As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRIANGLE BANCORP, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1764546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4300 Glenwood Avenue
Raleigh, North Carolina 27612
(Address of principal executive offices) (Zip Code)
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Guaranty State Bancorp 1986 Incentive Stock Option Plan as Assumed by Triangle Bancorp, Inc.
(Full Title of the Plan)
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Alexander M. Donaldson, Esq.
Senior Vice President and General Counsel
Triangle Bancorp, Inc.
4300 Glenwood Avenue
Raleigh, North Carolina 27612
(Name and address of agent for service)
(919) 881-0455
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Title of Securities to be Amount to be Proposed Maximum Offering Aggregate Offering Amount of
Registered Registered (1) Price Per Share Price (1) Registration Fee
- --------------------------- ---------------------- ---------------------------- ---------------------- -----------------------
Common Stock 72,653 shares Not applicable $380,071.12 $112.12
- --------------------------- ---------------------- ---------------------------- ---------------------- -----------------------
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(1) Estimated in accordance with Rule 457(h)(1) under the Securities Act of
1933, solely for the purpose of calculating the registration fee, based
upon the exercise prices of the options covering shares of the Common
Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents heretofore filed by Triangle Bancorp, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K (File Number 0-21346) for
the fiscal year ended December 31, 1997;
(b) The Company's Current Reports on Form 8-K dated March 11, 1998, and
March 20, 1998; and,
(c) The description of the Company's Common Stock (the "Common Stock")
contained in the Company's Current Report on Form 8-K dated April 27, 1996.
In addition, all documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
hereto which indicates that all the securities offered hereby have been sold or
which deregisters all the 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.
Item 5. Interests of Named Experts and Counsel
The opinion of counsel filed as Exhibit 5.1 hereto has been provided by
Alexander M. Donaldson, Esq. who is Senior Vice President and General Counsel of
the Company. As of April 30, 1998, Mr. Donaldson beneficially owned 1,356 shares
of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
Section 55-2-02 of the North Carolina Business Corporation Act (the
"Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Company's Articles of
Incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.
Section 55-8-50 through 55-8-58 of the Business Corporation Act permit a
corporation to indemnify its directors and officers under either or both a
statutory on nonstatutory scheme of indemnification. Under the statutory scheme,
a corporation may, with certain exceptions, indemnify a director or officer of
the corporation who was, is, or is threatened to be made, a party to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative, or investigative, because of the fact that such
person was a director or officer of the corporation, or is or was serving at the
request of such corporation as a director, officer, agent or employee of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) and reasonable expenses, including
attorneys' fees, incurred in connection with a proceeding; provided that no such
indemnification may be granted unless such director or officer (i) conducted
himself or herself in good faith, (ii) reasonably believed that (A) any action
taken in his or her official capacity with the corporation was in the best
interests of the corporation and (B) in all other cases, his or her conduct was
at least not opposed to the corporation's best interest, and (iii) in the case
of any criminal proceeding, had no reasonable cause to believe his or her
conduct was unlawful. In accordance with Section 55-8-55 of the Business
Corporation Act, the determination of
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whether a director has met the requisite standard of conduct for the type of
indemnification set forth above is made by the board of directors, a committee
of directors, special legal counsel or the shareholders. A corporation may not
indemnify a director under the statutory scheme in connection with a proceeding
by or in the right of the corporation in which the director was adjudged liable
on the basis of having received an improper personal benefit.
In addition to, and notwithstanding the conditions of and limitations on
indemnification described above under the statutory scheme, Section 55-8-57 of
the Business Corporation Act permits a corporation in its articles of
incorporation or bylaws or by contract or resolution to indemnify or agree to
indemnify any of its directors or officers against liability and expenses,
including attorneys' fees, in any proceeding (including proceedings brought by
or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interest of the corporation.
Pursuant to this nonstatutory scheme, the Company's Bylaws provide for
indemnification of the Company's directors, officers, employees and agents.
Sections 55-8-52 and 55-8-56 of the Business Corporation Act require a
corporation, unless its articles of incorporation provide otherwise, to
indemnify a director or officer who has been wholly successful on the merits or
otherwise in the defense of any proceeding to which such director or officer
was, or was threatened to be made, a party. Unless prohibited by the articles of
incorporation, a director or officer also may make application and obtain
court-ordered indemnification if the court determines that such director or
officer is fairly and reasonably entitled to such indemnification in view of all
the relevant circumstances as provided in Sections 55-8-54 and 55-8-56 of the
Business Corporation Act.
In addition, Section 55-8-57 of the Business Corporation Act authorizes a
corporation to purchase and maintain insurance on behalf of an individual who is
or was a director or officer of the corporation against certain liabilities
incurred by such persons, whether or not the corporation is otherwise authorized
by the Business Corporation Act to indemnify such party. The Company's directors
and officers are currently covered by a directors' and officers' insurance
policy, which policy indemnifies such persons against certain liabilities
arising from acts or omissions in the discharge of their duties. Such insurance
policy provides coverage of $10.0 million for liabilities.
In May 1997, the Company established a Delaware business trust subsidiary,
Triangle Capital Trust (the "Trust"), to issue securities, the principal and
interest of which are guaranteed by the Company, and the proceeds of which may
be counted as regulatory capital by the Company. As part of the establishment of
the Trust, the Company entered into an Amended and Restated Trust Agreement
dated June 3, 1997 (the "Trust Agreement") among the Company, Bankers Trust
Company and Bankers Trust (Delaware). Debra L. Lee, Executive Vice President and
Chief Financial Officer of the Company, and Alexander M. Donaldson, Senior Vice
President and General Counsel of the Company, serve as the administrators of the
Trust (the "Administrators"). Pursuant to the Trust Agreement, the Company has
agreed, to the fullest extent permitted by applicable law, to indemnify and hold
harmless the Administrators from and against any loss, damage, liability, tax,
penalty, expense or claim of any kind or nature whatsoever incurred by the
Administrators arising out of or in connection with the creation, operation or
dissolution of the Trust or any act or omission performed or admitted by the
Administrators in good faith on behalf of the Trust, and in a manner the
Administrators reasonably believed to be within the scope of authority conferred
on them by the Trust Agreement, except that the Administrators shall not be
entitled to be indemnified in respect of any loss, damage, or claim incurred by
them by reason of negligence or willful misconduct with respect to such acts or
omissions.
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Item 8. Exhibits
Exhibit No. Description of Document
5.1 Opinion of Alexander M. Donaldson, Senior Vice President and General Counsel of Registrant.
23.1 Consent of Coopers & Lybrand L.L.P., independent public accountants.
23.2 Consent of Alexander M. Donaldson (included in the opinion filed as Exhibit No. 5.1.).
24.1 Power of Attorney (included on the signature page).
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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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1993 (the "Securities Act"), 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, each filing of the
Registrant'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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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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 City of Raleigh, State of North Carolina, on April 28, 1998.
TRIANGLE BANCORP, INC.
By: /s/Michael S. Patterson
---------------------------------
Michael S. Patterson
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Michael S. Patterson his or her true and lawful attorney-in-fact and agent, 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
attorney-in-fact and agent 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 attorney-in-fact and
agent, 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 has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
/s/ Michael S. Patterson President, Chief Executive Officer, April 28, 1998
Chairman and Director (Principal
- --------------------------------- Executive Officer
Michael S. Patterson
/s/ Debra L. Lee Chief Financial Officer April 28, 1998
- ---------------------------------------- (Principal Financial and Principal
Debra L. Lee Accounting Officer)
/s/ Carole S. Anders Director April 28, 1998
- ----------------------------------------
Carole S. Anders
/s/ Charles S. Ashford, Jr. Director April 28, 1998
- ----------------------------------------
Charles S. Ashford, Jr.
/s/ Cy N. Bahakel Director April 28, 1998
- ----------------------------------------
Cy N. Bahakel
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/s/ Edwin B. Borden Director April 28, 1998
- ----------------------------------------
Edwin B. Borden
/s/ Robert E. Bryan, Jr. Director April 28, 1998
- ----------------------------------------
Robert E. Bryan, Jr.
/s/ David T. Clancy Director April 28, 1998
- ----------------------------------------
David T. Clancy
/s/ N. Leo Daughtry Director April 28, 1998
- ----------------------------------------
N. Leo Daughtry
/s/ Syd W. Dunn, Jr. Director April 28, 1998
- ----------------------------------------
Syd W. Dunn, Jr.
/s/ Willie S. Edwards Director April 28, 1998
- ----------------------------------------
Willie S. Edwards
/s/ James P. Godwin, Sr. Director April 28, 1998
- ----------------------------------------
James P. Godwin, Sr.
/s/Robert L. Guthrie Director April 28, 1998
- ----------------------------------------
Robert L. Guthrie
/s/John B. Harris, Jr. Director April 28, 1998
- ----------------------------------------
John B. Harris
/s/George W. Holt Director April 28, 1998
- ----------------------------------------
George W. Holt
/s/Earl Johnson, Jr. Director April 28, 1998
- ----------------------------------------
Earl Johnson, Jr.
/s/ J.L. Maxwell, Jr. Director April 28, 1998
- ----------------------------------------
J. L. Maxwell, Jr.
/s/Michael A. Maxwell Director April 28, 1998
- ----------------------------------------
Michael A. Maxwell
- ---------------------------------------- Director April __, 1998
Wendell H. Murphy
/s/Patrick H. Pope Director April 28, 1998
- ----------------------------------------
Patrick H. Pope
/s/William R. Pope Director April 28, 1998
- ----------------------------------------
William R. Pope
/s/Edythe M. Poyner Director April 28, 1998
- ----------------------------------------
Edythe M. Poyner
/s/Billy N. Quick, Sr. Director April 28, 1998
- ----------------------------------------
Billy N. Quick, Sr.
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/s/ J. Dal Snipes Director April 28, 1998
- ----------------------------------------
J. Dal Snipes
/s/ N. Johnson Tilghman Director April 28, 1998
- ----------------------------------------
N. Johnson Tilghman
/s/ Sydnor M. White, Jr.
- ---------------------------------------- Director April 28, 1998
Sydnor M. White, Jr.
/s/ J. Blount Williams Director April 28, 1998
- ----------------------------------------
J. Blount Williams
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EXHIBIT INDEX
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Sequential
Exhibit No. Description of Document Page No.
5.1 Opinion of Alexander M. Donaldson, Senior Vice President and
General Counsel of Triangle Bancorp, Inc.
23.1 Consent of Coopers & Lybrand L.L.P., independent public accountants
23.2 Consent of Alexander M. Donaldson (included in the opinion filed as
Exhibit No. 5.1.)
24.1 Power of Attorney (included on the signature page)
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EXHIBIT 5.1
April 28, 1998
Board of Directors
Triangle Bancorp, Inc.
4300 Glenwood Avenue
Raleigh, NC 27612
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
I am a Senior Vice President and General Counsel for Triangle Bancorp,
Inc., a North Carolina corporation (the "Company"), and in such capacity am
familiar with the registration under the Securities Act of 1933, as amended, on
Form S-8 ("Registration Statement) of an aggregate of 72,653 shares ("Shares")
of the Company's Common Stock, no par value per share, which are reserved for
issuance under the Guaranty State Bancorp 1986 Incentive Stock Option Plan (the
"Plan"), which Plan was assumed by Triangle Bancorp, Inc. upon its acquisition
of Guaranty State Bancorp on April 16, 1998.
As General Counsel of the Company, I have examined the proceedings
taken and am familiar with the proceedings proposed to be taken in connection
with the issuance and sale of the Shares under the Plan. Further, in connection
with the Registration Statement, I have examined the originals or photocopies or
certified copies of such records of the Company, certificates of officers of the
Company and public officials and other documents as I have deemed relevant and
appropriate as the basis for the opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all original documents submitted to me, the conformity to the originals of
all documents submitted to me as certified copies or photocopies and the
authenticity of the originals of such documents.
Based upon such examination, and relying upon statements of fact
contained in the documents which I have examined, I am of the opinion that the
Shares have been duly and validly authorized and, when issued and sold as
contemplated by the Plan, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
Alexander M. Donaldson, Esq.
Senior Vice President and General Counsel
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of Triangle Bancorp, Inc. on Form S-8 (File No. 333-_____________) of
our report dated January 19, 1998 on our audits of the consolidated financial
statements of Triangle Bancorp, Inc. as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997, which report has
been incorporated by reference in Triangle Bancorp, Inc.'s Annual Report on Form
10-K (File No. 0-21346) filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1934.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
COOPERS & LYBRAND L.L.P.
Raleigh, North Carolina
April 30, 1998
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