<PAGE> 1
As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
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 of Registrant's principal executive offices)
---------------------------
FNB FINANCIAL SERVICES CORPORATION
OMNIBUS EQUITY COMPENSATION PLAN
(full title of the Plan)
---------------------------
Ernest J. Sewell, President
FNB Financial Services Corporation
202 South Main Street
Reidsville, North Carolina 27320
(910) 342-3346
(Name of agent for service)
---------------------------
(Facing Page continued on the following page)
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(Continuation of Facing Page)
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Copies to:
C. Marcus Harris, Esq. Robert F. Albright
Poyner & Spruill, L.L.P. 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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount
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 150,000 $25.75 $3,862,500 $1,170.46
($1.00 par value) shares
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers 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, 1997.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
This Registration Statement relates to the registration of One Hundred
Fifty Thousand (150,000) shares of the $1.00 par value common stock ("Common
Stock") of FNB Financial Services Corporation (the "Registrant") reserved for
issuance under the FNB Financial Services Corporation Omnibus Equity
Compensation Plan (the "Plan"). This Registration Statement also relates to an
indeterminant number of additional shares that may be necessary to adjust the
number of shares reserved for issuance pursuant to the Plan as a result of a
reclassification, reorganization, recapitalization, stock split, stock dividend,
or similar occurrence that makes an adjustment of shares just and appropriate.
Documents containing the information specified in Part I of Form S-8 will be
sent or given to participants under the Plan as specified by Rule 428(b)(1).
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
See response to Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 1996.
(b) The Registrant's Current Reports, if any, on Form 8-KSB filed
with the Commission since December 31, 1996.
(c) The description of the Registrant's Common Stock contained in
the Registrant's registration statement filed under the
Exchange Act, including any other amendment or report filed
for the purpose of updating such description.
<PAGE> 4
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-KSB in response to Items 402(a)(7) or (h)
of Regulation S-B of the Commission is not incorporated herein and is not part
of this Registration Statement.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement 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 statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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.
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Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a corporation is entitled to mandatory indemnification and is
entitled to apply for court-ordered indemnification to the same extent as a
director; (ii) the corporation may indemnify or advance expenses to an officer,
employee, or agent of a corporation to the same extent as to a director; and
(iii) a corporation may also indemnify or advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
In addition and separate and apart from the indemnification rights
discussed above, the 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").
<PAGE> 6
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Exhibit No. Description Reference
- ----------- ----------- ---------
<S> <C> <C>
4.1 Excerpts from the Registrant's Articles of Incorporated
Incorporation and Bylaws relating to rights of By Reference
holders of the Registrant's capital stock
(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 FNB Financial Services Corporation Omnibus Incorporated
Equity Compensation Plan (incorporated by By Reference
reference to the identified Exhibit of the
Registrant's Form 10-KSB for the fiscal year
ended December 31, 1996 previously filed with
the Commission).
5 Opinion of Poyner & Spruill, L.L.P. Filed herewith
24.1 Consent of Poyner & Spruill, L.L.P. Filed herewith
(included in Exhibit 5).
24.2 Consent of Cherry, Bekaert & Holland. Filed herewith
25 Power of Attorney from Certain Directors and Filed herewith
Officers of Registrant.
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement;
<PAGE> 7
(iii) Include any additional or changed material information
on the plan of distribution.
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 in a post-effective amendment is incorporated by reference
from periodic reports filed by the Registrant under the Exchange Act.
(2) For determining liability under the 1933 Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at the time to be the initial bona
fide offering thereof.
(3) File a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the end of the offering.
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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-8 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 8th
day of April, 1997.
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.
Signature Capacity Date
- --------- -------- ----
/s/ Ernest J. Sewell President and Director April 8, 1997
- --------------------------------- (Principal Executive
Ernest J. Sewell Officer)
*
- --------------------------------- Senior Vice President, April 8, 1997
Robert F. Albright (Principal Financial &
Accounting Officer)
*
- --------------------------------- Director April 8, 1997
W. B. Apple, Jr.
* Director April 8, 1997
- ---------------------------------
Charles A. Britt
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*
- --------------------------------- Director April 8, 1997
O. E. Green
*
- --------------------------------- Director April 8, 1997
Joseph H. Kinnarney
*
- --------------------------------- Director April 8, 1997
Phillip J. Lambeth
*
- --------------------------------- Director April 8, 1997
Clifton G. Payne
*
- --------------------------------- Director April 8, 1997
Elton H. Trent, Jr.
*
- --------------------------------- Director April 8, 1997
Kenan C. Wright
By: /s/ Ernest J. Sewell April 8, 1997
----------------------------
Ernest J. Sewell
Attorney-in-Fact
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
<S> <C> <C>
4.1 Excerpts from the Registrant's Articles of Incorporated
Incorporation and Bylaws relating to rights of by Reference
holders of the Registrant's capital stock
(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 FNB Financial Services Corporation Omnibus Incorporated
Equity Compensation Plan (incorporated by by Reference
reference to the identified Exhibit of the
Registrant's Form 10-KSB for the fiscal year
ended December 31, 1996 previously filed with
the Commission).
5 Opinion of Poyner & Spruill, L.L.P.
24.1 Consent of Poyner & Spruill, L.L.P. Included in
(included in Exhibit 5). Exhibit 5
24.2 Consent of Cherry, Bekaert & Holland.
25 Power of Attorney from Certain Directors and
Officers of Registrant.
</TABLE>
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EXHIBIT 5
<PAGE> 2
POYNER & SPRUILL, L.L.P.
ATTORNEYS AT LAW
P. O. BOX 10096
RALEIGH, NORTH CAROLINA 27605-0096
April 8, 1997
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-8, prescribed pursuant to the Securities Act of 1933, filed
by FNB Financial Services Corporation (the "Company") with the Securities and
Exchange Commission, under which 150,000 shares of the Company's common stock,
$1.00 par value per share (the "Common Stock"), are to be registered.
As 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 150,000 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.
Very truly yours,
/s/ POYNER & SPRUILL, L.L.P.
<PAGE> 1
EXHIBIT 24.2
<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-8 relating to the Omnibus Equity
Compensation Plan of our report dated January 22, 1997, relating to the
consolidated balance sheets of FNB Financial Services Corporation and Subsidiary
as of December 31, 1996 and 1995, 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, 1996, which report appears in the 1996
Annual Report of FNB Financial Services Corporation.
/s/ CHERRY, BEKAERT & HOLLAND, L.L.P.
Greensboro, North Carolina
April 8, 1997
<PAGE> 1
EXHIBIT 25
<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 Omnibus Equity Compensation
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-8 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 February 13, 1997.
/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
