-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GRWvhUgexQiyylhTDb6pM6AVc1xCZpU528McC+5yE+RYCDd+BQryZkJo3U7kiS4B JEsFngDzktZizioGg1odFA== 0000905870-06-000017.txt : 20060502 0000905870-06-000017.hdr.sgml : 20060502 20060502112200 ACCESSION NUMBER: 0000905870-06-000017 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060502 EFFECTIVENESS DATE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB United Corp. CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-133734 FILM NUMBER: 06797934 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27204 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 S-8 1 s8fnbunited.txt S-8 FNB UNITED CORP - 5/1/2006 As filed with the Securities and Exchange Commission on May 1, 2006 Registration No. ____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FNB UNITED CORP. (Exact name of registrant as specified in its charter) North Carolina 6021 56-1456589 - ------------------------------ --------------------------- --------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code No.) Identification No.) 101 Sunset Avenue, Asheboro, North Carolina 27203 -------------------------------------------------------------------------- (Address, including zip code, of registrant's principal executive offices) Integrity Financial Corporation 1996 Incentive Stock Option Plan, as amended Integrity Financial Corporation 1997 Nonqualified Stock Option Plan FGB 1999 Incentive Stock Option Plan FBG 1999 Nonstatutory Stock Option Plan FGB Stock Option Plan - ------------------------------------------------------------------------------- (Full title of the plan) ------------------------- Michael C. Miller President FNB United Corp. 101 Sunset Avenue Asheboro, North Carolina 27203 (336) 626-8300 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- CALCULATION OF REGISTRATION FEE - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of be Registered Registered(1) Share(2) Price(2) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par 325,763 $19.63 $6,394,728 $685 value $2.50 - ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Based on the total number of shares of common stock of FNB United Corp. reserved for issuance upon the exercise of options granted pursuant to the above-named stock option plans, which options were assumed by FNB United Corp. pursuant to its merger with Integrity Financial Corporation. (2) In accordance with Rule 457(h), the registration fee is based upon the average of the high and low prices of the common stock of FNB United Corp. on the NASDAQ National Market on April 27, 2006. EXPLANATORY NOTE This Registration Statement on Form S-8 relates to 325,763 shares of common stock, par value $2.50 per share ("Common Stock"), of FNB United Corp. (the "Registrant"). All of these shares of Common Stock are issuable pursuant to options issued under the stock option plans named on the cover page of this registration statement. The stock options were assumed by the Registrant pursuant to the Agreement and Plan of Merger, dated as of September 18, 2005, by and between the Registrant and Integrity Financial Corporation. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents and information heretofore filed with the Securities and Exchange Commission by the Registrant (File No. 0-13823) are incorporated by reference in this registration statement: (1) the description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form S-4 (Registration No. 333-130758), and all amendments or reports filed for the purpose of updating such description; (2) the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005; (3) the Registrant's Current Reports on Form 8-K dated January 6, 2006, March 16, 2006, April 27, 2006 and April 28, 2006. All documents hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all shares of the Common Stock issuable pursuant to the Plan to which this registration statement relates have been issued or which deregisters any shares then remaining unissued, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers Article VIII of the Registrant's Amended and Restated Bylaws provides: ARTICLE VIII. Indemnification --------------- 1. Extent. In addition to the indemnification otherwise provided by law, the corporation shall indemnify and hold harmless its directors and officers against liability and litigation expense, including reasonable attorneys' fees, arising out of their status as directors or officers or their activities in any of such capacities or in any capacity in which any of them is or was serving, at the corporation's request, in another corporation, partnership, joint venture, trust or other enterprise, and the corporation shall indemnify and hold harmless those directors, officers or employees of the corporation and who are deemed to be fiduciaries of the corporation's employee pension and welfare benefit plans as defined under the Employee Retirement Income Security Act of 1974, as amended ("ERISA fiduciaries") against all liability and litigation expense, including reasonable attorneys' fees, arising out of their status or activities as ERISA fiduciaries; provided, however, that the corporation shall not indemnify a director or officer against liability or litigation expense that he may incur on account of his activities that at the time taken were known or reasonably should have been known by him to be clearly in conflict with the best interests of the corporation, and the corporation shall not indemnify an ERISA fiduciary against any liability or litigation expense that he may incur on account of his activities that at the time taken were known or reasonably should have been known by him to be clearly in conflict with the best interests of the employee benefit plan to which the activities relate. The corporation shall also indemnify the director, officer, and ERISA fiduciary for reasonable costs, expenses and attorneys' fees in connection with the enforcement of rights to indemnification granted herein, if it is determined in accordance with Section 2 of this Article that the director, officer and ERISA fiduciary is entitled to indemnification hereunder. 2. Determination. Any indemnification under Section 1 of this Article shall be paid by the corporation in any specific case only after a determination that the director, officer or ERISA fiduciary did not act in a manner, at the time the activities were taken, that was known or reasonably should have been known by him to be clearly in conflict with the best interests of the corporation, or the employee benefit plan to which the activities relate, as the case may be. Such determination shall be made (a) by the affirmative vote of a majority (but not less than two) of directors who are or were not parties to such action, suit or proceeding or against whom any such claim is asserted ("disinterested directors") even though less than a quorum, or (b) if a majority (but not less than two) of disinterested directors so direct, by independent legal counsel in a written opinion, or (c) by the vote of a majority of all of the voting shares other than those owned or controlled by directors, officers or ERISA fiduciaries who were parties to such action, suit or proceeding or against whom such claim is asserted, or by a unanimous vote of all of the voting shares, or (d) by a court of competent jurisdiction. 3. Advanced Expenses. Expenses incurred by a director, officer or ERISA fiduciary in defending a civil or criminal claim, action, suit or proceeding may, upon approval of a majority (but not less than two) of the disinterested directors, even though less than a quorum, or, if there are less than two disinterested directors, upon unanimous approval of the Board of Directors, be paid by the corporation in advance of the final disposition of such claim, action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or ERISA fiduciary to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified against such expenses by the corporation. 4. Corporation. For purposes of this Article, references to directors, officers or ERISA fiduciaries of the "corporation" shall be deemed to include directors, officers and ERISA fiduciaries of FNB Corp., its subsidiaries, and all constituent corporations absorbed into FNB Corp. or any of its subsidiaries by a consolidation or merger. 5. Reliance and Consideration. Any director, officer or ERISA fiduciary who at any time after the adoption of this Bylaw serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Bylaw. No amendment, modification or repeal of this Article VIII shall adversely affect the right of any director, officer or ERISA fiduciary to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal. 6. Insurance. The corporation may purchase and maintain insurance on behalf of its directors, officers, employees and agents and those persons who were serving at the request of the corporation as a director, officer, partner or trustee of, or in some other capacity in, another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any director, officer, employee or agent made to or on behalf of a person entitled to indemnification under this Article shall relieve the corporation of its liability for indemnification provided for in this Article or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the corporation with respect to such payment. The North Carolina General Statutes contain provisions prescribing the extent to which directors and officers shall or may be indemnified. These statutory provisions are set forth below: CH. 55 NORTH CAROLINA BUSINESS CORPORATION ACT Part 5. Indemnification. ss. 55-8-50. Policy statement and definitions. (a) It is the public policy of this State to enable corporations organized under this Chapter to attract and maintain responsible, qualified directors, officers, employees and agents, and, to that end, to permit corporations organized under this Chapter to allocate the risk of personal liability of directors, officers, employees and agents through indemnification and insurance as authorized in this Part. (b) Definitions in this Part: (1) "Corporation" includes any domestic or foreign corporation absorbed in a merger which, if its separate existence had continued, would have had the obligation or power to indemnify its directors, officers, employees, or agents, so that a person who would have been entitled to receive or request indemnification from such corporation if its separate existence had continued shall stand in the same position under this Part with respect to the surviving corporation. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" means expenses of every kind incurred in defending a proceeding, including counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (4a) "Officer", "employee", or "agent" includes, unless the context requires otherwise, the estate or personal representative of a person who acted in that capacity. (5) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in G.S. 55-8-56, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. ss. 55-8-51. Authority to indemnify. (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) He conducted himself in good faith; and (2) He reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests; and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii). (c) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of no contest or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (d) A corporation may not indemnify a director under this section: (1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (2) In connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. (e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation that is concluded without a final adjudication on the issue of liability is limited to reasonable expenses incurred in connection with the proceeding. (f) The authorization, approval or favorable recommendation by the board of directors of a corporation of indemnification, as permitted by this section, shall not be deemed an act or corporate transaction in which a director has a conflict of interest, and no such indemnification shall be void or voidable on such ground. ss. 55-8-52. Mandatory indemnification. Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. ss. 55-8-53. Advance for expenses. Expenses incurred by a director in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provision in the articles of incorporation or bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation against such expenses. ss. 55-8-54. Court-ordered indemnification. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification if it determines: (1) The director is entitled to mandatory indemnification under G.S. 55-8-52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he met the standard of conduct set forth in G.S. 55-8-51 or was adjudged liable as described in G.S. 55-8-51(d), but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred. ss. 55-8-55. Determination and authorization of indemnification. (a) A corporation may not indemnify a director under G.S. 55-8-51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in G.S. 55-8-51. (b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) By special legal counsel (i) selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or (ii) if a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel. ss. 55-8-56. Indemnification of officers, employees, and agents. Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation is entitled to mandatory indemnification under G.S. 55-8-52, and is entitled to apply for court-ordered indemnification under G.S. 55-8-54, in each case to the same extent as a director; (2) The corporation may indemnify and advance expenses under this Part to an officer, employee, or agent of the corporation to the same extent as to a director; and (3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. ss. 55-8-57. Additional indemnification and insurance. (a) In addition to and separate and apart from the indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation may in its articles of incorporation or bylaws or by contract or resolution indemnify or agree to indemnify any one or more of its directors, officers, employees, or agents against liability and expenses in any proceeding (including without limitation a proceeding brought by or on behalf of the corporation itself) arising out of their status as such or their activities in any of the foregoing capacities; provided, however, that a corporation may not indemnify or agree to indemnify a person against liability or expenses he may incur account of his activities which were at the time taken known or believed by him to be clearly in conflict with the best interests of the corporation. A corporation may likewise and to the same extent indemnify or agree to indemnify any person who, at the request of the corporation, is or was serving as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise or as a trust or administrator under an employee benefit plan. Any provision in any articles of incorporation, bylaw, contract, or resolution permitted under this section may include provisions for recovery from the corporation of reasonable costs, expenses, and attorneys' fees in connection with the enforcement of rights to indemnification granted therein and may further include provisions establishing reasonable procedures for determining and enforcing the rights granted therein. (b) The authorization, adoption, approval, or favorable recommendation by the board of directors of a public corporation of any provision in any articles of incorporation, bylaw, contract or resolution, as permitted in this section, shall not be deemed an act or corporate transaction in which a director has a conflict of interest, and no such articles of incorporation or bylaw provision or contract or resolution shall be void or voidable on such grounds. The authorization, adoption, approval, or favorable recommendation by the board of directors of a nonpublic corporation of any provision in any articles of incorporation, bylaw, contract or resolution, as permitted in this section, which occurred prior to July 1, 1990, shall not be deemed an act or corporate transaction in which a director has a conflict of interest, and no such articles of incorporation, bylaw provision, contract or resolution shall be void or voidable on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw, contract, or resolution not adopted, authorized, approved or ratified by shareholders shall be effective as to claims made or liabilities asserted against any director prior to its adoption, authorization, or approval by the board of directors. (c) A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under any provision of this Chapter. ss. 55-8-58. Application of Part. (a) If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This Part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding. (c) This Part shall not affect rights or liabilities arising out of acts or omissions occurring before July 1, 1990. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Reference is made to the Exhibit Index. 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 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change in such information in the Registration Statement. Provided, however, that paragraphs (1)(i) and (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. The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 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 Asheboro, North Carolina on May 1, 2006. FNB UNITED CORP. By /s/ Michael C. Miller ---------------------------------------- Michael C. Miller Chairman and President POWER OF ATTORNEY Each officer or director whose signature appears below hereby appoints Michael C. Miller, Jerry A. Little and Melanie S. Tuttle, or any of them, his true and lawful attorney-in-fact to sign on his behalf as an individual and in the capacity stated below, any amendment or post-effective amendment to this Registration Statement which said attorney-in-fact may deem appropriate or necessary. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities: Signature Title Date /s/ Michael C. Miller Chairman, President May 1, 2006 - -------------------------- and Director(Principal Michael C. Miller Executive Officer) /s/ Jerry Little Treasurer and Secretary May 1, 2006 - -------------------------- (Principal Financial Jerry A. Little and Accounting Officer) /s/ Jacob F. Alexander III Director May 1, 2006 - -------------------------- Jacob F. Alexander III /s/ Larry E. Brooks Director May 1, 2006 - -------------------------- Larry E. Brooks /s/ James M. Campbell, Jr. Director May 1, 2006 - -------------------------- James M. Campbell, Jr. /s/ R. Larry Campbell Vice President and May 1, 2006 - -------------------------- Director R. Larry Campbell /s/ Darrell L. Frye Director May 1, 2006 - -------------------------- Darrell L. Frye /s/ Wilbert L. Hancock Director May 1, 2006 - -------------------------- Wilbert L. Hancock /s/ Thomas A. Jordan Director May 1, 2006 - -------------------------- Thomas A. Jordan /s/ Dale E. Keiger Director May 1, 2006 - -------------------------- Dale E. Keiger /s/ Lynn S. Lloyd Director May 1, 2006 - -------------------------- Lynn S. Lloyd /s/ Eugene B. McLaurin, II Director May 1, 2006 - -------------------------- Eugene B. McLaurin, II /s/ R. Reynolds Neely, Jr. Director May 1, 2006 - -------------------------- R. Reynolds Neely, Jr. /s/ Richard K. Pugh Director May 1, 2006 - -------------------------- Richard K. Pugh /s/ J. M. Ramsay III Director May 1, 2006 - --------------------------- J. M. Ramsay III EXHIBIT INDEX Exhibit No. Description of Exhibits 4.1 Articles of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed March 16, 1985. 4.2 Articles of Amendment to Articles of Incorporation of the Registrant (File No. 0-13823), adopted May 10, 1988, incorporated herein by reference to Exhibit 19.10 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1988. 4.3 Articles of Amendment to Articles of Incorporation of the Registrant, adopted May 12, 1998, incorporated herein by reference to Exhibit 3.12 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 4.4 Articles of Amendment to Articles of Incorporation of the Registrant, adopted May 23, 2003, incorporated herein by reference to Exhibit 3.13 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2003. 4.5 Articles of Amendment to Articles of Incorporation of the Registrant, adopted March 15, 2006. 4.6 Articles of Merger, setting forth amendment to Articles of Incorporation of the Registrant, effective April 28, 2006. 4.7 Amended and Restated Bylaws of the Registrant, adopted July 21, 2005, incorporated herein by reference to Exhibit 3.20 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2005. 4.8 Specimen of Registrant's Common Stock Certificate, incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed April 19, 1985. 5.1 Opinion of Schell Bray Aycock Abel & Livingston PLLC re legality. 23.1 Consent of Dixon Hughes PLLC. 23.2 Consent of KPMG LLP. 23.3 Consent of Schell Bray Aycock Abel & Livingston PLLC (contained in Exhibit 5.1 hereof). 24.1 Power of Attorney (included in the signature pages hereto). EX-3.(I) 2 ext4_5-artam.txt EXHIBIT 4.5 - ARTICLES OF AMENDMENT 3/15/06 Exhibit 4.5 ARTICLES OF AMENDMENT OF FNB CORP. The undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation: 1. The name of the corporation is FNB Corp. 2. The text of the amendment to the Articles of Incorporation of the corporation is as follows: RESOLVED, that the Articles of Incorporation of this corporation hereby are amended by deleting the first sentence of Article IV in its entirety and inserting therefor a new first sentence to read as follows: "The aggregate number of shares that the corporation shall have authority to issue is 50,200,000 shares, consisting of 50,000,000 shares of Common Stock, par value $2.50 per share, and 200,000 shares of Preferred Stock, par value $10.00 per share." 3. The amendment was approved by the shareholders of the corporation on March 15, 2006 in the manner required by the North Carolina Business Corporation Act. This the 15th day of March, 2006. FNB CORP. By /s/ Michael C. Miller -------------------------------------- Michael C. Miller Chairman and President EX-3.(I) 3 ext4_6-artmg.txt EXHIBIT 4.6 - ARTICLES OF MERGER-4/28/06 Exhibit 4.6 ARTICLES OF MERGER OF INTEGRITY FINANCIAL CORPORATION WITH AND INTO FNB CORP. FNB Corp. (the "surviving corporation"), a corporation organized under the laws of North Carolina, with an address at 101 Sunset Avenue, Asheboro, Randolph County, North Carolina 27203, hereby submits these Articles of Merger for the purpose of merging Integrity Financial Corporation (the "merging corporation"), a corporation organized under the laws of North Carolina, into the surviving corporation: 1. A Plan of Merger has been duly approved in the manner required by law by each of the corporations participating in the merger. 2. As provided in the Plan of Merger, the name of the surviving corporation shall be changed to "FNB United Corp." upon the effectiveness of the merger and Article I of the Articles of Incorporation of the surviving corporation shall therefore be amended to read as follows: "The name of the corporation is FNB United Corp." 3. The merger will be effective upon filing. This the 25th day of April, 2006. FNB CORP. By /s/ Michael C. Miller ------------------------------------------ Michael C. Miller, President EX-5 4 exhibit5.txt EXHIBIT 5.1 - OPINION SBAAL Exhibit 5.1 SCHELL BRAY AYCOCK ABEL & LIVINGSTON PLLC SUITE 1500 RENAISSANCE PLAZA 230 NORTH ELM STREET GREENSBORO, NORTH CAROLINA 27401 May 1, 2006 FNB United Corp. 101 Sunset Avenue Asheboro, North Carolina 27203 Re: 325,763 shares of Common Stock, par value $2.50 per share, of FNB United Corp. offered in connection with the Integrity Financial Corporation 1996 Incentive Stock Option Plan, as amended, the Integrity Financial Corporation 1997 Nonqualified Stock Option Plan, the FGB 1999 Incentive Stock Option Plan, the FGB 1999 Nonstatutory Stock Option Plan and the FGB Stock Option Plan Ladies and Gentlemen: We have acted as counsel for FNB United Corp. a North Carolina corporation (the "Corporation"), in connection with the filing of a registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement") with respect to 325,763 shares of the Corporation's common stock, par value $2.50 per share (the "Shares"), to be issued to participants in the Integrity Financial Corporation 1996 Incentive Stock Option Plan, as amended, the Integrity Financial Corporation 1997 Nonqualified Stock Option Plan, the FGB 1999 Incentive Stock Option Plan, the FGB 1999 Nonstatutory Stock Option Plan and the FGB Stock Option Plan (collectively, the "Plan"). The options granted and outstanding under the Plan were assumed by the Corporation pursuant to the Agreement and Plan of Merger dated as of September 18, 2005 by and between the Corporation and Integrity Financial Corporation. We have examined such documents, records and matters of law as we have deemed necessary for purposes of rendering this opinion. For purposes of this opinion we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of the originals of such documents. FNB United Corp. May 1, 2006 Page two We are qualified to practice law in the State of North Carolina. We do not purport to express any opinion herein concerning any law other than the laws of the State of North Carolina and the federal securities laws of the United States. Based upon the foregoing, we are of the opinion that the Shares that may be issued and sold by the Corporation pursuant to the Plan (and the authorized forms of stock option agreements thereunder) are duly authorized and will be, when issued and sold in accordance with such Plan and agreements, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Schell Bray Aycock Abel & Livingston PLLC EX-23 5 exhibit23.txt EXHIBIT 23.1 - CONSENT D-H Exhibit 23.1 [LOGO] Dixon Hughes PLLC Certified Public Accountants and Advisors Consent of Independent Registered Public Accounting Firm To the Board of Directors FNB United Corp.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of FNB United Corp. (formerly "FNB Corp.") of our reports dated March 14, 2006 with respect to the consolidated financial statements of FNB Corp. and subsidiaries, and management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2005, which reports appear in the annual report on Form 10-K of FNB Corp. for the year ended December 31, 2005. /s/ Dixon Hughes PLLC Raleigh, North Carolina May 1, 2006 EX-23 6 exhibit23_2.txt EXHIBIT 23.2 - CONSENT KPMG Exhibit 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors FNB United Corp. We consent to incorporation by reference in the registration statement on Form S-8 of FNB United Corp., formerly FNB Corp., of our report dated March 12, 2004, with respect to the consolidated balance sheets of FNB Corp. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2003, which report appears in the December 31, 2005 annual report on Form 10-K of FNB Corp. /s/ KPMG LLP May 1, 2006 Greenville, South Carolina -----END PRIVACY-ENHANCED MESSAGE-----