As filed with the Securities and Exchange Commission on July 31, 1996
Registration No. ________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE FIRST NATIONAL BANKSHARES CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
West Virginia 62-1306172
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
First National Bank, P. O. Box 457, Ronceverte, West Virginia 24970
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (304) 647-4500
THE FIRST NATIONAL BANKSHARES CORPORATION
1996 INCENTIVE STOCK OPTION PLAN
L. Thomas Bulla, President and Chief Executive Officer
The First National Bankshares Corporation
P. O. Box 457
Ronceverte, West Virginia 24970
Telephone: (304) 647-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
________________________________________________________________
Number of Amount of
Title of Each Class of Shares to be Pro. Max. Offering Pro. Max. Regis.
Secu.to be Regis. Registered Price per Unit (1) Agg.Off. Price (1)
Fee
Common Stock
$5.00 par value 9,625 $44.92 $432,355 $150
(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the book value per share of First National Bankshares Corporation
Common Stock on July 1, 1996.<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the Securities and Exchange
Commission, are incorporated in the Section 10(a) prospectus under the
Securities Act by reference:
a. The latest annual report of First National Bankshares Corporation
("First National") filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
b. All other reports filed by First National pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
documents of First National referred to in (a) above.
All reports and other documents subsequently filed by First National
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. DESCRIPTION OF SECURITIES.
Authorized Stock
First National has an authorized capital of 500,000 shares of common stock,
par value $5.00 per share ( Common Stock ).
Dividends and Dividend Rights
The shareholders of First National are currently entitled to receive
dividends when and as declared by its Board of Directors. Dividends may be
paid out of funds legally available therefor, and subject to the restrictions
set forth in the West Virginia Corporation Act (West Virginia Code, Sections 31-
1-1, et seq.) (the "Corporation Act"). The Corporation Act provides that a
corporation may declare and pay a dividend to its shareholders if the
corporation is solvent and if the payment would not render the corporation
insolvent. A corporation under the Corporation Act cannot declare a dividend
contrary to any restrictions contained in its articles of incorporation. First
ational does not have any such restrictions. Dividends may be declared and paid
in cash or property only from the unreserved and unrestricted earned surplus of
he corporation except that dividends may be declared and paid in treasury shares
or in the corporation's authorized but unissued shares, from unreserved and
unrestricted surplus if an amount of surplus is transferred to stated capital
equal to the aggregate par value of the shares to be issued or the aggregate
stated value fixed by the board of directors in the case of shares without
par value.
Voting Rights
All voting rights of First National are vested in the holders of First
National Common Stock. In the election of directors, the shareholders of First
National have the right to vote the number of shares owned by them for as many
persons as there are directors to be elected, or to cumulate their votes and
give one candidate as many votes as the number of directors to be elected
multiplied by the number of shares they own, or to distribute them on the
same principle among as many candidates as they may decide. For all other
purposes, each share is entitled to one vote.
Preemptive Rights
Holders of Common Stock presently have no preemptive rights to subscribe to
a pro rata share of any future offers of shares by First National. Therefore,
future shares of Common stock or other securities may be offered to the
investing public or to shareholders or to both at the discretion of the Board of
Directors. If First National should decide to issue any or all of these
shares, the effect would be to dilute the percentage ownership of the
shareholders who do not acquire a pro rata portion of shares issued.
Liquidation Rights
The holders of Common Stock are entitled to share equally in the net assets
of First National in the event of liquidation or dissolution.
Shareholder Approval of Mergers
Before First National can merge or consolidate with other corporations
under West Virginia law, the affirmative vote of the holders of a majority of
the outstanding shares of each corporation is needed to approve such a merger or
consolidation, unless the other corporation is a bank or bank holding company
with principal offices in another state or is a national bank. Pursuant to
legislation passed by the West Virginia legislature in 1986, if the other
corporation is a bank or bank holding company with principal offices outside
the State of West Virginia, a proposed merger requires the affirmative vote
of the holders of two-thirds of the outstanding shares of First National Common
Stock, unless the laws of the other state require a higher percentage vote.
<PAGE>
Certain Antitakeover Provisions in First National s Articles of Incorporation
and Bylaws
Article IX of First National s Articles of Incorporation requires that the
Board bedivided into three classes of directors with each class being as nearly
equal in number of directors as possible. This provision has the effect of
making it more difficult and time-consuming for a shareholder who has acquired
or controls a majority of First National Common Stock to gain immediate control
of the Board of Directors or otherwise disrupt the management of First National.
Unless that shareholder can gain the 75% vote required to amend the provisions
regarding classifications or number of directors or to remove directors, it
would not be possible for that shareholder to elect a majority of the directors
at a single meeting of shareholders. Accordingly, it takes at least two annual
meetings to change the composition of a majority of the Board of Directors.
This provision has the effect of making it more difficult for a shareholder to
elect a director pursuant to the exercise of his cumulative voting rights.
However, the Board believes that the benefits to First National and its
shareholders of encouraging prior consultation and negotiation between First
National and potential acquirors outweigh the disadvantages of discouraging
any such proposals.
Section III of the Bylaws provides the manner in which nominations for the
election of directors may be made by a shareholder. Although this provision
does not give the Board of Directors any power to approve or disapprove
shareholder nominations for election of directors, it may have the effect of
precluding a contest for the election of directors if the procedures established
are not followed and may discourage a third party from conducting a solicitation
of proxies to elect its own slate of directors.
First National s Articles of Incorporation provide a fair price provision
concerning business combinations, such as mergers or consolidations. The fair
price provision requires the approval of the holders of 50% of the shares of
First National deemed independently owned as a condition to specified
transactions with an interested person , except in cases in which certain
price criteria and procedural requirements are satisfied or the transaction
is recommended to the shareholders by a majority of the disinterested
directors. The Articles define interested person as any person who
beneficially owns 10% or more of the outstanding shares of common stock. This
provision may only be amended by the holders of at least 75% of the outstanding
shares of common stock entitled to vote.
Rights of Dissenting Shareholders
Shareholders of First National who do not vote all of the shares which they
are entitled to vote for a proposed merger or consolidation of First National
with any corporation or who give notice at or prior to a shareholders' meeting
at which such vote is to be taken that they dissent from the merger or
consolidation, may require First National to purchase in cash those shares so
held by them when such merger or consolidation is consummated.
Directors
The Bylaws of First National authorize its Board of Directors to designate
the number of directors of the corporation within a range of 5 to 25.
Currently, First National's Board consists of 10 Directors.
Transferability
Shares of Common Stock issued upon exercise of options granted pursuant to
The First National Bankshares Corporation 1996 Incentive Stock Option Plan may
not be resold by participants in the Plan unless they are registered under the
Securities Act or are sold pursuant to an applicable exemption from
registration, including the exemption from registration set forth in Rule 144 or
Rule 145 promulgated by the Securities and Exchange Commission. Generally, Rule
144 and Rule 145 will permit an affiliate to sell within any three-month period
a number of shares that does not exceed the greater of 1% of the then
outstanding shares of Common Stock or the average weekly trading volume of
such stock reported through the Nasdaq National Market System during the four
calendar weeks preceding such sale, provided that First National has either
filed certain periodic reports with the Commission or made certain information
publicly available concerning it and provided that such sales are made in normal
"brokers' transactions" or in transactions directly with a "market maker"
without the solicitation of buy orders by the brokers or such affiliates.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Corporation s Articles of Incorporation provide that it is
the corporation s policy to indemnify any person who serves, or has served, as a
director, officer, employee or agent of the corporation, or who serves or has
served as a director, officer, partner, employee, or agent of any other
corporation, partnership, joint venture, trust or enterprise at the request or
direction of the corporation, against expenses (including attorneys fees),
judgments, fines, taxes, penalties, interest, and payments in settlement, in
connection with any threatened, pending or completed action or proceeding,
and to pay any such expenses in advance of the final disposition of any such
action or proceeding, to the full extent contemplated and permitted by Section 9
of Chapter 31, Article 1 of the Code of West Virginia of 1931, as amended, upon
such finding or determination as shall be requisite or appropriate under said
section; and the corporation is specifically empowered and authorized to
purchase and maintain, at the expense of the corporation, insurance on behalf of
any such director, officer, partner, employee or agent against any liability
asserted against him or her in such capacity or arising out of his or her
status as such, whether or not the corporation would have the power to indemnify
him or her under the provisions of said section.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
Item 9. UNDERTAKINGS.
First National hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act, each filing of First National's annual report pursuant to Section 13(a) or
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.
(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of First National pursuant to the foregoing provisions, or otherwise, First
National has been advised that in the opinion of the Securities and Exchange
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 First
National ofexpenses incurred or paid by a director, officer or controlling
person of First National 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, First National 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, First National
certifies that it has reasonable grounds to believe that it meets all of 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 Charleston, West Virginia, on the 23rd day of July, 1996.
THE FIRST NATIONAL BANKSHARES
CORPORATION
By: /s/ L. Thomas Bulla
L. Thomas Bulla
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jack D. Whitt
Jack D. Whitt
Chief Financial Officer
(Principal Financial Officer and
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ S. Elwood Bare Director July 23, 1996
S. Elwood Bare
/s/ L. Thomas Bulla President, Chief July 23, 1996
L. Thomas Bulla Executive Officer and Director
(Principal Executive Officer)
/s/ John R. Dawkins Director July 23, 1996
John R. Dawkins
/s/ Richard E. Ford Director July 23, 1996
Richard E. Ford
/s/ Bennett Fuller Director July 23, 1996
Bennett Fuller
/s/ William D. Goodwin Director July 23, 1996
William D. Goodwin
/s/ Lucie T. Refsland Director July 23, 1996
Lucie T. Refsland
/s/ William R. Satterfield, Jr. Director July 23, 1996
William R. Satterfield, Jr.
/s/ Richard L. Skaggs Director July 23, 1996
Richard L. Skaggs
/s/ Ronald B. Snyder Director July 23, 1996
Ronald B. Snyder
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
5.1 Opinion of Jackson & Kelly concerning legality
23.1 Consent of Arnett and Foster
23.2 Consent of Jackson & Kelly (filed as part of Exhibit 5.1)
23.3 Consent of Persinger & Company, L.L.C.
CHASFS3:39173
<PAGE>
EXHIBIT 5.1
JACKSON & KELLY
Attorneys at Law
1600 Laidley Tower
P. O. Box 553
Charleston, West Virginia 25322
Telephone: (304) 340-1000
July 31, 1996
The First National Bankshares Corporation
P. O. Box 457
Ronceverte, West Virginia 24970
Gentlemen:
We have acted as counsel for The First National Bankshares
Corporation, a West Virginia corporation ( First National ), in connection with
the proposed issuance and sale of common shares, par value $5.00 per share (the
Common Shares ), of First National pursuant to The First National Bankshares
Corporation 1996 Incentive Stock Option Plan (the Plan ) as described in the
Prospectus incorporated by reference into First National s Registration
Statement on Form S-8 to be filed with the U.S. Securities and Exchange
Commission on July 31, 1996. The purpose of the Form S-8 is to register
9,625 shares of First National s common stock, $5.00 par value per share (the
Common Stock ) reserved for issuance under the Plan pursuant to the provisions
of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
In connection with this opinion, we have examined an original or copy
f, and have relied upon the accuracy of, without independent verification or
investigation: (a) the Form S-8; (b) First National s Articles of
Incorporation; (c) First National s Bylaws; (d) certain proceedings of First
National s Board of Directors andShareholders; and (e) a certificate of good
standing issued with respect to First National by the Secretary of State of
West Virginia and dated July 31, 1996. We have also relied upon such other
representations of First National and officers of First National and such
authorities of law as we have deemed relevant as a basis for this opinion.
In our examination and in rendering this opinion, we have assumed,
without independent investigation or examination, (a) the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of such originals of such
latter documents; (b) the due completion, execution and acknowledgment as
indicated thereon and delivery of all documents; and (c) compliance with
applicable state securities laws. We have relied solely upon the examinations
and inquiries related herein, and we have not undertaken any independent
investigation to determine the existence or absence of any facts, and
no inference as to our knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that:
1. First National is a corporation legally existing under the laws
of the State of West Virginia.
2. After the 9,625 shares of Common Stock of First National have
been issued by First National upon the exercise of options in the manner
provided in the Plan, such Common Stock will be validly issued, fully paid and
non-assessable.
This opinion is limited to the federal laws of the United States and
to the laws of the State of West Virginia having effect as of the date
hereof. This opinion is furnished by us solely for the benefit of First
National in connection with the offering of the Common Stock and the filing of
the Form S-8 and any amendments thereto. This opinion may not be relied upon by
any other person or assigned, quoted or otherwise used without our specific
written consent.
Very truly yours,
JACKSON & KELLY
/skf/CHASFS3:39765
<PAGE>
EXHIBIT 23.1
[ARNETT & FOSTER LETTERHEAD]
CONSENT OF INDEPENDENT AUDITORS
Securities and Exchange Commission
Washington, D.C.
We hereby consent to the inclusion in the Registration Statement of First
National Bankshares Corporation on Form S-8 of our report dated February 2,
1996, on our audit of the consolidated financial statements of First National
Bankshares Corporation as of December 31, 1995 and 1994, and for the two years
in the period ended December 31, 1995, which report is included in the 1995
Annual Report to Shareholders of First National Bankshares Corporation.
ARNETT & FOSTER
/s/ Arnett & Foster
Charleston, West Virginia
July 29, 1996
CHASFS3:45902
<PAGE>
EXHIBIT 23.3
[PERSINGER & COMPANY, L.L.C. LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Securities and Exchange Commission
Washington, District of Columbia
We hereby consent to the use in the Registration Statement of First National
Bankshares Corporation on Form S-8 of our report, dated January 6, 1994, except
for notes 15 and 17, as to which the date is March 21, 1995, relating to the
consolidated statements of income, shareholders equity and cash flows of First
National Bankshares Corporation for the year ended December 31, 1993, which
report is included in the 1995 Annual Report to Shareholders of First National
Bankshares Corporation.
PERSINGER & COMPANY, L.L.C.
/s/ Persinger & Company, L.L.C.
Covington, Virginia
July 29, 1996
CHASFS3:45904
