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Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST BANCORP
(Exact name of registrant, as specified in its charter)
North Carolina 56-1421916
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(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization) Identification No.)
341 North Main Street, P.O. Box 508, Troy, North Carolina 27371-0508
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(Address of Principal Executive Offices)
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FIRST BANCORP FSB EMPLOYEE Stock Option Plan
FIRST BANCORP FSB NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
FIRST BANCORP FSB SECOND NONQUALIFIED STOCK OPTION PLAN FOR DIRECTORS
(Full Title of the Plans)
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James H. Garner
President and Chief Executive Officer
341 North Main Street
Post Office Box 508
Troy, North Carolina 27371-0508
(Name and Address of Agent For Service)
(910) 576-6171
(Telephone Number, Including Area Code, of Agent For Service)
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Copy to:
Henry H. Ralston, Esq.
Robinson, Bradshaw & Hinson, P.A.
101 North Tryon Street
Suite 1900
Charlotte, North Carolina 28246
(704) 378-4000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of Each Class To Be Offering Aggregate Amount Of
of Securities To Registered Price Offering Registration
Be Registered (1) Per Unit (2) Price (2) Fee
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Common Stock, no par
value, issuable under
the following:
First Bancorp FSB
Employee Stock Option Plan 171,017 $7.03 $1,202,249.51 $317.39
First Bancorp FSB
Nonqualified Stock
Option Plan for Directors 195,631 $8.02 $1,568,960.62 $414.21
First Bancorp FSB
Second Nonqualified Stock
Option Plan for Directors 24,936 $16.04 $399,973.44 $105.59
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Total 391,584 $3,171,183.57 $837.19
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(1) Represents the number of unexercised options outstanding under the plans,
which were assumed in connection with the merger of First Savings Bancorp, Inc.
into the Registrant. Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also relates to an indeterminate number of additional
shares of Common Stock issuable with respect to the shares registered hereunder
in the event of a stock split, stock dividend or other similar transaction.
(2) Estimated solely for purpose of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, pursuant to which
shares subject to outstanding options are deemed to be offered at the weighted
average price at which such options may be exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
The following documents are incorporated by reference into this
registration statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30 and September 30, 2000;
(c) The Registrant's Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the "Commission") on September 29 and
October 20, 2000;
(d) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of its latest fiscal year;
(e) The description of the Shares contained in the Registrant's
Registration Statement filed under the Exchange Act on Form 8-A, including any
amendment or report filed for the purpose of updating such description; and
(f) All documents subsequently filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment indicating that all securities offered by this
registration statement have been sold or which deregisters all securities then
remaining unsold.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Company's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Sections 55-8-50 through 55-8-58 of the Business Corporation Act permit
a corporation to indemnify its directors, officers, employees or agents under
either or both a statutory or nonstatutory scheme of indemnification. Under the
statutory scheme, a corporation may, with certain exceptions, indemnify a
director, officer, employee or agent of the corporation who was, is, or is
threatened to be made, a party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, agent or employee of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or reasonable expenses incurred in
connection with a proceeding (including
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counsel fees), but no such indemnification may be granted unless such director,
officer, employee or agent (i) conducted himself in good faith, (ii) reasonably
believed (1) that any action taken in his official capacity with the corporation
was in the best interests of the corporation or (2) that in all other cases his
conduct was not opposed to the corporation's best interests, and (iii) in the
case of any criminal proceeding, had no reasonable cause to believe his conduct
was unlawful. Whether a director has met the requisite standard of conduct for
the type of indemnification set forth above is determined by the board of
directors, a committee of directors, special legal counsel or the shareholders
in accordance with Section 55-8-55 of the Business Corporation Act. A
corporation may not indemnify a director under the statutory scheme in
connection with a proceeding by or in the right of the corporation in which a
director was adjudged liable to the corporation or in connection with any other
proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations
on, the indemnification described above under the statutory scheme, Section
55-8-57 of the Business Corporation Act permits a corporation to indemnify, or
agree to indemnify, any of its directors, officers, employees or agents against
liability and expenses (including counsel fees) in any proceeding (including
proceedings brought by or on behalf of the corporation) arising out of their
status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person to be clearly in conflict with the best
interests of the corporation. The Company's bylaws provide for indemnification
to the fullest extent permitted under the Business Corporation Act, and the
Company has separate indemnification agreements with various current and past
directors and officers.
Because of its agreements to indemnify, the Company may indemnify its
directors, officers, employees and agents in accordance with either the
statutory or nonstatutory standard. Sections 55-8-52 and 55-8-56 of the Business
Corporation Act require a corporation, unless its articles of incorporation
provide otherwise, to indemnify a director or officer who has been wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which such director or officer was, or was threatened to be, made a party
because he is or was a director or officer of the corporation. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification as provided in Sections 55-8-54 and 55-8-56 of the Business
Corporation Act.
Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such a person, whether or
not the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The Company has purchased and maintains such insurance.
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ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 Form of common stock certificate, filed as Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, is incorporated herein by reference.
4.2 Articles IV and V of the Articles of Incorporation of the
Registrant, included in Exhibit 3(a) to the Registrant's
Registration Statement Number 33-12692, is incorporated
herein by reference.
4.3 Amendment to Articles of Incorporation of the Registrant,
adding a new Article X, filed as Exhibit 3.a.iii to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, is incorporated herein by reference.
4.4 Amendment to Article IV of Articles of Incorporation of the
Registrant, filed as Exhibit 3.a.iv to the Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, is incorporated herein by reference.
5.1 Opinion of Robinson, Bradshaw & Hinson, P.A.
23.1 Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney (included on signature page to this
Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment hereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not exceed
that which was registered) and any deviation
from the low or high end of the estimated
maximum offering range may be reflected in
the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and
price represent no more than a 20% change in
the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of 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 this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities 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 Commission such indemnification is against
public policy as expressed in the Securities 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 counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question 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 1933 Act, the Company certifies
that it has reasonable grounds to believe it meets all 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
Troy, State of North Carolina on the 11th day of December, 2000.
First Bancorp
By: /s/ James H. Garner
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James H. Garner,
President and Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned hereby constitutes and appoints James H.
Garner, Anna G. Hollers and Eric P. Credle, and each of them, with full power to
act without the other and with full power of substitution and resubstitution,
his true and lawful attorneys-in-fact and agents, for him and in his name,
place, and stead, in any and all capacities, to sign on his behalf any and all
amendments (including post-effective amendments and amendments thereto) to this
Registration Statement and any related registration statement (and any
amendments thereto) filed pursuant to Rule 462(b) under the Securities Act, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, and grants unto said attorneys-in-fact and
agents, and each of them, 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 as to all intents and purposes as he might or could do in person, and
hereby ratifies and confirms all that such attorneys-in-fact or agents, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed by the following
persons in the capacities indicated on the 11th day of December, 2000.
/s/ James H. Garner /s/ Eric P. Credle
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James H. Garner Eric P. Credle
President, Chief Executive Officer Vice President and Chief Financial Officer
and Director (Principal Financial Officer and Principal
(Principal Executive Officer) Accounting Officer)
/s/ Jack D. Briggs /s/ Edward T. Taws
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Jack D. Briggs Edward T. Taws
Chairman of the Board Director
Director
/s/ David L. Burns /s/ Frederick H. Taylor
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David L. Burns Frederick H. Taylor
Director Director
/s/ Jesse S. Capel /s/ Goldie H. Wallace
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Jesse S. Capel Goldie H. Wallace
Director Director
/s/ George R. Perkins, Jr. /s/ A. Jordan Washburn
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George R. Perkins, Jr. A. Jordan Washburn
Director Director
/s/ G.T. Rabe, Jr. /s/ John C. Willis
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G.T. Rabe, Jr. John C. Willis
Director Director
/s/ H. David Bruton, M.D. /s/ John F. Burns
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H. David Bruton, M.D. John F. Burns
Director Director
/s/ Felton J. Capel /s/ William E. Samuels
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Felton J. Capel William E. Samuels
Director Director
/s/ Frank G. Hardister /s/ Thomas F. Phillips
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Frank G. Hardister Thomas F. Phillips
Director Director
/s/ Virginia C. Thomasson
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Virginia C. Thomasson
Director
