<PAGE> 1
As filed with the Securities and Exchange Commission on February 14, 1997.
Registration No. 333-20179
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERGENT GROUP, INC.
--------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0513287
- ----------------------------------------- ------------------
(State or other jurisdiction (I.R.S.
Employer of incorporation or organization) Identification No.)
15 SOUTH MAIN STREET, SUITE 750
GREENVILLE, SOUTH CAROLINA 29601
-----------------------------------------------------------
(Address of principal executive offices -- Zip Code)
EMERGENT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the plan)
JOHN M. STERLING, JR., CHIEF EXECUTIVE
OFFICER EMERGENT GROUP, INC.
15 SOUTH MAIN STREET, SUITE 750
GREENVILLE, SOUTH CAROLINA 29601
-----------------------------------------------------------
(Name and address of agent for service)
(864) 235-8056
-------------------------------------------------------------
(Telephone Number, including area code, of agent for service)
Copies to:
WILLIAM P. CRAWFORD, JR., ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
GREENVILLE, SOUTH CAROLINA 29602-0728
(864) 242-8200 (TELEPHONE)
(864) 235-8900 (FACSIMILE)
CALCULATION OF REGISTRATION FEE*
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum Amount
Title of Each Class Amount to Offering Price Aggregate of Registration
of Securities to be Registered be Registered Per Unit (1) Offering Price (1) Fee (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock................... 200,000 $ 13.50 $2,700,000 $818.18
============================================================================================================
</TABLE>
*Previously paid.
(1) Pursuant to Rule 457(h), the average of the high and low sales prices on
January 17, 1997, on the Nasdaq National Market System, as reported in the
Wall Street Journal, is used for purposes of calculating the registration
fee.
The Exhibit Index Appears on Page 6 hereof
<PAGE> 2
This Amendment No. 1 (this "Amendment") to the Registration Statement
on Form S-8, Commission File No. 333-20179, filed on January 22, 1997 (the
"Registration Statement"), is filed as of February 14, 1997.
The Registration Statement is amended as follows:
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
<S> <C>
4.1 Amended and Restated Articles of Incorporation dated September 20,
1978: Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, Commission File No. 2-62723 (the
"1978 Registration Statement").
4.2 Articles of Amendment as filed with the Secretary of State of South
Carolina on June 5, 1984: Incorporated by reference to Item 6(a) of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1984, Commission File No. 0-8909.
4.3 Articles of Amendment as filed with the Secretary of State of South
Carolina on December 27, 1985: Incorporated by reference to Current
Report on Form 8-K dated January 2, 1986, Commission File No. 0-8909.
4.4 Articles of Amendment as filed with the Secretary of State of South
Carolina on August 23, 1991: Incorporated herein by reference to
Quarterly Report on Form 10-Q for the quarter ended September 30, 1991,
Commission File No. 0-8909.
4.5 Restated By-Laws: Incorporated by reference to Exhibit 3.2 of the 1978
Registration Statement.
4.6 Amendment to Bylaws: Incorporated by reference to Quarterly Report on
Form 10-Q for the quarter ended September 30, 1991, Commission File No.
0-8909).
4.7 Articles of Amendment as filed with the Secretary of State of South
Carolina on May 26, 1989: Incorporated by reference to Exhibit 4.8 of
the Company's registration statement on Form S-8, Commission File
No. 333-07923.
4.8 Articles of Amendment as filed with the Secretary of State of South
Carolina on June 14, 1995: Incorporated by reference to Exhibit 4.9 of
the Company's registration statement on Form S-8, Commission File
No. 333-07923.
4.9 Articles of Amendment as filed with the Secretary of State of South
Carolina on April 19, 1996: Incorporated by reference to Exhibit 3.1 in
the Quarterly Report on Form 10-Q for the quarter ended March 31, 1996,
Commission File No. 0-8909.
4.10 Form of Warrant: Incorporated herein by reference to the Company's
Report on Form 10-K for the year ended December 31, 1985, File No.
0-8909.
</TABLE>
2
<PAGE> 3
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of the Company+
23.1 Consent of Elliot, Davis & Company, L.L.P.+
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A. contained in
Exhibit 5.1
24.1 Power of Attorney: contained on signature page.
99.1 Amended and Restated Employee Stock Purchase Plan*
+Previously filed with the Registration Statement.
*Filed herewith.
3
<PAGE> 4
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 this Amendment No. 1 to Form S-8 and has
duly caused this Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Greenville, State of South Carolina, as of February 1, 1997.
EMERGENT GROUP, INC.
By: /s/ John M. Sterling, Jr.
-------------------------
John M. Sterling, Jr.
Chief Executive Officer
By: /s/ Kevin J. Mast
-------------------------
Kevin J. Mast
Chief Financial Officer
(principal financial and
accounting officer)
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Sterling, Jr., Keith B. Giddens,
Kevin J. Mast and Robert S. Davis, and each of them, as true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to the Registration Statement, including this Amendment No. 1 to
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission and the National Association of Securities Dealers, granting unto
said attorneys-in-fact and agents, and each of them, 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 which said
attorneys-in-fact and agents or any of them, or their or his or her 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 and as of the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John M. Sterling, Jr.
--------------------------- Chairman of the Board of Directors; CEO February 14, 1997
John M. Sterling, Jr. (principal executive officer)
/s/ Keith B. Giddens
--------------------------- Director; President; Chief Operating Officer February 14, 1997
Keith B. Giddens
/s/ Robert S. Davis
--------------------------- Director; Vice President - Administration February 14, 1997
Robert S. Davis
--------------------------- Director February 14, 1997
Clarence B. Bauknight
--------------------------- Director February 14, 1997
Jacob H. Martin
--------------------------- Director February 14, 1997
Porter B. Rose
/s/ Buck Mickel
--------------------------- Director February 14, 1997
Buck Mickel
/s/ Tecumseh Hooper, Jr.
--------------------------- Director February 14, 1997
Tecumseh Hooper, Jr.
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
- ------- ----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation dated September 20,
1978: Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, Commission File No. 2-62723 (the
"1978 Registration Statement").
4.2 Articles of Amendment as filed with the Secretary of State of South
Carolina on June 5, 1984: Incorporated by reference to Item 6(a) of
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1984, Commission File No. 0-8909.
4.3 Articles of Amendment as filed with the Secretary of State of South
Carolina on December 27, 1985: Incorporated by reference to Current
Report on Form 8-K dated January 2, 1986, Commission File No. 0-8909.
4.4 Articles of Amendment as filed with the Secretary of State of South
Carolina on August 23, 1991: Incorporated herein by reference to
Quarterly Report on Form 10-Q for the quarter ended September 30,
1991, Commission File No. 0-8909.
4.5 Restated By-Laws: Incorporated by reference to Exhibit 3.2 of the 1978
Registration Statement.
4.6 Amendment to Bylaws: Incorporated by reference to Quarterly Report on
Form 10-Q for the quarter ended September 30, 1991, Commission File
No. 0-8909).
4.7 Articles of Amendment as filed with the Secretary of State of South
Carolina on May 26, 1989: Incorporated by reference to Exhibit 4.8 of
the Company's registration statement on Form S-8, Commission File No.
333-07923.
4.8 Articles of Amendment as filed with the Secretary of State of South
Carolina on June 14, 1995: Incorporated by reference to Exhibit 4.9
of the Company's registration statement on Form S-8, Commission File
No. 333-07923.
4.9 Articles of Amendment as filed with the Secretary of State of South
Carolina on April 19, 1996: Incorporated by reference to Exhibit 3.1
in the Quarterly Report on Form 10-Q for the quarter ended March 31,
1996, Commission File No. 0-8909.
4.10 Form of Warrant: Incorporated herein by reference to the Company's
Report on Form 10-K for the year ended December 31, 1985, File No.
0-8909.
5.1+ Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of the Company.
23.1+ Consent of Elliot, Davis & Company, L.L.P.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: contained in
Exhibit 5.1
24.1 Power of Attorney: contained on signature page.
99.1* Amended and Restated Employee Stock Purchase Plan
</TABLE>
+Previously filed
*Filed herewith.
<PAGE> 1
EXHIBIT 99.1
EMERGENT GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(As Amended and Restated as of February 14, 1997)
1. PURPOSE.
The purpose of the Emergent Group, Inc. Employee Stock Purchase Plan is
to provide employees of Emergent Group, Inc. and selected subsidiary
corporations within the meaning of Code Section 24(f) with an opportunity to
become owners of the Company through the purchase of shares of Common Stock of
the Company. The Company intends this Plan to qualify as an employee stock
purchase plan under Code Section 423. Accordingly, the provisions of the Plan
shall be construed in a manner consistent with the requirements of Code Section
423.
2. DEFINITIONS.
(a) "Code" means the Internal Revenue Code of 1986, as amended.
(b) "Company" means Emergent Group, Inc.
(c) "Common Stock" means the $.05 par value common stock of the
Company.
(d) "Compensation" means the regular compensation, including
overtime, bonuses and commissions that the Company or a Company Subsidiary pays
to an Employee during an Offering Period.
(e) "Committee" means the committee described in Paragraph 13.
(f) "Company Subsidiary" means each of the Company's Subsidiaries.
(g) "Employee" means any person who customarily works as a common law
employee for the Company or a Company Subsidiary for more than 20 hours per
week.
(h) "Offering Periods" means each successive six month period
beginning on January 1 and July 1. The first such period shall be the six-month
period from January 1, 1997 through June 30, 1997.
(i) "Participant" means an Employee who has completed an authorization
from under Paragraph 5 and elected to contribute to the Plan through payroll
deductions.
(j) "Plan" means the Emergent Group, Inc. Employee Stock Purchase
Plan.
(k) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time an
option is granted to a Participant under the Plan, each of the corporations
(other than the last corporation in the
<PAGE> 2
unbroken chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.
3. ELIGIBILITY.
An Employee whom the Company or a Company Subsidiary has employed
continuously for one year as of the first day of an Offering Period shall be
eligible to participate in the Plan for that Offering Period; provided, however,
that no purchases may be made under the Plan if such purchase would result in
the Employee's owning Common Stock possessing 5 percent or more of the total
combined voting power or value of the Company's outstanding stock. For purposes
of determining an individual's amount of stock ownership, any options to acquire
shares of Company Common Stock will be counted as shares of stock, and the
attribution rules of Section 424(d) of the Code shall apply.
4. OFFERING PERIOD.
The Committee will send to each new Employee upon fulfilling the
eligibility requirements of Paragraph 3 a notice advising the Employee of his or
her right to participate in the Plan for the ensuing Offering Period.
5. PARTICIPATION.
An Employee who meets the eligibility requirements of Paragraph 3 may
become a Participant for an Offering Period by completing an authorization
notice and delivering it to the Committee within a reasonable period of time
prior to the first day of such Offering Period, except that Employees who wish
to participate I the first offering period (January 1, 1997 to June 30, 1997)
must deliver such documents by February 1, 1997. All Participants receiving
options under the Plan shall have the same rights and privileges.
6. METHOD OF PAYMENT.
A Participant may contribute to the Plan through payroll deductions, as
follows:
(a) The Participant shall elect on an authorization notice to
have deductions made from his or her Compensation for each payroll period
during the Offering Period at a rate which shall be at least 1% but not
in excess of 15% of his or her Compensation.
(b) All payroll deductions shall be credited to the
Participant's account under the Plan. No interest or earnings shall
accrue on any payroll deductions credited to such accounts.
(c) Payroll deductions shall commence on the first payday
coinciding with or following the first day of each Offering Period and
shall end with the last payday
2
<PAGE> 3
preceding or coinciding with the end of that Offering Period, unless
the Participant sooner withdraws as authorized under Paragraph 10
below.
(d) A Participant may not alter the rate of payroll
deductions during the Offering Period.
7. GRANTING OF OPTION.
(a) On the first day of each Offering Period, a Participant shall
receive options to purchase a number of shares of Common Stock with funds
withheld from his or her Compensation. Such number of shares shall be
determined at the end of the Offering Period according to the following
procedure:
Step 1 -- Determine the amount the Company withheld from
Compensation since the beginning of the Offering
Period;
Step 2 -- Determine the amount which represents 85% of the
lower of fair market value of a share of Common Stock
on the (I) first day of the Offering Period, or (II)
the last day of the Offering Period; and
Step 3 -- Divide the amount determined in Step 1 by the amount
determined in Step 2 and round down the quotient to
the nearest whole number.
(b) For purposes of the immediately preceding Subparagraph (a),
the fair market value of a share of Common Stock as of each date described in
Step 2 shall be determined as follows: (i) if the Common Stock is traded on a
national securities exchange, the closing sale price on that date; (ii) if the
Common Stock is not traded on any such exchange, the closing sale price as
reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("Nasdaq") for such date; (iii) if no such closing sale price
information is available, the average of the closing bid and asked prices as
reported by Nasdaq for such date; or (iv) if there are no such closing bid and
asked prices, the average of the closing bid and asked prices as reported by
any other commercial service for such date. If any date described in Step 2 is
not a trading day, the fair market value of a share of Common Stock for such
date shall be determined by using the closing sale price or the average of the
closing bid and asked prices, as appropriate, for the immediately preceding
trading day.
(c) No Participant shall receive options:
(i) if, immediately after the grant, that Participant
would own shares, or old outstanding options to purchase shares, or
both, possessing 5% or more of the total combined voting power or
value of all classes of shares of the Company or any Subsidiaries; or
<PAGE> 4
(ii) which permits the Participant to purchase shares
under all employee stock purchase plans of the Company and any
Subsidiary with a fair market value (determined at the time the
options are granted) that exceeds $25,000 in any calendar year.
8. EXERCISE OF OPTION.
(a) Unless a Participant effects a timely withdrawal pursuant to
Paragraph 10 below, his or her option for the purchase of shares of Common
Stock during an Offering Period will be automatically exercised on the day
following the last day of that Offering Period for the purchase of the maximum
number of full shares which the sum of the payroll deductions credited to the
Participant's account during such Offering Period can purchase pursuant to the
formula specified in Paragraph 7(a) hereof.
(b) The disposition of any payroll deductions credited to a
Participant's account during the Offering Period which are not used for the
purchase of shares shall be as follows:
(i) If the Participant has elected to withdraw from the
Plan as of the end of the Offering Period, the Company shall
deliver the amount of the payroll deductions to the
Participant.
(ii) The amount of any excess payroll deductions shall be
applied to the purchase of shares in the immediately succeeding
Offering Period.
9. DELIVERY OF COMMON STOCK.
As soon as administratively feasible after the end of each Offering
Period, the Company shall deliver to each Participant or, in the alternative,
to a custodian that the Committee designates, the shares of Common Stock the
Participant purchased upon the exercise of the option. In the event of the
delivery of the shares to a custodian, the Participant may elect at any time
thereafter to take possession of the shares or to have the Committee deliver
the shares to any brokerage firm.
10. WITHDRAWAL FROM THE PLAN.
(a) A Participant will be deemed to have elected to participate in
each subsequent Offering Period following his or her initial election to
participate in the Plan, unless the Participant files a written withdrawal
notice with the Committee at least ten days prior to the beginning of the
Offering Period as of which the Participant desires to withdraw from the Plan.
(b) A Participant may withdraw all, but not less than all, payroll
deductions credited to his account for an Offering Period at any time during
such Offering Period by delivering a written notice to the Committee at least
ten days prior to the end of such Offering Period. A Participant who for any
reason, including retirement, termination of employment or death,
<PAGE> 5
ceases to be an Employee prior to the last day of any Offering Period will be
deemed to have withdrawn from the Plan as of the date of such cessation.
(c) Upon the withdrawal of a Participant from the Plan under the
terms of Subparagraph (b) above, his or her outstanding options under this Plan
shall immediately terminate.
(d) In the event a Participant withdraws from the Plan for any
reason, the Company will pay to the Participant all payroll deductions credited
to his or her account or, in the event of death, to the persons entitled
thereto under the terms of Paragraph 14, as soon as administratively feasible
after the date of such withdrawal and no further deductions will be made from
the Participant's Compensation.
(e) A Participant who has elected to withdraw from the Plan may
resume participation in the same manner and pursuant to the same rules as any
Employee making an initial election to participate in the Plan; provided,
however, that any Participant who is an officer or director of the Company or
any Subsidiary and who withdraws from the Plan for any reason shall not be
permitted to resume participation any earlier than the first day of an Offering
Period which is more than six months after the effective date of the withdrawal
or any earlier date that will permit transactions under the Plan to continue to
be exempt within the meaning of Rule 16b-3, as promulgated under the Securities
Exchange Act of 1934, as amended.
11. STOCK.
(a) The shares of Common Stock that the Company shall sell to
Participants under the Plan shall be shares of authorized but unissued Common
Stock. The maximum number of shares made available for sale under the Plan
shall be 200,000 (subject to adjustment upon changes in capitalization of the
Company as provided in Paragraph 16 below). If the total number of shares for
which options are to be exercised in accordance with Paragraph 8 exceeds the
number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares available in as nearly a uniform manner as shall
be practicable and as it shall determine to be equitable.
(b) A Participant will have no interest in shares covered by his
or her option until the Participant exercises the option.
(c) Shares that a Participant purchases under the Plan will be
registered in the name of the Participant, or if the Participant so directs by
written notice to the Committee prior to the last day of the Offering Period,
in the names of the Participant and one other person the Participant
designates, as joint tenants with rights of survivorship.
12. PARTICIPATION IN PLAN BY EMPLOYEES OF SUBSIDIARIES.
Employees of Company Subsidiaries shall be entitled to participate in
the Plan.
<PAGE> 6
13. ADMINISTRATION.
The compensation committee of the Board of Directors of the Company,
as such shall be constituted from time to time (the "Committee") shall
administer the Plan. The Committee shall be vested with full authority to
make, administer and interpret such rules and regulations as it deems
necessary to administer the Plan (including rules and regulations deemed
necessary in order to comply with the requirements of Section 423 of the Code).
Any determination or action of the Committee in connection with the
administration or interpretation of the Plan shall be final and binding upon
each Employee, Participant and all persons claiming under or through any
Employee or Participant.
14. DESIGNATION OF BENEFICIARY.
(a) A Participant may file with the Committee a written
designation of a beneficiary who is to receive any payroll deductions credited
with the Participant's account under the Plan or any shares of Common Stock
owed to the Participant under the Plan in the event of the Participant's death.
A Participant may change a beneficiary at any time by filing a notice in
writing with the Committee.
(b) Upon the death of a Participant and upon receipt by the
Committee of proof of the identity and existence of the Participant's
designated beneficiary, the Committee shall deliver such cash or shares, or
both, to the beneficiary. In the event a Participant dies and is not survived
by a beneficiary that the Participant designated in accordance with the
immediate preceding subparagraph (a), the Committee shall deliver such cash or
shares, or both, to the personal representative of the estate of the deceased
Participant. If, to the knowledge of the Committee, no personal representative
has been appointed within 90 days following the date of the Participant's
death, the Committee, in its discretion, may deliver such cash or shares, or
both, to the surviving spouse of the deceased Participant, or to any one or
more dependents or relatives of the deceased Participant, or if no spouse,
dependent or relative is known to the Committee, then to such other person as
the Committee may designate.
(c) No designated beneficiary shall acquire any interest in such
cash or shares prior to the death of the Participant.
15. TRANSFERABILITY.
A Participant may not assign, pledge or otherwise dispose of payroll
deductions credited to the Participant's account or any rights to exercise an
option or to receive shares of Common Stock under the Plan other than by will
or the laws of descent and distribution or pursuant to a qualified domestic
relations order, as defined in the Employee Retirement Income Security Act.
Any other attempted assignment, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
in accordance with Paragraph 10 above.
<PAGE> 7
16. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
In the event that the outstanding shares of Common Stock of the
Company are hereafter increased or decreased or changed into or exchanged for a
different number or kind of securities of the Company by reason of a
recapitalization, reclassification, stock split, combination of shares or
dividend payable in shares of Common Stock, the Committee shall make an
appropriate adjustment to the number and kind of shares available for the
granting of options, and as to which outstanding options shall be exercisable,
and to the option price, all in such a manner so as to preserve, but not
increase or decrease, the benefits to the Participant. No fractional shares
or options to purchase fractional shares shall be issued in making any such
adjustments. All adjustments the Committee makes shall be conclusive.
Subject to any required action by the shareholders, if the Company
shall be a party to any reorganization involving a merger, consolidation or
acquisition of the stock or the assets of the Company, the Committee in its
discretion (a) may declare the Plan's termination in the same manner as if the
Board of Directors had terminated the Plan pursuant to Paragraph 17 below, or
(b) may declare that any option shall apply to the securities of the resulting
corporation and each option to purchase one share of the Common Stock shall
entitle the Participant to purchase the same number of securities of the
resulting corporation as a holder of a share of Common Stock would be entitled
to receive for such share.
Any issue by the Company of any class of preferred stock, or
securities convertible into shares of common or preferred stock of any class
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to any option or the
option price except as this Paragraph 16 specifically provides. The grant of
an option pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, or to merge or to consolidate, or
to dissolve, liquidate, sell or transfer all or any part of its business or
assets.
17. AMENDMENT OR TERMINATION.
The Board of Directors of the Company may at any time terminate or
amend the Plan. Any amendment of the Plan that (i) materially increases the
benefits to Participants, (ii) materially increases the number of securities
that may be issued under the Plan, or (iii) materially modifies the eligibility
requirements for participation in the Plan shall be subject to approval of the
shareholders of the Company. The Company shall refund to each Participant the
amount of payroll deductions credited to his or her account as of the date of
termination as soon as administratively feasible following the effective date
of the termination.
18. NOTICES.
All notices or other communications by a Participant to the Committee
or the Company shall be deemed to have been duly given when the Secretary of
the Company receives them or
<PAGE> 8
when any other person the Company designates receives the notice or other
communication in the form the Company specifies.
19. NO CONTRACT.
This Plan shall not be deemed to constitute a contract between the
Company or any Subsidiary and any Employee or to be a consideration or an
inducement for the employment of any Employee. Nothing contained in this Plan
shall be deemed to give any Employee the right to be retained in the service of
the Company or any Subsidiary or to interfere with the right of the Company or
any Subsidiary to discharge any Employee at any time regardless of the effect
which such discharge shall have upon him or her or any options granted
hereunder.
20. APPROVAL OF SHAREHOLDERS
The Plan shall be submitted to the shareholders of the Company for
their approval within 12 months after the Board of Directors of the Company
adopts the Plan. The adoption of the Plan is conditioned upon the approval of
the shareholders of the Company, and failure to receive their approval shall
render the Plan and all outstanding options hereunder void and of no effect.
IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of this 14th day of February, 1997.
Emergent Group, Inc.
By: /s/ John M. Sterling, Jr.
-------------------------------------
Title: CEO
----------------------------------
[CORPORATE SEAL]
Attest: /s/ Robert S. Davis
-----------------------------
Title: Vice President-Adminsitration
------------------------------
