks & Nichols, A Professional Association, provided an opinion
of the validity of the shares registered by NBC in this registration statement.
As of the date of this prospectus, members of the firm of Gholson, Hicks &
Nichols beneficially owned 69,608 shares of NBC common stock.  In addition, Mr.
Hunter Gholson, a partner in the firm, serves as a director and secretary of
NBC.


Item 6.   Indemnification of Directors and Officers.

     The Mississippi Business Corporation Act ("MBCA") contains provisions that
directly affect the liability of officers and directors of Mississippi
corporations to the corporations and stockholders whom they serve. Article 8,
Subarticle E of the MBCA permits Mississippi corporations to indemnify officers
and directors, as well as certain other individuals who act on behalf of such
corporations. Article 8, Subarticle C sets forth the standards of conduct
required for directors, and Article 8, Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section 79-4-8.30 of the MBCA provides that directors of Mississippi
corporations are required to discharge the duties of their positions in good
faith, with the care that an ordinarily prudent person would exercise under
similar circumstances in like positions and in a manner reasonably believed to
be in the best interests of the corporation.  This section specifically provides
that in considering the best interests of the corporation, the director must
consider the interests of the corporation's stockholders.  A director is allowed
to rely in good faith on information provided to him by the corporation's
officers, legal counsel, accountants, other

                                      -2-
<PAGE>

experts and board committees on which he is not a member. Section 79-4-8.42
imposes the same standards of conduct on officers of Mississippi corporations,
except there is no specific provision regarding the interests of the
stockholders. Officers are allowed to rely in good faith on information provided
to them by other officers, legal counsel, accountants and other experts. If
directors and officers perform their duties in compliance with these sections,
they will not be liable for any action, or failure to take action, taken in the
performance of their duties.

     Section 79-4-8.33 imposes personal liability of directors to the
corporation and its stockholders for distributions made in excess of standards
established by Mississippi law or in the corporation's articles of
incorporation.  The MBCA also provides that a director cannot be indemnified, as
allowed by the provisions of the MBCA discussed below, in circumstances where,
in his performance as a director, he has received a financial benefit to which
he is not entitled, he intentionally inflicts harm on the corporation or its
stockholders or he intentionally violates any criminal law.  Section 79-4-
2.02(b)(5) permits the corporation to include an obligatory indemnification for
directors in its Articles of Incorporation for all acts other than those
outlined above.

     Article 11 of NBC's articles of incorporation complies with the permitted
indemnification provision of Section 79-4-2.02(b)(5).  The personal liability of
a director of NBC is eliminated unless he breaches his duty of loyalty to the
corporation or its stockholders, commits acts or omissions not in good faith, or
which involve intentional misconduct or knowing violation of law, permits
unlawful distributions or receives an improper personal benefit from any
transaction.  Article 11 further permits NBC to advance all expenses for defense
of a director in any lawsuit brought against a director in his capacity as a
director.  The MBCA specifically provides, in Section 79-4-8.53 that such
advances are allowed by Mississippi law.  Such advances may be made under the
MBCA only after a determination that the director met all relevant standards of
conduct.

     Section 79-4-8.51 of the MBCA permits a Mississippi corporation to
indemnify any officer to the same extent as to a director.  Article VI of NBC's
by-laws provides that any person who is or was a party or is threatened to be
made a party to any action, suit or proceeding by reason of the fact that he or
she was a director, officer, employee or agent of the corporation, or was
serving at the request of the corporation in one of those capacities for another
business, may be indemnified to the fullest extent allowed law against all
expense, liability and loss (including attorneys' fees, judgments, fines and
amounts paid in settlement) reasonably incurred by such persons.

     Indemnification of officers and directors against reasonable expenses is
mandatory under Section 79-4-8.52 of the MBCA to the extent the officer or
director is successful on the merits or otherwise in the defense of any action
or suit against him giving rise to a claim of indemnification.

                                      -3-
<PAGE>

     Section 79-4-8.57 permits a Mississippi corporation to purchase and
maintain insurance on behalf of its officers and directors, against liability
asserted against or incurred by them in their capacities as officers or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability.  Article VI,
Section 4 of NBC's by-laws permits NBC to obtain such insurance.

     The MBCA treats suits by or in the right of the corporation, or derivative
suits, differently from other legal actions.  Indemnification is not permitted
in a derivative action, except for reasonable expenses incurred in connection
with the proceeding if the officer or director has met the relevant standards of
conduct.


Item 7.   Exemption from Registration Claimed.

     This item is not applicable because no restricted securities are to be
reoffered or resold pursuant to this registration statement.


Item 8.   Exhibits.

     4      NBC Capital Corporation's Plan for the Assumption of the FFBS
            Bancorp, Inc. 1993 Incentive Stock Option Plan and the FFBS Bancorp,
            Inc. 1993 Stock Option Plan for Outside Directors.

     5.1    Opinion of Gholson, Hicks & Nichols, A Professional Association
            as to the legality of the securities being registered.

     23.1   Consent of T.E. Lott & Co.

     23.2   Consent of Gholson, Hicks & Nichols, A Professional Association
            (included in Exhibit 5.1).

     24.1   Power of Attorney (included on signature page of this Registration
            Statement).


Item 9.   Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers of shares 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;

                                      -4-
<PAGE>

          (ii) To reflect in the prospectus any facts or events arising after
     the effective date of the registration statement (or the most recent post-
     effective amendment thereof) which, individually or in the aggregate,
     represent a fundamental change in the information set forth in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (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.

     (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.

     (4) If the registration is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.

     (5) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (6) 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

                                      -5-
<PAGE>

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 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.

                                      -6-
<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 Starkville, State of Mississippi, on this 8th day
of September, 1999.

                                      NBC CAPITAL CORPORATION



                                      By:  /s/  LEWIS F. MALLORY, JR.
                                          ---------------------------------
                                           Lewis F. Mallory, Jr.
                                           Chairman of the Board and
                                           Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
immediately below constitutes and appoints Richard T. Haston, his true and
lawful attorney-in-fact and agent, with full power of substitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated.

                                      NBC CAPITAL CORPORATION



                                      By:     /s/ Lewis F. Mallory, Jr.
                                          ---------------------------------
                                          Lewis F. Mallory, Jr.
                                          Chairman of the Board and
                                          Chief Executive Officer

                                      S-1
<PAGE>

<TABLE>
<CAPTION>
          Signature                      Title                             Date
          ---------                      -----                             ----
<S>                             <C>                                   <C>
 /s/ Lewis F. Mallory, Jr.          Chairman of the Board             September 8, 1999
- -----------------------------   Chief Executive Officer/Director
Lewis F. Mallory, Jr


  /s/ Mark A. Abernathy           President and Chief Operating       September 8, 1999
- -----------------------------              Officer/Director
Mark A. Abernathy


  /s/ Richard T. Haston              Chief Financial Officer          September 8, 1999
- -----------------------------
Richard T. Haston


  /s/ Aubrey Adair                   Chief Accounting Officer         September 8, 1999
- -----------------------------
Aubrey Adair


   /s/ David Byars                            Director                September 8, 1999
- -----------------------------
David Byars


  /s/ Robert S. Caldwell, Jr.                 Director                September 8, 1999
- -----------------------------
Robert S. Caldwell, Jr.


  /s/ Robert L. Calvert, III                   Director                September 8, 1999
- -----------------------------
Robert L. Calvert, III


  /s/ Robert A. Cunningham                    Director                September 8, 1999
- -----------------------------
Robert A. Cunningham


  /s/ J. Nutie Dowdle                         Director                September 8, 1999
- -----------------------------
J. Nutie Dowdle


  /s/ Clifton B. Fowler                       Director                September 8, 1999
- -----------------------------
Clifton B. Fowler

</TABLE>

                                      S-2
<PAGE>

<TABLE>
<S>                             <C>                                   <C>

  /s/ James C. Galloway, Jr.                 Director                 September 8, 1999
- --------------------------
James C. Galloway, Jr.


  /s/ Hunter M. Gholson                      Director                 September 8, 1999
- --------------------------
Hunter M. Gholson


  /s/ E. Frank Griffin, III                  Director                 September 8, 1999
- --------------------------
E. Frank Griffin, III


  /s/ Bobby L. Harper                        Director                 September 8, 1999
- --------------------------
Bobby L. Harper


  /s/ Robert S. Jones                        Director                 September 8, 1999
- --------------------------
Robert S. Jones


- --------------------------                   Director                 September 8, 1999
Robert D. Miller


  /s/ Edith D. Millsaps                      Director                 September 8, 1999
- --------------------------
Edith D. Millsaps


  /s/ Ralph E. Pogue                         Director                 September 8, 1999
- --------------------------
Ralph E. Pogue


  /s/ Thomas J. Prince, Jr.                  Director                 September 8, 1999
- --------------------------
Thomas J. Prince, Jr.


  /s/ James R. Prude                         Director                 September 8, 1999
- --------------------------
James R. Prude


  /s/ Sarah Scribner Prude                   Director                 September 8, 1999
- --------------------------
Sarah Scribner Prude
</TABLE>

                                      S-3
<PAGE>

<TABLE>
<S>                             <C>                                   <C>

- --------------------------                   Director                 September 8, 1999
Allen B. Puckett, III


- --------------------------                   Director                 September 8, 1999
Dr. James C. Ratcliff


  /s/ Sammy J. Smith                         Director                 September 8, 1999
- --------------------------
Sammy J. Smith


  /s/ H. Stokes Smith                        Director                 September 8, 1999
- --------------------------
H. Stokes Smith


  /s/ Henry S. Weiss                         Director                 September 8, 1999
- --------------------------
Henry S. Weiss

</TABLE>

                                      S-4

<PAGE>

                                                                       EXHIBIT 4


                            NBC Capital Corporation
                      Assumption of the FFBS Bancorp, Inc.
                      1993 Incentive Stock Option Plan and
                           and the FFBS Bancorp, Inc.
                   1993 Stock Option Plan for Outside Directors


     Attached hereto are resolutions adopted by the board of directors of NBC
Capital Corporation on September 8, 1999 and Section 1.11 of the Agreement and
Plan of Merger by and between NBC Capital Corporation and FFBS Bancorp, Inc.
dated February 3, 1999, which, taken together, constitute the terms and
conditions of the NBC Capital Corporation Assumption of the FFBS Bancorp, Inc.
1993 Incentive Stock Option Plan and the FFBS Bancorp, Inc. 1993 Stock Option
Plan for Outside Directors (the "Plan").
<PAGE>

                              BOARD OF DIRECTORS
                            NBC CAPITAL CORPORATION

                                  RESOLUTIONS

     WHEREAS, FFBS Bancorp, Inc. ("FFBS") maintained the FFBS 1993 Incentive
Stock Option Plan and the FFBS 1993 Stock Option Plan for Outside Directors;

     WHEREAS, Section 1.11 of the Agreement and Plan of Merger between NBC
Capital Corporation (this "Corporation") and FFBS effective as of August 31,
1999 (the "Merger Agreement"), provided for the assumption by this Corporation
of the outstanding options issued by FFBS under such plans;

     NOW, THEREFORE, BE IT RESOLVED, that in accordance with Section 1.11 of the
Merger Agreement, this Corporation shall assume the obligations of FFBS with
respect to the outstanding options granted under the FFBS 1993 Incentive Stock
Option Plan and the FFBS 1993 Stock Option Plan for Outside Directors (all such
options referred to herein as the "Assumed Options");

     FURTHER RESOLVED, that these resolutions, together with Section 1.11 of the
Merger Agreement, shall constitute the plan of this Corporation with respect to
the Assumed Options, such plan to be effective as of August 31, 1999 (the
"Assumed Option Plan") (the "Effective Date");

     FURTHER RESOLVED, that this Board of Directors shall serve as the
administrator of the Assumed Option Plan established hereunder, and that the
board shall have the discretionary power and authority to interpret and construe
the provisions of the plan, to establish rules and regulations relating to the
plan, and to make any other determinations which it believes necessary or
advisable for the proper administration of the plan or the exercise of the
Assumed Options thereunder;

     FURTHER RESOLVED, that this Board of Directors hereby reserves for issuance
under the Assumed Option Plan a maximum of 30,000 shares of the common stock,
$1.00 par value, of this Corporation ("NBC Stock");

     FURTHER RESOLVED, that this Board of Directors hereby ratifies and confirms
the grant of the Assumed Options in such amounts and at such option prices as
set forth in Exhibit A hereto and that all Assumed Options shall be fully vested
and exercisable as of the Effective Date and shall expire as follows: (1)
Assumed Options held by Mr. Willis H. Jolly, Jr. shall expire on the earlier of
August 31, 2000 or the tenth anniversary of the original date of grant under the
FFBS plan; (2) Assumed Options held by Mr. William H. McIntyre shall expire on
the earlier of November 30, 1999 (i.e., three months after Mr. McIntyre's
employment with FFBS was terminated) or the tenth anniversary of the original
date of grant under the FFBS plan; (3)  Assumed Options held by Mr. Robert S.
Caldwell, Jr. shall expire on the earlier of the one-year anniversary of the
date on which Mr. Caldwell ceases to be a director of NBC or the tenth
<PAGE>

anniversary of the original date of grant under the FFBS plan; and (4) Assumed
Options held by Mr. E. Frank Griffin, III shall expire on the earlier of the
three-month anniversary of the date on which Mr. Griffin ceases to be an
employee of NBC or the tenth anniversary of the original date of grant under the
FFBS plan;

     FURTHER RESOLVED, that the appropriate officers of this Corporation are
hereby authorized to issue shares of NBC Stock upon the exercise of the Assumed
Options and payment of the exercise price therefor;

     FURTHER RESOLVED, that the appropriate officers of this Corporation are
hereby authorized, empowered and directed to file with the Securities and
Exchange Commission (the "Commission"), as soon as practicable after August 31,
1999, a registration statement on Form S-8 (the "Registration Statement")
covering shares of common stock of the Corporation to be issued pursuant to
these resolutions, substantially in the form presented to this meeting, but with
such changes therein and additions thereto as they, in their discretion, shall
deem necessary or advisable;

     FURTHER RESOLVED, that Richard T. Haston be named in the Registration
Statement as the Corporation's agent for service (the "Agent for Service"), and
that the Agent for Service be and hereby is authorized and designated to act on
behalf of the Corporation as its Agent for Service as to all matters relating to
the Registration Statement with the powers enumerated in the rules and
regulations of the Commission, specifically including Rule 478 thereof;

     FURTHER RESOLVED, that the chief executive officer and such other officers
as he may from time to time designate, whether orally or in writing, are hereby
authorized, empowered and directed to prepare or cause to be prepared and to
deliver to the participants in the Plan a prospectus complying with the
requirements of Form S-8, and to prepare or cause to be prepared any supplement
to the prospectus as may be required under applicable law;

     FURTHER RESOLVED, that such officers are hereby authorized, empowered and
directed to prepare or cause to be prepared and to execute in the name and on
behalf of the Corporation and to cause to be filed with the Commission such
amendments and supplements to the Registration Statement or prospectus as are
deemed necessary or advisable in order that the registration statement shall
remain effective and in compliance with the rules and regulations of the
Commission; and

     FURTHER RESOLVED, that the chief executive officer and such officers as he
may from time to time designate, whether orally or in writing, are hereby
authorized and empowered to take any and all actions, and to prepare, execute
and file such documents, as they shall deem necessary or advisable, in order to
carry out the purposes and intents of the foregoing resolutions.
<PAGE>

                                   EXHIBIT A


                                  NBC       Price per
     Name of Optionee        Common Stock     share
     ================        ============  ==========

Robert S. Caldwell, Jr.          5,768       $11.42
E. Frank Griffin, III            4,011       $11.42
W. H. Jolly, Jr.                 5,768       $11.42
W. H. McIntyre                  13,898       $11.42

        Total Shares            29,445
<PAGE>

1.11.     Treatment of Stock Options.  (a) At the Effective Time, each
outstanding option to purchase shares of FFBS Common Stock under the FFBS stock
option plans (each, an "FFBS Stock Option"), whether vested or unvested, shall
be converted into an option to acquire, on the same terms and conditions as were
applicable under such FFBS Stock Option, the number of shares of NBC Common
Stock equal to (a) the number of shares of FFBS Common Stock subject to the FFBS
Stock Option, multiplied by (b) the Exchange Rate (such product rounded to the
nearest whole number) (a "Replacement Option"), at the exercise price per share
(rounded down to the nearest whole cent) equal to (y) the per share exercise
price pursuant to such FFBS Stock Option divided by (z) the Exchange Rate.  For
example, each FFBS Stock Option with an exercise price of $10.00 shall be
converted into an option to purchase .7702 shares of NBC Common Stock with an
exercise price of $12.98.  Notwithstanding the foregoing, each FFBS Stock Option
which is intended to be an "incentive stock option" (as defined in Section  422
of the Code) shall be adjusted in accordance with the requirements of Section
424 of the Code. Accordingly, with respect to "incentive stock options,"
fractional shares will be rounded down to the nearest whole number of shares and
where necessary the per share exercise price shall be rounded up to the nearest
cent.  At or prior to the Effective Time, FFBS shall use its best efforts,
including its reasonable best efforts to obtain  any necessary consents from
optionees, with respect to the FFBS stock option plans to permit the replacement
of the outstanding FFBS Stock Options by NBC pursuant to this Section and to
permit NBC to assume the FFBS stock option plans.  FFBS shall further take all
action necessary to amend the FFBS stock option plans to eliminate automatic
grants or awards thereunder following the Effective Time.  At the Effective
Time, NBC shall assume the FFBS stock option plans; provided, that such
assumption shall be only in respect of the Replacement Options and that NBC
shall have no obligation with respect to any awards under the FFBS stock option
plans other than the Replacement Options and shall have no obligation to make
any additional grants or awards under such assumed FFBS stock option plans.  As
used herein, Exchange Rate shall mean the Exchange Rate as it may be adjusted
pursuant to Section 1.4 of this Agreement.

     (b) At all time after the Effective Time, NBC shall reserve for issuance
such number of shares of NBC Common Stock as necessary so as to permit the
exercise of options granted under the FFBS stock option plans in the manner
contemplated by this Agreement and the instruments pursuant to which such
options were granted.  NBC shall file with the SEC a registration statement on
an appropriate form under the Securities Act with respect to the shares of NBC
Common Stock subject to the options to acquire NBC Common Stock issued pursuant
to Section 1.11(a) hereof, and shall use its reasonable best efforts to maintain
the current status of the prospectus contained therein, as well as comply with
any applicable state securities or "blue sky" laws, for so long as such options
remain outstanding.

<PAGE>

                                                                       EXHIBIT 5

                               September 8, 1999



NBC Capital Corporation
P. O. Box 1187
Starkville MS 39760

Ladies & Gentlemen:

     In our capacity as counsel for NBC Capital Corporation, a Mississippi
corporation ("NBC"), we have represented NBC in the negotiation of the Merger
(the "Merger") of  FFBS Bancorp, Inc., a Delaware corporation ("FFBS"), with and
into NBC, and the issuance of shares of common stock, par value $1.00 per share,
of NBC in connection with the Merger, including, without limitation, the
issuance of shares pursuant to that certain Registration Statement on Form S-8
to be filed by NBC with the Securities and Exchange Commission (the
"Registration Statement") with respect to the issuance by NBC of up to 30,000
shares of NBC common stock (the "Shares").

     In furnishing this opinion, we have examined such documents and have made
such investigation of matters of fact and law as we have deemed necessary or
appropriate to provide a basis for the opinions set forth herein.  In such
examination and investigation, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted as originals, and the conformity to original documents of
all documents submitted as certified or photostatic copies.

     In rendering this opinion, we do not express any opinion concerning any law
other than the law of the State of Mississippi and the federal law of the United
States, and we do not express any opinion, either implicitly or otherwise, on
any issue not expressly addressed below.

     Based upon and limited by the foregoing, and based upon legal
considerations which we deem relevant and upon laws or regulations in effect as
the date hereof, we are of the opinion that:

     1.   The Company has been duly incorporated and is validly existing and in
good standing under the laws of the State of Mississippi.
<PAGE>

NBC Capital Corporation
September 8, 1999
Page 2
_________________________

     2.   The Shares have been duly authorized and either are, or, upon issuance
thereof pursuant to the terms of the Registration Statement, will be, validly
issued, fully paid and nonassessable.

     We hereby expressly consent to the filing of this opinion with the
Securities & Exchange Commission as an exhibit to the registration statement and
to the reference to this opinion therein.

     This opinion is being furnished to you pursuant to the filing of the
registration statement and may not be relied upon by any other person or used
for any other purpose, except as provided for in the preceding paragraph.

                              Very truly yours,

                              GHOLSON, HICKS & NICHOLS,
                              A Professional Association


                              BY: /s/ William F. Gillis
                                 ----------------------------------
                                      William F. Gillis

WFG/rh
nbccap.opi

<PAGE>

                                                                      EXHIBIT 23

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement (Form S-8 for the registration of
shares of NBC Capital Corporation common stock in connection with the Stock
Option Plan for Conversion of FFBS Bancorp, Inc. Stock Options) of our report
dated January 27, 1999, included in NBC Capital Corporation's Form 10-K for the
year ended December 31, 1998, and to all references to our Firm included in this
Registration Statement.



                              /s/ T. E. LOTT & COMPANY


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