<PAGE> 1
As filed with the Securities and Exchange Commission on April 11, 1996
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
FNB FINANCIAL SERVICES CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-1382275
(State of Incorporation) (I.R.S. Employer Identification No.)
202 South Main Street
Reidsville, North Carolina 27320
(910) 342-3346
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
----------------------------------
Ernest J. Sewell, President
FNB Financial Services Corporation
202 South Main Street
Reidsville, North Carolina 27320
(910) 342-3346
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
C. Marcus Harris, Esq. Robert F. Albright
Poyner & Spruill, L.LP. Senior Vice President
100 North Tryon Street, Suite 400 FNB Financial Services Corporation
Charlotte, North Carolina 28202-4010 202 South Main Street
(704) 342-5250 Reidsville, North Carolina 27320
(910) 342-3346
----------------------------------
(Facing Page continued on the following page)
<PAGE> 2
(Continuation of Facing Page)
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]____________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]____________
-------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amont
Shares to be to be Offering Price Aggregate Offering of Registration
Registered Registered(1) Per Unit(2) Price(2) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 375,000 $21.50 $8,062,500 $2,781
($1.00 par value) shares
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covered such
additional number of shares of Common Stock that may become issuable in the
event of a stock dividend, split-up of shares, recapitalization, or other
similar change in the Common Stock.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee, upon the basis of the average of the high and low prices
of the Common Stock as reported on the Nasdaq National Market tier of The
Nasdaq Stock Market on April 4, 1996.
<PAGE> 3
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
FNB FINANCIAL SERVICES CORPORATION
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
------------------------
FNB Financial Services Corporation (the "Company") hereby offers to
shareholders participation in its Dividend Reinvestment and Common Stock
Purchase Plan (the "Plan"), which is designed to provide a convenient method of
investing cash dividends and optional cash payments from $25 to $1,000 per
quarter in shares of the Company's Common Stock (the "Common Stock") without
payment of brokerage commissions or other charges. The terms and provisions of
the Plan in question and answer format are set forth in this Prospectus.
Reinvested cash dividends and optional cash payments will be used to
purchase Common Stock from the Company, in the open market, in negotiated
transactions, or a combination of the foregoing.
The price of Common Stock purchased under the Plan will be either (a)
if purchased from the Company, the closing sale price of the Common Stock as
reported on the Nasdaq National Market tier of The Nasdaq Stock Market on the
relevant Investment Date, or if there was no reported sale on that date, the
mean between the bid and asked quotations on that date, or if no quotations for
the price of the Common Stock are available on that date, on the next preceding
date on which a sale is reported or quotations are available, or (b) if
purchased in the open market or in negotiated transactions, the weighted
average price of all shares purchased for the Plan for the relevant Investment
Date.
The Common Stock is traded in the Nasdaq National Market tier of The
Nasdaq Stock Market under the symbol "FNBF". This Prospectus relates to
375,000 authorized but unissued shares of Common Stock offered for purchase
under the Plan. This Prospectus should be retained for future reference.
Shareholders who do not desire to participate in the Plan will
continue to receive cash dividends, as declared, in the usual manner.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
The date of this Prospectus is April 10, 1996.
<PAGE> 4
AVAILABLE INFORMATION
The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information filed with the Commission can be inspected
and copied at the Public Reference Room of the Commission, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549; at its regional offices located at
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material
can be obtained by mail from the Public Reference Section of the Commission,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Copies of such material and other information concerning the Company
will be available for inspection at the offices of The Nasdaq Stock Market, 4th
Floor, 1735 K Street, N.W., Washington, D.C. 20006-1500. This Prospectus does
not contain all the information set forth in the Registration Statement and
exhibits thereto that the Company has filed with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"), to which reference
is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents filed with the Commission:
(1) Its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995, filed pursuant to Section 13 of the Exchange Act (Commission
File No. 0-13086).
(2) The description of the Common Stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any amendment
or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed
incorporated by reference in this Prospectus and to be a part hereof from the
date of the filing of such documents. See "AVAILABLE INFORMATION." Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of the Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, including any beneficial owner, upon request of any
such person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents not specifically
incorporated by reference). Written or telephone requests should be directed
to Robert F. Albright, Senior Vice President, FNB Financial Services
Corporation, P.O. Box 2037, Reidsville, North Carolina 27323-2037, (910)
342-3346.
2
<PAGE> 5
THE COMPANY
The Company is a bank holding company that owns all the outstanding
stock of the First National Bank of Reidsville, a national banking association
that operates as a full service commercial bank.
The Company was incorporated on August 19, 1983 under the laws of the
State of North Carolina. Its executive offices are located at 202 South Main
Street, Reidsville, North Carolina 27320. The Company's telephone number at
this location is (910) 342-3346.
THE PLAN
The following questions and answers explain and constitute the Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The Dividend Reinvestment and Common Stock Purchase Plan (the "Plan")
provides holders of Common Stock of the Company with a convenient and
economical way to reinvest cash dividends and make optional cash purchases in
shares of Common Stock without paying brokerage commissions or other charges.
If shares are acquired from the Company, and not in the open market or in
negotiated transactions, the Company will receive funds to be used for general
corporate purposes.
PARTICIPATION
2. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of Common Stock who have shares registered in their names
are eligible to participate in the Plan. If stock is registered in someone
else's name, such as a broker or nominee, and you would like to participate,
you must either make appropriate arrangements for that person to participate on
your behalf, or you must become a shareholder of record by having those shares
with respect to which you wish to participate transferred to your name.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
Your right to participate in the Plan is not transferable apart from a
transfer of your Common Stock to another person.
Shareholders who do not participate in the Plan will continue to
receive cash dividends, as declared, in the usual manner.
3
<PAGE> 6
3. WHAT OPTIONS ARE AVAILABLE TO THOSE ELIGIBLE TO PARTICIPATE?
You may have dividends on all or some of your shares automatically
reinvested in Common Stock and, if you elect to do this, you may also make an
optional cash payment of not less than $25, up to a maximum of $1,000 per
quarter, for the purchase of additional shares of Common Stock. See Question
12 for information on making optional purchases.
ADMINISTRATION
4. WHO WILL ADMINISTER THE PLAN?
The Company has engaged SunTrust Bank, Atlanta, Georgia (the "Agent")
to administer the Plan, keep records, send statements of account to each
Participant, and perform other duties related to the Plan. The Agent will act
as agent for the Participants by purchasing shares from the Company or in the
open market or in negotiated transactions. Shares purchased for you under the
Plan will be registered in the name of the Plan or the Agent's nominee, and
will be held for you in safekeeping by or through the Agent until you request,
in writing, the issuance of certificates for all or some of your shares, as
more fully explained in Question 21.
The Agent may at any time resign by giving written notice to the
Company or be removed by the Company. If a vacancy occurs in this position,
the Company will appoint a successor Agent, which may be the Company or a
subsidiary.
5. HOW DOES AN ELIGIBLE SHAREHOLDER ENROLL OR CHANGE OPTIONS UNDER THE
PLAN?
As an eligible shareholder, you may enroll by completing and signing
an Enrollment Card and returning it to the Agent. You may change your
reinvestment options at any time by completing and signing a new Enrollment
Card and returning it to the Agent. If your shares are registered in more than
one name, all registered holders must sign the Enrollment Card.
You may obtain an Enrollment Card at any time by contacting:
SunTrust Bank, Atlanta
FNB Financial Services Corporation
Dividend Reinvestment Plan
Post Office Box 4625
Atlanta, Georgia 30302
(404) 588-7822 or
(800) 568-3476
The Enrollment Card directs the Agent to reinvest cash dividends on
all or some of the shares of Common Stock currently or subsequently registered
in your name and on all whole and fractional shares of Common Stock credited to
your Plan account, in accordance with the Plan. Enrolling also permits you to
make optional cash payments for the purchase of additional shares of Common
Stock in accordance with the Plan.
4
<PAGE> 7
An Enrollment Card is enclosed with this Prospectus, and additional
Enrollment Cards may be obtained at any time by contacting the Agent at the
above address or number, or by contacting Robert F. Albright, Senior Vice
President, FNB Financial Services Corporation, P.O. Box 2037, Reidsville, North
Carolina 27323-2037, (910) 342-3346.
Brokers, banks, or other nominees who wish to participate in the Plan
on behalf of their clients must submit an Enrollment Card to the Agent, as any
other record holder, with respect to the shares held by them that are to
participate in the Plan. Any shareholder of record that is a nominee for
others who wish to participate in the Plan must certify to the Company the name
and address of (and number of shares of Common Stock held for) each beneficial
owner on whose behalf such participation is authorized and agree to advise the
Company of such beneficial owner's underlying ownership of Common Stock
registered in its name from time to time.
6. WHEN MAY AN ELIGIBLE SHAREHOLDER ENROLL?
As an eligible shareholder, you may enroll at any time. Reinvestment
of dividends will start with the dividend payment occurring after receipt of
your Enrollment Card, provided it is received by the Agent on or before five
business days prior to the record date for that dividend; otherwise,
reinvestment of dividends will be delayed until the next dividend payment date.
In the past, record dates have preceded the dividend payment dates by
approximately two weeks. Ordinarily, dividend payment dates are on the last
business day of each quarter in March, June, September, and December, except
that the December dividend payment date may be on the last business day before
Christmas, as determined each year by the Company. See Question 12 for
information on making optional cash purchases.
You will remain a Participant in the Plan until you elect to
discontinue the reinvestment of dividends, or sell or otherwise dispose of all
the shares of Common Stock with respect to which you have elected to
participate in the Plan.
ADVANTAGES
7. WHAT ARE THE ADVANTAGES OF THE PLAN?
There are six major advantages for a shareholder electing to
participate in the Plan:
(i) You may reinvest automatically your cash dividends in
additional shares of Common Stock.
(ii) You may invest optional cash payments from $25 up to $1,000
per quarter in Common Stock.
(iii) You will not pay any brokerage commissions or other charges in
connection with any purchases made under the Plan.
(iv) Your funds will be fully invested in Common Stock because the
Plan permits fractional shares to be credited to your Plan account. Dividends
on such fractional shares, as well
5
<PAGE> 8
as on whole shares, will be reinvested in additional shares, and such shares
will be credited to your Plan account.
(v) You will avoid the need for safekeeping of stock certificates
for shares credited to your Plan account.
(vi) Periodic statements of your Plan account reflecting all
current activity, including purchases and the latest balance, will simplify
your recordkeeping.
PURCHASES
8. HOW WILL SHARES OF COMMON STOCK BE ACQUIRED UNDER THE PLAN?
Shares for the Plan will be acquired from the Company to the extent
made available by it and the balance, if needed, purchased by the Agent in the
open market or in negotiated transactions, or by a combination of the
foregoing, in the Company's discretion. The Agent will apply the available
combined funds of all Participants to the purchase of such shares of Common
Stock as soon as practicable on or after the relevant Investment Date. Shares
purchased from the Company will be delivered by it, registered in the name of
the Plan or the Agent's nominee, to the Agent for safekeeping. The decision to
have shares purchased for the Plan in the open market will be made by the
Company based on general market conditions, the relationship between purchase
price and book value per share, regulatory requirements, and other factors.
9. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for a Participant's
account will depend on the amount of any dividends reinvested and any optional
cash payments and the applicable purchase price of the Common Stock. Your Plan
account will be credited with the number of shares (including any fractional
share computed to four decimal places) that results from dividing the amount of
any dividends you reinvest plus your optional cash payments by the applicable
purchase price. Dividends on all shares credited to your Plan account,
including fractional shares, will be automatically reinvested in additional
shares of Common Stock until such shares are sold or withdrawn from your Plan
account.
The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends. The Board of Directors of the Company will
continue to determine dividends based on the Company's earnings, financial
condition, and other factors.
10. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Shares will be purchased as soon as practicable on or after the
dividend payment date on which a dividend is paid by the Company (the
"Investment Date").
When shares are purchased from the Company, purchases will be made on
the Investment Date with dividends paid on that date and with optional cash
payments received by the Agent at least five business days prior to that
Investment Date.
6
<PAGE> 9
When shares are purchased in the open market, the Agent will use
dividends paid on, and optional cash payments received at least five business
days prior to, the applicable Investment Date to purchase shares on the open
market as soon as practicable on or after that Investment Date and within 30
days after the Investment Date, unless a longer period is necessary or
advisable because of applicable laws, rules, and regulations, including the
federal securities laws, or market conditions. Neither the Company nor any
Participant in the Plan will have the authority to direct the time, price, or
manner of such open market purchases, or the selection of the broker/dealer
through or from whom purchases are to be made.
No interest will be paid on funds held by the Agent.
11. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?
Since it may not be possible or practicable for the Agent to acquire
sufficient shares for the Plan with respect to a particular Investment Date at
one time unless they are purchased from the Company, purchases for the Plan may
occur at various times and at various purchase prices.
The price of shares acquired from the Company will be the closing sale
price of the Common Stock as reported on the Nasdaq National Market tier of The
Nasdaq Stock Market on the relevant Investment Date, or if there was no
reported sale on that date, the mean between the bid and asked quotations on
that date, or if no quotations for the price of the Common Stock are available
on that date, on the next preceding date on which a sale is reported or
quotations are available.
The price for shares purchased under the Plan through open market or
negotiated transactions will be the weighted average price of all shares
purchased for the Plan for the relevant Investment Date.
OPTIONAL CASH PURCHASES
12. HOW CAN A PARTICIPANT MAKE OPTIONAL CASH PURCHASES?
A Participant can make optional cash purchases by sending the Agent a
check or money order with the form provided with the Enrollment Card and each
periodic statement. Do not send cash. Each optional cash payment must be at
least $25, and such payment cannot exceed $1,000 per quarter. The same amount
of money need not be sent each quarter. Optional cash payments from foreign
Participants must be made in U.S. Dollars.
13. WHEN WILL OPTIONAL CASH PAYMENTS BE INVESTED?
Optional cash payments received at least five business days prior to
an Investment Date (but no earlier than 30 days before that Investment Date)
will be applied to the purchase of shares for your account as soon as
practicable on or after that Investment Date. Under no circumstances will
interest be paid on optional cash payments. Therefore, although optional cash
payments may be made at any time, you are strongly advised to make optional
cash payments so that they are received by the Agent shortly before the fifth
business day prior to an Investment Date.
7
<PAGE> 10
14. UNDER WHAT CIRCUMSTANCES WILL AN OPTIONAL CASH PAYMENT BE RETURNED?
Your uninvested optional cash payment will be returned to you upon
written request received by the Agent at least five business days prior to an
Investment Date. In addition, any optional cash payment received less than
five business days prior to an Investment Date will be returned to the
Participant. Any optional cash payment received more than 30 days prior to an
Investment Date will also be returned.
COSTS
15. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. There are no brokerage commissions or other charges to
Participants in connection with purchases under the Plan. Costs of
administration of the Plan will be paid by the Company. However, if you
request the Agent to sell your shares upon a withdrawal from the Plan as
explained in Question 21, you must pay any brokerage commission and any
applicable transfer tax incurred. Participants may incur tax liability as a
result of payment by the Company of expenses in connection with open market
purchases of shares for Participants. See Question 22 for income tax
consequences.
REPORTS TO PARTICIPANTS
16. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
As soon as practical after each purchase of shares of Common Stock
under the Plan for your account, a statement of account will be mailed to you,
normally within ten business days following the Investment Date. These
statements are your continuing record of current activity and the cost of your
purchases, and should be retained for tax purposes. In addition, you will
receive copies of communications sent to all shareholders of the Company,
including the Company's Annual and Quarterly Reports to Shareholders, its
Notice of Annual Meeting and Proxy Statement, and information you will need for
reporting your dividend income for Federal income tax purposes.
CERTIFICATES FOR SHARES
17. WILL CERTIFICATES BE ISSUED FOR SHARES PURCHASED?
No. Certificates will not be issued to you for shares credited to your
Plan account unless you make a request to the Agent in writing to do so or
unless the Plan is terminated. Shares purchased through the Plan will be
credited to your Plan account, but they will not be registered in your name.
Instead, they will be registered in the name of the Plan or the Agent's nominee
and credited to your Plan account. The number of shares credited to your Plan
account will be shown on the periodic statement of your account. This
convenience protects against loss, theft, or destruction of stock certificates,
permits ownership of fractional shares, and reduces the costs to be borne by
the Company.
At any time, you may request in writing that the Agent send you a
certificate for all or some of the whole shares credited to your Plan account,
as more fully explained in Question 21.
8
<PAGE> 11
Certificates for fractional shares will not be issued under any circumstances,
but cash payments will be made as described in Question 21.
18. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. Shares credited to your Plan account may not be pledged or
assigned, and any such purported pledge or assignment shall be void. If you
wish to pledge or assign such shares, you must withdraw such shares from your
Plan account.
TERMINATION OF PARTICIPATION IN THE PLAN
19. HOW CAN A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may direct the Agent, in writing, at any time to discontinue the
reinvestment of dividends. This notice should be mailed to the Agent at the
address shown in Question 5.
If you elect to discontinue the reinvestment of dividends, you may
either withdraw the whole shares of Common Stock credited to your Plan account
(see Question 21) or have the Agent retain any or all such shares in your Plan
account. Dividends on shares retained in your Plan account will continue to be
reinvested. So long as dividends on shares held in your Plan account are
reinvested, you may also make optional cash purchases.
20. WHEN MAY A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time. If your
notice to discontinue reinvestment is received by the Agent at least five
business days before the record date for a particular dividend, that dividend
will be paid to you in cash. If your notice is received less than five
business days before the record date for a particular dividend, then that
dividend will be reinvested for your account. Thereafter, all dividends as to
which you have terminated participation will be paid to you in cash unless you
elect to enroll in the Plan again, which you may do at any time.
Any optional cash payment received by the Agent prior to receipt of a
notice to discontinue dividend reinvestment will be invested in accordance with
the Plan unless return of the payment is requested in a written notice received
at least five business days prior to an Investment Date or in any circumstance
where the Agent is required by law to return your payment.
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS
21. HOW CAN A PARTICIPANT WITHDRAW SHARES PURCHASED UNDER THE PLAN?
You may withdraw all or some of the shares credited to your Plan
account by notifying the Agent in writing and specifying the number of shares
to be withdrawn. This notice should be mailed to the Agent at the address
shown in Question 5. Any remaining whole and fractional shares will continue to
be credited to your Plan account.
9
<PAGE> 12
If your notice of withdrawal is received by the Agent at least five
business days before the record date for a particular dividend, the withdrawal
date ("Withdrawal Date") will be the date of receipt of the notice of
withdrawal, and that dividend will be paid to you in cash. If your notice of
withdrawal is received less than five business days before the record date for
a particular dividend, that dividend will be reinvested for your Plan account.
Under such circumstances, your withdrawal will not be effective until that
dividend has been reinvested, and the Withdrawal Date will be no later than 30
days after such dividend payment date. After you withdraw shares from your
Plan account, dividends on such shares will continue to be reinvested in
accordance with the Plan if you elected to reinvest dividends on all of your
shares. Otherwise, dividends on these shares will be paid to you in cash.
Certificates for whole shares so withdrawn will be issued to you,
normally within ten business days of receipt of your written request.
Certificates for fractional shares will not be issued under any circumstances.
Instead, a cash payment will be made for any fractional shares based on a price
per share equal to the closing sale price of the Common Stock on the Withdrawal
Date as reported on the Nasdaq National Market tier of The Nasdaq Stock Market,
or if no sale is reported on such date, the mean between the bid and asked
quotations on such date, or if no quotations for the price of the Common Stock
are available on that date, on the next preceding date on which a sale is
reported or such quotations are available.
If you wish, you may also request that all of the shares credited to
your Plan account be sold. Such request must be in writing, and signed by each
person whose name appears on the Plan account. If requested by the Agent,
signatures must be guaranteed by an eligible guarantor institution that is a
participant in the Stock Transfer Association recognized Medallion signature
guarantee program.
If such a sale is requested, the Agent, within ten business days after
receiving the request, will place a sale order through a broker for the sale,
on the open market at current market prices, of the whole shares credited to
your Plan account. The Agent will compute the value of fractional shares, if
any, in your Plan account, based upon the sale price of the whole shares. You
will receive a check for the proceeds of the sale of the whole shares, less any
brokerage commissions, service charges, and any applicable transfer tax
incurred, plus the value of the fractional shares. There can be no assurance
that the Agent will be able to sell your shares or of the price, timing, or
terms on which a sale may be made.
FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANTS
22. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
In general, Participants will have the same federal income tax
consequences relating to dividends on their shares as any other holder of the
Company's Common Stock.
A Participant will be treated for federal income tax purposes as
having received on each dividend payment date the full amount of the cash
dividend payable on that dividend payment date with respect to shares
registered in the Participant's name and shares held for the Participant's
account under the Plan, increased by the amount of any brokerage commissions
and service charges on open market purchases paid by the Company on the
Participant's behalf, even though that amount or a
10
<PAGE> 13
portion thereof is not actually received by the Participant in cash, but
instead is applied to the purchase of new shares for the Participant's account.
A Participant's federal income tax basis for shares acquired under the
Plan with reinvested dividends, or with optional cash payments, will be the
purchase price of such shares on the date of purchase, or the amount of such
optional cash payments, as applicable, increased by the amount of any brokerage
commissions and service charges on open market purchases paid by the Company on
the Participant's behalf. The holding period for shares acquired under the
Plan will begin on the day following the date on which the shares were
purchased for the Participant's account.
Participants will not realize any taxable income when they receive
certificates for whole shares credited to their accounts under the Plan, either
upon request for such certificates or upon withdrawal from or termination of
the Plan. However, Participants who receive, upon withdrawal from or
termination of the Plan, a cash payment for any full share then sold for them
or for a fractional share then held in their account will realize a gain or
loss measured by the difference between the amount of the cash which they
receive and the tax basis of such share or fraction.
For foreign Participants who elect to have their dividends reinvested
and whose dividends are subject to United States income tax withholding, an
amount equal to the dividends payable to such Participants, less the amount of
tax required to be withheld, will be applied to the purchase of Common Stock
under the Plan.
Federal tax law imposes certain reporting requirements upon brokers
and certain other parties. As a result, the Agent will be required to report
to the Internal Revenue Service and you any sales of Common Stock by the Agent
for your Plan account. If your dividends become subject to federal backup
withholding tax, dividends reinvested for you under the Plan will be reduced by
the amount of tax required to be withheld.
The foregoing is only an outline of the Company's understanding of
some of the applicable tax provisions. For further information on the tax
consequences of participation in the Plan, including any future changes in
applicable laws and regulations, and interpretations thereof, you should
consult your own tax advisor.
OTHER PROVISIONS OF THE PLAN
23. WHAT HAPPENS IF THE COMPANY DECLARES A STOCK DIVIDEND OR A STOCK
SPLIT?
Shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to shares of Common Stock credited to
your Plan account will be added to your Plan account.
24. HOW WILL A PARTICIPANT'S SHARES CREDITED TO A PLAN ACCOUNT BE VOTED AT
SHAREHOLDERS' MEETINGS?
Shares credited to your Plan account will be voted as you direct. A
proxy card will be sent to you in connection with any annual or special meeting
of shareholders. This proxy will apply to
11
<PAGE> 14
all shares owned by you, including shares credited to your Plan account, and,
if properly signed, will be voted in accordance with the instructions that you
give on the proxy card.
25. WHAT IS THE RESPONSIBILITY OF THE COMPANY AND THE AGENT UNDER THE
PLAN?
The Company and the Agent will not be liable for any act done in good
faith or for any good faith omission to act, including, without limitation, any
claim of liability arising out of the failure to terminate a Participant's Plan
account upon such Participant's death prior to receipt of notice in writing of
such death, or any claim with respect to the timing or the price of any
purchase or sale, or with respect to any loss or fluctuation in the market
value after any purchase of shares. The Agent has had no responsibility with
respect to the preparation of this Prospectus.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE COMPANY NOR THE AGENT CAN ASSURE
THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON SHARES PURCHASED OR SOLD
UNDER THE PLAN.
26. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The Company reserves the right to suspend or terminate the Plan at any
time, including the period between a dividend record date and the related
dividend payment date. The Company also reserves the right to make
modifications to the Plan and to appoint a new agent in the place of the Agent
at any time. Participants will be notified of any such suspension,
termination, or modification. Upon a termination of the Plan, except in the
circumstances described below, any uninvested optional cash payments will be
returned, a certificate for whole shares credited to your Plan account will be
issued, and a cash payment will be made for any fractional share credited to
your account.
If the Company terminates the Plan for the purpose of establishing
another dividend reinvestment and common stock purchase plan, Participants in
the Plan will be enrolled automatically in such new plan, and shares credited
to their Plan accounts will be credited automatically to such new plan, unless
notice is received to the contrary.
The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time.
27. HOW MAY SHAREHOLDERS OBTAIN ANSWERS TO OTHER QUESTIONS REGARDING THE
PLAN?
Shareholders may obtain answers to other questions concerning the Plan
by writing or calling the Agent. See Question 5 for the Agent's address and
telephone numbers.
28. HOW IS THE PLAN TO BE INTERPRETED?
The Plan, the Enrollment Card signed by participants, the Cash
Investment Transmittal signed by participants, and the Participants' Plan
accounts shall be governed by and construed in accordance with the laws of the
State of North Carolina and applicable state and federal securities laws. Any
question of interpretation arising under the Plan will be determined by the
Company, and any such determination will be final.
12
<PAGE> 15
The Company may adopt rules and regulations to facilitate the
administration of the Plan.
29. WHAT ARE SOME OF THE RESPONSIBILITIES OF PARTICIPANTS?
You have no right to draw checks or drafts against your Plan account
or to give instructions to the Agent with respect to any shares of Common Stock
or cash held therein except as expressly provided herein. You should notify
the Agent promptly in writing of any change of address. Notices to
Participants will be given by letter addressed to them at their last address of
record with the Agent under the Plan.
USE OF PROCEEDS
If shares of Common Stock are sold to the Plan by the Company, the
Company intends to apply the proceeds received in such sales for its general
corporate purposes. The Company does not know precisely the number of shares
of its Common Stock that it will ultimately sell pursuant to the Plan or the
prices at which those shares will be sold, and therefore cannot determine the
amount of proceeds that will be used. If shares of Common Stock are purchased
by the Plan in the open market or in negotiated transactions, the Company will
not receive any proceeds from such purchases.
PLAN OF DISTRIBUTION
The shares of Common Stock sold under the Plan are being distributed
directly by the Company rather than through an underwriter, broker, or dealer.
There will be no brokerage commissions or other fees charged to Participants in
connection with purchases of Common Stock.
The Common Stock may not be available under the Plan in all states.
This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any shares of Common Stock or other securities in any state or
any other jurisdiction to any person to whom it is unlawful to make such offer
in such jurisdiction.
DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 3,000,000 shares of Common Stock,
par value $1.00 per share. As of March 31, 1996, 1,376,857 shares of Common
Stock were issued and outstanding.
Each shareholder is entitled to one vote per share of Common Stock on
all matters submitted to a vote of shareholders. Shareholders do not have
cumulative voting rights in the election of directors. The directors of the
Company are divided into three classes, with staggered three year terms in
office. Each share of Common Stock is entitled to share equally in dividends
from sources legally available therefor when, as, and if declared by the Board
of Directors. Upon liquidation or dissolution of the Company, whether
voluntary or involuntary, each share of Common Stock is entitled to share
equally in the assets of the Company available for distribution to the
shareholders of the Company's Common Stock. No conversion rights, or
redemption or sinking fund provisions, are applicable to the Common Stock. The
holders of Common Stock do not have preemptive rights to acquire additional or
treasury shares of the Company.
13
<PAGE> 16
The Company's Articles of Incorporation, as amended, generally provide
that the Company cannot consolidate or merge with or into another corporation,
or convey or otherwise dispose of all or substantially all of its assets
(including the stock or assets of any major subsidiary), unless such
transaction is approved (a) by the affirmative vote of not less than 75% of the
aggregate voting power of the outstanding stock entitled to vote thereon, and
(b) by the affirmative vote of not less than 75% of the aggregate voting power
of the outstanding stock entitled to vote thereon, which shall include the
affirmative vote of at least 50% of the voting power of the outstanding stock
of shareholders entitled to vote thereon other than controlling shareholders,
(i) if the shareholder entitled to vote thereon is a party who, with
affiliates, beneficially owns more than 20% of the voting power of the Company
(a "controlling shareholder"), and (ii) if, prior to the acquisition of 20% of
the voting power of the Company by a shareholder, the Board of Directors of the
Company had not unanimously approved such transaction. For purposes of
determining whether a person is a controlling shareholder, shares held, voted,
or otherwise controlled by a person as a trustee, plan administrator, officer
of the Company, or otherwise pursuant to an employee benefit plan of the
Company or of an affiliate of the Company shall not be deemed to be
beneficially owned by any person.
The Board of Directors is authorized to issue without shareholder
action additional shares of Common Stock within the limits authorized by the
Company's Articles of Incorporation, as amended. The shares of Common Stock
offered hereby will be fully paid and non-assessable. The Transfer Agent for
the Common Stock is First National Bank of Reidsville.
LEGAL MATTERS
The validity of the shares offered by this Prospectus will be passed upon for
the Company by Poyner & Spruill, L.L.P.., Suite 400, 100 North Tryon Street,
Charlotte, North Carolina 28202-4010.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the Company's Annual Report on Form 10-KSB, have been audited
by Cherry, Bekaert & Holland, certified public accountants, as stated in their
report incorporated by reference therein and incorporated herein by reference
and have been so included in reliance upon the report of such firm even upon
their authority as experts in accounting and auditing. The report of Cherry,
Bekaert & Holland refers to the fact that the Company adopted the provisions of
statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities," on January 1, 1994.
INDEMNIFICATION
Directors, officers, employees, and agents of the Company and its
subsidiary are entitled to indemnification as expressly permitted by the
provisions of the North Carolina Business Corporation Act, the Company's
Articles of Incorporation and Bylaws, as amended, the organizational documents
of the Company's subsidiary, and the Company's liability insurance. The
Company's Articles of Incorporation also generally provide that no director of
the Company will be liable for monetary damages for breach of his or her duty
as a director, except under certain limited circumstances. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors,
14
<PAGE> 17
officers, and controlling persons of the Company pursuant to such provisions,
or otherwise, the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.
15
<PAGE> 18
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF ANY OFFER TO BUY, THE COMMON STOCK IN ANY JURISDICTION WHERE,
OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF, OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advantages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Optional Cash Purchases . . . . . . . . . . . . . . . . . . . . . . . . 7
Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . . . 8
Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . . 8
Termination of Participation in the Plan . . . . . . . . . . . . . . . 9
Withdrawal of Shares in Plan Accounts . . . . . . . . . . . . . . . . . 9
Federal Income Tax Consequences to Participants . . . . . . . . . . . . 10
Other Provisions of the Plan . . . . . . . . . . . . . . . . . . . . . 11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Description of Common Stock . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
</TABLE>
FNB FINANCIAL SERVICES CORPORATION
DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN
---------------
PROSPECTUS
---------------
April 10, 1996
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following expenses will be incurred by the Registrant in
connection with the issuance and sale of the securities being registered:
<TABLE>
<S> <C>
SEC Filing Fee $ 2,781
Accounting Fees* 2,500
Fees and Expenses* 7,500
Blue Sky Fees and Expenses* 2,500
Printing and Miscellaneous Expenses* 5,000
-------
TOTAL $20,281
=======
</TABLE>
- ----------------------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the General Statutes of North
Carolina provide for indemnification of directors, officers, employees, and
agents of a North Carolina corporation. Subject to certain exceptions, a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the
case of conduct in his official capacity with the corporation, that his conduct
was in its best interests and (b) in all other cases, that his conduct was at
least not opposed to its best interests; and (iii) in the case of any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Moreover, unless limited by its articles of incorporation, a corporation must
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding. Expenses incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition
of such proceeding as authorized by the board of directors in the specific case
or as authorized or required under any provision in the articles of
incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of a director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses. A director may also apply for
court-ordered indemnification under certain circumstances.
Unless a corporation's articles of incorporation provide otherwise,
(i) an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered
<PAGE> 20
indemnification to the same extent as a director; (ii) the corporation may
indemnify or advance expenses to an officer, employee, or agent of a
corporation to the same extent as to a director; and (iii) a corporation may
also indemnify or advance expenses to an officer, employee, or agent who is not
a director to the extent, consistent with public policy, that may be provided
by its articles of incorporation, bylaws, general or specific action of its
board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the above-cited statutes further provide that a corporation
may, in its articles of incorporation or bylaws, or by contract or resolution,
indemnify or agree to indemnify any one of its directors, officers, employees,
or agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise or as a
trustee or administrator under an employee benefit plan. Any such provision
for indemnification may also include provisions for recovery from the
corporation of reasonable costs, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification and may further include
provisions establishing reasonable procedures for determining and enforcing the
rights granted therein.
As permitted by the North Carolina statutory provisions explained
above, Article 3 (last paragraph) of the Articles of Incorporation of the
Registrant provide that the Board of Directors of the Registrant "shall have
the authority to adopt resolutions approving the indemnification, to the
fullest extent permitted by Chapter 55 of the North Carolina General Statutes,
of any person made a party to any action or proceeding, whether civil, criminal
or administrative, by reason of the fact that such person was serving as a
director, officer, employee or agent of the corporation."
As permitted by applicable statutes, the Registrant has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify the Registrant and its officers and directors
for damages they become legally obligated to pay as a result of any negligent
act, error, or omission committed by directors or officers while acting in
their capacities as such.
The indemnification provisions in the Articles of Incorporation and
Bylaws of the Company, as amended, may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the Securities Act of 1933, as amended (the "1933 Act").
2
<PAGE> 21
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description Reference
- ----------- ----------- ---------
<S> <C> <C>
4.1 Excerpts from the Registrant's Articles of Incorporation and Bylaws relating to Incorporated
rights of holders of the Registrant's capital stock (incorporated by reference to by Reference
Exhibits 3 and 4 of the Registrant's Form 10-K for the fiscal years ended
December 31, 1988, 1991, and 1992 and the Registrant's Form S-8 Registration
Statement No. 33-33186 previously filed with the Commission).
4.2 Dividend Reinvestment and Common Stock Purchase Plan of Registrant (incorporated Incorporated
by reference to included Prospectus). by Reference
5 Opinion of Poyner & Spruill, L.L.P. Filed herewith
23.1 Consent of Poyner & Spruill, L.L.P. (included in Exhibit 5). Filed herewith
23.2 Consent of Cherry, Bekaert & Holland Filed herewith
24 Power of Attorney from Certain Directors and Officers of Registrant. Filed herewith
</TABLE>
3
<PAGE> 22
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
4
<PAGE> 23
SIGNATURES AND POWER OF ATTORNEY
THE REGISTRANT. 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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Reidsville, State of North Carolina,
on the 9th day of April, 1996.
FNB FINANCIAL SERVICES CORPORATION
Registrant
By: /s/ Ernest J. Sewell
-------------------------------------------
Ernest J. Sewell, President
POWER OF ATTORNEY. Each person whose signature appears below appoints
W.B. Apple, Jr., Ernest J. Sewell, and Robert F. Albright, or any one of them,
as attorney-in-fact to execute in their respective names on their behalf
individually, and in each capacity stated below, the Registration Statement and
one or more amendments (including post-effective amendments) to the
Registration Statement as the attorney-in-fact and to file any such
Registration Statement and any amendment to the Registration Statement with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
<S> <C> <C>
/s/ Ernest J. Sewell President and April 9, 1996
- --------------------------------- Director (Principal
Ernest J. Sewell Executive Officer)
*
Senior Vice President, April 9, 1996
- --------------------------------- (Principal Financial &
Robert F. Albright Accounting Officer)
*
Director April 9, 1996
- ---------------------------------
W.B. Apple, Jr.
*
Director April 9, 1996
- ---------------------------------
Charles A. Britt
</TABLE>
5
<PAGE> 24
<TABLE>
<S> <C> <C>
*
Director April 9, 1996
- ---------------------------------
O.E. Green
*
Director April 9, 1996
- ---------------------------------
Joseph H. Kinnarney
*
Director April 9, 1996
- ---------------------------------
Phillip J. Lambeth
*
Director April 9, 1996
- ---------------------------------
Clifton G. Payne
*
Director April 9, 1996
- ---------------------------------
Elton H. Trent, Jr.
*
- --------------------------------- Director April 9, 1996
Kenan C. Wright
By: /s/ Ernest J. Sewell April 9, 1996
-----------------------------
Ernest J. Sewell
Attorney-in-Fact
</TABLE>
6
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
4.1 Excerpts from the Registrant's Articles of Incorporation and Bylaws Incorporated
relating to rights of holders of the Registrant's capital stock by Reference
(incorporated by reference to Exhibits 3 and 4 of the Registrant's
Form 10-K for the fiscal years ended December 31, 1988, 1991, and 1992
and the Registrant's Form S-8 Registration Statement No. 33-33186
previously filed with the Commission).
4.2 Dividend Reinvestment and Common Stock Purchase Plan (incorporated Incorporated
by reference to included Prospectus). by Reference
5 Opinion of Poyner & Spruill, L.L.P.
23.1 Consent of Poyner & Spruill, L.L.P. (included in Exhibit 5). Included in
Exhibit 5
23.2 Consent of Cherry, Bekaert & Holland.
24 Power of Attorney from Certain Directors and Officers of Registrant.
</TABLE>
7
<PAGE> 1
EXHIBIT 5
<PAGE> 2
April 9, 1996
FNB Financial Services Corporation
202 South Main Street
Reidsville, North Carolina 27320
Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-3, prescribed pursuant to the Securities Act of 1933, filed
by FNB Financial Services Corporation (the "Company") with the Securities and
Exchange Commission, under which 375,000 shares of the Company's common stock,
$1.00 par value per share (the "Common Stock"), are to be registered.
As special counsel to the Company, we have examined and are familiar
with originals or copies certified or otherwise identified to our satisfaction,
of such statutes, documents, corporate records, certificates of public
officials, and other instruments as we have deemed necessary for the purpose of
this opinion, including the Company's Articles of Incorporation and By-laws,
both as amended to date, and the record of proceedings of the shareholders and
directors of the Company. Based upon the foregoing, we are of the opinion
that:
1. The Company has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of
North Carolina.
2. When the Registration Statement shall have become effective
and up to 375,000 shares of the Common Stock to be originally issued
for sale shall have been originally issued and sold under the terms
set forth in the Registration Statement, such shares will be legally
and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this Opinion as Exhibit 5 and 24 to
the Registration Statement and to the reference to our name in the Registration
Statement.
Very truly yours,
/s/ POYNER & SPRUILL, L.L.P.
<PAGE> 1
EXHIBIT 23.2
<PAGE> 2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
FNB Financial Services Corporation:
We consent to incorporation by reference in the Registration Statement of FNB
Financial Services Corporation on Form S-3 relating to the Dividend
Reinvestment and Common Stock Purchase Plan of our report dated January 26,
1996, relating to the consolidated balance sheets of FNB Financial Services
Corporation and Subsidiary as of December 31, 1995 and 1994, and the related
consolidated statements of income, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1995,
which report appears in the 1995 Annual Report of FNB Financial Services
Corporation and the reference to our firm under the heading "Experts" in the
Prospectus.
/s/ CHERRY, BEKAERT & HOLLAND
Greensboro, North Carolina
March 25, 1996
<PAGE> 1
EXHIBIT 24
<PAGE> 2
FNB FINANCIAL SERVICES CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and/or officers of FNB FINANCIAL SERVICES CORPORATION, a North Carolina
corporation (the "Company"), hereby constitutes and appoints W.B. APPLE, ERNEST
J. SEWELL, and ROBERT F. ALBRIGHT, and each of them with full power to act
without the other, as his true and lawful attorneys and agents, for him and in
his name, place, and stead, in any and all capacities, to do any and all acts
and things and execute any and all instruments that said attorneys and agents
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933 and any rules and regulations and requirements of the
Securities and Exchange Commission in respect thereof in connection with the
registration under the Securities Act of 1933 of securities of the Company
issuable or deliverable pursuant to the Company's Dividend Reinvestment and
Common Stock Purchase Plan, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned, in any capacity, to a Company registration statement on Form S-3
to be filed with the Securities and Exchange Commission in respect of such
securities, and any and all amendments to the said registration statement, and
any and all instruments and documents filed as a part of or executed in
connection with the said registration statement or any amendments thereto, and
to file the same with the Securities and Exchange Commission; hereby ratifying
and confirming all that the said attorneys and agents, or any of them, shall do
or cause to be done by virtue thereof. Any prior powers of attorney previously
granted by us for the above purpose are hereby revoked.
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
<PAGE> 3
IN WITNESS WHEREOF, each of the undersigned has subscribed
these presents as of March 14, 1996.
/s/ Ernest J. Sewell /s/ Robert F. Albright
- --------------------------------- -------------------------------------
Ernest J. Sewell Robert F. Albright
President and Director Senior Vice President (Principal
(Principal Executive Officer) Financial & Accounting Officer)
/s/ W.B. Apple /s/ Charles A. Britt
- --------------------------------- -------------------------------------
W.B. Apple Charles A. Britt
Director Director
/s/ O.E. Green /s/ Joseph H. Kinnarney
- --------------------------------- -------------------------------------
O.E. Green Joseph H. Kinnarney
Director Director
/s/ Phillip J. Lambeth /s/ Clifton G. Payne
- --------------------------------- -------------------------------------
Phillip J. Lambeth Clifton G. Payne
Director Director
/s/ Kenan C. Wright /s/ Elton H. Trent, Jr.
- --------------------------------- -------------------------------------
Kenan C. Wright Elton H. Trent, Jr.
Director Director
