UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-K/A
Amendment
No. 1
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31,
2009
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Commission
file number 000-19297
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FIRST
COMMUNITY BANCSHARES, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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55-0694814
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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P.O.
Box 989
Bluefield,
Virginia
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24605-0989
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (276)
326-9000
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of exchange on which registered
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Common
Stock, $1.00 par value
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NASDAQ
Global Select
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Securities
registered pursuant to Section 12(g) of the Act: None
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
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o
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Yes
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þ
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No
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Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act
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o
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Yes
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þ
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No
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Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
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þ
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Yes
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o
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No
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
o Yes o No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.o
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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 definition of “accelerated filer,” “large
accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer
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o
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Accelerated
filer
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þ
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Non-accelerated
filer
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o
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(Do
not check if a smaller reporting company)
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Smaller
reporting company
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o
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
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o
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Yes
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o
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No
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State
the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter.
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Approximately
$193.61 million based on the closing sales price at June 30,
2009.
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Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
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Class
– Common Stock, $1.00 Par Value; 17,765,164 shares outstanding as of
February 26, 2010.
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DOCUMENTS
INCORPORATED BY REFERENCE
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Portions
of the Proxy Statement for the annual meeting of shareholders to be held
April 27, 2010, are incorporated by reference in Part III of this Form
10-K.
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ITEM
15.
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Exhibits,
Financial Statement Schedules.
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Exhibit
No.
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Exhibit
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2.1
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Reserved.
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2.2
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Reserved.
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3(i)
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Articles
of Incorporation of First Community Bancshares, Inc., as amended.
(1)
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3(ii)
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Certificate
of Designation Series A Preferred Stock (22)
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3(iii)
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Bylaws
of First Community Bancshares, Inc., as amended. (17)
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4.1
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Specimen
stock certificate of First Community Bancshares, Inc.
(3)
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4.2
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Indenture
Agreement dated September 25, 2003. (11)
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4.3
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Amended
and Restated Declaration of Trust of FCBI Capital Trust dated September
25, 2003. (11)
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4.4
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Preferred
Securities Guarantee Agreement dated September 25, 2003.
(11)
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4.5
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Reserved.
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4.6
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Warrant
to purchase 176,546 shares of Common Stock of First Community Bancshares,
Inc (22)
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10.1**
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First
Community Bancshares, Inc. 1999 Stock Option Contracts (2) and Plan.
(4)
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10.1.1**
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Amendment
to First Community Bancshares, Inc. 1999 Stock Option Plan.
(11)
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10.2**
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First
Community Bancshares, Inc. 2001 Non-Qualified Directors Stock Option Plan.
(5)
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10.3**
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Employment
Agreement dated December 16, 2008, between First Community Bancshares,
Inc. and John M. Mendez. (6)
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10.4**
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First
Community Bancshares, Inc. 2000 Executive Retention Plan, as amended.
(24)
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10.5**
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First
Community Bancshares, Inc. Split Dollar Plan and Agreement.
(2)
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10.6**
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First
Community Bancshares, Inc. 2001 Directors Supplemental Retirement Plan.
(2)
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10.6.1**
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First
Community Bancshares, Inc. 2001 Directors Supplemental Retirement
Plan. Second Amendment (B.W. Harvey, Sr. – October 19, 2004).
(14)
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10.7**
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First
Community Bancshares, Inc. Wrap Plan. (7)
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10.8
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Reserved.
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10.9
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Form
of Indemnification Agreement between First Community Bancshares, Inc., its
Directors and Certain Executive Officers. (9)
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10.10
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Form
of Indemnification Agreement between First Community Bank, N. A, its
Directors and Certain Executive Officers. (9)
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10.11
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Reserved.
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10.12**
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First
Community Bancshares, Inc. 2004 Omnibus Stock Option Plan (10) and Award
Agreement. (13)
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10.13
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Reserved.
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10.14**
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First
Community Bancshares, Inc. Directors Deferred Compensation Plan.
(7)
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10.15**
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First
Community Bancshares, Inc. Deferred Compensation and Supplemental Bonus
Plan For Key Employees. (15)
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10.16**
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Employment
Agreement dated November 30, 2006, between First Community Bank, N. A. and
Ronald L. Campbell. (19)
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10.17**
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Employment
Agreement dated September 28, 2007, between GreenPoint Insurance Group,
Inc. and Shawn C. Cummings. (20)
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10.18
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Securities
Purchase Agreement by and between the United States Department of the
Treasury and First Community Bancshares, Inc. dated November 21, 2008.
(22)
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10.19**
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Employment
Agreement dated December 16, 2008, between First Community Bancshares,
Inc. and David D. Brown. (23)
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10.20**
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Employment
Agreement dated December 16, 2008, between First Community Bancshares,
Inc. and Robert L. Buzzo. (26)
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10.21**
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Employment
Agreement dated December 16, 2008, between First Community Bancshares,
Inc. and E. Stephen Lilly. (26)
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10.22**
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Employment
Agreement dated December 16, 2008, between First Community Bank, N. A. and
Gary R. Mills. (26)
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10.23**
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Employment
Agreement dated December 16, 2008, between First Community Bank, N. A. and
Martyn A. Pell. (26)
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10.24**
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Employment
Agreement dated December 16, 2008, between First Community Bank, N. A. and
Robert. L. Schumacher. (26)
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10.25**
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Employment
Agreement dated July 31, 2009, between First Community Bank, N. A. and
Simpson O. Brown. (25)
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10.25**
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Employment
Agreement dated July 31, 2009, between First Community Bank, N. A. and
Mark R. Evans. (25)
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11
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Statement
regarding computation of earnings per share. (16)
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12
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Computation
of Ratios.(27)
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21
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Subsidiaries
of Registrant – Reference is made to “Item 1. Business” for the required
information.
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23.1
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Consent
of Dixon Hughes PLLC, Independent Registered Public Accounting Firm for
First Community Bancshares, Inc.(27)
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31.1*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer.
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31.2*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer.
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32*
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Certification
of Chief Executive Officer and Chief Financial Officer Section 1350.
(27)
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99.1*
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Certification
of Chief Executive Officer pursuant to Section 111(b) of the
Emergency Economic Stabilization Act of 2008, as
amended.
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99.2*
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Certification
of Chief Financial Officer pursuant to Section 111(b) of the
Emergency Economic Stabilization Act of 2008, as
amended.
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*
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Furnished
herewith.
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**
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Indicates
a management contract or compensation plan.
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(1)
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Incorporated
by reference from the Quarterly Report on Form 10-Q for the period ended
June 30, 2005, filed on August 5, 2005.
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(2)
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Incorporated
by reference from the Quarterly Report on Form 10-Q for the period ended
June 30, 2002, filed on August 14, 2002.
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(3)
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Incorporated
by reference from the Annual Report on Form 10-K for the period ended
December 31, 2002, filed on March 25, 2003, as amended on March 31,
2003.
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(4)
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Incorporated
by reference from the Annual Report on Form 10-K for the period ended
December 31, 1999, filed on March 30, 2000, as amended April 13,
2000.
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(5)
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The
option agreements entered into pursuant to the 1999 Stock Option Plan and
the 2001 Non-Qualified Directors Stock Option Plan are incorporated by
reference from the Quarterly Report on Form 10-Q for the period ended June
30, 2002, filed on August 14, 2002.
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(6)
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Incorporated
by reference from Exhibit 10.1 of the Current Report on Form 8-K dated and
filed December 16, 2008. The Registrant has entered into
substantially identical agreements with Robert L. Buzzo and E. Stephen
Lilly, with the only differences being with respect to title and
salary.
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(7)
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Incorporated
by reference from the Current Report on Form 8-K dated August 22, 2006,
and filed August 23, 2006.
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(8)
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Reserved.
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(9)
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Form
of indemnification agreement entered into by the Company and by First
Community Bank, N. A. with their respective directors and certain officers
of each including, for the Registrant and Bank: John M. Mendez, Robert L.
Schumacher, Robert L. Buzzo, E. Stephen Lilly, David D. Brown, and Gary R.
Mills. Incorporated by reference from the Annual Report on Form
10-K for the period ended December 31, 2003, filed on March 15, 2004, and
amended on May 19, 2004.
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(10)
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Incorporated
by reference from the 2004 First Community Bancshares, Inc. Definitive
Proxy filed on March 15, 2004.
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(11)
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Incorporated
by reference from the Quarterly Report on Form 10-Q for the period ended
September 30, 2003, filed on November 10, 2003.
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(12)
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Incorporated
by reference from the Quarterly Report on Form 10-Q for the period ended
March 31, 2004, filed on May 7, 2004.
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(13)
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Incorporated
by reference from the Quarterly Report on Form 10-Q for the period ended
June 30, 2004, filed on August 6, 2004.
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(14)
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Incorporated
by reference from the Annual Report on Form 10-K for the period ended
December 31, 2004, and filed on March 16, 2005. Amendments in
substantially similar form were executed for Directors Clark, Kantor,
Hamner, Modena, Perkinson, Stafford, and Stafford II.
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(15)
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Incorporated
by reference from the Current Report on Form 8-K dated October 24, 2006,
and filed October 25, 2006.
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(16)
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Incorporated
by reference from Footnote 1 of the Notes to Consolidated Financial
Statements included herein.
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(17)
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Incorporated
by reference from Exhibit 3.1 of the Current Report on Form 8-K dated
February 14, 2008, filed on February 20, 2008.
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(18)
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Reserved
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(19)
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Incorporated
by reference from Exhibit 2.1 of the Form S-3 registration statement filed
May 2, 2007.
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(20)
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Incorporated
by reference from the Annual Report on Form 10-K for the period ended
December 31, 2007, filed on March 13, 2008.
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(21)
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Reserved.
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(22)
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Incorporated
by reference from the Current Report on Form 8-K dated November 21, 2008,
and filed November 24, 2008.
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(23)
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Incorporated
by reference from Exhibit 10.2 of the Current Report on Form 8-K dated and
filed December 16, 2008.
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(24)
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Incorporated
by reference from Exhibit 10.1 of the Current Report on Form 8-K dated
December 30, 2008, and filed January 5, 2009.
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(25)
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Incorporated
by reference from Exhibit 2.2 of the Current Report on Form 8-K dated
April 2, 2009 and filed April 3, 2009.
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(26)
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Incorporated
by reference from the Current Report on Form 8-K dated and filed July 6,
2009.
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By:
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/s/
John M. Mendez
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By:
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/s/
David D. Brown
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John
M. Mendez
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David
D. Brown
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President
and Chief Executive Officer
(Principal
Executive Officer)
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Chief
Financial Officer
(Principal
Accounting Officer)
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