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As filed with the Securities and Exchange Commission on April 14, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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
(336) 342-3346
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ERNEST J. SEWELL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
FNB FINANCIAL SERVICES CORPORATION
202 SOUTH MAIN STREET
REIDSVILLE, NORTH CAROLINA 27320
(336) 342-3346
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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COPIES TO:
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Gerald F. Roach, Esq. Anthony Gaeta, Jr., Esq.
Michael P. Saber, Esq. W. Mark Griffith, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. Moore & Van Allen, PLLC
2500 First Union Capitol Center One Hannover Square, Suite 1700
Raleigh, North Carolina 27601 Raleigh, North Carolina 27611
(919) 821-1220 (919) 828-4481
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
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,
check the following box. [ ]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legal facsimile thereof, pursuant to Item 11(a)(1) of
this Form, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-47203
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Maximum Maximum
of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price(1) Registration Fee
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Common Stock, $1.00 par value per share........ 149,500 $23.00 $3,438,500 $1,015
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(1) Estimated solely for the purpose of calculating the registration fee,
based upon the average of the high and low prices of the Common Stock
on the Nasdaq National Market on April 9, 1998 in accordance with Rule
457(c).
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended ("Rule 462(b)") and includes the
registration statement facing page, this page, the signature page, and exhibit
index, an opinion of counsel and an accountant's consent. Pursuant to Rule
462(b), the contents of the registration statement on Form S-2 (No. 333-47203)
of FNB Financial Services Corporation, including the exhibits thereto (the
"Initial Registration Statement"), are incorporated by reference into this
registration statement. This registration statement covers the registration of
149,500 shares of Common Stock of FNB Financial Services Corporation for sale in
the offering referred to in the Initial Registration Statement.
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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-2 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 April 13,
1998.
FNB FINANCIAL SERVICES CORPORATION
By: /s/ Ernest J. Sewell
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Ernest J. Sewell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on April 13,
1998 in the capacities indicated.
Signature Capacity
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/s/ Ernest J. Sewell President, Chief Executive Officer
- ----------------------------- and Director
Ernest J. Sewell (Principal Executive Officer)
/s/ Robert F. Albright Senior Vice President and
- ----------------------------- Chief Financial Officer
Robert F. Albright (Principal Financial Officer)
* Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Michael W. Shelton
* Director
- -----------------------------
Willard B. Apple, Jr.
* Director
- -----------------------------
Charles A. Britt
* Director
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Barry Z. Dodson
* Director
- -----------------------------
O. Eddie Green
* Director
- -----------------------------
Joseph H. Kinnarney
* Director
- -----------------------------
Clifton G. Payne
* Director
- -----------------------------
Elton H. Trent, Jr.
* Director
- -----------------------------
Kenan C. Wright
* By: /s/ Robert F. Albright
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Robert F. Albright
as Attorney in Fact
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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5.01 Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P.
23.01 Consent of Cherry, Bekaert & Holland, L.L.P.
23.02 Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
Jernigan, L.L.P. (included in Exhibit 5.01 hereto)
24.01 Powers of Attorney (filed as Exhibit 24.01 to the Registration
Statement on Form S-2 (No. 333-47203) and incorporated herein
by reference)
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EXHIBIT 5.01
SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.
Lawyers
2500 First Union Capitol Center
Raleigh, North Carolina 27601
Phone: 919-821-1220
Fax: 919-821-6800
April 13, 1998
FNB Financial Services Corporation
202 South Main Street
Reidsville, North Carolina 27320
Re: Registration Statement of Form S-2
Gentlemen:
We have acted as counsel to FNB Financial Services Corporation (the
"Company") in connection with the preparation of a Registration Statement on
Form S-2 (No. 333-47203) (the "Initial Registration Statement") relating to the
registration of up to 747,500 shares, including shares subject to Underwriters'
over-allotments, if any (the "Initial Shares"), of the Company's common stock,
par value $1.00 per share ("Common Stock") filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), on March 3, 1998, as amended by Amendment No. 1 on April 1, 1998,
incorporated by reference into the Company's registration statement on Form S-2
filed on April 14, 1998 pursuant to Rule 462(b) (the "462(b) Registration
Statement" and together with the Initial Registration Statement, the
"Registration Statement") under which an additional 149,500 shares of Common
Stock are being registered (the "462(b) Shares" and together with the Initial
Shares, the "Shares"). The Shares will be sold pursuant to an underwriting
agreement (the "Underwriting Agreement") by and between the Company and
Interstate/Johnson Lane Corporation, as representative of the several
underwriters named in the Underwriting Agreement. This opinion is in addition to
the opinion of our firm dated March 31, 1998, which was filed as Exhibit 5.01 to
Amendment No. 1 to the Initial Registration Statement, filed with the Commission
on April 1, 1998.
We have examined the Amended and Restated Articles of Incorporation of
the Company, in the form in which such Amended and Restated Articles of
Incorporation are to be filed by the Company with the North Carolina Secretary
of State (and have assumed, for purposes of our opinion set forth below, that
such Amended and Restated Articles of Incorporation have been so filed), the
Bylaws of the Company, as amended, minutes of meetings of its Board of
Directors, and such other corporate records of the Company and other documents
and have made such examinations of law as we have deemed necessary for purposes
of this opinion.
Based on and subject to the foregoing and to the additional
qualifications set forth below, it is our opinion that the 462(b) Shares which
are being registered pursuant to the 462(b) Registration Statement will, when
issued and delivered against payment therefor as contemplated in the
Registration Statement and the Underwriting Agreement, be legally issued, fully
paid and nonassessable.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Registration Statement and 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.
The opinion expressed herein does not extend to compliance with federal
and state securities law relating to the sale of the Shares.
This opinion is rendered solely for your benefit in connection with the
transaction described above and may not be used or relied upon by any other
person without prior written consent in each instance.
Sincerely yours,
/s/ SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
SMITH, ANDERSON, BLOUNT, DORSETT,
MITCHELL & JERNIGAN, L.L.P.
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EXHIBIT 23.01
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
FNB Financial Services Corporation:
We consent to the inclusion in the Registration Statement of FNB Financial
Services Corporation on Form S-2 filed pursuant to Rule 462(b) relating to the
earlier Registration Statement on Form S-2 (No. 333-47203) and related
Prospectus, as amended by Amendment No. 1 to Registration Statement on Form S-2
(the earlier Registration Statement, as so amended, the "Registration
Statement"), of our report dated February 10, 1998, relating to the consolidated
balance sheets of FNB Financial Services Corporation and Subsidiary as of
December 31, 1997 and 1996, 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, 1997, which report appears in the
Registration Statement and to the reference to our firm under the heading
"Experts" in the Prospectus.
CHERRY, BEKAERT & HOLLAND, L.L.P.
Greensboro, North Carolina
April 14, 1998
