UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
December 16, 2008
Date
of Report (Date of earliest event reported)
FIRST COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-19297
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55-0694814 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS 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) |
(276) 326-9000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers |
On December 16, 2008, the Board of Directors approved and registrant entered into amended and
restated employment agreements with John M. Mendez, Robert L. Buzzo, and E. Stephen Lilly. The new
employment agreements replace the one entered into on January 1, 2000, and amended on October 17,
2000, in the case of Mr. Mendez and those entered into on October 7, 2002, in the case of Messrs.
Buzzo and Lilly. The new agreements do not materially affect the scope or amount of benefits the
officers are entitled to receive under their respective arrangements, but may affect the time and
form of payment. These changes were made to address Internal Revenue Code Section 409A and the
Emergency Economic Stabilization Act of 2008. Mr. Mendezs employment agreement is attached hereto
as Exhibit 10.1. Messrs. Buzzo and Lillys agreements are substantially identical with the only
differences being with respect to title and salary.
Also on December 16, 2008, the registrant entered into employment agreements with David D. Brown,
Gary R. Mills, Martyn A. Pell, and Robert L. Schumacher. Mr. Browns employment agreement is
attached hereto as Exhibit 10.2. Messrs. Mills, Pell, and Schumachers agreements are
substantially identical with the only differences being with respect to title, salary, and in Mr.
Schumachers agreement, term and payment upon termination after a change in control.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) |
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The following exhibit is included with this report: |
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Exhibit No. |
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Exhibit Description |
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10.1 |
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Employment Agreement dated December
16, 2008, between First Community
Bancshares, Inc. and John M. Mendez. |
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10.2 |
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Employment Agreement dated December
16, 2008, between First Community
Bancshares, Inc. and David D. Brown. |