As filed with the Securities and Exchange Commission April 30, 1999.
File No. 333-69283
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4 REGISTRATION STATEMENT
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
CENTURA BANKS, INC.
(Exact Name of Issuer as Specified in its Charter)
NORTH CAROLINA 56-1688522
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
134 NORTH CHURCH STREET
ROCKY MOUNT, NORTH CAROLINA 27804
(252) 454-4400
(Address, including zip code, and telephone number
of Principal Executive Offices)
VIRGINIA BEACH FEDERAL SAVINGS AND LOAN ASSOCIATION
1981 STOCK OPTION PLAN, AS AMENDED
VIRGINIA BEACH FEDERAL SAVINGS BANK 1991 STOCK OPTION PLAN, AS AMENDED
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION 1997 DIRECTORS STOCK
COMPENSATION PLAN
VIRGINIA BEACH FEDERAL FINANCIAL CORPORATION 1998 STOCK OPTION PLAN
(Full Title of the Plans)
JOSEPH A. SMITH, JR. COPY TO:
GENERAL COUNSEL AND CORPORATE SECRETARY MICHAEL L. STEVENS
CENTURA BANKS, INC. ALSTON & BIRD LLP
134 NORTH CHURCH STREET ONE ATLANTIC CENTER
ROCKY MOUNT, NORTH CAROLINA 27804 1201 WEST PEACHTREE STREET, NW
(252) 454-4400 ATLANTA, GEORGIA 30309-3424
(Name and address of agent for service) (404) 881-7970
<PAGE>
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement
on Form S-8 filed by Centura Banks, Inc. (the "Registrant") relates to 141,938
shares of the Registrant's common stock, no par value (the "Shares"). All of the
Shares are issuable pursuant to options issued under the Virginia Beach Federal
Savings and Loan Association 1981 Stock Option Plan, as amended, the Virginia
Beach Federal Savings Bank 1991 Stock Option Plan, as amended, the Virginia
Beach Federal Financial Corporation 1997 Directors Stock Compensation Plan, and
the Virginia Beach Federal Financial Corporation 1998 Stock Option Plan. Such
options were assumed by the Registrant pursuant to the Agreement and Plan of
Merger, dated as of October 28, 1998, by and between First Coastal Bankshares,
Inc. and the Registrant. All of the Shares registered hereby were previously
registered on the Registrant's Registration Statement on Form S-4 (File No.
333-69283) (the "Form S-4") and are being transferred to this Registration
Statement on Form S-8 by way of this Post-Effective Amendment No. 1 to the Form
S-4.
-------------------------------
<PAGE>
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Virginia Beach Federal Savings and
Loan Association 1981 Stock Option Plan, as Amended, the Virginia Beach Federal
Savings Bank 1991 Stock Option Plan, as Amended, the Virginia Beach Federal
Financial Corporation 1997 Directors Stock Compensation Plan, and the Virginia
Beach Federal Financial Corporation 1998 Stock Option Plan (the "Plans") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b). Requests for the above mentioned information, should be
directed to Joseph A. Smith, Jr. at (252) 454-4400.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference
and deemed to be a part hereof:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998; and
(3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section
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 such securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein and filed prior to the
filing hereof shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained herein modifies
or supersedes such statement, and any statement contained herein or in any other
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained in any other subsequently filed document which also is
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Centura common stock to be issued
pursuant to the Plan will be passed upon by Joseph A. Smith, Jr., General
Counsel and Corporate Secretary of Centura. Joseph A. Smith, Jr. is an officer
of and stockholder, and receives compensation from, Centura.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Articles of Incorporation of the Registrant provides as
follows:
TWELFTH: INDEMNIFICATION OF CERTAIN PERSONS:
To the fullest extent permitted by North Carolina law, the Corporation
may indemnify or purchase and maintain insurance to indemnify any of its
directors, officers, employees or agents and any persons who may serve at the
request of the Corporation as directors, officers, employees, trustees or agents
of any other corporation, firm, association, national banking association,
state-chartered bank, trust company, business trust, organization or any other
type of entity whether or not the Corporation shall have any ownership interest
in such entity. Such indemnification(s) may be provided for in the Bylaws, or by
resolution of the board of directors or by appropriate contract with the person
involved.
Article IX, Section 4 of the Registrant's Amended and Restated Bylaws
provides as follows:
INDEMNIFICATION:
Any person who at any time serves or has served as a director or officer
of the Corporation, or at the request of the Corporation is or was serving as an
officer, director, agent, partner, trustee, administrator, or employee for any
other foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, shall be indemnified by the
Corporation to the fullest extent from time to time permitted by law in the
event he is made, or is threatened to be made, a party to any threatened,
pending or completed civil, criminal, administrative, investigative or
arbitrative action, suit or proceeding and any appeal therein (and any inquiry
or investigation that could lead to such action, suit or proceeding), whether or
not brought by or on behalf of the Corporation, seeking to hold him liable by
reason of the fact that he is or was acting in such capacity. In addition, the
board may provide such indemnification for the employees and agents of the
Corporation as it deems inappropriate.
The rights of those receiving indemnification hereunder shall, to the
fullest extent from time to time permitted by law, cover (i) reasonable
expenses, including without limitation all attorney's fees actually and
necessarily incurred by him in connection with any such action, suit or
proceeding, (ii) all reasonable payments made by him in satisfaction of any
judgment, money decree, fine (including an excise tax assessed with respect to
an employee benefit plan), penalty, or settlement for which he may have become
liable in such action, suit or proceeding; and (iii) all reasonable expenses
incurred in enforcing the indemnification rights provided herein.
Expenses incurred by anyone entitled to receive indemnification under
this section in defending a proceeding may be paid by the Corporation in advance
of the final disposition of such proceeding as authorized by the board of
directors in the specific case or as authorized or required under any provisions
in the bylaws or by any applicable resolution or contract upon receipt of an
undertaking by or on behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation against such expenses.
The board of directors of the Corporation shall take all such action as
may be necessary and appropriate to authorize the Corporation to pay the
indemnification required by this bylaw, including
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<PAGE>
without limitation, to the extent needed, making a good faith evaluation of the
manner in which the claimant for indemnity acted and of the reasonable amount of
indemnity due him.
Any person who at any time serves or has served in any of the aforesaid
capacities for or on behalf of the Corporation shall be deemed to be doing or to
have done so in reliance upon, and as consideration for, the right of
indemnification provided herein. Any repeal or modification of these
indemnification provisions shall not affect any rights or obligations existing
at the time of such repeal or modification. The rights provided for herein shall
inure to the benefit of the legal representatives of any such person and shall
not be exclusive of any other rights to which such person may be entitled apart
from the provisions of this bylaw.
The rights granted herein shall not be limited by the provisions
contained in N.C. Gen. Stat. Section 55-8-51 (or its successor).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
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 this 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 this Registration Statement;
(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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and
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 this 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 being offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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<PAGE>
(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 this
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 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 Act and will
be governed by the final adjudication of such issue.
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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 City of Rocky Mount, State of North Carolina, on the 29th day
of April, 1999.
CENTURA BANKS, INC.
By: /s/ CECIL W. SEWELL, JR.
-----------------------------------
Cecil W. Sewell, Jr.
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph A. Smith, Jr. and Frank L. Patillo, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting 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 and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
<S> <C> <C>
/s/ CECIL W. SEWELL, JR. Chairman of the Board and April 29, 1999
- -----------------------------
Cecil W. Sewell, Jr. Chief Executive Officer
(Principal Executive Officer)
/s/ FRANK L. PATILLO Director and Vice Chairman April 29, 1999
- -----------------------------
Frank L. Patillo
/s/ WILLIAM H. WILKERSON Director and President April 29, 1999
- -----------------------------
William H. Wilkerson
/s/ STEVEN J. GOLDSTEIN Chief Financial Officer April 29, 1999
- -----------------------------
Steven J. Goldstein
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ W. CAROL FULGHUM Principal Accounting Officer April 29, 1999
- -----------------------------
W. Carol Fulghum
/s/ RICHARD H. BARNHARDT Director April 29, 1999
- ------------------------
Richard H. Barnhardt
/s/ C. WOOD BEASLEY Director April 29, 1999
- ----------------------
C. Wood Beasley
/s/ THOMAS A. BETTS, JR. Director April 29, 1999
- -----------------------------
Thomas A. Betts, Jr.
/s/ H. TATE BOWERS Director April 29, 1999
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H. Tate Bowers
/s/ ERNEST L. EVANS Director April 29, 1999
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Ernest L. Evans
/s/ BERNARD W. FRANKLIN Director April 29, 1999
Bernard W. Franklin
/s/ SUSAN E. GRAVELY Director April 29, 1999
- ----------------------
Susan E. Gravely
/s/ JOHN H. HIGH Director April 29, 1999
- -----------------------------
John H. High
Director
- ------------------------------
Michael K. Hooker
/s/ ROBERT L. HUBBARD Director April 29, 1999
- ----------------------
Robert L. Hubbard
/s/ FLOYD E. KELLAM, JR. Director April 29, 1999
- -----------------------------
Floyd E. Kellam, Jr.
/s/ WILLIAM H. KINCHELOE Director April 29, 1999
- -----------------------------
William H. Kincheloe
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ CHARLES T. LANE Director April 29, 1999
- -----------------------------
Charles T. Lane
/s/ JOSEPH H. NELSON Director April 29, 1999
- ----------------------
Joseph H. Nelson
/s/ DEAN E. PAINTER, JR. Director April 29, 1999
- -----------------------------
Dean E. Painter, Jr.
/s/ O. TRACY PARKS, III Director April 29, 1999
- -----------------------------
O. Tracy Parks, III
/s/ WILLIAM H. REDDING, JR. Director April 29, 1999
- ---------------------------
William H. Redding, Jr.
/s/ CHARLES M. REEVES, III Director April 29, 1999
- -----------------------------
Charles M. Reeves, III
/s/ GEORGE T. STRONACH, III Director April 29, 1999
- ---------------------------
George T. Stronach, III
/s/ ALEXANDER P. THORPE, III Director April 29, 1999
- ----------------------------
Alexander P. Thorpe, III
/s/ CHARLES P. WILKINS Director April 29, 1999
- -----------------------------
Charles P. Wilkins
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- --------------- -----------
5.1 Opinion of Joseph A. Smith, Jr., General Counsel and
Corporate Secretary of Centura Banks, Inc. as to the
validity of the shares of Centura Banks, Inc. common stock.
23.1 Consent of Joseph A. Smith, Jr., General Counsel and
Corporate Secretary of Centura Banks, Inc. (included in
Exhibit 5.1).
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
EXHIBIT 5.1
[CENTURA BANKS, INC. LETTERHEAD]
April 29, 1999
Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina 27804
Re: 141,938 Shares of the Common Stock, No Par Value Per Share of
Centura Banks, Inc., a North Carolina Corporation ("Centura")
Ladies and Gentlemen:
I am General Counsel of Centura, in which capacity I have participated
in the preparation of a registration statement on Form S-8 (the "Registration
Statement") for filing with the Securities and Exchange Commission in respect to
141,938 shares of Centura's common stock, no par value per share ("Centura
Common Stock") which may be issued by Centura pursuant to the Virginia Beach
Federal Savings and Loan Association 1981 Stock Option Plan, as amended, the
Virginia Beach Federal Savings Bank 1991 Stock Option Plan, as amended, the
Virginia Beach Federal Financial Corporation 1997 Directors Stock Compensation
Plan, and the Virginia Beach Federal Financial Corporation 1998 Stock Option
Plan (collectively, the "Plans").
For purposes of rendering the opinion expressed herein, I have examined
Centura's articles of incorporation and all amendments thereto, Centura's
by-laws and amendments thereto, the Plans, and such of Centura's corporate
records as I have deemed necessary and material to this opinion. I have relied
upon certificates of public officials and representations of Centura officials,
and have assumed that all documents examined by me as originals are authentic,
that all documents submitted to me as photocopies are exact duplicates of
original documents, and that all signatures on all documents are genuine.
Further, I am familiar with, and have supervised all corporate action
taken in connection with the authorization of the issuance and offering of the
subject securities.
Based upon and subject to the foregoing and subsequent assumptions,
qualifications and exceptions, it is my opinion that:
1. Centura is a duly organized and validly existing corporation in good
standing under the laws of the State of North Carolina and has all requisite
power and authority to issue, sell and deliver the subject securities, and to
carry on its business and own its property; and
<PAGE>
2. The shares of Centura Common Stock to be issued by Centura pursuant
to the Plans have been duly authorized, and when issued by Centura in accordance
therewith, such shares of Centura Common Stock will be fully paid and
nonassessable.
The opinions expressed above are limited by the following assumptions,
qualifications, and exceptions:
(a) I am licensed to practice law in the State of North Carolina and
express no opinion with respect to the effect of the laws other than those of
the State of North Carolina and of the United States of America;
(b) The opinion stated herein is based upon statutes, regulations,
rules, court decisions, and other authorities existing and effective as of the
date of this opinion, and I undertake no responsibility to update or supplement
said opinion in the event of or in response to any subsequent changes in the law
or said authorities, or upon the occurrence after the date hereof of events or
circumstances that, if occurring prior to the date hereof, might have resulted
in a different opinion;
(c) This opinion has been rendered solely for the benefit of Centura,
and no other person or entity shall be entitled to rely hereon without my
express written consent; and
(d) This opinion is limited to the legal matters expressly set forth
herein, and no opinion is to be implied or inferred beyond the legal matters
expressly so addressed.
I hereby consent to being named as a party rendering a legal opinion
under the caption "Interests of Named Experts and Counsel" in the Registration
Statement and to the filing of this opinion with the Securities and Exchange
Commission as well as all state regulatory bodies and jurisdictions where
qualification is sought for the sale of the subject securities.
As stated above, I am an officer of, and receive compensation from
Centura and therefore am not independent from Centura.
Very truly yours,
CENTURA BANKS, INC.
By: /s/ JOSEPH A. SMITH, JR.
------------------------
Joseph A. Smith, Jr.
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Centura Banks, Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Raleigh, North Carolina
April 29, 1999
