UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 55-0694814
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE COMMUNITY PLACE
BLUEFIELD, VIRGINIA 24605
(Address of principal executive offices)
2001 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
JOHN M. MENDEZ
ONE COMMUNITY PLACE
BLUEFIELD, VIRGINIA 24605
(Name and address of agent for service)
(540) 326-9000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Proposed maximum Amount of
securities registered maximum offering aggregate offering registration fee
to be registered price per share(1) price
--------------------------------------------------------------------------------------------------------------
Common Stock 90,000 $26.30 $2,367,000.00 $591.75
Par Value $1.00
(1) Pursuant to Rule 457(h)(1), the price used in computing the registration fee
is based upon the price at which the options may be exercised.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information required by this item is contained in the summary plan
description delivered to each participant in the Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The required incorporation by reference and written statement are set forth in
the material delivered to each participant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
1. The Registrant's latest Annual Report on Form 10-K filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 (the Act).
2. All other reports filed or to be filed pursuant to Section 13(a) of the Act
since the end of the fiscal year covered by the Annual Report referred to above.
3. The description of the Registrant's common stock contained in its Form 10
filed pursuant to the Act.
All documents subsequently filed under the Act prior to the filing of a
post-effective amendment indicating that all securities registered hereby have
been sold, or deregistering any unsold securities, are deemed incorporated
herein by reference from and as of the filing dates thereof.
ITEM 4. DESCRIPTION OF SECURITIES. NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. NOT APPLICABLE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 27 of the Bylaws of the Registrant requires indemnification of directors
and officers of the Registrant and any person serving as such for another
corporation at the request of the Registrant, against costs and expenses at any
time reasonably incurred by him arising out of or in connection with any claim,
action, suit or proceeding, civil or criminal, against him or to which he may be
made a party by reason of his being or having been such director or officer
except in relation to matters as to which he shall be adjudged in such action,
suit or proceeding to be liable for gross negligence or willful misconduct in
the performance of his duty to the Corporation. If, in the judgment of the Board
of Directors of this Corporation, a settlement of any claim, action, suit or
proceeding so arising be deemed in the best interests of the Corporation, any
such director or officer shall be reimbursed for any amounts paid by him in
effecting such settlement and reasonable expenses incurred in
connection therewith. The foregoing right of indemnification shall be, in
addition to, any and all rights to which any director or officer may be entitled
as a matter of law.
Section 78.751 of Chapter 78, Title 7 of the Nevada Revised Statutes permits a
corporation to indemnify its directors, officers, employees and agents in
connection with civil and criminal actions if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation. Such indemnification is permitted in connection with
stockholders' derivative actions, but only if such persons are not adjudged
liable or upon court order. Section 78.752 authorizes the purchase of insurance
or the making of other financial arrangements to cover such person's exposure,
whether or not the corporation is authorized to indemnify such person.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. NOT APPLICABLE.
ITEM 8. EXHIBITS.
(4) Instruments Defining the Rights of Security Holders (not applicable)
(5) Opinion of Counsel Re: Legality
(15) Letter Re: Unaudited Interim Financial Information (not applicable)
(23) Consents of Experts and Counsel (set forth in opinion)
(24) Power of Attorney (set forth preceding signatures)
(99) Additional Exhibits (not applicable)
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 the 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 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 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) 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:
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 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 the 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 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 of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 12 of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 12 of the Securities
Exchange Act of 1934) 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
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 directors, 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.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes Eugene E. Derryberry
or James C. Hale to execute in the name of such person, and to file any
amendment to this Registration Statement making such changes therein as the
Registrant deems appropriate, and appoints such person named above as
Attorney-in-Fact to sign in his behalf individually and in each capacity stated
below and file all amendments to this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Tazewell, Virginia on November 13, 2001.
FIRST COMMUNITY BANCSHARES, INC.
By /s/ John M. Mendez
-------------------
John M. Mendez
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ John M. Mendez President and Chief Executive December 14, 2001
----------------------- Officer; Director (Principal
John M. Mendez Executive Officer)
/s/ Kenneth P. Mulkey Acting Chief Financial Officer December 14, 2001
----------------------- (Principal Accounting Officer/
Kenneth P. Mulkey Principal Financial Officer)
/s/ Sam Clark Director December 14, 2001
-----------------------
Sam Clark
/s/ Alan T. Hamner Director December 14, 2001
-----------------------
Alan T. Hamner
/s/ B. W. Harvey Director December 14, 2001
-----------------------
B. W. Harvey
/s/ I. Norris Kantor Director December 14, 2001
-----------------------
I. Norris Kantor
/s/ A. A. Modena Director December 14, 2001
----------------------------
A. A. Modena
/s/ Robert E. Perkinson, Jr. Director December 14, 2001
----------------------------
Robert E. Perkinson, Jr.
/s/ William P. Stafford Director December 14, 2001
----------------------------
William P. Stafford
/s/ William P. Stafford, II Director December 14, 2001
----------------------------
William P. Stafford, II
/s/ W. W. Tinder, Jr. Director December 14, 2001
----------------------------
W. W. Tinder, Jr.