As filed with the Securities and Exchange Commission on May 19, 1998
Registration Statement 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
----------------------
FCNB CORP
(Exact Name of Registrant as Specified in its Charter)
Maryland 52-1479635
(State or Other Jurisdiction of (IRS Employer I.D. Number)
Incorporation or Organization)
7200 FCNB Court Frederick, Maryland 21703
(Address of Principal Executive Offices) (Zip Code)
FCNB Corp 1997 Director Stock Option Plan
(Full Title of Plan)
A. Patrick Linton
FCNB Corp
7200 FCNB Court
Frederick, Maryland 21703
(301) 662-2191
(Name, Address, and Telephone Number of Agent for Service)
Copies to:
David H. Baris, Esquire
Noel M. Gruber, Esquire
Kennedy, Baris & Lundy, L.L.P.
Suite 300
4719 Hampden Lane
Bethesda, Maryland 20814
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CALCULATION OF REGISTRATION FEE
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- ---------------------------- ----------------- ----------------------- --------------------- ------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price per Aggregate Offering Registration
to be Registered Registered(1) Share(1) Price(1) Fee(1)
- ---------------------------- ----------------- ----------------------- --------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 $7,939,185.75 $32.625 $7,939,185.75 $2,342.07
par value
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with the provisions of Rule 457(h) under the Securities Act of 1933,
based upon the aggregate exercise price of outstanding options and, with respect
to options remaining to be granted, the average of the high and low sales prices
for the Registrant's Common Stock as reported by the Nasdaq National Market on
May 14, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) the annual report on Form 10-K of FCNB Corp (the "Company") for the
year ended December 31, 1997;
(b) the quarterly report on Form 10-Q of the Company for the quarter
ended March 31, 1998;
(c) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a) above;
(d) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed April 24, 1987.
ITEM 4. DESCRIPTION OF SECURITIES
As the securities to be issued pursuant to this registration statement
are registered under Section 12 of the Securities Exchange Act of 1934, this
item is inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Company provide for the
indemnification of the officers and directors of the Company 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
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As no restricted securities are to be reoffered or resold pursuant to
this registration statement, this item is inapplicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
- -------------- -----------
4 1997 Director Stock Option Plan (1)
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
23(a) Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
23(b) Consent of Keller Bruner & Company, L.L.C.
- ----------
(1) Incorporated by reference to Exhibit 99.3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
ITEM 9. 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 determining 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised 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. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
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counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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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 May 18, 1998.
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.
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<S> <C> <C>
/s/ George B. Callan, Jr.
- --------------------------- Director May 18, 1998
George B. Callan, Jr.
/s/ Miles M. Circo
- --------------------------- Director May 18, 1998
Miles M. Circo
/s/ Shirley D. Collier
- --------------------------- Director May 18, 1998
Shirley D. Collier
/s/ Clyde C. Crum
- --------------------------- Chairman of the Board of Directors May 18, 1998
Clyde C. Crum
/s/ James S. Grimes
- --------------------------- Director May 18, 1998
James S. Grimes
/s/ Bernard L. Grove, Jr.
- --------------------------- Director May 18, 1998
Bernard L. Grove, Jr.
/s/ Gail T. Guyton
- --------------------------- Director May 18, 1998
Gail T. Guyton
/s/ Frank L. Hewitt, III
- --------------------------- Director May 18, 1998
Frank L. Hewitt, III
/s/s A. Patrick Linton President, Chief Executive Officer
- --------------------------- and Director May 18, 1998
A. Patrick Linton
/s/ Jacob R. Ramsburg, Jr.
- --------------------------- Director May 18, 1998
Jacob R. Ramsburg, Jr.
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<S> <C> <C>
/s/ Ramona C. Remsberg
- --------------------------- Director May 18, 1998
Ramona C. Remsberg
/s/ Kenneth W. Rice
- --------------------------- Director May 18, 1998
Kenneth W. Rice
/s/ Rand D. Weinberg
- --------------------------- Director May 18, 1998
Rand D. Weinberg
/s/ Dewalt J. Willard, Jr.
- --------------------------- Director May 18, 1998
DeWalt J. Willard, Jr.
/s/ Mark A. Severson Senior Vice President, Treasurer,
- --------------------------- Principal Financial and Accounting May 18, 1998
Mark A. Severson Officer
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INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4 1997 Director Stock Option Plan (1)
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
23(a) Consent of Kennedy, Baris & Lundy, L.L.P., included in Exhibit 5
23(b) Consent of Keller Bruner & Company, L.L.C.
- ----------
(1) Incorporated by reference to Exhibit 99.3 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
EXHIBIT 5
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[KENNEDY, BARIS & LUNDY, L.L.P. LETTERHEAD]
May 18, 1998
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 the Company's Registration Statement on Form S-8 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 1997 Director Stock Option 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-8 filed by the Company and to the reference to
our firm contained.
Sincerely,
/s/ Kennedy, Baris & Lundy, L.L.P.
EXHIBIT 23(b)
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Form S-8 of
FCNB Corp (the "Company") of our report dated January 23, 1998, which appears on
page 45 of the Annual Report to Shareholders of the Company.
/s/ Keller Bruner & Company, L.L.C.
Frederick, Maryland
May 18, 1998
