9
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Nevada 55-
0694814
(State of other jurisdiction of (I.R.S.
Employer
incorporation or organization)
Identification No.)
1001 Mercer Street
Princeton, West Virginia 24740
(Address of principal executive offices)
Employee Stock Ownership and Savings Plan
(Full title of the plan)
John M. Mendez
1001 Mercer Street
Princeton, West Virginia 24740
(Name and address of agent for service)
(304) 487 - 9000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
unit (1) price
Common
Stock Par
value $1.00 150,000 shares $32.75 $4,912,500
$1,450
</TABLE>
(1) Pursuant to Rule 457(c), the price used in computing the
registration fee
is based upon the average bid-ask price reported as of September 8,
1998, in
the stock's unlisted over-the-counter market.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information required by this item is contained in the
summary plan
description delivered to each participant in the Plan.
Item 2. Registrant Information and Employee Plan Annual
Information.
The required incorporation by reference and written statement
are set forth
in the material delivered to each participant.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
1. The Registrant's latest Annual Report on Form 10-K
filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934 (the
"Act").
2. All other reports filed or to be filed pursuant to
Section 15(d) of the
Act since the end of the fiscal year covered by the Annual
Report referred to
above.
3. The description of the Registrant's common stock
contained in its Form
l0 filed Pursuant to the Act.
All documents subsequently filed under. the Act prior to the
filing of a
post-effective amendment indicating that all securities
registered hereby
have been sold, or deregistering any unsold securities, are
deemed
incorporated herein by reference from and as of the filing
dates thereof.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 27 of the Bylaws of the Registrant requires
indemnification of
directors and officers of the Registrant and any person serving
as such for
another corporation at the request of the Registrant, against
costs and
expenses at any time reasonably incurred by him arising out of
or in
connection with any claim, action, suit or proceeding, civil or
criminal,
against him or to which he may be made a party by reason of his
being or
having been such director or officer except in relation to
matters as to which
he shall be adjudged in such action, suit or proceeding to be
liable for gross
negligence or willful misconduct in the performance of his duty
to the
Corporation. If, in the judgment of the Board of Directors of
this
Corporation, a settlement of any claim, action, suit or
proceeding so arising
be deemed in the best interests of the Corporation, any such
director or
officer shall be reimbursed for any amounts paid by him in
effecting such
settlement and reasonable expenses incurred in connection
therewith. The
foregoing right of indemnification shall be, in addition to,
any and all
rights to which any director or officer may be entitled as a
matter of law.
Section 78.751 of Chapter 78, Title 7 of the Nevada Revised
Statutes permits
a corporation to indemnify its directors, officers, employees
and agents in
connection with civil and criminal actions if they acted in
good faith and in
a manner they reasonably believed to be in or not opposed to
the best
interests of the corporation. Such indemnification is
permitted in connection
with stockholders, derivative actions, but only if such persons
are not
adjudged liable or upon court order. Section 78.752 authorizes
the purchase
of insurance or the making of other financial arrangements to
cover such
person's exposure, whether or not the corporation is authorized
to indemnify
such person.
Item 7. Exemption from Registration Claimed. Not Applicable.
Item 8. Exhibits.
(4) Instruments Defining the Rights of Security Holders
(not applicable)
(5) (a) Opinion of Counsel Re: Legality (not applicable)
(b) Internal Revenue Service determination letter
(15) Letter Re: Unaudited Interim Financial Information
(23) Consents of Experts and Counsel
(24) Power of Attorney (set forth preceding signatures)
(99) Additional Exhibits (not applicable)
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:
(ii) To reflect in the prospectus any facts or
events arising after the
effective date of the Registration Statement (or the
most recent posteffective
amendment thereof) which, individually or in the
aggregate, represent a
fundamental change in the information set forth in
the 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) (230.424(b) of this chapter) 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;
(iii) To 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:
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 by the Registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities
Act of 1933, 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 of
1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a)
or Section 15(d) of
the Securities Exchange Act of 1934 (and, where
applicable, each filing of an
employee benefit plan's annual report pursuant to
Section 15(d) of the
Securities Exchange Act of 1934) 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.
c. Insofar as indemnification for liabilities arising
under the Securities
Act of 1933 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 directors,
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 Act
and will be governed by the final adjudication of such
issue.
Power of Attorney
Each person whose signature appears below hereby authorizes
Eugene E.
Derryberry or Karl W. Uotinen to execute in the name of such
person, and to
file any amendment to this Registration Statement making such
changes therein
as the Registrant deems appropriate, and appoints such person
named above as
Attorney-in-Fact to sign in his behalf individually and in each
capacity
stated below and file all amendments to this Registration
Statement.
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<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant
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 the County of Mercer, West Virginia on September 15,
1998.
FIRST COMMUNITY BANCSHARES, INC.
By:
____________________________
______
President and Chief Executive 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.
<TABLE>
<S> <C> <C>
Signature Title Date
____________________________ President and Chief
Executive September 16,1998
James L. Harrison, Sr. Officer; Director
(Principal
Executive Officer)
____________________________ Vice President - Finance; September 16, 1998
John M. Mendez Director (Chief Accounting
Officer/Chief Financial Officer)
____________________________ Director September 16, 1998
Sam Clark
____________________________ Director September 16, 1998
Allen T. Hamner
____________________________ Director September 16, 1998
B. W. Harvey
____________________________ Director September 16, 1998
I. Norris Kantor
____________________________ Director September 16, 1998
A. A. Modena
_____________________________ Director
September 16,1998
Robert E. Perkinson, Jr.
_____________________________ Director
September 16, 1998
William P. Stafford
_____________________________ Director
September 16, 1998
William P. Stafford, II
_____________________________ Director
September 16, 1998
W. W. Tinder, Jr.
_____________________________ Director
September 16, 1998
Harold Wood
</TABLE>
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<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement
of First Community Bancshares, Inc. on Form S-8 of our report
dated January
30, 1998, incorporated by reference in the Annual Report on
Form 10-K of
First Community Bancshares, Inc. for the year ended December
31, 1997.
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
September 16, 1998
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<PAGE>
Internal Revenue Service
District Director
Cincinnati Service Center
PO Box 2508
Cincinnati OH 45201 Employer Identification
Number:
55-0710056
Date: February 3, 1998 DLN: 17007324094007
Person to Contact: Cindy
Perry
Contact Telephone
Number:
FIRST COMMUNITY BANCSHARES INC (513) 241-5199
PO BOX 5939 Plan Name:
PRINCETON, WV 24740 EMPLOYEE STOCK OWNERSHIP
PLAN
AND
SAVINGS PLAN
Plan
Number:
001
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based
on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its
effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination
letter, points out some events that may effect the qualified status of
your
employee retirement plan, and provides information on the reporting
requirements for your plan. It also describes some events that
automatically
nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue
Code. It is not a determination regarding the effect of other federal
or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 31, 1996.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or
restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe
harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability
requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those
benefits,
rights and features that are currently available to all employees in
the
plan's coverage group. For this purpose, the plan's coverage group
consists
of those employees treated as currently benefiting for purposes of
demonstrating that the plan satisfies the minimum coverage requirements
of
section 410(b) of the Code.
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<PAGE>
Except as otherwise specified this letter may not be relied upon with
respect
to whether the plan satisfies the qualification requirements as amended
by
the Uruguay Round Agreements Act, Pub. L. 103-465 and by the Small
Business
Job Protection Act of 1996 (SBJPA), Pub. L. 104-108, other than the
requirements of Code section 401(a)(26).
This letter considers the amendments required by the Tax Reform Act of
1986,
except as otherwise specified in this letter.
We have sent a copy of this letter to your representative as indicated
in the
power of attorney.
If you have questions concerning this matter, please contact the person
whose
name and telephone number are shown above.
Sincerely yours,
/C. Ashley Bullard/
District Director
Enclosures
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
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<PAGE>
EXHIBIT 15
September 16, 1998
First Community Bancshares, Inc.
Princeton, WV
We have a made a review, in accordance with standards established by
the
American Institute of Certified Public Accountants, of the unaudited
interim
financial information of First Community Bancshares, Inc. for the
periods
ended March 31, 1998 and 1997 and June 30, 1998 and 1997, as indicated
in our
reports dated April 24, 1998 and August 5, 1998, respectively; because
we did
not perform au audit, we expressed no opinion on that information.
We are aware that our reports referred to above, which were included in
your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998
and June
30, 1998, are being incorporated by reference in this Registration
Statement on
Form S-8.
We also are aware that the aforementioned reports, pursuant to Rule
436(c)
under the Securities Act of 1933, are not considered a part of the
Registration Statement prepared or certified by an accountant or a
report
prepared or certified by an accountant within the meaning of Sections 7
and 11
of that Act.
DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
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<PAGE>
