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FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
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
- --------------------------------------------------------------------------------------------------------------
Common Stock 275,000 $18.6875 $5,139,062.50 $1,428.66
Par Value
$1.00 275,000
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(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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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.
-------------------------------
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
--------- ----- ----
<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
- --------------------------
Sam Clark
/s/ Allen T. Hamner Director February 28, 2000
- --------------------------
Allen T. Hamner
/s/ B. W. Harvey Director February 28, 2000
- --------------------------
B. W. Harvey
/s/ I. Norris Kantor Director February 28, 2000
- --------------------------
I. Norris Kantor
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/s/ A. A. Modena Director February 28, 2000
- ----------------------------
A. A. Modena
/s/ Robert E. Perkinson, Jr. Director February 28, 2000
- ----------------------------
Robert E. Perkinson, Jr.
/s/ William P. Stafford Director February 28, 2000
- ----------------------------
William P. Stafford
/s/ William P. Stafford, II Director February 28, 2000
- ----------------------------
William P. Stafford, II
/s/ W. W. Tinder, Jr. Director February 28, 2000
- ----------------------------
W. W. Tinder, Jr.
8
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INDEX OF EXHIBITS
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Exhibits No. Description Method of filing
------------ -------------------------------------------------------- --------------------------
<S> <C> <C>
(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 (filed herewith)
(23) Consents of Experts and Counsel (filed herewith)
(24) Power of Attorney (previously filed)
(99) Additional Exhibits (not applicable)
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Exhibit 15
March 20, 2000
First Community Bancshares, Inc.
Bluefield, Virginia
We have 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,
1999 and 1998, June 30, 1999 and 1998, and September 30, 1999 and 1998, as
indicated in our reports dated April 30, 1999, July 16, 1999, and October 19,
1999, respectively; because we did not perform an 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, 1999, June 30,
1999, and September 30, 1999, are being incorporated by reference in this
Post-Effective Amendment No. 1 to Registration Statement No. 333-31338 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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Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-31338 of First Community Bancshares,
Inc. on Form S-8 of our report dated January 29, 1999, incorporated by
reference in the Annual Report on Form 10-K of First Community Bancshares, Inc.
for the year ended December 31, 1998.
Pittsburgh, Pennsylvania
March 20, 2000
