<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1997.
Registration No. ________________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
CAROLINA FINCORP, INC.
(Exact name of Registrant as specified in its charter)
North Carolina 56-1978449
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Post Office Box 1597
115 South Lawrence Street
Rockingham, North Carolina 27380-1597
(Address of Principal Executive Offices)
CAROLINA FINCORP, INC. STOCK OPTION PLAN
(Full title of the Plan)
____________________
R. LARRY CAMPBELL, President
115 South Lawrence Street
Rockingham, North Carolina 27380-1597
(910) 997-6245
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
RANDALL A. UNDERWOOD
Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P.
2000 Renaissance Plaza
Post Office Box 26000
Greensboro, North Carolina 27420
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered/1/ Offering Price Aggregate Offering Registration
Per Unit Price/4/ Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 185,150/2/ 18.25/3/ $3,378,988 $1,023.94
===================================================================================================
</TABLE>
(Footnotes on Next Page)
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and
17 C.F.R. (S)230.462.
/1/Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option Plan") as a
result of a reclassification, recapitalization, stock dividend, stock split,
reverse stock split, amendment to the articles of incorporation of Carolina
Fincorp, Inc., merger or consolidation which makes an adjustment of shares just
and appropriate.
/2/Represents the total number of shares which may be issued pursuant
to options granted under the Stock Option Plan.
/3/For purposes of calculating the registration fee, the proposed
maximum offering price per unit is the assumed exercise price for options to
purchase 185,150 shares which may be issued pursuant to the Stock Option Plan,
determined in accordance with Rule 457(c) based upon the high and low trading
prices of the Registrant's Common Stock on December 17, 1997.
/4/Estimated total for the purposes of calculating the registration
fee in accordance with Rule 457(h).
================================================================================
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item I. Plan Information.
This Registration Statement on Form S-8 relates to up to 185,150 shares
of common stock, no par value, of Carolina Fincorp, Inc. (the "Registrant")
which are reserved for issuance pursuant to options which have been or may be
granted under the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option
Plan"). This Registration Statement also relates to an indeterminate number
of additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the Stock Option Plan as a result of a
reclassification, recapitalization, stock dividend, stock split, reverse stock
split, amendment to the Registrant's articles of incorporation, merger or
consolidation which makes an adjustment of shares just and appropriate.
Documents containing the information specified in Part I of Form S-8 will be
sent or given to the participants in the Stock Option Plan as specified by
Rule 428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
Rule 428.
Item 2. Registration Information and Employee Plan Annual Information.
The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1997.
(b) The Registrant's Proxy Statement for its 1997 Annual Meeting of
Stockholders dated October 24, 1997.
(c) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
Registrant's Annual Report on Form 10-KSB referred to in clause (a)
above.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form S-1, Registration No.
33-6855, incorporated by reference in the Registration Statement on
Form 8-A filed with the Commission under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
on November 8, 1996 (File No. 000-21701), including any amendment
or report filed for the purpose of updating such description.
<PAGE>
All documents subsequently filed by the Registrant and the Stock Option
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities registered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein and to be a part hereof from the date of the filing of such documents.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the
Registrant or any of its stockholders or otherwise for monetary damages for
breach of any duty as director. The Registrant's Bylaws state that any person
who at any time serves or has served as a director or officer of the
Registrant, or who, while serving as a director or officer of the Registrant,
serves or has served at the request of the Registrant as a director, officer,
partner, trustee, employer or agent of another corporation, partnership, joint
venture, trust or other enterprise, or as a trustee or administrator under an
employee benefit plan, shall have a right to be indemnified by the Registrant
to the fullest extent permitted by law against liability and litigation
expense arising out of such status or activities in such capacity. "Liability
and litigation expense" is defined in the Bylaws as including costs and
expenses of litigation (including reasonable attorneys' fees), judgments,
fines and amounts paid in settlement which are actually and reasonably
incurred in connection with or as a consequence of any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including appeals.
Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if
the Registrant receives an undertaking, dated, in writing and signed by the
person to be indemnified, to repay all such sums unless such person is
ultimately determined to be entitled to be indemnified by the Registrant as
provided in the Registrant's Bylaws.
Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the
2
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director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best
interests, and (iii) in the case of any criminal proceeding, the director had
no reasonable cause to believe the director's conduct was unlawful. A
corporation may not indemnify a director in connection with a proceeding by or
in the right of the corporation in which the director was adjudged liable to
the corporation or in connection with a proceeding charging improper personal
benefit to the director. The above standard of conduct is determined by the
board of directors, or a committee or special legal counsel or the
shareholders as prescribed in Section 55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director
or officer is wholly successful in the director's or officer's defense, unless
the articles of incorporation provide otherwise. Upon application, the court
may order indemnification of the director or officer if the director or
officer is adjudged fairly and reasonably so entitled under Section 55-8-54.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles
of incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf
of these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does
not purport to be complete. It is qualified in its entirety by reference to
the relevant statutes, which contain detailed specific provisions regarding
the circumstances under which, and the person for whose benefit,
indemnification shall or may be made.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-B):
<TABLE>
<CAPTION>
Exhibit No. Description of Document
----------- -----------------------
<C> <S>
3.1 The Registrant's Articles of Incorporation
(incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on
Form S-1, Registration No. 33-6855, filed
June 26, 1996, as amended).
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
3.2 The Registrant's Bylaws (incorporated by
reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1,
Registration No. 33-6855, filed June 26,
1996, as amended).
4.0 Specimen Stock Certificate for the Registrant
(incorporated by reference to Exhibit 4.1 of
Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form
S-1, Registration No. 33-6855, filed
September 10, 1996, as amended).
5.0 Opinion of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. as to legality of
securities being registered
10.0 Carolina Fincorp, Inc. Stock Option Plan
(incorporated by reference to Appendix A of
the Registrant's Proxy Statement for its 1997
Annual Meeting of Stockholders dated as of
October 24, 1997)
23.1 Consent of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. (included in Exhibit 5.0)
23.2 Consent of Dixon Odom PLLC
</TABLE>
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events arising which,
individually or in the aggregate, represent a fundamental
change in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the Registration Statement;
4
<PAGE>
(iii) Include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply
-------- -------
if the information required in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) For determining liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the termination
of the offering.
(4) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rockingham, State of North Carolina,
on the 22nd day of December, 1997.
CAROLINA FINCORP, INC.
Registrant
By: /s/ R. Larry Campbell
----------------------------------------
R. Larry Campbell, President
Each person whose individual signature appears below hereby makes,
constitutes and appoints R. Larry Campbell to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Date: December 22, 1997 By: /s/ R. Larry Campbell
-----------------------------------------
R. Larry Campbell, President and Director
(Principal Executive Officer)
Date: December 22, 1997 By: /s/ Winston G. Dwyer
-----------------------------------------
Winston G. Dwyer, Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
Date: December 22, 1997 By: /s/ J. Stanley Vetter, M.D.
-----------------------------------------
J. Stanley Vetter, Director
Date: December 22, 1997 By: /s/ John T. Page, Jr.
-----------------------------------------
John T. Page, Jr., Director
Date: December 22, 1997 By: /s/ Russell E. Bennett, Jr.
-----------------------------------------
Russell E. Bennett, Jr., Director
Date: December 22, 1997 By: /s/ Buena Vista Coggin
-----------------------------------------
Buena Vista Coggin, Director
Date: December 22, 1997 By: /s/ Joe M. McLaurin
-----------------------------------------
Joe M. McLaurin, Director
Date: December 22, 1997 By: /s/ W. Jesse Spencer
-----------------------------------------
W. Jesse Spencer, Director
Date: December 22, 1997 By: /s/ E. E. Vuncannon, Jr.
-----------------------------------------
E. E. Vuncannon, Jr., Director
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Method of
Exhibit No. Description Filing
- ----------- ----------- ---------
<C> <S> <C>
3.1 The Registrant's Articles of Incorporation Incorporated by
Reference
3.2 The Registrant's Bylaws Incorporated by
Reference
4.0 Specimen Stock Certificate for the Registrant Incorporated by
Reference
5.0 Opinion of Brooks, Pierce, McLendon, Filed Herewith
Humphrey & Leonard, L.L.P. as to legality of
securities being registered
10.0 Carolina Fincorp, Inc. Stock Option Plan Incorporated by
Reference
23.1 Consent of Brooks, Pierce, McLendon, Filed Herewith
Humphrey & Leonard, L.L.P. (included in
Exhibit 5.0)
23.2 Consent of Dixon Odom PLLC Filed Herewith
</TABLE>
8
<PAGE>
EXHIBIT 5.0
[Letterhead of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.]
December 22, 1997
(910) 271-3112
Board of Directors
Carolina Fincorp, Inc.
Post Office Box 1597
Rockingham, North Carolina 27380-1597
Re: Carolina Fincorp, Inc. Stock Option Plan -- Registration Statement
on Form S-8 with Respect to the Offering of up to 185,150 Shares of
Common Stock
Gentlemen:
We have acted as special counsel to Carolina Fincorp, Inc. (the "Holding
Company"), in connection with the Holding Company's registration under the
Securities Act of 1933 on Form S-8 (the "Registration Statement") of its
offering of up to 185,150 shares of Common Stock, no par value (the "Shares"),
under the Carolina Fincorp, Inc. Stock Option Plan (the "Stock Option Plan") in
connection with the exercise of stock options (the "Option Rights"). As such
counsel, we have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering our opinions.
For purposes of rendering our opinion, we have assumed that (i) the Shares
issuable pursuant to the exercise of Option Rights granted under the terms of
the Stock Option Plan will continue to be duly and validly authorized on the
dates the Shares are issued pursuant to the Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the
Stock Option Plan will constitute valid, legal and binding obligations of the
Holding Company and will (subject to applicable bankruptcy, moratorium,
insolvency, reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally) be enforceable against the
Holding Company in accordance with their terms; (iii) no change occurs after the
date hereof in applicable law or the pertinent facts; and (iv) the provisions of
applicable "blue sky" and other state securities laws have been complied with to
the extent required.
<PAGE>
Board of Directors
Carolina Fincorp, Inc.
December 22, 1997
Page 2
Based on the foregoing, and subject to the assumptions set forth herein, it
is our opinion as of the date hereof that the Shares which have been or are to
be issued pursuant to the Stock Option Plan have been duly and validly
authorized and, upon the issuance or sale of the Shares in accordance with the
Stock Option Plan, and upon receipt of any consideration required thereby, will
be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
BROOKS, PIERCE, MCLENDON, HUMPHREY &
LEONARD, L.L.P.
By: /s/ Randall A. Underwood
--------------------------------------
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF DIXON ODOM PLLC]
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Carolina Fincorp, Inc. of our report dated July 28,
1997, incorporated by reference in the Annual Report on Form 10-KSB of Carolina
Fincorp, Inc. for the year ended June 30, 1997.
/s/ Dixon Odom PLLC
Southern Pines, North Carolina
December 22, 1997
