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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 1998
REGISTRATION NO. 333-42151
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BOC FINANCIAL CORP.
(Name of small business issuer in its charter)
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<S> <C> <C>
NORTH CAROLINA 6712 56-6511744
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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107 SOUTH CENTRAL AVENUE
LANDIS, NORTH CAROLINA 28088
(704) 857-7277
(Address and telephone number
of principal executive offices)
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STEPHEN R. TALBERT
CHIEF EXECUTIVE OFFICER
BOC FINANCIAL CORP.
107 SOUTH CENTRAL AVENUE
LANDIS, NORTH CAROLINA 28088
(704) 857-7277
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
ANTHONY GAETA, JR.
BRIAN T. ATKINSON
MOORE & VAN ALLEN, PLLC
100 NORTH TRYON STREET, FLOOR 47
CHARLOTTE, NORTH CAROLINA
28202-4003
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: To commence as soon as
practicable after this Registration Statement becomes effective.
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PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 27. EXHIBITS.
The exhibits filed as a part of this registration statement are as follows:
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EXHIBIT NO. DESCRIPTION
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1.1 Engagement letter dated December 12, 1997 by and between Landis Savings Bank, SSB and
William R. Hough & Company**
2 Amended Plan of Conversion of Landis Savings Bank, SSB dated January 14, 1998**
3.1 Articles of Incorporation of BOC Financial Corp.**
3.2 Bylaws of BOC Financial Corp.**
4 Form of stock certificate of BOC Financial Corp.**
5 Opinion of Moore & Van Allen, PLLC regarding legality of the Common Stock**
8 Opinion of Moore & Van Allen, PLLC regarding certain tax matters**
10.1 Letter agreement dated September 29, 1997 regarding conversion advice and record keeping by and between
Landis Savings Bank, SSB and The Meritas Group, Inc.**
10.2 Letter agreement dated September 29, 1997 regarding appraisal and business planning services by and
between Landis Savings Bank, SSB and The Meritas Group, Inc.**
10.3 Form of BOC Financial Corp. Employee Stock Ownership Plan and Trust**
10.4 Form of BOC Financial Corp. 1998 Management Recognition Plan**
10.5 Form of BOC Financial Corp. 1998 Nonstatutory Stock Option Plan**
10.6 Form of BOC Financial Corp. 1998 Incentive Stock Option Plan**
10.7 Form of Employment Agreement by and between Landis Savings Bank, Inc., SSB and
Stephen R. Talbert**
10.8 Letter of Intent, dated December 2, 1997, between Interstate Combined Ventures and Landis Savings Bank,
SSB**
21 Subsidiaries of BOC Financial Corp.**
23.1 Consent of Dixon Odom PLLC
23.2 Consent of The Meritas Group, Inc.**
23.3 Consent of Moore & Van Allen, PLLC (included with Exhibit No. 5)**
24 Power of Attorney (included in the Signature Page)**
27 Financial Data Schedule**
99.1 Appraisal Report of The Meritas Group, Inc.**
99.2 Form of Stock Order Form**
99.3 Form of Proxy Statement of Landis Savings Bank, SSB**
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** Previously filed.
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on February 9, 1998.
BOC FINANCIAL CORP.
By: /s/______STEPHEN R. TALBERT________
STEPHEN R. TALBERT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
In accordance with the requirements of the Securities act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/STEPHEN R. TALBERT President, Chief Executive Officer, February 9, 1998
STEPHEN R. TALBERT and Director
/s/THOMAS P. CORRIHER* Chairman, Vice President, February 9, 1998
THOMAS P. CORRIHER and Director
/s/HENRY H. LAND* Secretary, Treasurer and Director February 9, 1998
HENRY H. LAND
/s/JOHN A. DRYE* Director February 9, 1998
JOHN A. DRYE
/s/SUSAN LINN NORVELL* Director February 9, 1998
SUSAN LINN NORVELL
/s/LYNNE SCOTT SAFRIT* Director February 9, 1998
LYNNE SCOTT SAFRIT
/s/LISA B. ASHLEY* Chief Financial Officer February 9, 1998
LISA B. ASHLEY (Principal Accounting Officer)
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*By: /s/______STEPHEN R. TALBERT_______
STEPHEN R. TALBERT
ATTORNEY-IN-FACT
II-2
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Landis Savings Bank, SSB
Landis, North Carolina
We consent to the use in (i) the Registration Statement of BOC Financial Corp.
on Form SB-2, (ii) the Application to Convert filed by Landis Savings Bank, SSB
(the "Bank") with the Administrator, Savings Institutions Division under the
relevant provisions of Chapter 54C of the North Carolina General Statutes, and
(iii) the Notice of Intent to Convert to Stock Form, filed by the Bank with the
Federal Deposit Insurance Corporation, of our report dated October 23, 1997 on
the financial statements of Landis Savings Bank, SSB as of and for the years
ended December 31, 1996 and 1995, and to the reference to our firm under the
heading "Experts" in the Registration Statement.
Dixon Odom PLLC
Southern Pines, North Carolina
February 6, 1998
