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Commission File No. 33-82542
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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Amendment No. 1
to
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST BANCORP
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1421916
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
341 North Main Street, Troy, North Carolina 27371-0508
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code) (910)576-6171
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First Bancorp 1994 Stock Option Plan
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(Full title of the plan)
Kirby A. Tyndall
341 North Main Street, Troy, North Carolina 27371-0508
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(Name and address of agent for service)
(910)576-6171
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(Telephone number, including area code, of agent for service)
This post-effective Amendment No. 1 is being filed to (i) remove and
terminate the Reoffer Prospectus contained in the Registration Statement
amended hereby and (ii) incorporate certain additional exhibits into such
Registration Statement.
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Removal And Termination Of Reoffer Prospectus
The Reoffer Prospectus contained on pages 2-9 of the Registration
Statement on Form S-8 filed by the registrant with respect to its 1994 Stock
Option Plan is hereby terminated.
Incorporation Of Earlier Registration Statement
Except for the Reoffer Prospectus terminated hereby, the contents of
the registrant's earlier Registration Statement on Form S-8 (File No.
33-82542) with respect to its 1994 Stock Option Plan are incorporated herein
by reference.
Part II Information Required In The Registration Statement
Item 8. Exhibits.
Exhibit Number Description
23.2.1 Consent of KPMG Peat Marwick LLP
24.13 Power of Attorney of A. Jordan Washburn, dated
October 11, 1995
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Signatures
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe it
meets all the requirements for filing on Form S-8 and has duly caused this
Amendment No. 1 to its registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Troy, State of
North Carolina on October 11, 1995.
By: /s/ James H. Garner
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James H. Garner
President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
report has been signed on behalf of the Company by the following persons and
in the capacities and on the dates indicated.
Signature Title Date
/s/ James H. Garner President, Treasurer October 11, 1995
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James H. Garner and Director
/s/ Anna G. Hollers Executive Vice President, October 11, 1995
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Anna G. Hollers Executive Secretary
/s/ Kirby A. Tyndall Senior Vice President, October 11, 1995
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Kirby A. Tyndall Chief Financial Officer
/s/ Jesse S. Capel * Director October 11, 1995
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Jesse S. Capel
/s/ Jack D. Briggs * Director October 11, 1995
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Jack D. Briggs
/s/ David L. Burns * Director October 11, 1995
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David L. Burns
/s/ John L. Frye, Sr. * Director October 11, 1995
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John L. Frye, Sr.
/s/ Jack L. Harper * Director October 11, 1995
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Jack L. Harper
/s/ G. T. Rabe, Jr. * Director October 11, 1995
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G. T. Rabe, Jr.
/s/ John J. Russell * Director October 11, 1995
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John J. Russell
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/s/ Frederick H. Taylor * Director October 11, 1995
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Frederick H. Taylor
/s/ Edward T. Taws, Jr. * Director October 11, 1995
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Edward T. Taws, Jr.
/s/ John C. Wallace * Director October 11, 1995
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John C. Wallace
/s/ A. Jordan Washburn * Director October 11, 1995
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A. Jordan Washburn
/s/ John C. Willis * Chairman of the Board October 11, 1995
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John C. Willis Director
* By Kirby A. Tyndall, Attorney-in-Fact, pursuant to Power of Attorney
attached as an Exhibit to the original Registration Statement amended hereby.
** By Kirby A. Tyndall, Attorney-in-Fact, pursuant to Power of Attorney
attached as an Exhibit hereto.
Exhibit 23.2.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
First Bancorp:
We consent to incorporation by reference in the Amendment No. 1 to the
Registration Statement of First Bancorp on Form S-8 relating to the First
Bancorp 1994 Stock Option Plan, of our report dated January 27, 1995,
relating to the consolidated balance sheets of First Bancorp and
subsidiaries as of December 31, 1994 and 1993, and the related statements of
consolidated income, consolidated cash flows and changes in consolidated
shareholders' equity for each of the years in the three-year period ended
December 31, 1994, which report appears in the December 31, 1994 Annual
Report and is incorporated by reference in the Form 10-KSB of First Bancorp.
Our report dated January 27, 1995, refers to the fact that on January 1,
1994, First Bancorp adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
/s/ KPMG Peat Marwick, LLP
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KPMG Peat Marwick, LLP
Charlotte, North Carolina
October 12, 1995
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Exhibit 24.13
POWER OF ATTORNEY
THE UNDERSIGNED director of First Bancorp (the "Company")
hereby appoints Kirby A. Tyndall as the undersigned's lawful agent
and attorney-in-fact, with full power of substitution and
resubstitution, for and on behalf and in the name of the
undersigned, to execute and file with the Securities and Exchange
Commission (the "Commission") a registration statement on Form
S-8 pursuant to the Securities Act of 1933, as amended (the "Act"),
for the purpose of registering shares to be issued upon the
exercise of options granted under the Company's 1994 Stock Option
Plan (the "Plan") and the resale of such shares by affiliates of
the Company, and any and all amendments, including post-effective
amendments, and exhibits to such registration statement, and any
and all applications or other documents to be filed with the
Commission or elsewhere pertaining to such registration statement
or amendments, with full power and authority to take or cause to be
taken all other actions which in the judgment of such person may be
necessary or appropriate to effect the registration under the Act
of the shares of the Company's common stock offered or to be
offered pursuant to the Plan, and the resale of such shares by
affiliates.
EXECUTED on the 11th day of October, 1995.
/s/ A. Jordan Washburn
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A. Jordan Washburn
