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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.)
ONE COMMUNITY PLACE
BLUEFIELD, VIRGINIA 24605
(Address of principal executive offices)
1999 STOCK OPTION PLAN
(Full title of the plan)
JOHN M. MENDEZ
ONE COMMUNITY PLACE
BLUEFIELD, VIRGINIA 24605
(Name and address of agent for service)
(540) 326-9000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed maximum Amount of
securities registered maximum offering aggregate offering registration fee
to be registered price per share(1) price
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Common Stock 275,000 $18.6875 $5,139,062.50 $1,428.66
Par Value
$1.00 275,000
</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 February 28, 2000, in the
stock's unlisted over-the-counter market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
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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.
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The required incorporation by reference and written statement are set forth in
the material delivered to each participant.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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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 10 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.
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Item 5. Not Applicable.
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Item 6. Indemnification of Directors and Officers.
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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 judgement 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
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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.
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Item 8. Exhibits.
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(4) Instruments Defining the Rights of Security Holders (not
applicable)
(5) (a) Opinion of Counsel Re: Legality
(b) Internal Revenue Service determination letter (not
applicable)
(15) Letter Re: Unaudited Interim Financial Information (not
applicable)
(23) Consents of Experts and Counsel (set forth in opinion)
(24) Power of Attorney (set forth preceding signatures)
(99) Additional Exhibits (not applicable)
Item 9. Undertakings
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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 post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration
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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) (Section 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
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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 James C. Hale 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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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 Tazewell, Virginia on February 28, 2000.
FIRST COMMUNITY BANCSHARES, INC.
By: /s/ James L. Harrison, Sr.
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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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ James L. Harrison, Sr. President and Chief Executive Officer; February 28, 2000
- -------------------------- Director (Principal) Executive Officer)
James L. Harrison, Sr.
/s/ John M. Mendez Vice President - Finance; Director February 28, 2000
- -------------------------- (Principal Accounting Officer/Principal
John M. Mendez Financial Officer)
/s/ Sam Clark Director February 28, 2000
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Sam Clark
/s/ Allen T. Hamner Director February 28, 2000
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Allen T. Hamner
/s/ B. W. Harvey Director February 28, 2000
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B. W. Harvey
/s/ I. Norris Kantor Director February 28, 2000
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I. Norris Kantor
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/s/ A. A. Modena Director February 28, 2000
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A. A. Modena
/s/ Robert E. Perkinson, Jr. Director February 28, 2000
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Robert E. Perkinson, Jr.
/s/ William P. Stafford Director February 28, 2000
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William P. Stafford
/s/ William P. Stafford, II Director February 28, 2000
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William P. Stafford, II
/s/ W. W. Tinder, Jr. Director February 28, 2000
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W. W. Tinder, Jr.
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Exhibit 5
February 28, 2000
Direct Dial: (540) 983-9310
[email protected]
First Community Bancshares, Inc.
One Community Place
Bluefield, VA 24605
Re: First Community Bancshares, Inc.
Registration Statement on Form S-8
Dear Sirs:
We are acting as counsel for First Community Bancshares, Inc., a Nevada
corporation ("Bancshares"), in connection with the pending registration and
issuance by Bancshares of 275,000 shares of its common stock to be issued in
connection with its 1999 Stock Option Plan (the "Offering"). The registration of
the shares is being effected by a Registration Statement on Form S-8 filed with
the Securities and Exchange Commission (the "Registration Statement").
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments relating to the shares to be issued as we have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that:
(1) Bancshares is a corporation duly organized and validly existing
under the laws of the State of Nevada.
(2) The shares to be issued in connection with the Offering, when
issued, will be duly authorized, legally issued, fully paid and nonassessable
shares of the common stock of Bancshares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
GENTRY LOCKE RAKES & MOORE
/s/ EUGENE E. DERRYBERRY
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Eugene E. Derryberry
