<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1997.
Registration No. ________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PIEDMONT BANCORP, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-19362-32
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
260 South Churton Street
Hillsborough, North Carolina 27278
(Address of Principal Executive Offices)
PIEDMONT BANCORP, INC. STOCK OPTION PLAN
(Full title of the Plan)
--------------------
D. TYSON CLAYTON, President
260 South Churton Street
Hillsborough, North Carolina 27278
(919) 732-2143
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
RANDALL A. UNDERWOOD
Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P.
Post Office Box 26000
2000 Renaissance Plaza
230 North Elm Street
Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered/1/ Offering Price Aggregate Offering Registration
Per Unit Price/4/ Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 264,500/2/ $9.53/3/ $2,520,870.00 $763.90
================================================================================================
</TABLE>
(Footnotes on Next Page)
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended,
and 17 C.F.R. (S)230.462.
/1/Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Piedmont Bancorp, Inc. Stock Option Plan ("Stock Option Plan") as a result of a
reclassification, reorganization, recapitalization, stock split, stock dividend
or similar occurrence which makes an adjustment of shares just and appropriate.
/2/Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.
/3/For purposes of calculating the registration fee, the proposed maximum
offering price per unit is the weighted average of the exercise price for
options to purchase the 262,260 shares which have been granted under the Stock
Option Plan and the assumed exercise price for the remaining 2,240 shares
subject to option, determined in accordance with Rule 457(c) based upon the high
and low trading prices of the Registrant's Common Stock on December 17, 1997.
/4/Estimated total for the purposes of calculating the registration fee
in accordance with Rule 457(h).
================================================================================
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item I. Plan Information.
This Registration Statement on Form S-8 relates to the registration of up
to 264,500 shares of common stock, no par value, of Piedmont Bancorp, Inc. (the
"Registrant") which are reserved for issuance pursuant to options which have
been or may be granted under the Piedmont Bancorp, Inc. Stock Option Plan
("Stock Option Plan"). This Registration Statement also relates to an
indeterminate number of additional shares which may be necessary to adjust the
number of shares reserved for issuance pursuant to the Stock Option Plan as a
result of a reclassification, reorganization, recapitalization, stock split,
stock dividend or similar occurrence which makes an adjustment of shares just
and appropriate. Documents containing the information specified in Part I of
Form S-8 will be sent or given to the participants in the Stock Option Plan as
specified by Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registration Information and Employee Plan Annual Information.
The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.
(b) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
Registrant's Annual Report on Form 10-K referred to in clause (a)
above.
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1, Registration No. 33-
94512, incorporated by reference in the Registration Statement on Form
8-A filed with the Commission under Section 12(b) of the Exchange Act
on November 8, 1995 (File No. 1-14070), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant and the Stock Option
Plan pursuant to Sections 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
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of the filing of such documents. Any statement
contained in this Registration Statement, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
<PAGE>
statement contained herein, or in any other subsequently filed document which is
also incorporated or deemed to be 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.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity. "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.
Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.
Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the
2
<PAGE>
right of the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper personal
benefit to the director. The above standard of conduct is determined by the
board of directors, or a committee or special legal counsel or the shareholders
as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which, and the persons for whose benefit, indemnification
shall or may be made.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):
Exhibit No. Description of Document
----------- -----------------------
<TABLE>
<C> <S>
3.1 The Registrant's Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of the
Registrant's Registration Statement on Form S-1,
Registration No. 33-94512, filed July 12, 1995, as
amended).
3.2 The Registrant's Bylaws (incorporated by reference
to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, Registration No. 33-94512,
filed July 12, 1995, as amended).
4.0 Specimen Stock Certificate for the Registrant
(incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form S-1, Registration No.
33-94512, filed July 12, 1995, as amended).
</TABLE>
3
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<TABLE>
<S> <C>
5.0 Opinion of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. as to legality of securities being
registered
10.0 Piedmont Bancorp, Inc. Stock Option Plan
(incorporated by reference to Exhibit 10(ii)(e)
Registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1996.)
23.1 Consent of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. (included in Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick LLP
</TABLE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events arising which,
individually or in the aggregate, represent a fundamental change
in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
Registration Statement;
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if
-------- -------
the information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) For determining liability under 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.
4
<PAGE>
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered that remain unsold at the termination of the
offering.
(4) 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
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 provisions discussed in Item 6 hereof, 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.
5
<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 Town of Hillsborough, State of North Carolina, on the 9th day
of December, 1997.
PIEDMONT BANCORP, INC.
Registrant
By: /s/ D. Tyson Clayton
------------------------------------
D. Tyson Clayton, President
Each person whose individual signature appears below hereby makes,
constitutes and appoints D. Tyson Clayton to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<S> <C>
Date: December 9, 1997 By: /s/ D. Tyson Clayton
----------------------------------------
D. Tyson Clayton, President and Director
(Principal Executive Officer)
Date: December 9, 1997 By: /s/ Thomas W. Wayne
----------------------------------------
Thomas W. Wayne, Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Date: December 9, 1997 By: /s/ M. Marion Clark
----------------------------------------
M. Marion Clark, Director
Date: December 9, 1997 By: /s/ Robert B. Nichols
----------------------------------------
Robert B. Nichols, Director
Date: December 9, 1997 By: /s/ Alfred L. Carr
----------------------------------------
Alfred L. Carr, Director
Date: December 9, 1997 By: /s/ Everett H. Kennedy
----------------------------------------
Everett H. Kennedy, Director
Date: December 9, 1997 By: /s/ Donald W. Pope
----------------------------------------
Donald W. Pope, Director
Date: December 9, 1997 By: /s/ James P. Ray
----------------------------------------
James P. Ray, Director
Date: December 9, 1997 By: /s/ William Larry Rogers
----------------------------------------
William Larry Rogers, Director
Date: December 9, 1997 By: /s/ Peggy S. Walker
----------------------------------------
Peggy S. Walker, Director
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Method of
Exhibit No. Description Filing
- ----------- ----------- ---------------
<C> <S> <C>
3.1 The Registrant's Articles of Incorporation Incorporated by
Reference
3.2 The Registrant's Bylaws Incorporated by
Reference
4.0 Specimen Stock Certificate for the Registrant Incorporated by
Reference
5.0 Opinion of Brooks, Pierce, McLendon, Filed Herewith
Humphrey & Leonard, L.L.P. as to legality of
securities being registered
10.0 Piedmont Bancorp, Inc. Stock Option Plan Incorporated by
Reference
23.1 Consent of Brooks, Pierce, McLendon, Filed Herewith
Humphrey & Leonard, L.L.P. (included in
Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick LLP Filed Herewith
</TABLE>
8
<PAGE>
EXHIBIT 5.0
[Letterhead of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.]
December 19, 1997
(910) 271-3112
Board of Directors
Piedmont Bancorp, Inc.
260 South Churton Street
Hillsborough, NC 27278
Re: Piedmont Bancorp, Inc. Stock Option Plan -- Registration Statement on
Form S-8 with Respect to the Offering of up to 264,500 Shares of
Common Stock
Gentlemen:
We have acted as special counsel to Piedmont Bancorp, Inc. (the "Holding
Company"), in connection with the Holding Company's registration under the
Securities Act of 1933 on Form S-8 (the "Registration Statement") of its
offering of up to 264,500 shares of Common Stock, no par value (the "Shares"),
under the Piedmont Bancorp, Inc. Stock Option Plan (the "Stock Option Plan") in
connection with the exercise of stock options (the "Option Rights"). As such
counsel, we have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering our opinions.
For purposes of rendering our opinion, we have assumed that (i) the Shares
issuable pursuant to the exercise of Option Rights granted under the terms of
the Stock Option Plan will continue to be duly and validly authorized on the
dates the Shares are issued pursuant to the Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the
Stock Option Plan will constitute valid, legal and binding obligations of the
Holding Company and will (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable against the
Holding Company in accordance with their terms; (iii) no change occurs after the
date hereof in applicable law or the pertinent facts; and (iv) the provisions of
applicable "blue sky" and other state securities laws have been complied with to
the extent required.
<PAGE>
Board of Directors
Piedmont Bancorp, Inc.
December 19, 1997
Page 2
Based on the foregoing, and subject to the assumptions set forth herein, it
is our opinion as of the date hereof that the Shares which have been or are to
be issued pursuant to the Stock Option Plan have been duly and validly
authorized and, upon the issuance or sale of the Shares in accordance with the
Stock Option Plan, and upon receipt of any consideration required thereby, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
BROOKS, PIERCE, MCLENDON, HUMPHREY &
LEONARD, L.L.P.
By: /s/ Randall A. Underwood
---------------------------------
RAU:sw
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF KPMG PEAT MARWICK LLP]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Piedmont Bancorp, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Piedmont Bancorp, Inc. of our report dated July 18, 1997 relating to the
consolidated balance sheets of Piedmont Bancorp, Inc. as of June 30, 1997 and
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the years in the three year period ended June 30,
1997, which report was incorporated by reference in the June 30, 1997 Form 10-K
of Piedmont Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
December 19, 1997
