<PAGE> 1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
First Capital Bancshares, Inc.
------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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<PAGE> 2
FIRST CAPITAL BANCSHARES, INC.
207 HIGHWAY 15/ 401 BYPASS EAST
BENNETTSVILLE, SOUTH CAROLINA 29512
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 2000 Annual Meeting of
Shareholders of First Capital Bancshares, Inc., the holding company for First
Capital Bank. At the meeting, we will report on our performance in 1999 and
answer your questions. We are excited about our accomplishments since we opened
First Capital Bank in September 1999 and look forward to discussing both our
accomplishments and our plans with you. We hope that you can attend the meeting
and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on April 25, 2000 at 2:00 p.m. at the (New) National Guard Armory, at
725 South Parsonage Street Extension, Bennettsville, South Carolina, for the
following purposes:
1. To elect three members to our board of directors;
2. To consider a proposal to approve the company's 2000 Stock
Incentive Plan; and
3. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
24, 2000 are entitled to attend and vote at the meeting. A complete list of
these shareholders will be available at the company's offices prior to the
meeting.
Please use this opportunity to take part in the affairs of your
company by voting on the business to come before this meeting. Even if you plan
to attend the meeting, we encourage you to complete and return the enclosed
proxy to us as promptly as possible.
By order of the board of directors,
J. Aubrey Crosland
President
Bennettsville, South Carolina
March 31, 2000
<PAGE> 3
FIRST CAPITAL BANCSHARES, INC.
207 HIGHWAY 15/ 401 BYPASS EAST
BENNETTSVILLE, SOUTH CAROLINA 29512
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 25, 2000
Our board of directors is soliciting proxies for the 2000 Annual
Meeting of Shareholders. This proxy statement contains important information
for you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The board set March 24, 2000 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 563,728 shares of common stock outstanding on the record date.
A majority of the outstanding shares of common stock represented at the meeting
will constitute a quorum. We will count abstentions and broker non-votes, which
are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint J. Aubrey Crosland and Lee
C. Shortt as your representatives at the meeting. Mr. Crosland and Mr. Shortt
will vote your proxy as you have instructed them on the proxy card. If you
submit a proxy but do not specify how you would like it to be voted, Mr.
Crosland and Mr. Shortt will vote your proxy for the election to the board of
directors of all nominees listed below under "Election Of Directors" and for
approval of the 2000 Stock Incentive Plan. We are not aware of any other
matters to be considered at the meeting. However, if any other matters come
before the meeting, Mr. Crosland and Mr. Shortt will vote your proxy on such
matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal,
the abstention does not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of
forwarding copies of the proxy materials to our shareholders. Our officers and
employees may assist in soliciting proxies but will not receive additional
compensation for doing so. We are distributing this proxy statement on or about
March 31, 2000.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the board members
expire at each annual meeting. The current terms of the Class I directors will
expire at the meeting. The terms of the Class II directors expire at the 2001
Annual Shareholders Meeting. The terms of the Class III directors will expire
at the 2002 Annual Shareholders Meeting. Our directors and their classes are:
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<PAGE> 4
<TABLE>
<CAPTION>
Class I Class II Class III
- ------- -------- ---------
<S> <C> <C>
Shoukath Ansari, M.D. Wylie F. Cartrette James Aubrey Crosland, Sr.
Robert G. Dowdy Harry L. Howell, Jr. Luther D. Hutchins
Paul F. Rush, M.D. Lee C. Shortt
</TABLE>
Shareholders will elect three nominees as Class I directors at the
meeting to serve a three-year term, expiring at the 2003 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the three nominees receiving the highest number of
votes will be elected.
The board of directors recommends that you elect Shoukath Ansari,
M.D., Robert G. Dowdy, and Paul F. Rush, M.D. as Class I directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Crosland and Mr. Shortt will vote your proxy to elect Dr. Ansari,
Mr. Dowdy, and Dr. Rush. If any of these nominees is unable or fails to accept
nomination or election (which we do not anticipate), Mr. Crosland and Mr.
Shortt will vote instead for a replacement to be recommended by the board of
directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, First Capital
Bank:
Shoukath Ansari, M.D., 51, Class I director, has been the president
and a physician of Marlboro Gastroenterology Association, P.A. in
Bennettsville, South Carolina since 1983. He served as chief of staff of
Marlboro Park Hospital. He graduated in 1964 from SRI Parama Kalyani College in
Alwarkurichi, Tamilnadu, India and earned an M.D. degree from Tirunelveli
Medical College in Tirunelveli, Tamilnadu, India in 1971. He is a certified
internist and gastroenterologist and has practiced gastroenterology for
approximately 18 years, having opened his own practice in 1983. Dr. Ansari was
born in 1948 in India and has been a resident and citizen of the United States
since 1981.
Robert G. Dowdy, 38, Class I director, graduated with a pre-pharmacy
degree from Francis Marion University in 1982. He then graduated from the
Medical University of South Carolina with a B.S. in pharmacy in 1985. Mr. Dowdy
obtained his license as a registered pharmacist in 1985 from the South Carolina
Board of Pharmacy. He served as the director of pharmacy at Marlboro Park
Hospital from 1986 to December 1994 when he left to work as director of
pharmacy for Grim-Smith Hospital in Missouri from 1994 to April 1996. Mr. Dowdy
moved back to Marlboro Park Hospital in April 1996 and is currently director of
pharmacy. He was born in 1961 in Bennettsville, South Carolina.
Paul F. Rush, M.D., 44, Class I director, graduated with a B.S. in
Biology from Presbyterian College in South Carolina in 1978. He received his
M.D. from the University of South Carolina School of Medicine in 1982 and
received his physician's license from the state of North Carolina in 1982 and
from the State of South Carolina in 1987. Dr. Rush has held the position of
senior physician at Scotland Orthopedic, P.A. in Laurinburg, North Carolina,
since August 1987. He has been a 25% owner of Scotland Orthopedic, P.A. since
1987, as well as Scotland Orthopedic Properties since 1989. Dr. Rush served as
an advisory board member of BB&T in Laurinburg from 1989 to May 1998, is the
chairman of the Scotland County Board of Education, and serves on the board of
trustees of Scotland Memorial Hospital and the board of trustees of Scotia
Village. Dr. Rush is also a fellow of the American Academy of Orthopedic
Surgeons and a member of the First United Methodist Church in Laurinburg, North
Carolina. Dr. Rush was born in 1956 in Charleston, South Carolina.
Set forth below is also information about each of our other directors
and each of our executive officers. Each director is also an organizer and a
director of First Capital Bank.
Wylie F. Cartrette, 46, Class II director, is currently a resident in
McColl, South Carolina. Since 1986, he has been the owner and operator of Wylie
Enterprises in McColl, South Carolina, a laundry and coin operated machine
business, and he has also handled some real estate rentals. Mr. Cartrette is a
member of the masonic
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lodge of McColl. Mr. Cartrette holds a South Carolina constable's commission,
and is a former member of the McColl City Council. He was born in 1953 in
Laurinburg, North Carolina.
James Aubrey Crosland, Sr., 49, Class III director, is the president
of our company and of our bank. Mr. Crosland, a native of Bennettsville, South
Carolina, received a B.A. degree from Pembroke State University in 1972. He is
also a graduate of both the South Carolina Bankers School at the University of
South Carolina and Louisiana State University's Graduate School of Banking.
From May 1997 until he joined First Capital Bancshares in June 1998, Mr.
Crosland served as the financial manager for Marlboro Constructors, Inc. From
August 1993 through May 1997, he served as the Pee Dee area executive for
Carolina First Bank, where he was responsible for Carolina First branches
located in Bennettsville, McColl, and Lake City, South Carolina. From 1988
until 1993, Mr. Crosland was the community banking director of NationsBank in
Florence, South Carolina, from 1984 until 1988, he was the city executive of
Carolina Bank & Trust in Bennettsville, and from 1977 to 1984 he served as an
operations officer and commercial lender for First National Bank of South
Carolina in Bennettsville. Mr. Crosland began his banking career with Wachovia
Bank, serving as a credit manager in Wachovia's Laurinburg, North Carolina
office from 1973 to 1977. Mr. Crosland is a member of Saint Paul's Episcopal
Church in Bennettsville and the Bennettsville Rotary Club. He was also the
chairman of the Marlboro County Department of Social Services and a board
member of the Marlboro County Chamber of Commerce. Mr. Crosland was born in
1950 in Bennettsville, South Carolina.
John M. Digby, 53, is the chief financial officer our company and our
bank. He graduated from Georgia College in Milledgeville, Georgia in 1970, and
he received his certificates from the Georgia Banker's School in 1984 and from
the Georgia Banker's Commercial Lending School in 1987. Mr. Digby has ten years
of experience as a chief financial officer from his employment with a community
bank in Georgia. He also served as the chief financial officer for Clemson Bank
& Trust, a start-up de novo bank, in Clemson, South Carolina, from 1995 to
1997. Mr. Digby recently served as vice president for Community Capital
Corporation in Greenwood, South Carolina. Mr. Digby was born in 1946 in
Hawkinsville, Georgia.
Harry L. Howell, Jr., 30, Class II director, graduated from Flora
McDonald Academy in North Carolina in 1987. He is majority owner and has served
as president of Scotland Motors, Inc. in Laurinburg, North Carolina since
December 1984. Mr. Howell owns Scotland Leasing & Rental, Inc., an auto rental
business as well as Lee Howell, Inc., a real estate rental business in
Laurinburg. Mr. Howell is a member of the First Baptist Church in Laurinburg.
He was born in 1969 in Laurinburg, North Carolina.
Luther D. Hutchins, 39, Class III director, graduated from
Bennettsville High School in 1979 and attended Wake Forest University in North
Carolina. Mr. Hutchins has been the sole owner of Marlboro Appliance Center and
Marlboro Frame Shoppe. He also owns a farm and a farm implement services
company. Mr. Hutchins was born in 1960 in Winston-Salem, North Carolina.
J. Randy McDonald, 52, is the chief executive officer of our bank. Mr.
McDonald has been in banking since 1979. He most recently served as the loan
and asset management officer of The Citizens Bank and as the city executive of
the Lake City, South Carolina office of Carolina First Bank. Mr. McDonald has
also served as the office manager of the Florence, South Carolina office of
Southern National Bank and the vice president and city executive of the Lake
City, South Carolina office of Security Federal Savings Bank. Mr. McDonald was
a director of the Lake City Tobacco Festival, the Lake City Chamber, the
Florence County Progress Committee, and Florence County Economic Development.
He was born in 1947 in Lake City, South Carolina.
Lee C. Shortt, 57, Class II director, is the chairman and chief
executive officer of our company. Mr. Shortt has been in the auction business
since 1975 and has served as president and owner of Shortt Auction and Realty
Co., Inc. since 1976. Mr. Shortt holds real estate brokers licenses and
auctioneer licenses in each of South Carolina, North Carolina, and Virginia. He
is a member of the Bennettsville Rotary Club. Mr. Shortt was born in 1943 in
Pittsylvania County, Virginia.
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<PAGE> 6
PROPOSAL NO. 2: APPROVAL OF THE 2000 STOCK INCENTIVE PLAN
GENERAL
Our board of directors has adopted the company's 2000 Stock Incentive
Plan effective February 29, 2000. We believe that the issuance of stock options
can promote the growth and profitability of the company by providing additional
incentives for participants to focus on our long-range objectives. We also
believe that stock options help us to attract and retain highly qualified
personnel and to link their interests directly to shareholder interests.
Therefore, we ask you to approve this plan at the meeting.
The plan authorizes the grant to our employees and directors of stock
options for up to 84,560 shares of common stock from time to time during the
term of the plan, subject to adjustment upon changes in capitalization so that
the number of shares authorized shall at all times equal 15% of the outstanding
shares of common stock. Under the plan, the company may grant either incentive
stock options (which qualify for certain favorable tax consequences, as
described below) or nonqualified stock options. We may grant up to all 84,560
shares available under the plan as incentive stock options.
The plan will be administered by a committee consisting of at least
two members of the board of directors. The committee will determine the
employees and directors who will receive options and the number of shares that
will be covered by their options. The committee will also determine the periods
of time (not exceeding ten years from the date of grant in the case of an
incentive stock option) during which options will be exercisable and will
determine whether termination of an optionee's employment under various
circumstances would terminate options granted under the plan to that person. If
granted an option under the plan, the optionee will receive an option agreement
specifying the terms of the option, such as the number of shares of common
stock the optionee can purchase, the price per share, when the optionee can
exercise the option, and when the option expires. The plan provides that
options will become exercisable immediately upon a change in control of the
company.
The option price per share is an amount to be determined by the board
of directors, but will not be less than 100% of the fair market value per share
on the date of grant. Generally, the option price will be payable in full upon
exercise. Payment of the option price of any stock option may be made in cash,
by delivery of shares of common stock (valued at their fair market value at the
time of exercise), or by a combination of cash and stock. The company will
receive no consideration upon granting of an option.
Options generally may not be transferred except by will or by the laws
of descent and distribution, and during an optionee's lifetime may be exercised
only by the optionee (or by his or her guardian or legal representative, should
one be appointed). The grant of an option does not give the optionee any rights
of a shareholder until the optionee exercises the option.
The board of directors will have the right at any time to terminate or
amend the plan but no such action may terminate options already granted or
otherwise affect the rights of any optionee under any outstanding option
without the optionee's consent.
FEDERAL INCOME TAX CONSEQUENCES
There are no federal income tax consequences to the optionee or to the
company on the granting of options. The federal tax consequences upon exercise
will vary depending on whether the option is an incentive stock option or a
nonqualified stock option.
INCENTIVE STOCK OPTIONS. When an optionee exercises an incentive stock
option, the optionee will not at that time realize any income, and the company
will not be entitled to a deduction. However, the difference between the fair
market value of the shares on the exercise date and the exercise price will be
a preference item for purposes of the alternative minimum tax. The optionee
will recognize capital gain or loss at the time of disposition of the shares
acquired through the exercise of an incentive stock option if the shares have
been held for at least two years after the option was granted and one year
after it was exercised. The company will not be entitled to a
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tax deduction if the optionee satisfies these holding period requirements. The
net federal income tax effect to the holder of the incentive stock options is
to defer, until the acquired shares are sold, taxation on any increase in the
shares' value from the time of grant of the option to the time of its exercise,
and to tax such gain, at the time of sale, at capital gain rates rather than at
ordinary income rates.
If the holding period requirements are not met, then upon sale of the
shares the optionee generally recognizes as ordinary income the excess of the
fair market value of the shares at the date of exercise over the exercise price
stated in the option agreement. Any increase in the value of the shares
subsequent to exercise is long or short-term capital gain to the optionee
depending on the optionee's holding period for the shares. However, if the sale
is for a price less than the value of the shares on the date of exercise, the
optionee might nize ordinary income only to the extent the sales price exceeded
the option price. In either case, the company is entitled to a deduction to the
extent of ordinary income recognized by the optionee.
NONQUALIFIED STOCK OPTIONS. Generally, when an optionee exercises a
nonqualified stock option, the optionee recognizes income in the amount of the
aggregate market price of the shares received upon exercise less the aggregate
amount paid for those shares, and the company may deduct as an expense the
amount of income so recognized by the optionee. The holding period of the
acquired shares begins upon the exercise of the option, and the optionee's
basis in the shares is equal to the market price of the acquired shares on the
date of exercise.
INITIAL OPTION GRANTS
Effective February 29, 2000, we made the stock option grants reflected
on the following table. Each of these option grants includes the following
features:
- An exercise period of ten years
- A six-year vesting term (based on February 29, 2000, the date
the plan was adopted)
- Restrictions on transferability - An exercise price of $10.00
per share
- A provision allowing the OTS to require the optionee to
exercise or forfeit the option if First Capital Bank's
capital falls below the regulatory minimum requirements
NEW PLAN BENEFITS
First Capital Bancshares, Inc. 2000 Stock Incentive Plan
<TABLE>
<CAPTION>
Securities
Underlying
Name And Position Dollar Value ($) Options
----------------- ---------------- ----------
<S> <C> <C>
James Aubrey Crosland, Sr., President.................................. $175,700 17,570
J. Randy McDonald, Chief Executive Officer............................. -- --
Executive Group........................................................ $175,700 17,570
Non-Executive Director Group........................................... $669,900 66,990
Non-Executive Officer Employee Group................................... -- --
</TABLE>
SHAREHOLDER APPROVAL REQUIRED
The affirmative vote of the holders of a majority of the votes
entitled to be cast at the meeting is required for approval of the plan.
Because our directors will receive options under the plan, our directors have a
personal interest in seeing the plan approved.
The board of directors recommends a vote for approval of the 2000
Stock Incentive Plan.
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation earned by our chief
executive officer and president for the years ended December 31, 1998 and 1999.
None of our executive officers earned total annual compensation, including
salary and bonus, in excess of $100,000 in 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards
----------------------- -----------------------
Other Annual Number of Securities
Name and Principal Position Year Salary Bonus Compensation Underlying Options
- --------------------------- ---- ------ ----- ------------ ------------------
<S> <C> <C> <C>
J. Aubrey Crosland, Sr. 1999 $70,014 --- $ -0- ---
President of First Capital 1998 $60,000 --- $ -0- ---
Bancshares, Inc.
J. Randy McDonald 1999 $61,230 --- $ -0- ---
Chief Executive Officer of 1998 $ -0- --- $ -0- ---
First Capital Bank
</TABLE>
- ---------
EMPLOYMENT AGREEMENTS
J. Aubrey Crosland. We have entered into an employment agreement with
J. Aubrey Crosland for a three-year term, pursuant to which Mr. Crosland serves
as the president of our company and our bank. Mr. Crosland receives a salary of
$85,000, plus his yearly medical insurance premium. Under his agreement, Mr.
Crosland is eligible to participate in any management incentive program or any
long-term equity incentive program we adopt and is eligible for grants of stock
options and other awards thereunder. We have granted Mr. Crosland options to
purchase 8,000 shares of common stock. The options vest over a six-year period
and have a term of ten years. Additionally, Mr. Crosland participates in our
retirement, welfare and other benefit programs and is entitled to a life
insurance policy and an accident liability policy and reimbursement for
automobile expenses, club dues, and travel and business expenses.
Mr. Crosland's employment agreement also provides that following
termination of his employment and for a period of twelve months thereafter, Mr.
Crosland may not (a) compete with us by, directly or indirectly, forming,
serving as an organizer, director or officer of, or consultant to, or acquiring
or maintaining more than 1% passive investment in, a depository financial
institution or holding company which has one or more offices or branches within
50 miles of our main office or 25 miles of any of our branches, (b) solicit any
of our major customers for the purpose of providing financial services, or (c)
solicit any of our employees for employment. If Mr. Crosland's employment is
terminated other than for good cause, he will be entitled to severance for a
period of six months' plus bonus earned through the date of his termination.
J. Randy McDonald. We have entered into an employment agreement with
J. Randy McDonald in which he agrees to serve as the chief executive officer
and chief lending officer of our bank. Mr. McDonald was paid a consulting fee
of $4,000 per month by us until our bank opened on September 22, 1999. Since
the opening of our bank, our bank pays him an annual salary of $60,000 per
year, plus a bonus to gross up his salary prior to the opening of the bank as
if he had been paid $60,000 from the date of hire on January 4, 1999. Mr.
McDonald also participates in other benefit programs offered by our bank to
employees in general, and has an officer's liability insurance policy and two
week's vacation.
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Mr. McDonald's agreement also provides that following termination of
his employment and for a period of twelve months thereafter, Mr. McDonald may
not (a) compete with us by, directly or indirectly, forming, serving as an
organizer, director or officer of, or consultant to, or acquiring or
maintaining more than 1% passive investment in, a depository financial
institution or holding company thereof if such depository institution or
holding company has one or more offices or branches in the territory of our
main office or our branches, (b) solicit any of our major customers for the
purpose of providing financial services, or (c) solicit any of our employees
for employment.
John M. Digby. Mr. Digby's employment agreement is essentially the
same as Mr. McDonald's, except that his title is chief financial officer of our
company and our bank.
DIRECTOR COMPENSATION
Neither the company nor the bank paid directors' fees during the last
fiscal year.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the company is
owned by our directors, certain executive officers, and owners of more than 5%
of the outstanding common stock, as of March 1, 2000.
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF BENEFICIAL
NAME SHARES OWNED(1) OWNERSHIP
---- --------------- -------------
<S> <C> <C>
Shoukath Ansari, M.D. 15,024 2.67%
Wylie F. Cartrette 20,000 3.55%
James Aubrey Crosland, Sr. 10,000 1.77%
Robert G. Dowdy 10,602 1.88%
Harry L. Howell, Jr. 23,800 4.22%
Luther D. Hutchins 10,000 1.77%
Paul F. Rush, M.D. 17,400 3.09%
Lee C. Shortt 20,000 3.55%
Executive officers and directors as a 130,336 23.12%
group (9 persons)
</TABLE>
- ---------
(1) Includes shares for which the named person:
- has sole voting and investment power,
- has shared voting and investment power with a spouse or other
person, or
- holds in an IRA or other retirement plan program, unless
otherwise indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options because no options are exercisable within the next 60 days.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 1999, the board of directors of the
company held seventeen meetings and the board of directors of the bank held
seven meetings. All of the directors of the company and the bank attended at
least 75% of the aggregate of such board meetings and the meetings of each
committee on which they served, except for Mr. Hutchins and Dr. Rush.
The company's board of directors has appointed a number of committees,
including an audit committee and a compensation committee. The audit committee
is composed of Messrs. Rush, Ansari, Hutchins, Cartrette, and Dowdy. The audit
committee did not meet in 1999 but became effective in 2000. The audit
committee has the responsibility of reviewing the company's financial
statements, evaluating internal accounting controls, reviewing reports of
regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. The audit committee is
responsible for overseeing the entire audit function and appraising the
effectiveness of internal and external audit efforts. The audit committee
reports its findings to the board of directors.
The company's compensation committee is responsible for establishing
the compensation plans for the company. Its duties include the development with
management of all benefit plans for employees of the company, the formulation
of bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee did not meet during the year ended December 31, 1999. The
compensation committee is composed of Messrs. Ansari, Cartrette, Crosland,
Howell, and Shortt.
The company does not have a nominating committee or a committee
serving a similar function.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is our policy
that these transactions be on substantially the same terms (including price, or
interest rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties. We do not expect these transactions to
involve more than the normal risk of collectibility nor present other
unfavorable features to us. Loans to individual directors and officers must
also comply with our bank's lending policies and statutory lending limits, and
directors with a personal interest in any loan application are excluded from
the consideration of the loan application. We intend for all of our
transactions with our affiliates to be on terms no less favorable to us than
could be obtained from an unaffiliated third party and to be approved by a
majority of disinterested directors.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that the Statement of Changes in
Beneficial Ownership on Form 4 for these persons were not filed in a timely
fashion during 1999. However, the Annual Statement of Changes in Beneficial
Ownership on Form 5 were filed to correct the delinquency with the SEC on
February 29, 2000 for all our directors and executive officers.
10
<PAGE> 11
INDEPENDENT AUDITORS
We have selected the firm of Tourville, Simpson, & Caskey, LLP to
serve as our independent auditors for the year ending December 31, 2000. We do
not expect a representative from this firm to attend the annual meeting.
SHAREHOLDER PROPOSALS FOR THE 2001 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2001 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 30, 2000. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with
our bylaws relating to shareholder proposals in order to be included in our
proxy materials.
March 31, 2000
11
<PAGE> 12
PROXY SOLICITED FOR ANNUAL MEETING OF SHAREHOLDERS OF
FIRST CAPITAL BANCSHARES, INC.
TO BE HELD ON APRIL 25, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints J. Aubrey Crosland, Sr. and
Lee C. Shortt, and each of them, his or her true and lawful agents and proxies
with full power of substitution in each, to represent and vote, as indicated
below, all of the shares of common stock of First Capital Bancshares, Inc. that
the undersigned would be entitled to vote at the Annual Meeting of Shareholders
of the company to be held at the (New) National Guard Armory, 725 South
Parsonage Street Extension, Bennettsville, South Carolina 29512, at 2:00 p.m.
local time, and at any adjournment, upon the matters described in the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. These
proxies are directed to vote on the matters described in the Notice of Annual
Meeting of Shareholders and Proxy Statement as follows:
1. PROPOSAL to elect the three identified Class I directors to serve for three
year terms.
Shoukath Ansari, M.D., Robert G. Dowdy, and Paul F. Rush, M.D.
<TABLE>
<S> <C> <C> <C>
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
(except as marked to the contrary) to vote for all nominees
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEES NAME(S) IN THE SPACE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. PROPOSAL to approve the 2000 Stock Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED: (I) "FOR" PROPOSAL NO. 1 TO ELECT THE THREE IDENTIFIED CLASS I
DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS FOR THREE-YEAR TERMS: AND (II)
"FOR" PROPOSAL NO. 2 TO APPROVE THE 2000 STOCK INCENTIVE PLAN.
Dated: , 2000
----------------------
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
------------------------------
Signature of Shareholder(s)
------------------------------
Please print name clearly
Please sign exactly as name or
names appear on your stock
certificate. Where more than
one owner is shown on your
stock certificate, each owner
should sign. Persons signing
in a fiduciary or
representative capacity shall
give full title. If a
corporation, please sign in
full corporate name by
authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
