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As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-
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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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
202 South Main Street
Reidsville, North Carolina 27320
(Address of Principal Executive Offices) (Zip Code)
FNB FINANCIAL SERVICES CORPORATION
OMNIBUS EQUITY COMPENSATION PLAN
(AS AMENDED AND RESTATED)
(Full title of the plan)
Ernest J. Sewell, President and Chief Executive Officer
202 South Main Street
Reidsville, North Carolina 27320
(Name and address of agent for service)
(336) 342-3346
(Telephone number, including area code, of agent for service)
Copy to:
Gerald F. Roach, Esq.
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
2500 First Union Capitol Center
Raleigh, North Carolina 27601
(919) 821-1220
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to offering price per aggregate offering Amount of
to be registered be registered (1) share(2) price(2) registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 188,432 shares $18.50 $3,484,327.00 $969.00
$1.00 par value
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</TABLE>
(1) Plus such indeterminate number of shares as may be issued pursuant to
certain anti-dilution provisions contained in the plan.
(2) This price is estimated solely for the purpose of calculating the
registration fee. Pursuant to Rules 457(c) and (h), shares that may be
the subject of the Plan are deemed to be offered at $18.50 per share,
the average of the high and low prices for the Registrant's Common
Stock on November 9, 1998 in the Nasdaq National Market System.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This registration statement is filed to register 188,432 (One Hundred
Eighty-Eight Thousand Four Hundred and Thirty-Two) additional shares of Common
Stock of FNB Financial Services Corporation (the "Company") reserved for
issuance under the FNB Financial Services Corporation Omnibus Equity
Compensation Plan, as amended and restated effective November 14, 1996 (the
"Plan"). The contents of the Company's Registration Statement No. 333-24755 as
filed with the Commission on April 8, 1997 are incorporated in this registration
statement by reference. That registration statement originally covered 150,000
shares of Company Common Stock reserved for issuance under the Plan, as
subsequently adjusted in accordance with certain anti-dilution provisions of the
Plan.
Item 3. Incorporation of Documents by Reference
The following documents have been filed with the Commission and are
incorporated herein by reference:
(a) Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997.
(b) Quarterly Reports on Form 10-Q for the three months ended
March 31, 1998, June 30, 1998 and September 30, 1998.
(c) Current Reports on Form 8-K filed with the Commission on April
6, 1998 and August 27, 1998.
(d) The description of the Common Stock of the Company contained
in the Company's registration statement filed under the
Securities Exchange Act of 1934 (the "Exchange Act"),
including any other amendment or report filed for the purpose
of updating such description.
All documents filed by the Company subsequent to the date hereof
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
offered under the Plan 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 of such
documents.
Item 8. Exhibits
The following exhibits are filed as a part of this Registration
Statement:
Exhibit Number Description of Exhibit
- -------------- ----------------------
4.1(1) Amended and Restated Articles of Incorporation of FNB
Financial Services Corporation
4.2(1) Bylaws of FNB Financial Services Corporation, as amended
4.3(2) Specimen Common Stock Certificate
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (included in Exhibit 5 hereto)
23.2 Consent of Cherry, Bekaert & Holland, L.L.P.
24 Powers of Attorney (included on the signature page hereof)
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(1) Exhibit to the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998 as filed with the Commission and
incorporated herein by reference.
(2) Exhibit to the Company's Registration Statement on Form S-14 (File No.
2-90095) as filed with the Commission and incorporated herein by
reference.
2
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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 Reidsville, State of North Carolina, on November 16,
1998.
FNB FINANCIAL SERVICES CORPORATION
By: /s/ Ernest J. Sewell
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Name: Ernest J. Sewell
Title: President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ernest J. Sewell and Robert F. Albright
and either of them, with full power to act without the other, his true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this registration statement and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on November 16,
1998 in the capacities indicated.
Signature Title
--------- -----
/s/ Ernest J. Sewell President, Chief Executive Officer and Director
- ---------------------------- (Principal executive officer)
Ernest J. Sewell
/s/ Robert F. Albright Executive Vice President and Chief Financial
- ---------------------------- Officer (Principal financial officer)
Robert F. Albright
/s/ Michael W. Shelton Vice President and Controller
- ---------------------------- (Principal accounting officer)
Michael W. Shelton
/s/ W. B. Apple, Jr. Director
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W. B. Apple, Jr.
/s/ Charles A. Britt Director
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Charles A. Britt
/s/ Barry Z. Dodson Director
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Barry Z. Dodson
/s/ O. E. Green Director
- ----------------------------
O. E. Green
/s/ Joseph H. Kinnarney Director
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Joseph H. Kinnarney
/s/ Clifton G. Payne Director
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Clifton G. Payne
/s/ Elton H. Trent, Jr. Director
- ----------------------------
Elton H. Trent, Jr.
/s/ Kenan C. Wright Director
- ----------------------------
Kenan C. Wright
3
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1(1) Amended and Restated Articles of Incorporation of FNB
Financial Services Corporation
4.2(1) Bylaws of FNB Financial Services Corporation, as amended
4.3(2) Specimen Common Stock Certificate
5 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.1 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (included in Exhibit 5 hereto)
23.2 Consent of Cherry, Bekaert & Holland, L.L.P.
24 Powers of Attorney (included on the signature page hereof)
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(1) Exhibit to the Company's Quarterly Report on Form 10-Q for the three
months ended March 31, 1998 as filed with the Commission and
incorporated herein by reference.
(2) Exhibit to the Company's Registration Statement on Form S-14 (File No.
2-90095) as filed with the Commission and incorporated herein by
reference.
4
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EXHIBIT 5
[Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. letterhead]
Gerald F. Roach OFFICES
Direct Dial: (919) 821-6668 2500 First Union Capitol Center
E-Mail: [email protected] Raleigh, North Carolina 27601
Mailing Address
P.O. Box 2611
TELEPHONE: (919) 821-1220 Raleigh, North Carolina
FACSIMILE: (919) 821-6800 27602-2611
November 16, 1998
FNB Financial Services Corporation
202 South Main Street
Reidsville, North Carolina 27320
Ladies and Gentlemen:
As counsel for FNB Financial Services Corporation (the "Company"), we
furnish the following opinion in connection with the proposed issuance by the
Company of up to 188,432 additional shares of its common stock, $1.00 par
value (the "Common Stock"), pursuant to the Company's Omnibus Equity
Compensation Plan (as Amended and Restated effective November 14, 1996) (the
"Plan"). These securities are the subject of a Registration Statement to be
filed by the Company with the Securities and Exchange Commission on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), to which this opinion is to be attached as an exhibit. This opinion is
furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K under
the Act.
We have examined the Amended and Restated Articles of Incorporation and
Bylaws of the Company, the minutes of meetings of its Board of Directors, and
such other documents and considered such matters of law and fact as we, in our
professional judgment, have deemed appropriate to render the opinion contained
herein. Based on such examination, it is our opinion that the shares of Common
Stock of the Company, which are being registered pursuant to the Registration
Statement, may be legally issued in accordance with the Company's Amended and
Restated Articles of Incorporation and Bylaws, and when so issued and duly
delivered against payment therefor pursuant to the Plan as described in the
Registration Statement, such shares will be legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. Such consent shall not be deemed to be an admission that
this firm is within the category of persons whose consent is required under
Section 7 of the Act or the regulations promulgated pursuant to the Act.
This opinion is limited to the laws of the State of North Carolina and
no opinion is expressed as to the laws of any other jurisdiction.
Our opinion is as of the date hereof, and we do not undertake to advise
you of matters which might come to our attention subsequent to the date hereof
which may affect our legal opinion expressed herein.
Very truly yours,
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
By: /s/ Gerald F. Roach
Gerald F. Roach
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Omnibus Equity Compensation Plan (as
Amended and Restated) effective November 14, 1996 of FNB Financial Services
Corporation of our report dated February 10, 1998, with respect to the financial
statements of FNB Financial Services Corporation and Subsidiary incorporated by
reference in its Annual Report on Form 10-KSB for the year ended December 31,
1997, filed with the Securities and Exchange Commission.
/s/ Cherry, Bekaert & Holland, L.L.P.
Cherry, Bekaert & Holland, L.L.P.
Greensboro, North Carolina
November 12, 1998
