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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>UNITED STATES</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>SECURITIES AND EXCHANGE COMMISSION</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Washington, D.C. 20549</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>FORM 8-K</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>CURRENT REPORT</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">Date of Report (Date of earliest event reported):
<B>July 25, 2012</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><FONT STYLE="font-size: 14pt"><B>FIRST
COMMUNITY BANCSHARES, INC.</B></FONT></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">(Exact name of registrant as specified in
its charter)</P>

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    <TD STYLE="width: 40%; border-bottom: windowtext 1pt solid; padding: 0; font-weight: bold; text-align: center; text-indent: 0">Nevada</TD>
    <TD STYLE="width: 2%; padding: 0; text-align: center; text-indent: 0">&nbsp;</TD>
    <TD STYLE="width: 16%; border-bottom: windowtext 1pt solid; padding: 0; font-weight: bold; text-align: center; text-indent: 0"><B>000-19297</B></TD>
    <TD STYLE="width: 2%; padding: 0; text-align: center; text-indent: 0">&nbsp;</TD>
    <TD STYLE="width: 40%; border-bottom: windowtext 1pt solid; padding: 0; font-weight: bold; text-align: center; text-indent: 0"><B>55-0694814</B></TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">(State or other jurisdiction</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">(Commission</TD>
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    <TD STYLE="padding: 0; text-align: center; text-indent: 0">(IRS Employer</TD></TR>
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    <TD STYLE="padding: 0; text-align: center; text-indent: 0">of incorporation)</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">File Number)</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: center; text-indent: 0">Identification No.)</TD></TR>
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        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>P.O. Box 989</B></P>
        <P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center"><B>Bluefield, Virginia</B></P></TD>
    <TD STYLE="width: 20%; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="width: 40%; padding-right: 5.4pt; padding-left: 5.4pt; font-weight: bold; text-align: center">24605-0989</TD></TR>
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    <TD STYLE="border-top: windowtext 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">(Address of principal executive offices)</TD>
    <TD STYLE="padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">&nbsp;</TD>
    <TD STYLE="border-top: windowtext 1pt solid; padding-right: 5.4pt; padding-left: 5.4pt; text-align: center">(Zip Code)</TD></TR>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin-top: 0pt; text-align: center; margin-bottom: 0pt">Registrant&rsquo;s telephone number, including area code: <B>(276)
326-9000</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">___________________________________________________________________________________________________</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">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:</P>

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under the Exchange Act (17 CFR 240.13e-4(c))</TD>
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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 2.02&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Results of Operations and
Financial Condition.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 27, 2012, First Community Bancshares,
Inc. (the &ldquo;Company&rdquo;) announced by press release its earnings for the second quarter of 2012. A copy of the press release
is attached hereto as Exhibit 99.1.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item 7.01&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Regulation FD Disclosure.</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 27, 2012, the Company held a public
conference call to discuss its financial results for the quarter ended June 30, 2012. The conference call was previously announced
in the earnings release dated July 27, 2012. The following are the prepared remarks.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">John M. Mendez &ndash; President and Chief
Executive Officer</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">I would like to begin the call this morning
with highlights of a very busy, productive, and somewhat transformative second quarter. As you have seen over recent weeks we have
completed two acquisitions since our last call. Actually both of those came within a week of each other from our May 31 closing
of the Peoples Bank of Virginia in-market acquisition in Richmond to our June 8 announcement and closing of the FDIC-assisted acquisition
of Waccamaw Bank with sixteen branches from Wilmington, North Carolina, to Conway, South Carolina, as well as inland offices in
Whiteville, Chadbourn, and Tabor City in North Carolina and Heath Springs, South Carolina.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The combination of these two transactions
added approximately $600 million in asset base with over $400 million in loans and over $500 million in customer deposits, and
the addition of 20 full service branches.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The addition of 4 Richmond area branches
in Virginia, in-market, brought our Richmond franchise to over $400 million in assets with 9 area branches in key locations throughout
our targeted markets in Western Henrico and Chesterfield Counties in the markets surrounding the very attractive Metro Richmond
market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">With this acquisition we also expanded
our sales force with a very seasoned team of five legacy Richmond business bankers. This was a perfect complement to our strong,
but lean, real estate team in Richmond. The expansion of the branch network from 5 to 9 also gives us a much better retail platform
for the expansion of those services including mortgage and installment lending and personal checking and investment services.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We evaluated Peoples as the best small
community bank in the market. It had also been an objective of ours for some time. We are very pleased with the completion of this
partnership which we estimate will be significantly accretive as we bring on cost savings from the transaction. We believe that
the bulk of those savings will in place by the end of the third quarter of this year. In the first full year with cost saves we
are modeling a 7% to 9% favorable impact to core EPS from the Richmond acquisition.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In North Carolina, the Waccamaw transaction
represents our first FDIC deal in this cycle and adds significantly to our branch count, now at 74 full-service offices for the
company. Waccamaw adds new markets in the sandhills and coastal regions of North and South Carolina. Many of these branches are
in markets akin to our legacy Virginia and West Virginia markets with strong deposit market share and heavily retail-oriented.
In Columbus County, North Carolina, we actually post the number two market position in terms of total deposits in market.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The Waccamaw transaction was cast with
a $15 million asset discount and with a full 80% loss share on all covered assets, including all commercial and single family loans
and OREO. Additionally we acquired about $8 million in non-covered consumer installment loans.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We were fairly aggressive on the Waccamaw
bid based on our evaluation of a strong core franchise and the significant loss coverage by the FDIC. The transaction did not result
in a bargain purchase gain and both this and the Richmond transaction added modest intangibles of about $10 million each, after
preliminary purchase accounting and fair value marks to the loan portfolios.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Like the Richmond acquisition, the Waccamaw
deal is also expected to be quite accretive to EPS in the first year of operation. Accretion in this transaction is expected to
reach double digits, when measured on first quarter earnings run rate.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The combination of the two transactions
is expected to be materially accretive to 2013 diluted EPS.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are very pleased that we were able to
add these two banks in Virginia and North Carolina within the span of 8 days. This represents over $600 million in growth for the
quarter, or about 30%, bringing total assets $2.81 billion. We are also pleased that we were able to do this with no additional
capital requirement. In fact, these two transactions represent the expected deployment of excess capital, a portion of which came
from our 2011 private placement of $19 million in convertible preferred last May.</P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We are now set to work on swift and efficient
integration of these additions to capture the forecasted earnings benefit. Obviously this will be the focus of our attention for
the remainder of this year.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As you have seen from our release this
morning, we are reporting net income for the quarter of $4.1 million and diluted earnings per share of $0.20 per share. On a core
basis, excluding $3.4 million in merger related expenses, we made $6.2 million, or $0.31 per share. This is our best quarterly
performance since 2007 and is driven by continued reductions in credit provisions and strong efficiency in operations, as well
as the impact of the two recent acquisitions. We are very pleased with this very strong start on the 2012 year with first half
annualized return on average assets at 1.09% on a core basis.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">David D. Brown &ndash; Chief Financial
Officer</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As John was mentioning earlier, we did
have quite a busy second quarter. Peoples represented a great addition to our Richmond franchise. Waccamaw was an expansion of
our footprint, but the core of that franchise is very much like First Community&rsquo;s with its distinct &ldquo;legacy&rdquo;
and &ldquo;growth&rdquo; markets.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This morning, we reported common net income
for the second quarter of 2012 of $3.8 million, or $0.20 per diluted share. Core earnings for the quarter equaled last quarter
at $6.2 million, despite some higher credit costs this quarter and the seasonal insurance premium commission revenues last quarter.
Core ROA and ROE for the quarter were 1.06% and 8.19%, respectively. Non-core items of $3.4 million were made up largely of severance
costs related to Peoples executives and service fees and other expenses related to both deals.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Margin for the second quarter was 3.93%,
which is just a touch above last quarter. Asset yields were down slightly, but funding costs were positively impacted by the acquisitions
and purchase accounting adjustments.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">We made a $1.6 million provision for loan
losses during the second quarter and other real estate costs and net losses amounted to $270 thousand. Total credit costs of $1.8
million, were marginally higher than the $1.7 million reported last quarter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Wealth revenues increased $46 thousand,
or 5%, on a linked-quarter basis on better trust and advisory revenues. Linked-quarter, deposit account service charges increased
$316 thousand, or 10%, but were roughly even with the same quarter last year. Service charges were positively impacted by the addition
of Waccamaw. In the first 22 days, they generated roughly $134 thousand in deposit service charges. Other service charges and fees
were even with last quarter. Insurance revenues were down linked quarter as first quarter is buoyed by contingent commission and
profit sharing receipts. The insurance sub really seems to have started the year off well, with growth in core business versus
contingent commissions. Although contingent commissions were down this year and we have a smaller overall agency, expenses have
been reduced beyond the declines in revenues. Year-to-date operating income at GreenPoint is up $237 thousand compared to last
year.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">In the area of non-interest expense, our
second quarter efficiency ratio was 57.6%, just a touch above last quarter of 57.2%. Total salaries and benefits were $8.9 million,
however roughly $111 thousand is attributable to Peoples and $392 thousand is attributable to Waccamaw. Specific to Waccamaw, we
began to realize annualized cost savings of approximately $1.1 million in salaries and benefits in July as a result of our efficiency
measures and moving toward our expected staffing levels.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As we noted earlier, period-end total assets
grew $607 million, or 28%. I will note that the fair value marks we have settled on for the Waccamaw and Peoples portfolios relate
only to credit. We expect to determine interest rate marks, or accretable discount, in the coming week or so. To that end, we did
not recognize any accretion or amortization in those portfolios for the very short amount of time they were under our wings.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">At June 30, 2012, tangible book value per
share was $11.05, a decrease of 59 cents from March 31, 2012. That level of book dilution is a little lighter than originally presented
at announcement of the deals, and I feel we will be more than able to make our stated earn-back goals. In fact, during the first
month of combined operations Peoples added $479 thousand before amortization of the CD fair value mark. Waccamaw results added
approximately $91 thousand before any CD mark amortization. Future results from Waccamaw will be very positively affected by the
cost saves achieved early this month and the system conversion scheduled for mid-fourth quarter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Bank leverage ratio is estimated to be
9.8% at June 30 using average tangible assets. I expect that number will decline towards the low- to mid-8&rsquo;s as we get the
effect of having a full quarter&rsquo;s asset level in the third quarter.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Gary R. Mills &ndash; Chief Credit Officer</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">The total First Community loan portfolio
as of June 30, 2012, was $1.81 billion as compared to $1.39 billion as of March 31, 2012; representing an increase of approximately
$421 million. While substantially all of this increase can be attributed to the 2 acquisitions, it should be noted that the legacy
First Community loan portfolio grew approximately $5 million during the quarter. Net of loan marks, the PBV acquired loan portfolio
totaled $163 million and the Waccamaw Bank acquired loan portfolio totaled $252 million.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">The allowance for loan loss related to
non-covered loans measured $26.17 million at quarter-end as compared to $25.80 million, $26.21 million and $26.48 million as of
March 31, 2012, December 31, 2011 and June 30, 2011, respectively. As of June 30, 2012, the allowance as a percentage of non-covered
loans was 1.66%, representing a decline from 1.86%, 1.88% and 1.93% as of March 31, 2012, December 31, 2011 and June 30, 2011,
respectively. The decline is a result of the addition of non-covered loans from the Peoples acquisition without any related loan
loss reserves. GAAP calls for us to not bring across any general reserves with the loan portfolio.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Non-covered total delinquent loans as a
percentage of total non-covered loans were 2.64% at June 30, 2012. Non-covered nonaccrual loans increased to $31.27 million at
June 30, 2012, compared with $24.49 million at December 31, 2011, and $22.04 million at June 30, 2011. The increase in non-covered
non-accrual loans can be primarily attributed to the Peoples acquisition.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">As a result of the acquisitions, the Bank&rsquo;s
loan portfolio segmentation modestly changed with the Residential Real Estate 1-4 segment now comprising 47% of the total loan
portfolio, as compared to 50% prior to acquisition; and the Commercial Real Estate segment now represents 36% of the total loan
portfolio, as compared to 34% previously.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item&nbsp;8.01&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Other Events.&#9;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">On July 25, 2012, the Company announced
by press release its quarterly cash dividend to common stockholders of $0.11 per common share, payable on or about August 24, 2012,
to shareholders of record on August 10, 2012. A copy of the press release is attached hereto as Exhibit 99.2.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Item&nbsp;9.01&#9;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Financial Statements
and Exhibits</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">(d)&#9;&nbsp;&#9;The following exhibit is
included with this report:</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif; border-collapse: collapse">
<TR STYLE="vertical-align: top">
    <TD STYLE="width: 12%; padding: 0; text-align: left; border-bottom: Black 1pt solid; text-indent: 0">Exhibit No.</TD>
    <TD STYLE="width: 2%; padding: 0; text-align: left; text-indent: 0">&nbsp;</TD>
    <TD STYLE="width: 86%; padding: 0; text-align: left; border-bottom: Black 1pt solid; text-indent: 0">Exhibit Description</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">&nbsp;</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">99.1</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">Earnings press release dated July 27, 2012</TD></TR>
<TR STYLE="vertical-align: top">
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">99.2</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">&nbsp;</TD>
    <TD STYLE="padding: 0; text-align: left; text-indent: 0">Dividend press release dated July 25, 2012</TD></TR>
</TABLE>
<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>Forward-Looking Statements</B></P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">This Current Report on Form 8-K contains
forward-looking statements.&nbsp;These forward-looking statements are based on current expectations that involve risks, uncertainties,
and assumptions.&nbsp;Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may differ materially.&nbsp;These risks include:&nbsp;&nbsp;changes in business or other market conditions; the
timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the
management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues;
and other risks detailed from time to time in the Company&rsquo;s Securities and Exchange Commission reports, including but not
limited to the Annual Report on Form 10-K for the most recent year ended.&nbsp;Pursuant to the Private Securities Litigation Reform
Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur
after the date the forward-looking statements are made.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify"><B>&nbsp;</B></P>

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<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: center">SIGNATURES</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">&nbsp;</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">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.</P>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 0; margin-top: 0pt; margin-bottom: 6pt">&nbsp;</P>

<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" STYLE="width: 100%; font: 10pt Times New Roman, Times, Serif">
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">FIRST COMMUNITY BANCSHARES, INC.</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD COLSPAN="2">&nbsp;</TD></TR>
<TR>
    <TD STYLE="vertical-align: top; width: 50%">Date:&nbsp;&nbsp;&nbsp;<U>July 27, 2012&nbsp;</U></TD>
    <TD STYLE="width: 4%">By:&nbsp;</TD>
    <TD STYLE="vertical-align: top; width: 46%">/s/ David
D. Brown</TD></TR>
<TR>
    <TD STYLE="vertical-align: top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD STYLE="vertical-align: top; border-top: #000000 1px solid"><BR>
David D. Brown
<BR>
Chief Financial Officer</TD></TR>
</TABLE>

<P STYLE="font: 10pt Times New Roman, Times, Serif; text-align: left; text-indent: 0pt; margin-top: 0pt; margin-bottom: 6pt">&nbsp;&nbsp;</P>



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{"company-data": {"conformed-name": "FIRST COMMUNITY BANCSHARES INC /NV/", "cik": "0000859070", "assigned-sic": "6022", "irs-number": "550694814", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19297", "film-number": "12990397"}, "business-address": {"street1": "PO BOX 989", "city": "BLUEFIELD", "state": "VA", "zip": "26406-0989", "phone": "3044879000"}, "mail-address": {"street1": "1001 MERCER STREET", "street2": "P O BOX 5909", "city": "PRINCETON", "state": "WV", "zip": "24740"}, "former-company": {"former-conformed-name": "FCFT INC", "date-changed": "19930328"}}
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):
July 25, 2012
FIRST
COMMUNITY BANCSHARES, INC.
(Exact name of registrant as specified in
its charter)
Nevada
000-19297
55-0694814
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
P.O. Box 989
Bluefield, Virginia
24605-0989
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(276)
326-9000
___________________________________________________________________________________________________
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 2.02	      Results of Operations and
Financial Condition.
On July 27, 2012, First Community Bancshares,
Inc. (the "Company") announced by press release its earnings for the second quarter of 2012. A copy of the press release
is attached hereto as Exhibit 99.1.
Item 7.01	      Regulation FD Disclosure.
On July 27, 2012, the Company held a public
conference call to discuss its financial results for the quarter ended June 30, 2012. The conference call was previously announced
in the earnings release dated July 27, 2012. The following are the prepared remarks.
John M. Mendez – President and Chief
Executive Officer
I would like to begin the call this morning
with highlights of a very busy, productive, and somewhat transformative second quarter. As you have seen over recent weeks we have
completed two acquisitions since our last call. Actually both of those came within a week of each other from our May 31 closing
of the Peoples Bank of Virginia in-market acquisition in Richmond to our June 8 announcement and closing of the FDIC-assisted acquisition
of Waccamaw Bank with sixteen branches from Wilmington, North Carolina, to Conway, South Carolina, as well as inland offices in
Whiteville, Chadbourn, and Tabor City in North Carolina and Heath Springs, South Carolina.
The combination of these two transactions
added approximately $600 million in asset base with over $400 million in loans and over $500 million in customer deposits, and
the addition of 20 full service branches.
The addition of 4 Richmond area branches
in Virginia, in-market, brought our Richmond franchise to over $400 million in assets with 9 area branches in key locations throughout
our targeted markets in Western Henrico and Chesterfield Counties in the markets surrounding the very attractive Metro Richmond
market.
With this acquisition we also expanded
our sales force with a very seasoned team of five legacy Richmond business bankers. This was a perfect complement to our strong,
but lean, real estate team in Richmond. The expansion of the branch network from 5 to 9 also gives us a much better retail platform
for the expansion of those services including mortgage and installment lending and personal checking and investment services.
We evaluated Peoples as the best small
community bank in the market. It had also been an objective of ours for some time. We are very pleased with the completion of this
partnership which we estimate will be significantly accretive as we bring on cost savings from the transaction. We believe that
the bulk of those savings will in place by the end of the third quarter of this year. In the first full year with cost saves we
are modeling a 7% to 9% favorable impact to core EPS from the Richmond acquisition.
In North Carolina, the Waccamaw transaction
represents our first FDIC deal in this cycle and adds significantly to our branch count, now at 74 full-service offices for the
company. Waccamaw adds new markets in the sandhills and coastal regions of North and South Carolina. Many of these branches are
in markets akin to our legacy Virginia and West Virginia markets with strong deposit market share and heavily retail-oriented.
In Columbus County, North Carolina, we actually post the number two market position in terms of total deposits in market.
The Waccamaw transaction was cast with
a $15 million asset discount and with a full 80% loss share on all covered assets, including all commercial and single family loans
and OREO. Additionally we acquired about $8 million in non-covered consumer installment loans.
We were fairly aggressive on the Waccamaw
bid based on our evaluation of a strong core franchise and the significant loss coverage by the FDIC. The transaction did not result
in a bargain purchase gain and both this and the Richmond transaction added modest intangibles of about $10 million each, after
preliminary purchase accounting and fair value marks to the loan portfolios.
Like the Richmond acquisition, the Waccamaw
deal is also expected to be quite accretive to EPS in the first year of operation. Accretion in this transaction is expected to
reach double digits, when measured on first quarter earnings run rate.
The combination of the two transactions
is expected to be materially accretive to 2013 diluted EPS.
We are very pleased that we were able to
add these two banks in Virginia and North Carolina within the span of 8 days. This represents over $600 million in growth for the
quarter, or about 30%, bringing total assets $2.81 billion. We are also pleased that we were able to do this with no additional
capital requirement. In fact, these two transactions represent the expected deployment of excess capital, a portion of which came
from our 2011 private placement of $19 million in convertible preferred last May.
We are now set to work on swift and efficient
integration of these additions to capture the forecasted earnings benefit. Obviously this will be the focus of our attention for
the remainder of this year.
As you have seen from our release this
morning, we are reporting net income for the quarter of $4.1 million and diluted earnings per share of $0.20 per share. On a core
basis, excluding $3.4 million in merger related expenses, we made $6.2 million, or $0.31 per share. This is our best quarterly
performance since 2007 and is driven by continued reductions in credit provisions and strong efficiency in operations, as well
as the impact of the two recent acquisitions. We are very pleased with this very strong start on the 2012 year with first half
annualized return on average assets at 1.09% on a core basis.
David D. Brown – Chief Financial
Officer
As John was mentioning earlier, we did
have quite a busy second quarter. Peoples represented a great addition to our Richmond franchise. Waccamaw was an expansion of
our footprint, but the core of that franchise is very much like First Community's with its distinct "legacy"
and "growth" markets.
This morning, we reported common net income
for the second quarter of 2012 of $3.8 million, or $0.20 per diluted share. Core earnings for the quarter equaled last quarter
at $6.2 million, despite some higher credit costs this quarter and the seasonal insurance premium commission revenues last quarter.
Core ROA and ROE for the quarter were 1.06% and 8.19%, respectively. Non-core items of $3.4 million were made up largely of severance
costs related to Peoples executives and service fees and other expenses related to both deals.
Margin for the second quarter was 3.93%,
which is just a touch above last quarter. Asset yields were down slightly, but funding costs were positively impacted by the acquisitions
and purchase accounting adjustments.
We made a $1.6 million provision for loan
losses during the second quarter and other real estate costs and net losses amounted to $270 thousand. Total credit costs of $1.8
million, were marginally higher than the $1.7 million reported last quarter.
Wealth revenues increased $46 thousand,
or 5%, on a linked-quarter basis on better trust and advisory revenues. Linked-quarter, deposit account service charges increased
$316 thousand, or 10%, but were roughly even with the same quarter last year. Service charges were positively impacted by the addition
of Waccamaw. In the first 22 days, they generated roughly $134 thousand in deposit service charges. Other service charges and fees
were even with last quarter. Insurance revenues were down linked quarter as first quarter is buoyed by contingent commission and
profit sharing receipts. The insurance sub really seems to have started the year off well, with growth in core business versus
contingent commissions. Although contingent commissions were down this year and we have a smaller overall agency, expenses have
been reduced beyond the declines in revenues. Year-to-date operating income at GreenPoint is up $237 thousand compared to last
year.
In the area of non-interest expense, our
second quarter efficiency ratio was 57.6%, just a touch above last quarter of 57.2%. Total salaries and benefits were $8.9 million,
however roughly $111 thousand is attributable to Peoples and $392 thousand is attributable to Waccamaw. Specific to Waccamaw, we
began to realize annualized cost savings of approximately $1.1 million in salaries and benefits in July as a result of our efficiency
measures and moving toward our expected staffing levels.
As we noted earlier, period-end total assets
grew $607 million, or 28%. I will note that the fair value marks we have settled on for the Waccamaw and Peoples portfolios relate
only to credit. We expect to determine interest rate marks, or accretable discount, in the coming week or so. To that end, we did
not recognize any accretion or amortization in those portfolios for the very short amount of time they were under our wings.
At June 30, 2012, tangible book value per
share was $11.05, a decrease of 59 cents from March 31, 2012. That level of book dilution is a little lighter than originally presented
at announcement of the deals, and I feel we will be more than able to make our stated earn-back goals. In fact, during the first
month of combined operations Peoples added $479 thousand before amortization of the CD fair value mark. Waccamaw results added
approximately $91 thousand before any CD mark amortization. Future results from Waccamaw will be very positively affected by the
cost saves achieved early this month and the system conversion scheduled for mid-fourth quarter.
Bank leverage ratio is estimated to be
9.8% at June 30 using average tangible assets. I expect that number will decline towards the low- to mid-8's as we get the
effect of having a full quarter's asset level in the third quarter.
Gary R. Mills – Chief Credit Officer
The total First Community loan portfolio
as of June 30, 2012, was $1.81 billion as compared to $1.39 billion as of March 31, 2012; representing an increase of approximately
$421 million. While substantially all of this increase can be attributed to the 2 acquisitions, it should be noted that the legacy
First Community loan portfolio grew approximately $5 million during the quarter. Net of loan marks, the PBV acquired loan portfolio
totaled $163 million and the Waccamaw Bank acquired loan portfolio totaled $252 million.
The allowance for loan loss related to
non-covered loans measured $26.17 million at quarter-end as compared to $25.80 million, $26.21 million and $26.48 million as of
March 31, 2012, December 31, 2011 and June 30, 2011, respectively. As of June 30, 2012, the allowance as a percentage of non-covered
loans was 1.66%, representing a decline from 1.86%, 1.88% and 1.93% as of March 31, 2012, December 31, 2011 and June 30, 2011,
respectively. The decline is a result of the addition of non-covered loans from the Peoples acquisition without any related loan
loss reserves. GAAP calls for us to not bring across any general reserves with the loan portfolio.
Non-covered total delinquent loans as a
percentage of total non-covered loans were 2.64% at June 30, 2012. Non-covered nonaccrual loans increased to $31.27 million at
June 30, 2012, compared with $24.49 million at December 31, 2011, and $22.04 million at June 30, 2011. The increase in non-covered
non-accrual loans can be primarily attributed to the Peoples acquisition.
As a result of the acquisitions, the Bank's
loan portfolio segmentation modestly changed with the Residential Real Estate 1-4 segment now comprising 47% of the total loan
portfolio, as compared to 50% prior to acquisition; and the Commercial Real Estate segment now represents 36% of the total loan
portfolio, as compared to 34% previously.
Item 8.01	      Other Events.
On July 25, 2012, the Company announced
by press release its quarterly cash dividend to common stockholders of $0.11 per common share, payable on or about August 24, 2012,
to shareholders of record on August 10, 2012. A copy of the press release is attached hereto as Exhibit 99.2.
Item 9.01	      Financial Statements
and Exhibits
(d)	 	The following exhibit is
included with this report:
Exhibit No.
Exhibit Description
99.1
Earnings press release dated July 27, 2012
99.2
Dividend press release dated July 25, 2012
Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements. These forward-looking statements are based on current expectations that involve risks, uncertainties,
and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect,
actual results may differ materially. These risks include:  changes in business or other market conditions; the
timely development, production and acceptance of new products and services; the challenge of managing asset/liability levels; the
management of credit risk and interest rate risk; the difficulty of keeping expense growth at modest levels while increasing revenues;
and other risks detailed from time to time in the Company's Securities and Exchange Commission reports, including but not
limited to the Annual Report on Form 10-K for the most recent year ended. Pursuant to the Private Securities Litigation Reform
Act of 1995, the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur
after the date the forward-looking statements are made.
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.
FIRST COMMUNITY BANCSHARES, INC.
Date:
July 27, 2012
By:
/s/ David
D. Brown
David D. Brown
Chief Financial Officer