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As filed with the Securities and Exchange Commission on April 20, 2000
Registration No. 333-4428
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UWHARRIE CAPITAL CORP
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA 56-1814206
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
134 NORTH FIRST STREET
ALBEMARLE, NORTH CAROLINA 28001
(704) 982-4415
(Address, including ZIP Code, and telephone number, including area code, of
registrant's principal executive offices)
1996 Employee Stock Option Plan
(Full title of the plans)
ROGER L. DICK
CHIEF EXECUTIVE OFFICER
UWHARRIE CAPITAL CORP
134 NORTH FIRST STREET
ALBEMARLE, NORTH CAROLINA 28001
(704) 982-4415
(Name and address of agent for service)
WITH COPIES TO:
--------------
ANTHONY GAETA, JR., ESQ.
ERIK GERHARD, ESQ.
808 SALEM WOODS DRIVE, SUITE 201
RALEIGH, NORTH CAROLINA 27615
(919) 845-2558
CALCULATION OF REGISTRATION FEE/(1)/
<TABLE>
<CAPTION>
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Proposed Maximum Proposed
Title of Securities Amount to be Offering Price Maximum Aggregate Amount of
to be Registered Registered Per Share Offering Price Registration Fee/(1)/
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 30,000 $5.75 $172,500 $0.00
$1.25 Par Value
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ The shares of Common Stock are being offered pursuant to the Uwharrie
Capital Corp. 1996 Employee Stock Option Plan and resold to the general public.
Pursuant to Rule 457(h)(3) no additional filing fee shall be paid with respect
to securities offered for resale.
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PROSPECTUS
UWHARRIE CAPITAL CORP
Albemarle, North Carolina
Purchase Price $5.75 Per Share
Maximum of 30,000 Shares of Common Stock
Certain executive officers of Uwharrie Capital Corp (the "Company") hereby offer
for sale a maximum of 30,000 shares of Common Stock, $1.25 par value per share
of the Company, at an offering price of $5.75 per share (the "Offering"). The
Offering is being made through the resale of shares obtained through the
exercise of options by Ronald B. Davis, Roger L. Dick and Christy D. Stoner,
executive officers of the Company. The options were granted pursuant to the
Company's 1996 Employee Stock Option Plan (the "ESOP"). The Company's Common
Stock is neither listed nor traded on any securities exchange or broker market.
PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW AND CONSIDER THE DISCUSSION UNDER
"RISK FACTORS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR THE OFFICE OF THE SECRETARY
OF STATE OF NORTH CAROLINA NOR ANY OTHER STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR
ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Mailing Address:
134 North First Street
Albemarle, North Carolina 28001
Telephone:
(704) 982-4415
The date of this Prospectus is April 20, 2000.
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TABLE OF CONTENTS
Summary Information....................................................... 3
Risk Factors.............................................................. 3
Use of Proceeds........................................................... 6
Determination of Offering Price........................................... 6
Selling Security Holders.................................................. 6
Description of Securities to be Registered................................ 7
Interest of Named Experts and Counsel..................................... 11
Material Changes.......................................................... 11
Incorporation of Certain Information by Reference......................... 12
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities....................................... 13
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SUMMARY INFORMATION
A total of 30,000 shares of the Company's Common Stock is being offered by
Ronald B. Davis, Roger L. Dick and Christy D. Stoner, executive officers of the
Company (the "Selling Shareholders") at a price of $5.75 per share. The shares
to be sold came from the exercise of options that previously had been granted to
the Selling Shareholders under the ESOP. The Selling Shareholders are selling
the shares without the benefit of a broker-dealer or sales agent and are
intended to be purchased by former shareholders of Anson Bancorp, Inc.
("Anson"), which was acquired for cash by the Company on January 19, 2000. No
commissions will be paid by purchasers of the Common Stock. The Company will not
obtain the benefit of any of the proceeds from the resale of the shares through
this Offering. However, the Company has obtained the benefit of the purchase
price paid by the Selling Shareholders upon the exercise of the options which
resulted in their ownership of the shares being offered hereby. These purchases
have or will be made at various prices as set forth herein. The net proceeds
from the sale of the shares will be received individually by the Selling
Shareholders.
RISK FACTORS
Investment in the shares of Common Stock offered hereby involves a
significant degree of risk, including loss of principal. Accordingly, each
prospective subscriber, before subscribing to purchase shares of Common Stock,
should consider certain risks and speculative features inherent in and affecting
the business to be carried on by the Company, as well as general investment
risks and the other information contained in this Prospectus. Only persons who
can afford an investment involving such risks should undertake an investment in
the Common Stock.
Community Commitment and Social Responsibility
The Company is community oriented and emphasizes the well being of the
people in its region above financial gain in directing it corporate decisions.
As a result, the Company attempts to attract investors from its primary service
area and region that share its view of the Company as a corporate citizen
seeking financial growth and stability for its community, while at the same time
maintaining that atmosphere and dignity that have made its community an ideal
place to live and raise a family. In furtherance thereof, the Company's Articles
of Incorporation and Bylaws contain provisions meant to encourage and maintain
its commitment and social responsibility to its community. In addition, the
Company allocates a considerable amount of its net revenues toward philanthropic
projects in the communities it serves.
Competition with Other Financial Institutions
Commercial banking in North Carolina is extremely competitive, due in large
part to statewide branching. Currently, many of the Company's competitors are
significantly larger and have greater resources than the Company. The Company
encounters significant competition from a number of sources, including other
bank holding companies, commercial banks, thrift and
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savings and loan institutions, credit unions, and other financial institutions
and financial intermediaries. Among commercial banks, the Company competes in
its market area with some of the largest banking organizations in the state,
several of which have hundreds of branches in North Carolina and billions of
dollars in assets. Moreover, competition is not limited to financial
institutions based in North Carolina. The enactment of federal legislation
authorizing nationwide interstate banking has greatly increased the size and
financial resources of some of the Company's competitors. Consequently, many of
the Company's competitors have substantially higher lending limits due to their
greater total capitalization, and may perform functions for their customers that
the Company currently does not offer. As a result, the Company could encounter
increased competition in the future that may limit its ability to maintain or
increase its market share or otherwise materially and adversely affect its
business, results of operations, or financial condition.
Potential Impact of Changes in Interest Rates
The profitability of the Company depends to a large extent upon its net
interest income, which is the difference between interest income on interest-
earning assets, such as loans and investments, and interest expense on interest-
bearing liabilities, such as deposits and borrowings. The net interest income of
the Company would be adversely affected if changes in market interest rates
resulted in the cost of interest-bearing liabilities increasing faster than the
increase in the yield on the interest-earning-assets of the Company. An increase
in interest rates could have a material adverse effect on the housing and
automobile industries and consumer spending generally, which could adversely
affect the results of operations and financial condition of the Company.
Governmental Regulation
The Company and its bank and non-bank subsidiaries are subject to extensive
supervision, regulation and control by several federal and state governmental
agencies, including the Federal Reserve Board, the North Carolina State Banking
Commission, the North Carolina Savings Administrator, the FDIC, the Federal
National Mortgage Association, the Federal Home Loan Mortgage Corporation, the
Federal Home Loan Bank Board, the NASD and the North Carolina Department of
Insurance. Future legislation and government policy could adversely affect the
Company and the financial institutions industry as a whole, including the cost
of doing business. Certain recently enacted or proposed legislation or
regulations, and future legislation or regulations could have an adverse effect
on both the costs of doing business and the competitive factors facing the
financial institutions industry. Although the impact of such legislation and
regulation cannot be predicted, future changes may alter the structure of, and
competitive relationships among, financial institutions and the cost of doing
business. In addition, federal regulatory authorities have the power in certain
circumstances to prohibit dividends and other payments from the Company.
Composition of Real Estate Loan Portfolios
The real estate loan portfolios of the Company's financial institution
subsidiaries, (namely Bank of Stanly, Albemarle, North Carolina and Anson Bank &
Trust Co., Wadesboro,
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North Carolina) include residential mortgages and construction and commercial
loans secured by real estate. The Company generates all of its real estate
mortgage loans in North Carolina. Therefore, conditions of the real estate
markets in North Carolina could strongly influence the level of the Company's
nonperforming mortgage loans and the results of operations and financial
condition of the Company. Real estate values and the demand for mortgages and
construction loans are affected by, among other things, changes in general or
local economic conditions, changes in governmental rules or policies, the
availability of loans to potential purchasers, and acts of nature. Although the
Company's underwriting standards are intended to protect the Company against
adverse general and local real estate trends, declines in real estate markets
could adversely impact the demand for new real estate loans, the value of the
collateral securing the Company's loans and the results of operations and
financial condition of the Company.
Exposure to Local Economic Conditions
The Company's success is dependent to a significant extent upon economic
conditions in Stanly County and Anson County, North Carolina and more generally,
in the Uwharrie Lakes Region. In addition, the banking industry in general is
affected by economic conditions such as inflation, recession, unemployment and
other factors beyond the Company's control. Economic recession over a prolonged
period or other economic dislocation in Stanly or Anson Counties and the
Uwharrie Lakes Region could cause increases in non-performing assets and impair
the values of real estate collateral, thereby causing operating losses,
diminishing liquidity and eroding capital. Although management believes its
loan policy and review process results in sound and consistent credit decisions
on its loans, there can be no assurance that future adverse changes in the
economy in the Company's market area would not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.
Monetary Policy
The operating results of the Company are affected by credit policies of
monetary authorities, particularly the Federal Reserve. The instruments of
monetary policy employed by the Federal Reserve include open market operations
in U.S. Government securities, changes in the discount rate on bank borrowings
and changes in reserve requirements against bank deposits. In view of changing
conditions in the national economy and in the money markets, as well as the
effect of action by monetary and fiscal authorities, including the Federal
Reserve, no prediction can be made as to possible future changes in interest
rates, deposit levels and loan demand on the results of operations and business
of the Company.
Impact of Technological Advances; Upgrade to Company's Infrastructure
The financial services industry is undergoing, and management believes will
continue to undergo, technological changes with frequent introductions of new
technology-driven products and services. In addition to improving customer
services, the effective use of technology increases efficiency and enables
financial institutions to reduce costs. The Company's future success will
depend, in part, on its ability to address the needs of its customers by using
technology to provide products and services that will satisfy customer demands
for convenience as well as enhance efficiencies in the Company's operations.
Management believes that keeping
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pace with technological advances is critical for the Company in light of its
strategy to continue its sustained pace of growth. As a result, the Company
intends to continue to upgrade its internal systems, both through the efficient
use of technology (including software applications) and by strengthening its
policies and procedures. At the same time, the Company anticipates that it will
expand its array of technology-based products to its customers.
USE OF PROCEEDS
The net proceeds (the difference between the price offered to the public
and the price the options are or will be purchased from the Company by the
Selling Shareholders under the ESOP) will be approximately $82,810 if the
maximum number of shares are sold. None of the proceeds will be used by the
Company but will be divided up among the Selling Shareholders in accordance with
the number of shares sold by each pursuant to this Offering. However, the
Company will obtain the benefit of the amount the Selling Shareholders pay to
the Company to exercise their options and purchase their shares which amounts to
approximately $89,690.
DETERMINATION OF OFFERING PRICE
It is the philosophy of the Company to encourage local ownership of the
Common Stock which is neither listed nor traded on a securities exchange or
broker-dealer market. The Common Stock is traded locally among willing buyers
and sellers, and the Company makes every reasonable effort to match willing
buyers and sellers as they become known. The combination of private trades and
the Company's purchases has provided liquidity for the Company's Common Stock
and a periodic record of the trading price of the Common Stock. The Selling
Shareholders, in consultation with the Company and its advisors, has determined
to offer the shares of Common Stock at the purchase price of $5.75 per share. To
the best knowledge of the Selling Shareholders, the purchase price is based on
the last sale of the Company's stock on April 14, 2000 which the Selling
Shareholders have determined to be the current fair market price of the
Company's Common Stock.
SELLING SECURITY HOLDERS
The Offering is being conducted through the resale of Common Stock by
Ronald B. Davis, Roger L. Dick and Christy D. Stoner, the Selling Shareholders.
Ronald B. Davis is currently the President of the Company (since March 2000) and
the President and Chief Executive Officer of the Bank of Stanly (since 1997).
Mr. Davis has held those positions for the past three years. As of March 10,
2000, Mr. Davis owned 3,852 shares of Common Stock and 86,325 exercisable stock
options which he has held for more than six months. Mr. Davis has or will
exercise 10,000 of these options at a price of $3.583 per share and purchase(d)
10,000 newly issued shares of Common Stock from the Company for an aggregate
purchase price of $35,830. These 10,000 shares of Common Stock are being offered
for Mr. Davis' account.
Roger L. Dick is the Chief Executive Officer of the Company and has served
as such since its organization. Prior thereto he was Chief Executive Officer of
the Bank of Stanly. As of March 10, 2000, Mr. Dick owned 4,575 shares of Common
Stock and 100,216 exercisable stock options which he has held for more than six
months. Mr. Dick has or will exercise 10,000 of
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these options at a price of $2.693 per share and purchase(d) 10,000 newly issued
shares of Common Stock from the Company for an aggregate purchase price of
$26,693. These 10,000 shares of Common Stock are being offered for Mr. Dick's
account.
Christy D. Stoner is currently the President and Chief Executive Officer of
The Strategic Alliance Corporation, a registered broker-dealer that is a wholly-
owned subsidiary of Bank of Stanly. As of March 10, 2000, Ms. Stoner owned 2,809
shares of Common Stock and 69,421 exercisable stock options which she has held
for more than six months. Ms. Stoner has or will exercise 10,000 of these
options at a price of $2.693 per share and purchase(d) 10,000 newly issued
shares of Common Stock from the Company for an aggregate purchase price of
$26,693. These 10,000 shares of Common Stock are being offered for Ms. Stoner's
account.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The following summary of certain provisions of the Company's Articles of
Incorporation, as amended (the "Articles"), and Bylaws, as amended (the
"Bylaws"), does not purport to be complete and is qualified in its entirety by
reference to such instruments.
Authorized Capital
The Company is authorized to issue 20,000,000 shares of Common Stock, par
value $1.25 per share, of which on March 15, 2000, 5,539,025 shares were
outstanding and held of record by 2,103 persons, and 693,390 shares were
reserved for issuance under the Company's various equity compensation plans. The
Board of Directors currently is not authorized to issue preferred stock;
however, a proposal is being presented at the Company's annual meeting on May 2,
2000 to authorize the issuance of preferred stock.
Each share of Common Stock issued has the same relative rights and is
identical in all respects with every other share of Common Stock. Each
shareholder is entitled to one vote for each share held of record on all matters
submitted to a vote of holders of shares of Common Stock. Each share of Common
Stock is entitled to share equally in dividends from legally available funds
when declared by the Board of Directors. In the event of a liquidation,
dissolution or winding up of the Company, each holder of shares of the Common
Stock would be entitled to receive, after payment of all debts and liabilities
of the Company, a pro rata portion of all assets of the Company available for
distribution to holders of the Common Stock.
No conversion rights, or redemption or sinking fund provisions are
applicable to the Common Stock. Holders of the Common Stock do not have
preemptive rights with respect to any additional shares of the Common Stock
which may be issued. The Common Stock is not subject to call for redemption and
all outstanding shares of Common Stock are validly issued, fully paid and non-
assessable.
The existence of authorized but unissued shares of Common Stock and, if
authorized, preferred stock, could have the effect of discouraging unsolicited
takeover attempts. Such shares could be issued to a purchaser who might
cooperate with the Board of Directors in opposing an attempt by a third party to
gain control of the Company.
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Certain Articles and Bylaw Provisions Having Potential Anti-Takeover Effects
General. A number of provisions of the Articles and Bylaws address matters
of corporate governance and the rights of shareholders. The following summary of
such provisions is not intended to be complete and is qualified in all respects
by the Articles and Bylaws. Certain of these provisions may delay or prevent
takeover attempts not first approved by the Board of Directors (including
takeovers which certain shareholders may deem to be in their best interests.)
These provisions also could delay or frustrate the removal of incumbent
directors or the assumption of control by shareholders. In addition, certain of
the laws applicable to the Company may have the effect of preventing,
discouraging or delaying a change in control in the Company. All references to
the Articles are to the Company's Articles in effect as of the date of this
Prospectus.
Classification of the Board of Directors. According to the Company's
Bylaws, the number of directors constituting the Board of Directors shall be
eighteen (18). Directors must be shareholders of the Corporation and at least
three-fourths of the directors of the Company must be residents of Stanly
County, North Carolina. The Articles provide that the Board of Directors of the
Company is divided into three classes, Class I, Class II, and Class III, which
shall be as nearly equal in number as possible. Each director shall serve for a
term ending on the date of the third annual meeting of shareholders following
the annual meeting at which the director was elected. A director elected to fill
a vacancy shall serve for the remainder of the present term of office of the
class to which he was elected. As a result of the classification of the Board of
Directors, approximately one-third of the members of the Board of Directors will
be elected each year, and two annual meetings will be required for the Company's
shareholders to change a majority of the members constituting the Board of
Directors.
Limitation of Terms of the Board of Directors. The Company's Bylaws, in
furtherance of its goal of maintaining broad representation from throughout its
community, contain a term limitation providing that no director may be elected
to more than two consecutive three-year terms without a break in tenure;
provided, that, in addition to said two consecutive three-year terms and without
a break in tenure, any director may also serve any portion of an unexpired term
or any Special Term (as defined within the Bylaws) to which such director may
have been appointed or elected.
Nominations to the Board of Directors. The Company's Bylaws allow any
eligible shareholder an opportunity, within a certain framework, to nominate
persons to serve as a director. Nominations for election to the Board of
Directors are made by the Nominating Committee of the Board of Directors, but
also can be made by any holder of shares entitled to be voting at any meeting of
shareholders at which directors are to be elected, as long as such nominations
are made in writing and delivered to the President and Chief Executive Officer
or Secretary of the Company not less than fourteen days nor more than thirty
days prior to the meeting at which such nominations will be made.
Special Meetings of Shareholders. The Bylaws provide that special meetings
of shareholders may be called only by the Chief Executive Officer, President,
Secretary, or Board
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of Directors of the Company, upon the written request of the holders of not less
than 10% of all the shares entitled to vote at the meeting. As a result, this
provision would prevent shareholders owning less than 10% of the voting power of
the outstanding Common Stock from compelling shareholder consideration of any
proposal (such as a proposal for a merger or business combination) over the
opposition of the Company's Board of Directors.
Supermajority Vote Requirements. The Articles generally provide that the
Company cannot merge with or into, any other corporation or convey to any
corporation or other person or otherwise dispose of all or substantially all of
the assets of the Company or all of the outstanding shares of the Company's
capital stock, unless such transaction is approved by sixty-six and two-thirds
percent (66 2/3%) of all votes entitled to be cast on such matter and, if
separate voting by any one or more voting groups is required, by that percentage
of the votes entitled to be cast in such matters by each such voting group. If
applicable law requires a greater vote of the Company's shareholders for the
approval of the transaction or allows such transaction to be effected without
the approval of the Company's shareholders or of any voting group, then such
provision in the Articles shall not apply to the transaction.
Board Consideration of Certain Nonmonetary Factors in the Event of an Offer
by Another Party. The Articles allow the Board of Directors, in evaluating a
merger, consolidation, or other business combination transaction (hereunder a
"Business Combination") or a tender or exchange offer, to consider, in addition
to the adequacy of the amount to be paid in connection with any such
transaction, certain specified factors and any other factors the board deems
relevant, including (i) the social and economic effects of the transaction on
the Company and its subsidiaries, employees, depositors, loan and other
customers, creditors and other elements of the communities in which the Company
and its subsidiaries operate or are located; (ii) the business and financial
condition and earnings prospects of the acquiring person or entity; and (iii)
the competence, experience and integrity of the acquiring person or entity and
its or their management; and (iv) the prospects for a successful conclusion of
the Business Combination. By having these standards in the Articles of
Incorporation of the Company, the Board of Directors may be in a stronger
position to oppose any proposed Business Combination or tender or exchange offer
if the Board concludes that the transaction would not be in the best interest of
the Company, even if the price offered is significantly greater than the then
market price of any equity security of the Company.
The Board of Directors feels a responsibility for maintaining the financial
and business integrity of the Company. Banks and their holding companies occupy
positions of special trust in the communities they serve. They also provide
opportunities for abuse by those who are not of sufficient experience or
competence or financial means to act professionally and responsibly with respect
to management of a financial institution. It is of concern to the Company that
it be managed in the interest of the communities that it serves and that it and
its subsidiary financial institutions maintain its integrity as an institution.
One effect of this provision might be to encourage consultation by an
offeror with the Board of Directors prior to or after commencing a tender offer
in an attempt to prevent a contest from developing. This provision thus may
strengthen the Board of Directors' position in dealing with any potential
offeror which might attempt to effect a takeover of the Company. The
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provision will not make a Business Combination regarded by the Board of
Directors as being in the interests of the Company more difficult to accomplish,
but it will permit the Board of Directors to determine whether a Business
Combination or tender or exchange offer is not in the interests of the Company
(and thus to oppose it) on the basis of various factors deemed relevant.
Absence of Cumulative Voting. The Company's Articles of Incorporation do
not authorize cumulative voting by shareholders for the election of the
Company's directors. The absence of cumulative voting rights effectively means
that the holders of a majority of the shares voted at a meeting of shareholders
may, if they so choose, elect all directors of the Company to be elected at that
meeting, thus precluding minority shareholder representation on the Company's
Board of Directors.
Removal of Directors; Filling Vacancies. The Bylaws provide that (i)
shareholders may remove one or more of the directors with or without cause; (ii)
a director may be removed only by a vote in favor of such removal of the holders
of at least a majority of the voting power of the Company's outstanding shares
entitled to be voted generally in the election of directors; and (iii) a
director may not be removed by the shareholders at a meeting unless the notice
of the meeting states that the purpose, or one of the purposes, of the meeting
is removal of the director. In addition, vacancies occurring in the Board of
Directors, including without limitation, a vacancy resulting from an increase in
the number of directors or from the failure by the shareholders to elect the
full authorized number of directors, may be filled by the shareholders or by the
Board of Directors, whichever group shall act first. If the directors remaining
in office do not constitute a quorum, the directors may fill the vacancy by the
affirmative vote of a majority of the remaining directors or by the sole
remaining director. If the vacant office was held by a director elected by a
voting group, only the remaining director or directors elected by that voting
group or the holders of shares of that voting group are entitled to fill the
vacancy.
Control Share Acquisition Act
The Company is also subject to the North Carolina Control Share Acquisition
Act (the "Control Share Act") which provides that any person or party who
acquires "control shares" (defined therein as a number of shares which, when
added to other shares held, gives the holder voting power in the election of
directors equal to 20% or 33 1/3%, or a majority of all voting power) may only
vote those shares if the remaining shareholders of the Company, by resolution,
permit them to be voted. If the shareholders of the Company permit the control
shares to be accorded voting rights and the holder of the control shares has a
majority of all voting power for the election of directors, the other
shareholders of the Company have the right to the redemption of their shares at
the fair value as the day prior to the date on which the vote was taken which
gave voting rights to the control shares. The Control Share Act could discourage
a person from acquiring a large number of shares of the Company if, the purpose
is to seek control for the Company after obtaining a control position. Some
shareholders may determine this provision as not in their best interests.
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The Shareholder Protection Act
The Company is subject to the North Carolina Shareholder Protection Act
(the "Shareholder Protection Act") which is designed to prevent the abuses that
sometimes occur during hostile takeovers. The Shareholder Protection Act
generally requires that, unless certain "fair price" and procedural requirements
are satisfied, the affirmative vote of the holders of 95% of the outstanding
shares of the Company's Common Stock (excluding shares owned by an "Interested
Shareholder") is required to approve certain business combination transactions
with another entity that is the beneficial owner of more than 20% of the
Company's voting shares or which is an affiliate of the Company and previously
has been 20% beneficial owner.
In order to satisfy the "fair price" provisions, the price paid for any
shares in the second phase of an acquisition must be at least equal to the
highest of: (i) the highest per share price ever paid by anyone who is a part of
the acquiror, (ii) a price that exceeds the market price when the second phase
of the acquisition is announced by the same percentage as the highest price paid
by the acquiror exceeds the market price immediately before the acquisition
began; or (iii) a price computed by multiplying the Company's annual earnings
per share by the price/earnings multiple, if any, of the acquiror.
In addition, the procedural provisions require that: (i) the Company's
Board of Directors must maintain representation by continuing directors
proportionate to shares held by persons unaffiliated with the acquiror; (ii)
there must be no reduction in dividends except as approved by a unanimous vote
of directors; (iii) the acquiror must not acquire any additional shares of the
Company after the transaction in which it acquired its 20% interest; (iv) the
acquiror must not receive the benefit, directly or indirectly, except
proportionately with other shareholders, of any loans, advances, guarantees, or
financial assistance from the Company prior to consumption of the business
transactions; (v) the acquiror must not, prior to the consummation of the
business transaction, make a major change in the Company's business or equity
capital structure unless by unanimous vote of the directors; and (vi) the
acquiror must distribute to the shareholders a proxy statement responsive to the
requirements of applicable federal securities laws, which must contain any
recommendations by the continuing directors and can include a fairness opinion
from an independent investment banking firm regarding the transaction.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Co., New York, New York.
INTEREST OF NAMED EXPERTS AND COUNSEL
Legal Matters
The validity of the shares of Common Stock offered hereby has been passed
upon for the Selling Shareholders by Anthony Gaeta, Jr., P.A., Raleigh, North
Carolina.
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Experts
The statements of the Company have been audited by Dixon Odom PLLC,
Sanford, North Carolina.
MATERIAL CHANGES
On January 19, 2000, the Company consummated its first acquisition by
acquiring Anson Bancorp, Inc., Wadesboro, North Carolina and its wholly-owned
subsidiary, Anson Savings Bank. Anson Savings Bank is a state-chartered savings
bank that operates a full service banking location in Wadesboro. The Company
paid cash of approximately $10.3 million to effect the acquisition. Anson
Savings Bank retained its North Carolina savings bank charter and became a
wholly-owned subsidiary of the Company; however, it changed its name and now
operates under the name "Anson Bank & Trust Co." ("Anson Bank"). As a result of
the acquisition, the Company has recorded intangible assets of approximately
$1,150,000.
As of March 31, 2000, Anson Bank had total assets of approximately $21.6
million and deposits of approximately $16.3 million. For the three months ended
March 31, 2000 it had unaudited net loss of approximately $16,000. Anson Bank
had converted from mutual to stock form in June 1998. Prior thereto it operated
as a mutual savings bank with its deposits insured by the Savings Association
Insurance Fund ("SAIF") of the FDIC. Its primary activities is the gathering of
consumer deposits and providing credit in the form of one-to-four family
residential loans to customers in its primary market area consisting of Anson
County, North Carolina. As of March 31, 2000 approximately 72% of its loan
portfolio, before net items, was composed of permanent one-to-four family
residential loans. Anson Bank has developed an expertise in mortgage loan
underwriting and origination and the Company intends to capitalize on that
expertise. Additionally, the Company intends to provide commercial and retail
banking expertise so that Anson Bank can offer a broader array of lending and
deposit products to its customers. At March 31, 2000 Anson Bank had no
nonperforming assets and since 1991, no net loan chargeoffs have been
experienced. At March 31, 2000 the Tier I risk based capital and leverage ratios
were 27.46% and 16.26% respectively.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999; and
2. The Company's Proxy Statement for its 2000 Annual Meeting and 1999 Annual
Report to Shareholders; and
3. All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report Form 10-KSB for the fiscal year ended December 31,
1999; and
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4. All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of
the offering.
A copy of the Company's Proxy Statement for its 2000 Annual Meeting and
1999 Annual Report to Shareholders accompany this Prospectus. The Company will
provide without charge to each person, including any beneficial owner, to whom a
prospectus is delivered, a copy of any or all of the other information that has
been incorporated by reference herein, other than exhibits to such information
(unless such exhibits are specifically incorporated by reference into such
documents). Requests should be directed to the Company at 134 North First
Street, Albemarle, North Carolina 28001, (704) 982-4415.
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports, proxy statements and other
information with the SEC. Reports, proxy statements, and other information filed
by the Company may be inspected and copied at the Public Reference Room
maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. Copies of such information may also be
obtained from the SEC's web site (http://www.sec.gov).
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
The Articles of Incorporation and the Bylaws of the Company eliminate a
director's personal liability for breach of duty as a director to the fullest
extent permitted by law. Under the Federal Deposit Insurance Act, as amended
("FDIA"), the Company would be prohibited from paying any indemnification with
respect to any liability or legal expense incurred by a director, officer, or
employee as a result of an action or proceeding by a federal banking agency
resulting in civil money penalty or certain other remedies against such person.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the Articles of Incorporation and Bylaws, or
otherwise, the Company 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.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Contained in the Registration Statement of Form S-8 (Registration No. 333-
4428) filed with the Securities and Exchange Commission on May 3, 1996 (the
"Registration Statement").
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Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Previously filed as set forth in the Registration Statement.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Consultants and Advisors
Not applicable.
Item 9. Exhibits
The following exhibits are filed herewith or incorporated herein by
reference as part of this Registration Statement:
4 Specimen of Registrant's common stock certificate (incorporated by
reference from exhibits to Registrant's Current Report on Form 8-K
dated July 1, 1993).
23(a) Consent of Dixon Odom PLLC to incorporation by reference of its report
on Registrant's financial statements (filed herewith).
99 Copy of 1996 Employee Stock Option Plan (incorporated by reference to
the Registration Statement).
Item 9. Undertakings
Previously filed as set forth in the Registration Statement.
14
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The Registrant. 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 Albemarle, State of North Carolina, on April 10,
2000.
UWHARRIE CAPITAL CORP
April 10, 2000 By: /s/ Roger L. Dick,
---------------------
Roger L. Dick, Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
/s/ Roger L. Dick April 10, 2000
- -----------------------------------
Roger L. Dick
Chief Executive Officer
/s/ Christopher A. Whitfield April 10, 2000
- -----------------------------------
Christopher A. Whitfield,
Executive Vice President & CFO
/s/ Cynthia H. Beane April 10, 2000
- -----------------------------------
Cynthia H. Beane, Director
/s/ Joe S. Brooks April 10, 2000
- -----------------------------------
Joe S. Brooks, Director
/s/ April __, 2000
- -----------------------------------
Ronald T. Burleson, Director
/s/ Bill C. Burnside April 10, 2000
- -----------------------------------
Bill C. Burnside, D.D.S., Director
/s/ Gail C. Burris April 10, 2000
- -----------------------------------
Gail C. Burris, Director
15
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/s/ April __, 2000
- -----------------------------------
David M. Jones, D.V.M., Director
/s/ Kyle H. Josey April 10, 2000
- -----------------------------------
Kyle H. Josey, Director
/s/ April __, 2000
- -----------------------------------
James F. Link, D.V.M., Director
/s/ April __, 2000
- -----------------------------------
Joyce H. Little, Director
/s/ April __, 2000
- -----------------------------------
W. Chester Lowder, Director
/s/ April __, 2000
- -----------------------------------
Buren Mullis, Director
/s/ John P. Murray April 10, 2000
- -----------------------------------
John P. Murray, M.D., Director
/s/ Kent E. Newport April 10, 2000
- -----------------------------------
Kent E. Newport, Director
/s/ April __, 2000
- -----------------------------------
Catherine A. Pickler, Director
/s/ George T. Reaves April 10, 2000
- -----------------------------------
George T. Reaves, Director
/s/ A. James Russsell April 10, 2000
- -----------------------------------
A. James Russell, Director
/s/ B. A. Smith, Jr. April 10, 2000
- -----------------------------------
B. A. Smith, Jr., Director
/s/ Douglas V. Waddell April 10, 2000
- -----------------------------------
Douglas V. Waddell, Director
By: /s/ Roger L. Dick
- -----------------------------------
Attorney-in-Fact
16
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EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Uwharrie Capital Corp
Albemarle, North Carolina
We consent to the incorporation by reference in Post Effective Amendment No. 1
to the Registration Statement of Uwharrie Capital Corp on Form S-8 of our report
dated January 21, 2000 on the consolidated financial statements of Uwharrie
Capital Corp and Subsidiaries as of and for the years ended December 31, 1999
and 1998, which appears in the 1999 Annual Report on Form 10-KSB of Uwharrie
Capital Corp.
/s/ Dixon Odom PLLC
Sanford, North Carolina
April 19, 2000
