UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
________________
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
________________
FIRST
NATIONAL BANCSHARES, INC.
(Exact
name of registrant as specified in its charter)
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South
Carolina
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58-2466370
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
Number)
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215
North
Pine Street
Spartanburg,
South Carolina 29302
(Address
of Principal Executive Offices)
First
National Bancshares, Inc. 2008 Restricted Stock Plan
(Full
title of the plan)
Jerry
L.
Calvert
President
and Chief Executive Officer
215
North
Pine Street
Spartanburg,
South Carolina 29302
864-948-9001
(Name,
address, and telephone number of agent for service)
________________________________
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Copies
Requested to:
Neil
E. Grayson, Esq.
Nelson
Mullins Riley & Scarborough LLP
Poinsett
Plaza, Suite 900
104
South Main Street
Greenville,
South Carolina 29601
Telephone:
(864) 250-2300
Fax:
(864) 232-2925
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________________________________
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
ý
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Title
of securities
to
be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per
Share
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Common
Stock
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320,000
(1)
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$6.08
(2)
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$1,945,600
(2)
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$76.46
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(1)
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Represents
shares of common stock issuable under the First National Bancshares,
Inc.
2008 Restricted Stock Plan.
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(2)
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In
accordance with Rule 457(c), the registration fee is based upon the
average of the high and low price of common stock reported on August
20,
2008.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item
1
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Plan
Information*
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Item
2
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Registrant
Information and Employee Plan Annual Information*
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*Documents
containing the information required by Part I of this Registration Statement
will be sent or given to participants in
First
National Bancshares, Inc. 2008 Restricted Stock Plan
in
accordance with Rule 428(b)(1) of the General Rules and Regulations under the
Securities Act of 1933. In accordance with the Note to Part I of Form S-8,
such
documents are not filed with the Securities and Exchange Commission either
as
part of this Registration Statement or as prospectuses or prospectus
supplements. These documents and the documents incorporated by reference in
this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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Item
3
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Incorporation
of Documents by Reference
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The
following documents filed by us with the SEC are incorporated by reference
into
this Registration Statement, and all documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
shall be deemed to be incorporated by reference in this Registration Statement
and shall be a part of this Registration Statement from the date of filing
of
such documents:
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(a)
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our
Annual Report on Form 10-K for the year ended December 31,
2007;
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(b)
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our
Quarterly Reports on Form 10-Q for the periods ended March 31, 2008
and
June 30, 2008;
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(c)
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our
Current Reports filed on Form 8-K filed January 4, 2008, January 17,
2008,
January 25, 2008, January 31, 2008, February 4, 2008,
March
6, 2008
,
March 7, 2008, March 24, 2008, March 25, 2008, March 31, 2008, April
7,
2008, April 10, 2008, April 24, 2008, April 25, 2008, May 7, 2008,
May 19,
2008, May 22, 2008, May 23, 2008, July 9, 2008 and July 17, 2008, and
our
Current Report filed on Form 8-K/A filed April 15, 2008;
and
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(d)
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our
description of our common stock contained in our Form S-4/A registration
statement filed on November 7, 2007 and in our Form S-4 registration
statement filed on March 25, 2008.
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Item
4
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Description
of Securities
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N/A
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Item
5
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Interests
of Named Experts and Counsel
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N/A
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Item
6
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Indemnification
of Directors and Officers
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Section
33-8-500 et seq. of the South Carolina Business Corporation Act of 1988 provides
First National with broad powers and authority to indemnify its directors and
officers and to purchase and maintain insurance for such purposes and mandates
the indemnification of its directors under certain circumstances. First
National's articles of incorporation and bylaws also provide it with the power
and authority to the fullest extent legally permissible under the Act to
indemnify its directors and officers, persons serving at its request or for
its
benefit as directors or officers of another corporation, and persons serving
as
its representatives or agents in certain circumstances. Pursuant to such
authority and the provisions of its articles of incorporation, First National
has purchased insurance against certain liabilities that may be incurred by
the
company and its officers and directors.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers, and controlling persons of the company
pursuant to the articles of incorporation or bylaws, or otherwise, First
National has been advised that in the opinion of the SEC such indemnification
is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
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Item
7
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Exemption
from Registration Claimed
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N/A
The
following exhibits are filed with this Registration Statement.
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Exhibit
Number
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Description
of
Exhibit
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4.1
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Articles
of Incorporation
(1)
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4.1A
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Form
of Articles of Amendment to First National's Articles of
Incorporation
(2)
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4.2
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Amended
and Restated Bylaws
(3)
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4.3
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Form
of Certificate of Common Stock
(1)
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4.4
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Form
of Stock Warrant Agreement
(1)
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4.5
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First
National Bancshares, Inc. 2000 Stock Incentive Plan (as amended in
August
2005)
(3)(4)
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4.6
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First
National
Bancshares,
Inc. / Carolina National Corporation 2003 Stock Option Plan
(5)
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4.7
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First
National Bancshares, Inc. 2008 Restricted Stock Plan
(6)
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5.1
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Legal
Opinion of Nelson Mullins Riley & Scarborough LLP
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23.1
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Consent
of Elliott Davis, LLC
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23.2
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Consent
of Nelson Mullins Riley & Scarborough LLP (contained in their opinion
filed as Exhibit 5.1)
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24
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Power
of Attorney (contained on the signature pages of this registration
statement)
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(1)
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Incorporated
by reference to the Company’s Registration Statement on Form SB-2 filed on
October 13, 2005.
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(2)
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Incorporated
by reference to the Company's Registration Statement on Form S-1/A
filed
on June 18, 2007.
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(3)
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Incorporated
by reference to the Company's Registration Statement on Form S-4/A
filed
on November 7, 2007.
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(4)
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Incorporated
by reference to the Company Form 10-QSB filed on May 15, 2000.
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(5)
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Incorporated
by reference to the Carolina National Corporation's Form 10-KSB filed
on
March 30, 2004.
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(6)
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Incorporated
by reference to the Company's Definitive Proxy Statement on Form
14A filed
on April 18, 2008.
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1.
The
undersigned registrant hereby undertakes:
(a)
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 20% 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)(i) and (a)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with
or furnished to the Commission 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.
(b)
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.
(c)
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.
(d)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchase in the initial distribution of securities: The
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if
the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of
the
undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
2.
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 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.
3.
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
Spartanburg, State of South Carolina, on this 20
th
day of
August, 2008.
FIRST
NATIONAL BANCSHARES, INC.
By:
/s/
Jerry L. Calvert
Jerry
L.
Calvert
President
and Chief Executive Officer
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Jerry L. Calvert and Kitty B. Payne, or either of
them,
as such person’s true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for such person and in such person’s name,
place and stead, in any and all capacities (including such person's capacity
as
a director and/or officer), to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any Registration
Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and
to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other regulatory
authority, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as
such
person might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated:
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Signature
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Title
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Date
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/s/
C. Dan Adams
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Director,
Chairman
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August
22, 2008
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C.
Dan Adams
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/s/
Mellnee G. Buchheit
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Director
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August
22, 2008
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Mellnee
G. Buchheit
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/s/
Jerry L. Calvert
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Director,
President and
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August
22, 2008
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Jerry
L. Calvert
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Chief
Executive Officer
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/s/
Martha C. Chapman
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Director
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August
22, 2008
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Martha
C. Chapman
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/s/
W. Russel Floyd, Jr.
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Director
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August
22, 2008
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W.
Russel Floyd, Jr.
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/s/
C. Tyrone Gilmore, Sr.
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Director
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August
22, 2008
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Dr.
C. Tyrone Gilmore, Sr.
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/s/
Benjamin R. Hines
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Director
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August
22, 2008
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Benjamin
R. Hines
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/s/
William A. Hudson
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Director
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August
22, 2008
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William
A. Hudson
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/s/
I.S. Leevy Johnson
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Director
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August
22, 2008
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I.S.
Leevy Johnson
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/s/
Kitty B. Payne
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Chief
Financial Officer, Principal
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August
22, 2008
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Kitty
B. Payne
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Financial
and
Accounting Officer
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/s/
Norman F. Pulliam
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Director,
Chairman Emeritus
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August
22, 2008
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Norman
F. Pulliam
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/s/
Joel A. Smith, III
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Director
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August
22, 2008
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Joel
A. Smith, III
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/s/
Robert E. Staton, Sr.
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Director
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August
22, 2008
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Robert
E. Staton, Sr.
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/s/
William H. Stern
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Director
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August
22, 2008
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William
H. Stern
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/s/
Peter E. Weisman
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Director
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August
22, 2008
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Peter
E. Weisman
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/s/
Donald B. Wildman
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Director
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August
22, 2008
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Donald
B. Wildman
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/s/
Coleman L. Young, Jr.
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Director
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August
22, 2008
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Coleman
L. Young, Jr.
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Exhibit
Index
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4.1
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Articles
of Incorporation
(1)
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4.1A
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Form
of Articles of Amendment to First National's Articles of
Incorporation
(2)
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4.2
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Amended
and Restated Bylaws
(3)
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4.3
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Form
of Certificate of Common Stock
(1)
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4.4
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Form
of Stock Warrant Agreement
(1)
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|
4.5
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First
National Bancshares, Inc. 2000 Stock Incentive Plan (as amended in
August
2005)
(3)(4)
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|
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4.6
|
First
National
Bancshares,
Inc. / Carolina National Corporation 2003 Stock Option Plan
(5)
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|
|
|
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4.7
|
First
National Bancshares, Inc. 2008 Restricted Stock Plan
(6)
|
|
|
|
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5.1
|
Legal
Opinion of Nelson Mullins Riley & Scarborough LLP
|
|
|
|
|
23.1
|
Consent
of Elliott Davis, LLC
|
|
|
|
|
23.2
|
Consent
of Nelson Mullins Riley & Scarborough LLP (contained in their opinion
filed as Exhibit 5.1)
|
|
|
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|
24
|
Power
of Attorney (contained on the signature pages of this registration
statement)
|
|
(1)
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Incorporated
by reference to the Company’s Registration Statement on Form SB-2 filed on
October 13, 2005.
|
|
(2)
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Incorporated
by reference to the Company's Registration Statement on Form S-1/A
filed
on June 18, 2007.
|
|
(3)
|
Incorporated
by reference to the Company's Registration Statement on Form S-4/A
filed
on November 7, 2007.
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|
(4)
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Incorporated
by reference to the Company Form 10-QSB filed on May 15, 2000.
|
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(5)
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Incorporated
by reference to the Carolina National Corporation's Form 10-KSB
filed on
March 30, 2004.
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|
(6)
|
Incorporated
by reference to the Company's Definitive Proxy Statement on Form
14A filed
on April 18, 2008.
|
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