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As Filed with the Securities and Exchange Commission on October 26, 1999
Registration Statement No.--
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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RHBT FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina 58-2482426
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
315 East Main Street
Rock Hill, South Carolina 29731
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(Address of Principal executive offices)
RHBT Financial Corporation 1999 Stock Incentive Plan
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(Full Title of the Plan)
J.A. Ferguson, Jr., President and Chief Executive Officer
RHBT Financial Corporation
315 East Main Street
Rock Hill, South Carolina 29731
(803) 324-2500
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(Name, address, and telephone number of agent for service)
--------------------------------
Copies Requested to:
Neil E. Grayson, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E., Suite 1400
Atlanta, Georgia 30309
(404) 817-6000
(404) 817-6225 (Fax)
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Share (1) Offering Price (1) Fee
---------- ---------- ------------------- ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par value 130,000 $16.25 $2,112,500 $ 587.28
$.01 per share
Common Stock, par value 182,500 $12.40 $2,263,000 $ 629.11
$.01 per share
- -------------- ------- ---------
Total 312,500 $1,216.39
</TABLE>
(1) This estimate is solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) and is based on 182,500 shares of common stock
issuable pursuant to existing s stock options with an exercise price of $12.40
and 130,000 shares of common stock being offered at an exercise price of $16.25,
which is based upon he average of the bid and asked prices of the common stock
on October 20, 1999, as quoted on the OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by RHBT Financial Corporation with the
SEC are hereby incorporated by reference into this registration statement:
(a) the Annual Report for Rock Hill Bank & Trust on Form 10-KSB
for the fiscal year ended December 31, 1998 (incorporated by
reference to Exhibit 99.1 of the Company's Current Report on
Form 8-K, File No. 000-26905);
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Form 10-KSB referred to in (a)
above; and
(c) the description of the Company's common stock contained in the
Company's registration statement on Form 10-SB filed with the
FDIC and declared effective on July 22, 1998.
In addition, all reports and other documents subsequently filed by the
company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered under this registration statement have
been sold or which deregisters all remaining unsold securities, 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.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
Item 6. Indemnification of Directors and Officers.
The articles of incorporation of the company contain a provision which,
subject to certain exceptions described below, eliminates the liability of a
director or officer to the company or its shareholders for monetary damages for
any breach of duty as a director or officer. This provision does not eliminate
such liability to the extent the director or officer engaged in willful
misconduct or a knowing violation of criminal law or of any federal or state
securities law, including, without limitation, laws proscribing insider trading
or manipulation of the market for any security.
Under its bylaws, the company must indemnify any person who becomes
subject to a lawsuit or proceeding by reason of service as a director of the
company or its subsidiaries or any other corporation which the person served as
a director at the request of the company. Except as noted in the next paragraph,
directors are entitled to be indemnified against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding. Directors are also entitled to have the company
advance any such expenses prior to final disposition of the proceeding, upon
delivery of a written affirmation by the director of his good faith belief that
the standard of conduct necessary for indemnification has been met and a written
undertaking to repay the amounts advanced if it is ultimately determined that
the standard of conduct has not been met.
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Under the bylaws, indemnification will be disallowed if it is
established that the director engaged in willful misconduct or a knowing
violation of the criminal law. In addition to the bylaws of the company, Section
33-8-520 of the South Carolina Business Corporation Act of 1988 requires that "a
corporation indemnify a director who was 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 of the corporation against reasonable expenses incurred by
him in connection with the proceeding." This statute also provides that upon
application of a director a court may order indemnification if it determines
that the director is entitled to such indemnification under the applicable
standard of the statute.
The board of directors also has the authority to extend to officers,
employees, and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations. The board of directors
has extended or intends to extend indemnification rights to all of its executive
officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
company pursuant to the foregoing provisions, the company has been informed that
in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 - Articles of Incorporation(incorporated by reference
to the Bank's Registration Statement on Form 10-QSB
filed July 30, 1998
4.2 - Bylaws(incorporated by reference to the Bank's
Registration Statement on Form 10-QSB filed July 20,
1998).
4.3 - RHBT Financial Corporation 1999 Stock Incentive Plan
(incorporated by reference to the Company's 1998
Annual Report of Rock Hill Bank & Trust on Form 10
KSB)
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough,
L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1)
24 - Power of Attorney (contained on the signature pages
of this Registration Statement)
</TABLE>
3
<PAGE> 4
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, 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 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) Include any additional or changed material
information on the plan of distribution;
provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if 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 Company pursuant to the
Exchange Act that are incorporated by reference in this
Registration Statement;
(b) For determining liability under the Securities Act, treat each
such post-effective amendment as a new registration statement
of the securities offered, and the offering of the securities
at that time to be the initial bona fide offering; and
(c) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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.
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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 Rock Hill, State of South Carolina, on this 20th day
of October, 1999.
RHBT FINANCIAL CORPORATION
By: /s/ J. A. Ferguson, Jr.
-------------------------------------
J. A. Ferguson, Jr.
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints J.
A. Ferguson, Jr., for himself or herself in name, place and stead, in any and
all capacities, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to sign any and all amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on the dates noted below.
Signature Title Date
--------- ----- ----
- --------------------------- Director
Edwin L. Barnes
/s/ William C. Beaty, Jr. Director October 20, 1999
- ---------------------------
William C. Beaty, Jr.
/s/ Claude W. Burns, II Director October 20, 1999
- ---------------------------
Claude W. Burns, II
/s/ J. A. Ferguson, Jr. Director, October 20, 1999
- --------------------------- President,
J. A. Ferguson, Jr. Chief Executive Officer
/s/ Jean M. Gaillard Director October 20, 1999
- ---------------------------
Jean M. Gaillard
/s/ Hugh L. Harrelson, Sr. Director October 20, 1999
- ---------------------------
Hugh L. Harrelson, Sr.
/s/ Jerry H. Padgett Director October 20, 1999
- ---------------------------
Jerry H. Padgett
/s/ Richard S. Powell Director October 20, 1999
- ---------------------------
Richard S. Powell
/s/ Elvin F. Walker Director October 20, 1999
- ---------------------------
Elvin F. Walker
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Exhibit Page No.
- ------ ------- --------
<S> <C> <C>
4.1 - Articles of Incorporation(incorporated by reference
to the Bank's Registration Statement on Form 10-QSB
filed July 30, 1998
4.2 - Bylaws (incorporated by reference to the Bank's
Registration Statement on Form 10-QSB filed July 20,
1998).
4.3 - RHBT Financial Corporation 1999 Stock Incentive Plan
(incorporated by reference to the Company's 1998
Annual Report of Rock Hill Bank & Trust on Form 10
KSB).
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough,
L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1).
24 - Power of Attorney (contained on the signature pages
of this Registration Statement).
</TABLE>
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EXHIBIT 5.1
LAW OFFICES
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
NEIL E. GRAYSON 999 PEACHTREE STREET, N.E.
(404) 817-6113 FIRST UNION PLAZA
Internet Address: SUITE 1400
[email protected] ATLANTA, GEORGIA 30309
TELEPHONE (404) 817-6000
FACSIMILE (404) 817-6050
www.nmrs.com
October 22, 1999
RHBT Financial Corporation
315 East Main Street
Rock Hill, South Carolina 29731
Ladies and Gentlemen:
We have acted as counsel to RHBT Financial Corporation (the "Company")
in connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, covering the
offering of up to 312,500 shares (the "Shares") of the Company's common stock,
par value $.01 per share, which may be issued by the Company upon the exercise
of stock options under its 1999 Stock Incentive Plan. In connection therewith,
we have examined such corporate records, certificates of public officials, and
other documents and records as we have considered necessary or proper for the
purpose of this opinion.
The opinion set forth herein are limited to the laws of the State of
South Carolina and applicable federal laws.
Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
NELSON MULLINS RILEY &
SCARBOROUGH, L.L.P.
/s/ Neil E. Grayson
Neil E. Grayson, Esq.
