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 18, 2007
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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(Zip Code) |
(276) 326-9000
(Registrant’s 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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 18, 2007, First Community Bancshares, Inc.’s board of directors amended its bylaws to
provide for the issuance of stock in uncertificated form, which was not expressly authorized in the
bylaws prior to amendment. This amendment to the bylaws was made in order to comply with the
requirements of NASDAQ relating to eligibility of the registrant’s common stock, which is traded on
the NASDAQ Global Select Market, for participation in the Direct Registration System maintained by
the Depository Trust Company. The amended and restated bylaws are attached hereto as Exhibit 3.1.
Item 8.01 Other Events.
On December 8, 2007, First Community Bancshares, Inc. director B. W. Harvey passed away suddenly
and unexpectedly. Mr. Harvey had faithfully and selflessly served as a director of the registrant
since 1989, and also served as Chairman of the registrant’s wholly-owned subsidiary, First
Community Bank, N. A.
On December 18, 2007, the First Community Bancshares, Inc.’s board of directors unanimously elected
William P. Stafford, II as Vice Chairman of the registrant in an independent directors meeting.
Additionally, the Board of Directors of First Community Bank, N. A. unanimously elected William P.
Stafford, II Chairman of its board of directors. A press release announcing the actions is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are included with this report:
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Exhibit No.
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Exhibit Description |
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3.1 |
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Resolution of the Board of Directors |
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99.1 |
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Press release announcing the election
of William P. Stafford as Vice
Chairman of First Community
Bancshares, Inc. |