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Prospectus - NEWBRIDGE BANCORP - 3/23/2007 - NEWBRIDGE BANCORP - 3-23-2007

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Prospectus - NEWBRIDGE BANCORP - 3/23/2007 - NEWBRIDGE BANCORP - 3-23-2007 Powered By Docstoc
					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
Date of Report (Date of earliest event reported) March 23, 2007

LSB BANCSHARES, INC.
(Exact Name of Registrant as Specified in Charter) North Carolina State or Other Jurisdiction of Incorporation) 000-11448 (Commission File Number) 56-1348147 (IRS Employer Identification No.) 27292 (Zip Code)

One LSB Plaza, Lexington, North Carolina (Address of Principal Executive Offices) Registrant’s telephone number, including area code (336) 248-6500 Not Applicable (Former Name or Former Address, if Changed Since Last Report)

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:     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On March 23, 2007, LSB Bancshares, Inc. issued a press release and sent a letter to its employees announcing the senior management group for the combined company resulting from the merger of LSB Bancshares, Inc. and FNB Financial Services Corporation. A copy of the press release is attached to this filing as Exhibit 99.1 and a copy of the letter to employees is attached to this filing as Exhibit 99.2. Both Exhibits are incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.

This Exhibit is being provided solely for the purpose of providing disclosure pursuant to Item 8.01 — Other Events. (99.1) Press release issued by LSB Bancshares, Inc. on March 23, 2007. (99.2) Letter to LSB Bancshares, Inc. employees dated March 23, 2007. Disclosures About Forward Looking Statements The discussions included in this document and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as “expects,” “anticipates,” “believes,” “estimates,” “plans,” “projects,” or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Company’s customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general conditions.

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LSB BANCSHARES, INC. Dated: March 23, 2007 By: /s/ Robert F. Lowe Robert F. Lowe, Chairman, President and Chief Executive Officer

EXHIBIT INDEX Exhibit No. 99.1 99.2 Description of Exhibit Press Release of LSB Bancshares, Inc. dated March 23, 2007. Letter to LSB Bancshares, Inc. employees dated March 23, 2007.

Exhibit 99.1 Contact: Robert F. Lowe LSB Bancshares, Inc. 336-248-6500 Pressley A. Ridgill FNB Financial Services Corporation 336-369-0900

March 23, 2007

LSB Bancshares, Inc. and FNB Financial Services Corporation Announce Executive Management Team of New Bank
GREENSBORO, NC — Robert F. Lowe, Chairman, President and CEO of LSB Bancshares, Inc. (NASDAQ:LXBK) and Pressley A. Ridgill, President and CEO of FNB Financial Services Corporation (NASDAQ:FNBF) are pleased to announce the executive management team of the new merged bank that will be created when the merger agreement of the two banks is finalized by the end of the third quarter 2007. Pressley A. Ridgill, who was named President and CEO of the new bank on Feb. 27, will report to Mr. Lowe along with Monty Oliver, Executive Vice President of Finance. Reporting to Mr. Ridgill will be Frank Sherron, Sr. Executive Vice President, Corporate Business Development and Strategic Initiative; Wes Budd, Executive Vice President, Chief Credit Officer; Mike Shelton, Executive Vice President, Chief Financial Officer; Robert Lineback, Executive Vice President, Retail Banking Administration, Sales and Service, Investments and Trust. —more—

Also, Rick Webster, Executive Vice President, Mortgage Banking, Shenandoah Valley Region, Rockingham County Region, Peoples Finance, Indirect Lending, Credit Card and Construction Lending; Richard Ballentine, Executive Vice President, Chief Information Officer; David Barksdale, Regional President, LSB Market Area; Paul McCombie, Regional President, Coastal Area; Robin Hager, Executive Vice President, Human Resources, Marketing and Training; and Robin Huneycutt, Executive Vice President, Board Relations. A Regional President of the Greensboro Area and an Internal Audit executive will be named at a later date. “The integration of our two banks starts with the naming of this management team,” said Mr. Lowe. “They will begin to review and define best practices and will put together the best capabilities from each company.” “We have selected a strong team” said Mr. Ridgill. “This team will ensure we have common philosophies by area and will build the organizational structure to deliver the action plans that will be developed to bring us together at the closing.” For more information about the signing of the merger agreement, go to www.lsbnc.com or www.fnbsoutheast.com Additional Information and Where To Find It In connection with the merger, LSB will file a registration statement, which will include a joint proxy statement/prospectus to be sent to each company’s shareholders, and each of

LSB and FNB may file other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). Stockholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about LSB and FNB, at the SEC’s website ( HTTP://WWW.SEC.GOV ). You will also be able to obtain these documents, free of charge, by accessing LSB’s website ( HTTP://WWW.LSBNC.COM ), or by accessing FNB’s website ( HTTP://WWW.FNBSOUTHEAST.COM ). Participants in the Solicitation LSB and FNB and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LSB and/or FNB in connection with the merger. Information about the directors and executive officers of LSB is set forth in LSB’s Form 10-K, as filed with the SEC on March 16, 2007. Information about the directors and executive officers of FNB is set forth in FNB’s Form 10-K, as filed with the SEC on March 16, 2007. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available. You may obtain free copies of these documents as described above. ###

Exhibit 99.2

For Internal Use Only
March 23, 2007 Dear LSB Colleagues: It has been about three weeks since LSB Bancshares, Inc. and FNB Southeast Financial Services announced the signing of a definitive agreement to combine in a merger of equals. As promised, we plan to keep you informed of developments regarding the merger as information becomes available. First, I want to thank you for your overwhelming support of the merger. Your positive comments and e-mails have encouraged both Pressley Ridgill, president and CEO of FNB, and me that this merger will work because we have a team with the right attitude to make it successful. When the merger is complete, we will have a unique opportunity to build a new company that can continue to successfully challenge area banks for market leadership. I encourage each of you to embrace the vision that was outlined in our announcement and to value the opportunities that will unfold over time for our shareholders, our customers, employees and communities where we do business. Pressley and I have identified the executive management team that will begin to review and define best practices and that will put together the best capabilities from each company. The goal is to emerge stronger as a combined bank. Attached is an organizational chart for the combined company, as proposed. The integration of our two banks starts with the naming of this management team. They will ensure that we have common philosophies by area. Next we will look at capabilities, and then comes building the organizational structure to deliver the defined capabilities and identifying the talent that will deliver it. Finally, action plans will be developed to bring us together at the closing, with a clear roadmap and direction for each functional area of the new bank. We have selected a strong team and I would ask that you provide your continued support and patience as they begin to create one of the most dynamic banks in the Southeast. We will keep you advised as future developments occur. Sincerely, Robert F. Lowe Chairman, President and CEO LSB Bancshares, Inc.

Additional Information and Where To Find It In connection with the merger, LSB will file a registration statement, which will include a joint proxy statement/prospectus to be sent to each company’s shareholders, and each of LSB and FNB may file other relevant documents concerning the merger with the Securities and Exchange Commission (the “SEC”). Stockholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about LSB and FNB, at the SEC’s website ( HTTP://WWW.SEC.GOV ). You will also be able to obtain these documents, free of charge, by accessing LSB’s website ( HTTP://WWW.LSBNC.COM ), or by accessing FNB’s website ( HTTP://WWW.FNBSOUTHEAST.COM ). Participants in the Solicitation LSB and FNB and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of LSB and/or FNB in connection with the merger. Information about the directors and executive officers of LSB is set forth in LSB’s Form 10-K, as filed with the SEC on March 16, 2007. Information about the directors and executive officers of FNB is set forth in FNB’s Form 10-K, as filed with the SEC on March 16, 2007. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the merger when it becomes available. You may obtain free copies of these documents as described above.

Organizational Chart Draft: 3/21/07 Frank Sherron Sr. Exec. VP Corp. Bus. Dev. Strategic Initiative