-----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, K/HAUR3nc1Egy1ZF78cI+p8/wvssajSw3LgVTVJZNi8AEo6aAgfxL+9AJRFK9Qh5 BorYCVefe62zvWJb3ZDc0g== 0000905870-07-000013.txt : 20070613 0000905870-07-000013.hdr.sgml : 20070613 20070613145218 ACCESSION NUMBER: 0000905870-07-000013 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 EFFECTIVENESS DATE: 20070613 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: 333-143703 FILM NUMBER: 07917278 BUSINESS ADDRESS: STREET 1: 150 SOUTH FAYETTEVILLE STREET 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 s-8body.txt FNB UNITED CORP As filed with the Securities and Exchange Commission on June 13, 2007 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.) 150 South Fayetteville Street, Asheboro, North Carolina 27203 (Address, including zip code, of registrant's principal executive offices) 2003 Stock Incentive Plan (Full title of the plan) ------------------------- Michael C. Miller President FNB United Corp. 150 South Fayetteville Street 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 Share(1) Price(1) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par 725,000 $15.65 $11,346,250.00 $349 value $2.50 - ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) 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 Global Select Market on June 11, 2007. EXPLANATORY NOTE This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the stock incentive plan named on the cover page of this registration statement is effective. Accordingly, pursuant to General Instruction E to Form S-8, FNB United Corp. (the "Registrant") hereby incorporates by reference herein the contents of such Registration Statement on Form S-8 (Registration No. 333-105442) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this registration statement. All of the shares of Common Stock to which this registration statement and the earlier registration statement relate are issuable pursuant to awards made under the stock incentive plan named on the cover page of this registration statement. 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, 2006; (3) the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007; and (4) the Registrant's Current Reports on Form 8-K filed February 1, 2007, March 22, 2007, May 10, 2007, May 18, 2007, May 24, 2007, and June 8, 2007. 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 8. Exhibits Reference is made to the Exhibit Index. 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 June 13, 2007. 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 June 13, 2007 - ------------------------------------ and Director (Principal Michael C. Miller Executive Officer) /s/ Jerry A. Little Treasurer and Secretary June 13, 2007 - ------------------------------------ (Principal Financial Jerry A. Little and Accounting Officer) /s/ Jacob F. Alexander III Director June 13, 2007 - ------------------------------------ Jacob F. Alexander III /s/ Larry E. Brooks Director June 13, 2007 - ------------------------------------ Larry E. Brooks /s/ James M. Campbell, Jr. Director June 13, 2007 - ------------------------------------ James M. Campbell, Jr. /s/ R. Larry Campbell Vice President and June 13, 2007 - ------------------------------------ Director R. Larry Campbell /s/ Darrell L. Frye Director June 13, 2007 - ------------------------------------ Darrell L. Frye /s/ Wilbert L. Hancock Director June 13, 2007 - ------------------------------------ Wilbert L. Hancock /s/ Robert P. Huntley Director June 13, 2007 - ------------------------------------ Robert P. Huntley /s/ Thomas A. Jordan Director June 13, 2007 - ------------------------------------ Thomas A. Jordan /s/ Lynn S. Lloyd Director June 13, 2007 - ------------------------------------ Lynn S. Lloyd /s/ H. Ray McKenney Director June 13, 2007 - ------------------------------------ H. Ray McKenney /s/ Eugene B. McLaurin, III Director June 13, 2007 - ------------------------------------ Eugene B. McLaurin, II /s/ R. Reynolds Neely, Jr. Director June 13, 2007 - ------------------------------------- R. Reynolds Neely, Jr. /s/ Richard K. Pugh Director June 13, 2007 - ------------------------------------ Richard K. Pugh /s/ J. M. Ramsay, III Director June 13, 2007 - ------------------------------------ J. M. Ramsay, III /s/ Carl G. Yale Director June 13, 2007 - ------------------------------------- Carl G. Yale EXHIBIT INDEX Exhibit No. Description of Exhibits 5.1 Opinion of Schell Bray Aycock Abel & Livingston PLLC re legality. 23.1 Consent of Dixon Hughes PLLC. 23.2 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-5 2 ex51.txt EXHIBIT 5.1 Exhibit 5.1 SCHELL BRAY AYCOCK ABEL & LIVINGSTON PLLC SUITE 1500 RENAISSANCE PLAZA 230 NORTH ELM STREET GREENSBORO, NORTH CAROLINA 27401 June 13, 2007 FNB United Corp. 150 South Fayetteville Street Asheboro, North Carolina 27203 Re: 725,000 shares of Common Stock, par value $2.50 per share, of FNB United Corp. offered in connection with the FNB United Corp. 2003 Stock Incentive 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 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to 725,000 additional shares of the Corporation's common stock, par value $2.50 per share (the "Shares"), to be issued to participants in the Corporation's 2003 Stock Incentive Plan (the "Plan"). 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. 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 are duly authorized and will be, when issued and sold in accordance with such Plan, 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 3 ex231.txt EXHIBIT 23.1 Exhibit 23.1 [LOGO] Dixon Hughes PLLC Certified Public Accountants and Advisors Consent of Independent Registered Public Accounting Firm -------------------------------------------------------- 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. of our reports dated March 26, 2007, with respect to the consolidated financial statements of FNB United 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, 2006, which reports appear in the annual report on Form 10-K of FNB United Corp. for the year ended December 31, 2006. /s/ Dixon Hughes PLLC Raleigh, North Carolina June 13, 2007 -----END PRIVACY-ENHANCED MESSAGE-----