Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHCOAST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-1079460
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
530 Johnnie Dodds Boulevard
(Address of principal executive offices and zip code)
SOUTHCOAST FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
L. Wayne Pearson Copies to:
President George S. King, Jr., Esquire
Southcoast Financial Corporation Suzanne Hulst Clawson, Esquire
530 Johnnie Dodds Boulevard Sinkler & Boyd, P.A.
Mt. Pleasant, South Carolina 29464 1426 Main Street, Suite 1200
(Name and address of agent for service) Columbia, South Carolina 29201
(803) 779-3080
(843) 884-0504
(Telephone number, including
area code, of agent for service)
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<CAPTION>
Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value 200,000 shares $1,637,500 $1,637,500 $432.30
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</TABLE>
(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based on the
average of the bid and asked price on June 13, 2000.
Exhibit Index on page 7
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PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8 will be
sent or given to employees of the Registrant chosen to participate in the
Southcoast Financial Corproation Employee Stock Purchase Plan as required by
Rule 428(b)(1) promulgated under the Securities Act of 1933.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1999 (File No. 000-25933).
(b) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (the "1934 Act"), prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents.
(c) The description of Registrant's common stock set forth under Item 8 of
Registrant's Registration Statement on Form 10-SB (File No. 0-25933),
including any amendment or report filed for the purpose of updating
such description.
Item 4. Description of Securities
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the Business Corporation Act, a corporation has the power to
indemnify directors and officers who meet the standards of good faith and
reasonable belief that conduct was lawful and in the corporate interest (or not
opposed thereto) set forth in the Business Corporation Act. The Business
Corporation Act also empowers a corporation to provide insurance for directors
and officers against liability arising out of their positions even though the
insurance coverage is broader than the power of the corporation to indemnify.
Under the Business Corporation Act, unless limited by its articles of
incorporation, a corporation must indemnify a director or officer who is wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director or officer against
reasonable expenses incurred by him in connection with the proceeding. The
Registrant's Articles of Incorporation do not provide otherwise. The provisions
of the Business Corporation Act which deal with indemnification are codified at
Sections 33-8-500 through -580 of the Code of Laws of South Carolina 1976,
amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Southcoast Financial Corporation Employee Stock Purchase Plan
(incorporated by reference to proxy materials filed on Schedule
14A in connection with Registrant's May 11, 2000 Annual Meeting
of Stockholders).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Elliott, Davis & Company, L.L.P.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power of Attorney
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 this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth 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 effective registration statement;
(iii) To 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;
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Provided, however, that paragraphs (1)(i) and (1)(ii) of this
undertaking do not apply if the registration statement is on Form S-3, S-8 or
Form F-3 and the information required to be included 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 Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant
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 Mt. Pleasant, State of South Carolina on June 15,
2000.
Southcoast Financial Corporation
s/L. Wayne Pearson
By:----------------------------------------------
L. Wayne Pearson
President and Chief Executive Officer
s/Robert M. Scott
By:----------------------------------------------
Robert M. Scott
Executive Vice President and Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<S> <C> <C>
Signature Title Date
--------- ----- ----
-------------------------- Director June __, 2000
William A. Coates
s/Thomas E. Hamer, Sr.
-------------------------- Director June 15, 2000
Thomas E. Hamer, Sr.
s/Paul D. Hollen, III
-------------------------- Executive Vice President, Director June 15, 2000
Paul D. Hollen, III
s/L. Wayne Pearson
-------------------------- President, Chief Executive Officer, Director June 15, 2000
L. Wayne Pearson
-------------------------- Director June __, 2000
Norman T. Russell
s/Robert M. Scott
-------------------------- Executive Vice President, Chief Financial June 15, 2000
Robert M. Scott Officer, Principal Accounting Officer, Director
s/James H. Sexton
-------------------------- Director June 15, 2000
James H. Sexton
s/James P. Smith
-------------------------- Director June 15, 2000
James P. Smith
</TABLE>
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EXHIBIT INDEX
EXHIBIT
4 Southcoast Financial Corporation Employee Stock Purchase Plan
(incorporated by reference to proxy materials filed on Schedule 14A in
connection with Registrant's May 11, 2000 Annual Meeting of
Stockholders).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of Elliott, Davis & Company, LLP
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5)
24 Power of Attorney
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