As filed with Securities and Exchange Commission on April 3, 1997
Registration Statement No. 33-55040
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
Post-Effective Amendment No. 1
to
FORM S-3D
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FCNB Corp
(Exact Name of Registrant as specified in its Charter)
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Maryland 6021 52-1479635
(State or Other Jurisdiction (Primary Standard (IRS Employer I.D. Number)
of Incorporation or Organization) Industrial Classification Code Number)
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7200 FCNB Court
Frederick, Maryland 21703
(301) 662-2191
(Address, including ZIP Code and Telephone Number, including Area Code of
Registrant's Principal Executive Offices)
A. Patrick Linton
President and Chief Executive Officer
FCNB Corp
7200 FCNB Court
Frederick, Maryland 21703
(301) 662-2191
(Name, Address, including ZIP Code and Telephone Number, including Area Code, of
Agent for Service)
Copies to:
David H. Baris, Esq.
Noel M. Gruber, Esquire
Kennedy & Baris, L.L.P.
4719 Hampden Lane, Suite 300
Bethesda, Maryland 20814
(301)654-6040
Approximate date of commencement of proposed sale to public: As soon as
practicable following effectiveness.
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 _____
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CROSS REFERENCE SHEET PURSUANT TO ITEM 501 OF REGULATION S-K
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ITEM ON FORM S-3 LOCATION IN PROSPECTUS
1. Forepart of the Registration Statement and Facing Page of Registration Statement; Cross
Outside Front Cover Page of Prospectus Reference Sheet ; Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages Inside Front Cover Page; Available Information;
of Prospectus Incorporation of Certain Documents by Reference
3. Summary Information, Risk Factors and Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Description of the Plan
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Description of the Plan
9. Description of Securities to be Registered Not Applicable
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Incorporation of Certain Documents by Reference
Reference
13. Disclosure of Commission Position on Securities and Exchange Commission Position on
Indemnification for Securities Act Liabilities Indemnification for Securities Act Liabilities
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Prospectus
FCNB CORP
DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
150,000 Shares of Common Stock
($1.00 Par Value Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE 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 3, 1997
It is suggested that this Prospectus
be retained for future reference
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No person is authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus and, if
given or made, any such information or representation must not be relied upon as
having been authorized by FCNB Corp. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of FCNB Corp since the date hereof.
TABLE OF CONTENTS
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Available Information.................................................................................... 3
Incorporation of Certain Documents by Reference.......................................................... 3
FCNB Corp................................................................................................ 4
Description of Plan...................................................................................... 4
Purpose.............................................................................................. 4
Advantages........................................................................................... 4
Administration....................................................................................... 4
Participation........................................................................................ 5
Optional Cash Investments............................................................................ 6
Purchases............................................................................................ 6
Costs................................................................................................ 7
Reports to Participants.............................................................................. 7
Dividends............................................................................................ 7
Certificates for Shares.............................................................................. 8
Changing Method of Participation and Withdrawal...................................................... 8
Other Information.................................................................................... 9
Use of Proceeds.......................................................................................... 11
Legal Opinion............................................................................................ 11
Experts.................................................................................................. 11
Securities and Exchange Commission Position on Indemnification for
Securities Act Liabilities.............................................................................. 11
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AVAILABLE INFORMATION
FCNB Corp (the "Company") is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Proxy statements, reports and other information
concerning the Company can be inspected and copied at the Commission's office at
450 Fifth Street, N.W., Washington, D.C. 20549 and the Commission's Regional
Offices in New York (7 World Trade Center, Suite 1300, New York, New York 10048)
and Chicago (Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661-2511), and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Such materials may also be inspected
at the offices of the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006. This Prospectus does not contain all
information set forth in the Registration Statement and exhibits thereto which
the Company has filed with the Commission under the Securities Act of 1933 (the
"Securities Act") and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference herein:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed April 24, 1987.
All documents filed pursuant to Section 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 of the Common Stock offered hereby shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing such documents.
Any person to whom a copy of this Prospectus is delivered may obtain
without charge, upon written or oral request, a copy of any and all of the
information that has been incorporated by reference herein (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into the information that the Prospectus incorporates). Requests
for such information should be directed to Office of the Secretary, FCNB Corp,
7200 FCNB Court, Frederick, Maryland 21703, telephone (301) 662-2191.
Any statement or information contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement or
information 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 or information. Any such statement or information so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded.
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FCNB CORP
FCNB Corp (the "Company"), a Maryland corporation, is a bank holding
company registered under the Bank Holding Company Act of 1956, as amended. The
Company's principal subsidiary is engaged in a general commercial and retail
banking business, serving individuals and businesses in Frederick, Carroll,
Howard, Prince George's, Anne Arundel and Montgomery counties located in
Maryland.
The principal executive offices of the Company are located at 7200 FCNB
Court, Frederick, Maryland 21703 (telephone 301-662-2191).
DESCRIPTION OF THE PLAN
The following is a question and answer statement which constitutes the
provisions of the Company's Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Plan has been authorized by the Company's Board of Directors and
will continue until terminated by the Company.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the Company's
Common Stock, $1.00 par value per share (the "Common Stock"), with a
convenient method of investing some or all of their cash dividends in
shares of Common Stock and of making optional cash investments in
additional shares of Common Stock. The shares of Common Stock acquired for
participants in the Plan ("Participants") will be purchased in the open
market, on the Nasdaq National Market System ("Nasdaq National Market") or
in the over-the-counter market, or in the event the Company is unable to
purchase a sufficient number of shares in the open market, directly from
the Company.
Advantages
2. What are the advantages of the Plan?
Participants in the Plan may have some or all of the cash dividends
paid on their shares of Common Stock automatically reinvested in
additional shares of Common Stock. The Company will contribute three
percent of the purchase price for shares purchased with reinvested
dividends. Participants may also make optional cash investments (a minimum
of $20 and a maximum of $2,500 per quarter) at any time, whether or not
they elect to reinvest dividends. The three percent contribution also
applies to purchases of shares with optional cash investments. Full
investment of funds is possible under the Plan, whether or not there is a
sufficient amount to buy a whole share, because the Plan permits fractions
of shares to be credited to Participants' accounts. In addition,
participants will receive dividends in respect of any fractional share.
Participants avoid safekeeping requirements and recordkeeping costs for
shares credited to their accounts through the free custodial service and
reporting provisions of the Plan. Statements of account will be furnished
to Participants on a quarterly basis to provide simplified recordkeeping.
Administration
3. Who administers the Plan?
American Stock Transfer & Trust Company (the "Agent"), a stock
transfer agent independent of, and not affiliated with, the Company,
administers the Plan for Participants, keeps records, sends statements of
account to Participants, and performs other duties related to the Plan.
Shares purchased through the Plan will be registered in the name of the
Agent or its nominee as agent for Participants.
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All inquiries and communications regarding the Plan should include
your account number and should be directed to the Agent at:
American Stock Transfer & Trust Company
Dividend Reinvestment Department
40 Wall Street
New York, New York 10005
(718) 921-8283
(800) 278-4353
Participation
4. Who is eligible to participate in the Plan?
All holders of record of shares of Common Stock are eligible to
participate in the Plan. In order to participate, beneficial owners whose
shares are registered in names other than their own (for instance, in the
name of a broker) must become shareholders of record by having the shares
indicated on the Authorization Form transferred into their own names.
Although shares purchased with reinvested dividends and optional cash
investments will be registered in the name of the Agent or its nominee,
shareholders may continue to hold those shares presently held by them in
their own names.
A shareholder will not be eligible to participate in the Plan if he
resides in a jurisdiction in which it is unlawful for the Company to
permit his participation. A shareholder's right to participate in the Plan
is not transferable apart from a transfer of his Common Stock to another
person.
5. How does a shareholder elect to participate?
A shareholder may participate in the Plan at any time by completing
the Authorization Form and returning it to the Agent at the address set
forth in Question 3 above. A shareholder who does not wish to participate
in the Plan will continue to receive dividends, as declared, by check
without any further action on his part.
6. When will participation begin?
If the Authorization Form is received by the Agent at least 2
business days before the record date for a dividend, reinvestment will
begin with that dividend payment. For example, in order to invest the
quarterly dividend expected to be payable to holders of record at April
18, 1997, the Authorization Form must be received by the Agent no later
than April 16, 1997. If the Authorization Form is received after April 16,
1997, then reinvestment would begin with the next dividend payment date.
See Question 8 for information concerning optional cash investments.
7. What does the Authorization Form provide?
The Authorization Form allows each shareholder to authorize the
reinvestment of dividends paid on some or all shares registered in his
name in additional shares of Common Stock, and to purchase additional
shares with optional cash investments. A shareholder may elect to make
optional cash investments even if he does not elect to have dividends
reinvested.
The Agent will use the cash dividends, plus any optional cash
investments received from a Participant, to purchase additional shares of
Common Stock. Cash dividends on shares of Common Stock credited to a
Participant's account under the Plan are always automatically reinvested
whether purchased with reinvested dividends or optional cash investments.
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Optional Cash Investments
8. Who is eligible to make optional cash investments?
Participants who have submitted an appropriately completed
Authorization Form, whether or not they have authorized the reinvestment
of dividends, are eligible to make optional cash investments. The Agent
will apply any optional cash investments to the purchase of shares of
Common Stock for the account of the Participant.
If a shareholder chooses to participate by optional cash investments
only, the Company will continue to pay cash dividends on shares registered
in the Participant's name in the usual manner, and the Agent will apply
any optional cash investments to the purchase of additional shares of
Common Stock for the Participant's account under the Plan. Dividends
payable on shares of Common Stock credited to the account of the
Participant under the Plan will be automatically reinvested in additional
shares of Common Stock.
An initial optional cash investment may be made by a shareholder
when enrolling in the Plan by enclosing a check with the Authorization
Form. Thereafter, optional cash investments may be made by the use of the
cash investment form included with the quarterly statement sent to
Participants by the Agent.
Checks for optional cash investments must be made payable to
"American Stock Transfer & Trust Company, Agent."
9. What are the limitations on making optional cash investments?
Optional cash investments cannot be less than $20 or more than
$2,500 per calendar quarter. The same amount need not be sent each quarter
and there is no obligation to make an optional cash investment in every
quarter.
10. When will optional cash investments received by the Agent be invested?
Optional cash investments received at least two business days before
a dividend payable date will be held by the Agent and applied to the
purchase of shares at the same time that dividend reinvestment purchases
are made. Any optional cash investment received less than two business
days prior to the dividend payable date will be held by the Agent and
applied to the next dividend payable date.
Since no interest will be paid on funds held by the Agent, each
Participant is urged to mail any optional investment check so that it
reaches the Agent shortly before the second business day prior to the
dividend payable date.
Purchases
11. How many shares of Common Stock will be purchased for Participants?
Each Participant's account will be credited with a number of shares,
including fractional shares computed to three decimal places, equal to the
total amount to be invested (the amount of cash dividends reinvested,
optional cash investments, and the Company's 3% contribution) divided by
the applicable purchase price per share (see Question 12).
12. What will be the price of shares of Common Stock purchased under the
Plan?
Shares of Common Stock will be purchased with reinvested dividends
and optional cash investments under the Plan at such times as the Agent
may determine, as promptly as possible after a dividend payment date, and
in no event later than 30 days from the dividend payment date. No interest
will be paid on funds held by the Agent under the Plan. For the purposes
of making purchases, the Agent will commingle the
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dividends to be reinvested and optional cash investments of all
Participants, and the per share price for shares purchased for each
Participant's account will be the average price of all shares purchased
with the funds available. For purchases made on the Nasdaq National Market
or in the over-the-counter market, such prices will include a dealer
mark-up or a brokerage commission. Participants will therefore indirectly
bear the cost of such mark-up or commission.
If shares are purchased directly from the Company, the price for
such purchases will be established in one of two ways. If the purchases
for a particular investment period include purchases both on the Nasdaq
National Market or in the over-the-counter market and from the Company,
the per share price to be paid to the Company will be equal to the average
price paid for shares on the Nasdaq National Market or in the
over-the-counter market. If the purchases for an investment period are to
be made solely from the Company, the per share price will be equal to the
average of the daily market prices quoted for the Common Stock for the
three trading days on which quotes were published preceding the dividend
payment date. For this purpose, the daily market price will be the mean
between the highest bid quotation and the lowest ask quotation. If the
Company elects to have the Agent purchase shares from the Company, it must
notify the Agent at least ten days prior to the dividend payment date for
the particular investment period.
The Common Stock is thinly traded, and transactions in the Common
Stock may be infrequent. For this reason, depending on the number of
shares involved, purchases on the Nasdaq National Market or in the
over-the-counter market to satisfy the requirements of the Plan may have a
significant effect on prevailing market prices, which could result in the
payment of higher prices for shares than would be the case were the Plan
not in effect.
13. May a shareholder purchase shares through the Plan but have dividends
on those shares sent directly to him?
No. The purpose of the Plan is to provide the Participant with a
convenient method of purchasing shares of Common Stock and having the
dividends on those shares reinvested. Accordingly, dividends paid on
shares held in the Plan will be automatically reinvested in additional
shares of Common Stock. A Participant may, of course, receive certificates
for full shares accumulated in his account under the Plan at any time by
sending a written request to the Agent. When certificates are issued to
the Participant, future dividends on these shares will be treated in
accordance with the Participant's instructions as indicated by his
Authorization Form.
Costs
14. Is there any expense charged to Participants in connection with
participation in the Plan?
No. There are no service charges. All costs of administration of
the Plan will be paid by the Company.
Reports to Participants
15. How will Participants be advised of purchases of stock?
As soon as practicable after each purchase, all Participants will
receive a statement of account. These statements are the Participant's
continuing record of the cost basis of shares and should be retained for
tax purposes. Participants also will receive quarterly statements of
account as well as copies of the same communications sent to all other
shareholders, including the quarterly reports, annual report, notice of
annual meeting and proxy statement, and income tax information for
reporting dividends paid.
Dividends
16. Will Participants be credited with dividends on shares held in their
accounts under the Plan?
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Yes. The Company pays dividends, as declared, to the record holders
of all its shares of Common Stock. As the record holder for Participants,
the Agent will receive dividends for all Plan shares held on the record
date. It will credit such dividends to Participants' accounts in the Plan
on the basis of full and fractional shares held in their respective
accounts, and will reinvest such dividends in additional shares.
Certificates for Shares
17. Will stock certificates be issued for shares of Common Stock
purchased?
No. Certificates for shares of Common Stock purchased under the Plan
will not be issued to Participants. The number of shares credited to an
account under the Plan will be shown on the Participant's statement of
account. This additional service protects against loss, theft or
destruction of stock certificates.
However, certificates for any number of shares, up to the total
number of full shares credited to an account under the Plan, will be
issued upon written request of a Participant. This request should be
mailed to the Agent. Any remaining full shares and all fractional shares
will continue to be credited to the Participant's account.
Shares credited to the account of a Participant under the Plan may
not be pledged. A Participant who wishes to pledge such shares must
request that a certificate for such shares be issued in his name.
Certificates for fractional shares will not be issued.
18. In whose name will accounts be maintained and certificates registered
when issued?
An account will be maintained in each Participant's name as shown on
the shareholder records at the time the Participant joins the Plan. When
issued, certificates for full shares will be registered in the account
name.
Upon written request, certificates also can be registered and issued
in names other than the account name, subject to compliance with any
applicable laws and the payment by the Participant of any applicable
taxes, provided that the request bears the signatures of the Participant
and the signature is guaranteed by a financial institution or brokerage
firm, having membership in good standing, in a recognized guarantee
program (Securities Transfer Agent Medallion Program, New York Stock
Exchange Medallion Signature Program or Stock Exchanges Medallion
Program). No guarantee will be accepted if the aggregate value of the
transaction exceeds the authorized limit as defined in the program.
Changing Method of Participation and Withdrawal
19. How does a Participant change his method of participation?
A Participant may change his method of participation at any time by
completing a new Authorization Form and returning it to the Agent. The
change will apply as of the dividend record date that is two or more
business days after the Agent receives the new Authorization Form.
20. May a Participant withdraw from the Plan?
Yes. The Plan is entirely voluntary and a Participant may withdraw
at any time.
If the request to withdraw is received by the Agent at least two
business days prior to any record date, the amount of the dividend, and
any optional cash investment which would otherwise have been invested,
will be paid as soon as practicable to the withdrawing Participant.
Thereafter, all dividends will be paid in cash. A shareholder may elect to
re-enroll in the Plan at any time.
21. How does a Participant withdraw from the Plan?
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In order to withdraw from the Plan, a Participant must notify the
Agent in writing that he wishes to withdraw. Written notice should be
mailed to the Agent. When a Participant withdraws from the Plan, or upon
termination of the Plan by the Company, a certificate for full shares
credited to the Participant's account under the Plan will be issued and a
cash payment will be made for any fraction of a share.
Upon withdrawal from the Plan, the Participant may, if he desires,
request the Agent to sell all of the shares, both full and fractional,
credited to his account in the Plan. If the Participant requests that his
shares be sold, the Agent will place a sell order, within five business
days after receipt of the request, through an independent brokerage firm
selected by the Agent. The Participant will receive the proceeds of the
sale less any brokerage commissions and any transfer tax.
22. What happens to a fraction of a share when a Participant withdraws
from the Plan?
When a Participant withdraws from the Plan, a cash adjustment
representing any fraction of a share will be mailed directly to the
Participant. The cash payment will be based on the average market price of
a share determined pursuant to the market quote formula set forth in
Question 12 above.
Other Information
23. What happens when a Participant sells or transfers all of the shares
registered in his name (i.e., those that are not held in his Plan
account)?
If a Participant disposes of all shares of stock registered in his
name, the Agent will, unless otherwise instructed by the Participant,
continue to reinvest the dividends on the shares credited to his account
under the Plan.
24. If the Company offers additional shares of Common Stock or other
securities through a rights offering, how will the rights be handled with
respect to shares credited to a Participant's account under the Plan?
In a rights offering, rights issued with respect to shares held in
the Plan will be issued to a Participant in his own name. Therefore, a
Participant will directly receive a total number of rights based upon the
aggregate shares held of record in his name and the whole shares credited
to his account under the Plan.
25. What happens if the Company issues a stock dividend or declares a
stock split?
Any stock dividend or split shares distributed by the Company on
shares credited to the account of a Participant under the Plan will be
added to his account. Stock dividends or split shares distributed on
shares held directly by a Participant will be mailed to him in the same
manner as to shareholders who are not participating in the Plan.
26. How will a Participant's shares held under the Plan be voted at
meetings of shareholders?
If shares registered in the name of a Participant are voted by him
on any matter submitted to a meeting of shareholders, the Agent will vote
any full shares held in the Participant's account under the Plan in
accordance with the voting instruction in the Participant's proxy for the
shares registered in his name. If no shares are registered in a
Participant's name, shares credited to the Participant's account under the
Plan will be voted in accordance with instructions given on an instruction
form which will be furnished to the Participant. If the Participant
desires to vote in person at the meeting, a proxy for shares credited to
his account under the Plan may be obtained upon written request received
by the Agent at least 15 days before the meeting.
If no voting instruction is set forth on a properly signed and
returned proxy card or instruction form, with respect to any item thereon,
all of a Participant's shares -- those registered in his name, if any, and
those credited to his account under the Plan -- will be voted (in the same
manner as for non-participating
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shareholders who return proxies and do not provide instructions) in
accordance with the recommendations of the Company's management. If the
proxy card or instruction form is not returned, or if it is returned
unsigned, none of the Participant's shares will be voted unless the
Participant votes in person.
27. What are the Federal income tax consequences of participation in the
Plan?
Cash dividends paid by the Company on its Common Stock are taxable
as ordinary income to the holders of such shares, even though, to the
extent a shareholder participates in the Plan, such dividends are not
actually received by the shareholder, but instead are reinvested in Common
Stock. The amount of dividend income realized for federal income tax
purposes is equal to the full fair market value of the shares of Common
Stock acquired under the Plan through reinvested dividends, although such
Common Stock is acquired under the Plan at a discount as a result of the
Company's 3% contribution. Participants who make optional cash investments
through the Plan will be treated as receiving dividend income for tax
purposes equal to the difference between the fair market value of the
stock purchased with the optional cash investment, and the amount of the
optional cash investment. Thus, each Participant will be taxed on the
amount of the discount applicable to shares purchased for the
Participant's account. Also, with regard to either the reinvestment of
dividends, or the purchase of additional Common Stock as a result of
optional cash investments, to the extent the Company pays any brokerage
fees, commissions or service charges ("Other Charges") in connection with
the purchase of Common Stock under the Plan, such Other Charges will be
taxable to Participants as additional dividends.
A Participant's tax basis in shares of Common Stock acquired under
the Plan through the reinvestment of dividends will be equal to the amount
treated as a dividend to such Participant, which is the fair market value
of such shares on the dividend payment date plus applicable Other Charges.
The tax basis of shares of Common Stock acquired under the Plan through
optional cash investments will be the amount of the optional cash
investment, plus the difference between the optional cash investment and
the fair market value of the shares purchased, and any Other Charges
treated as a dividend with respect to the shares.
There are no income tax consequences at the time certificates for
full shares accumulated in a Participant's account are issued to the
Participant.
When, at the request of a Participant, the Agent sells shares of
Common Stock credited to a Participant's account or distributes cash with
respect to a fractional share interest to a Participant, gain or loss will
be realized by the Participant in an amount equal to the difference
between the proceeds received and the Participant's tax basis in the
shares or fractional shares sold. If the shares are capital assets in the
Participant's hands, such gain or loss will be capital gain or loss.
Whether the capital gain or loss realized is long-term or short-term
depends upon the holding period of the shares giving rise to the gain or
loss. In general, if the holding period is more than one year, such
capital gain or loss will be long-term. A Participant's holding period for
shares of Common Stock purchased under the Plan will begin on the day
following the day on which such shares were credited to the Participant's
account.
In the case of those Participants whose dividends are subject to
United States income tax withholding, the Agent applies an amount equal to
the cash dividends payable to such Participant, less the amount of tax
required to be withheld, to the purchase of shares of Common Stock for the
Participant's account. The statements confirming purchases made for such
Participants will indicate the amount of tax withheld.
For further information as to tax consequences of participation in
the Plan, including state, local and foreign taxation, each Participant
should consult with his own tax adviser.
28. May the Plan be changed or discontinued?
The Company reserves the right to make modifications to the Plan or
to suspend or terminate the Plan at any time. Any such modification,
suspension or termination will be announced to both participating and
non-participating shareholders.
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29. What is the responsibility of the Agent under the Plan?
In administering the Plan, the Agent will not be liable for any act
done or any omission to act in good faith, including, without limitation,
any claim of liability arising out of failure to terminate a Participant's
account upon the Participant's death prior to receipt of written notice of
such death. The Agent may not create a lien on any funds, securities or
other property held under the Plan.
The Participant should recognize that the Agent cannot assure him of
a profit or protect him against a loss on the shares purchased for him
under the Plan in accordance with his instructions as indicated on the
Authorization Form. It is up to each Participant to make his own decision
regarding the purchase or sale of any shares for his account under the
Plan.
30. Who interprets and regulates the Plan?
The Company reserves the right to interpret and regulate the Plan as
may be necessary or desirable in connection with the operation of the
Plan.
31. When can purchases or sales of Common Stock be temporarily curtailed?
Temporary curtailment or suspension of purchases or sales of Common
Stock may be made at any time when such purchases or sales would in the
Agent's judgment contravene, or be restricted by, applicable regulations,
interpretations or orders of the Securities and Exchange Commission, any
other governmental commission, agency or instrumentality, any court,
securities exchange or the National Association of Securities Dealers,
Inc. The Agent shall not be accountable, or otherwise liable, for failure
to make purchases or sales at such times and under such circumstances.
USE OF PROCEEDS
In the event any shares of Common Stock are purchased under the Plan from
the Company, the proceeds received by the Company will be used for general
corporate purposes.
LEGAL OPINION
Certain matters with respect to the legality of the issuance of the shares
of Common Stock offered hereby have been passed upon for the Company by Kennedy
& Baris, L.L.P., 4719 Hampden Lane, Suite 300, Bethesda, Maryland, 20814.
EXPERTS
The consolidated financial statements of the Company incorporated by
reference herein have been audited by Keller Bruner & Company, L.L.C.,
independent auditors, for the periods indicated in their report thereon which is
included in the Annual Report on Form 10-K for the year ended December 31, 1996.
The financial statements examined by Keller Bruner & Company, L.L.C. have been
incorporated herein by reference in reliance on their report given on their
authority as experts in accounting and auditing.
SECURITIES AND EXCHANGE COMMISSION POSITION
ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The Articles of Incorporation of the Company provide for the
indemnification of its officers and directors under certain circumstances.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers or persons controlling
the Company pursuant to such provisions, the Company has been informed that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
11
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration Fee.......................................................$ 594
Transfer Agent and Custodian Fees and Expenses.........................$ 3,000
Accounting.............................................................$ 3,000
Printing...............................................................$ 3,000
Legal..................................................................$ 12,500
Blue Sky...............................................................$ 4,000
Miscellaneous..........................................................$ 1,406
---------
Total............................................................$ 27,500
Item 15. Indemnification of Directors and Officers.
The Articles of Incorporation and Bylaws of FCNB provide for the
indemnification of the officers and directors of FCNB to the fullest extent
permitted by the Maryland General Corporation Law (the "MGCL"), and for the
indemnification of other persons to the extent permitted by law and as
determined by the Board of Directors. The MGCL provides, in general, that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation, who was, is or is threatened to be made a defendant or
respondent to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he served as a
director, officer, employee or agent of the corporation, or served at the
corporation's request in any capacity of another enterprise or employee benefit
plan, unless (i) the act or omission giving rise to the liability of such person
was material to the matter giving rise to the proceeding and (a) was committed
in bad faith or (b) was the result of active and deliberate dishonesty; (ii) the
director received an improper personal benefit in money, property or services;
or (iii) in the case of any criminal proceeding, such person had reasonable
cause to believe the act or omission was unlawful. Notwithstanding the
foregoing, no indemnification shall be authorized in the case of any proceeding
by or in the right of the corporation, if the person has been adjudged liable to
the corporation, except that a court may order indemnification against expenses
(including attorney fees) only. The indemnification is mandatory in the case of
success, on the merits or otherwise, in the defense of any proceeding.
Indemnification is against judgements, penalties, fines, settlements, and
reasonable expenses actually incurred (including attorney's fees) in connection
with the proceeding. A corporation has the power to purchase and maintain
insurance or maintain other arrangements in respect of such indemnification. The
indemnification provided by the MGCL is not exclusive of other rights to
indemnification to which any person may otherwise be entitled.
Item 16. Exhibits.
Number Description
4(a) FCNB Dividend Reinvestment and Stock Purchase Plan, as set forth
in full in the Prospectus, to which reference is hereby made
4(b) Dividend Reinvestment and Stock Purchase Plan Authorization
Form, incorporated by reference to Exhibit 4.2 to original
filing of FCNB's Registration Statement (No. 33-55040) on Form
S-3
5 Opinion of Kennedy & Baris, L.L.P.
23(a) Consent of Kennedy & Baris, L.L.P., included in Exhibit 5
23(b) Consent of Keller Bruner & Company, L.L.C.
- R - 3 -
<PAGE>
Item 17. Undertakings
The Registrant hereby undertakes that it 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 Securities Act of 1933 (the
"Act"); (ii) 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 in the registration statement; and (iii)
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) for purposes of determining any liability under the Act, treat each
post-effective amendment as a new registration statement relating to the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
- R - 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Frederick,
State of Maryland on March 25, 1997.
FCNB CORP
By: /s/ A. Patrick Linton
--------------------------------------
A. Patrick Linton, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
- -------------------------------- Director ____________, 199___
George B. Callan, Jr.
- --------------------------------
Miles M. Circo Director ____________, 199___
/s/ Clyde C. Crum Chairman of the Board of
- -------------------------------- Directors March 25, 1997
Clyde C. Crum
/s/ James S. Grimes
- -------------------------------- Director March 25, 1997
James S. Grimes
- --------------------------------
Bernard L. Grove, Jr. Director ____________, 199___
- --------------------------------
Gail T. Guyton Director ____________, 199___
- --------------------------------
F. L. Hewitt, III Director ____________, 199___
/s/ A. Patrick Linton President, Chief Executive Officer
- -------------------------------- and Director March 25, 1997
A. Patrick Linton
/s/ Jacob R. Ramsburg
- -------------------------------- Director March 25, 1997
Jacob R. Ramsburg
/s/ Ramona C. Remsberg Director March 25, 1997
- --------------------------------
Ramona C. Remsberg
<PAGE>
/s/ Kenneth D. Rice
- -------------------------------- Director March 28, 1997
Kenneth W. Rice
- -------------------------------- Director ____________, 199___
Rand D. Weinberg
/s/ DeWalt J. Willard, Jr.
- -------------------------------- Director March 28, 1997
DeWalt J. Willard, Jr.
Senior Vice President, Treasurer,
/s/ Mark A. Severson Principal Financial and
- -------------------------------- Accounting Officer March 25, 1997
Mark A. Severson
</TABLE>
<PAGE>
Index to Exhibits
Number Description
4(a) FCNB Dividend Reinvestment and Stock Purchase Plan, as set forth
in full in the Prospectus, to which reference is hereby made
4(b) Dividend Reinvestment and Stock Purchase Plan Authorization
Form, incorporated by reference to Exhibit 4.2 to original
filing of FCNB's Registration Statement (No. 33-55040) on Form
S-3
5 Opinion of Kennedy & Baris, L.L.P.
23(a) Consent of Kennedy & Baris, L.L.P., included in Exhibit 5
23(b) Consent of Keller Bruner & Company, L.L.C.
EXHIBIT 5
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
TEXAS OFFICE: KENNEDY & BARIS, L.L.P. MARYLAND OFFICE:
SUITE 1775 ATTORNEYS AT LAW SUITE 300
112 EAST PECAN STREET SEVENTH FLOOR 4719 HAMPDEN LANE
SAN ANTONIO, TX 78205 1225 NINETEENTH STREET, NW BETHESDA, MD 20814
(210) 228-9500 WASHINGTON, DC 20036 (301) 654-6040
FAX: (210) 228-0781 (202) 835-0313 FAX: (301) 654-1733
FAX: (202) 835-0319
</TABLE>
March 31, 1997
Board of Directors
FCNB Corp
7200 FCNB Court
Frederick, Maryland 21703
Gentlemen:
As special legal counsel to FCNB Corp (the "Company"), we have
participated in the preparation of Post-Effective Amendment No. 1 to the
Company's Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, relating
to the issuance of shares (the "Shares") of the Company's Common Stock pursuant
to the Company's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
As counsel to the Company, we have examined such corporate records,
certificates and other documents of the Company, and made such examinations of
law and other inquiries of such officers of the Company, as we have deemed
necessary or appropriate for purposes of this opinion. Based upon such
examinations we are of the opinion that the Shares, when issued in accordance
with the provisions of the Plan, will be duly authorized, validly issued, fully
paid and non-assessable shares of the Common Stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-3 filed by the Company and to the reference to
our firm contained.
Sincerely,
/s/ Kennedy & Baris, L.L.P.
EXHIBIT 23(b)
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-3 of
FCNB Corp (the "Company") of our report, dated January 28, 1997, on the
consolidated financial statements of the Company for the year ended December 31,
1996, which appears on page 43 of the Company's 1996 Annual Report to
Shareholders included in the Company's annual report on form 10-K for the year
ended December 31, 1996.
/s/ Keller Bruner & Company, L.L.C.
Frederick, Maryland
April 1, 1997
