As filed with the Securities and Exchange Commission on July 10, 1998.
Registration No. __________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMERGENT GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
South Carolina 6162 57-0513287
- ---------------------------- --------------------------- -------------------
(State or other jurisdiction Primary Standard Industrial (I.R.S. Employer
of incorporation or organization ) Classification Code Number Identification No.)
</TABLE>
15 South Main Street, Suite 750
Greenville, South Carolina 29601
(864) 235-8056
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
EMERGENT GROUP, INC. 1995 EMPLOYEE
AND OFFICER STOCK OPTION 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
(864) 235-8056
(Name, address, including zip code, and 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)
<TABLE>
<CAPTION>
<S> <C>
CALCULATION OF REGISTRATION FEE
===============================================================================================================
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)
- ---------------------------------------------------------------------------------------------------------------
Common Stock........... 500,000 $5.31 $2,655,000 $783.23
===============================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), the average of the high and low sales prices
on July 9, 1998, as reported on the Nasdaq Stock Market, is used for
purposes of calculating the registration fee.
<PAGE>
Part I: Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.
The information contained in Emergent Group, Inc.'s registration
statement on Form S-8, Registration File No. 333-07923, filed with the
Securities and Exchange Commission on July 11, 1996 (the "1996 S-8"), is
incorporated herein by reference.
Not included in this Registration Statement but provided or to be
provided to the Plan participants pursuant to Rule 428(b) of the Securities Act
of 1933, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The information contained in the 1996 S-8 is incorporated herein by
reference. Effective May 27, 1997, the Emergent Group, Inc. 1995 Employee and
Officer Stock Option Plan was amended to increase the aggregate number of shares
issuable thereunder from 566,667 shares to 716,667 shares. Effective June 10,
1998, the Emergent Group, Inc. 1995 Employee and Officer Stock Option Plan was
amended to increase the aggregate number of shares issuable thereunder from
716,667 shares to 1,066,667 shares.
Part II: Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents or portions thereof are hereby incorporated by
reference:
Emergent Group, Inc.'s Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
Emergent Group, Inc.'s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
All other reports filed by Emergent Group, Inc. pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
since the end of Emergent Group, Inc.'s 1997 fiscal year.
The description of Emergent Group, Inc.'s common stock contained in the
registration statement on Form S-1 filed with the Securities and
Exchange Commission on April 9, 1996, Commission File No. 333-01393.
All documents subsequently filed by Emergent Group, Inc. pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which 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 part thereof from the date of filing of such
documents.
2
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The law firm of Wyche, Burgess, Freeman & Parham, P.A., located in
Greenville, South Carolina, is counsel to the registrant in connection with this
Registration Statement and has passed on certain aspects of the legality of the
common stock covered hereby. As of May 1, 1998, attorneys of Wyche, Burgess,
Freeman & Parham, P.A., beneficially owned in the aggregate approximately
415,000 shares of the registrant's common stock.
Item 6. Indemnification of Directors and Officers.
Reference is made to other sections in Chapter 8, Article 5 of Title 33
of the 1976 Code of Laws of South Carolina, as amended (the "South Carolina
Code"), which provides as follows:
Section 33-8-510. Authority to Indemnify.
(a) Except as provided in subsection (d), a corporation
may indemnify an individual made a party to a proceeding because
he is or was a director against liability incurred in the
proceeding if: (1) he conducted himself in good faith; and (2)
he reasonably believed: (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in
its best interest; and (ii) in all other cases, that his conduct
was at least not opposed to its best interest; and (3) in the
case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.
(b) A director's conduct with respect to an employee
benefit plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan
is conduct that satisfies the requirement of subsection
(a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under
this section: (1) in connection with a proceeding by or in the
right of the corporation in which the director was adjudged
liable to the corporation; or (2) in connection with any other
proceeding charging improper personal benefit to him, whether or
not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was
improperly received by him.
(e) Indemnification permitted under this section in
connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in
connection with the proceeding.
Section 33-8-520. Mandatory Indemnification. Unless
limited by its articles of incorporation, a corporation shall
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.
Section 33-8-530. Advance for Expenses. (a) A
corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding
3
<PAGE>
in advance of final disposition of the proceeding if: (1) the
director furnishes the corporation a written affirmation of his
good faith belief that he has met the standard of conduct
described in Section 33-8-510; (2) the director furnishes the
corporation a written undertaking, executed personally or on his
behalf, to repay the advance if it is ultimately determined that
he did not meet the standard of conduct; and (3) a determination
is made that the facts then known to those making the
determination would not preclude indemnification under this
subchapter.
(b) The undertaking required by subsection (a)(2) must
be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial
ability to make repayment.
(c) Determinations and authorizations of payments under
this section must be made in the manner specified in Section
33-8-550.
Section 33-8-540. Court-Ordered Indemnification. Unless
a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may
apply for indemnification to the court conducting the proceeding
or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court
considers necessary may order indemnification if it determines:
(1) the director is entitled to mandatory indemnification under
Section 33-8-520, in which case the court also shall order the
corporation to pay the director's reasonable expenses incurred
to obtain court-ordered indemnification; or (2) the director is
fairly and reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not he met the standard
of conduct set forth in Section 33-8-510 or was adjudged liable
as described in Section 33-8-510(d), but if he was adjudged so
liable his indemnification is limited to reasonable expenses
incurred.
Section 33-8-550. Determination and Authorization of
Indemnification. (a) A corporation may not indemnify a director
under Section 33-8-510 unless authorized in the specific case
after a determination has been made that indemnification of the
director is permissible in the circumstances because he has met
the standard of conduct set forth in Section 33-8-510.
(b) The determination must be made: (1) by the board of
directors by majority vote of a quorum consisting of directors
not at the time parties to the proceeding; (2) if a quorum
cannot be obtained under subdivision (1), by majority vote of a
committee duly designated by the board of directors (in which
designation directors who are parties may participate),
consisting solely of two or more directors not at the time
parties to the proceeding; (3) by special legal counsel: (i)
selected by the board of directors or its committee in the
manner prescribed in item (1) or (2); or (ii) if a quorum of the
board of directors cannot be obtained under subdivision (1) and
a committee cannot be designated under subdivision (2), selected
by majority vote of the full board of directors (in which
selection directors who are parties may participate); or (4) by
the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may
not be voted on the determination.
(c) Authorization of indemnification and evaluation as
to reasonableness of expenses must be made in the same manner as
the determination that indemnification is permissible, except
that, if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to the
reasonableness of expenses must be made by those entitled under
subsection (b)(3) to select counsel.
4
<PAGE>
Section 33-8-560. Indemnification of officers,
employees, and agents. Unless a corporation's articles of
incorporation provide otherwise: (1) an officer of the
corporation who is not a director is entitled to mandatory
indemnification under Section 33-8-520, and is entitled to apply
for court-ordered indemnification under Section 33-8-540, in
each case to the same extent as a director; (2) the corporation
may indemnify and advance expenses under this subchapter to an
officer, employee, or agent of the corporation who is not a
director to the same extent as to a director; and (3) a
corporation also may indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent,
consistent with public policy that may be provided by its
articles of incorporation, bylaws, general or specific action of
its board of directors, or contract.
Section 33-8-570. Insurance. A corporation may purchase
and maintain insurance on behalf of an individual who is or was
a director, officer, employee, or agent of the corporation, or
who while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer,
employee, or agent, whether or not the corporation would have
power to indemnify him against the same liability under Section
33-8-510 or 33-8-520.
Chapter 8, Article 5 of the South Carolina Code also permits a
corporation to purchase and maintain insurance on behalf of a person who is or
was an officer or director. The Company maintains directors' and officers'
liability insurance.
The Company's Bylaws provide that the Company shall, to the
fullest extent permitted by Section 33-13-180 of the South Carolina Code from
time to time, indemnify all persons whom it may indemnify pursuant thereto. The
Company's Bylaws further provide that the Company may purchase insurance to
effect such indemnification.
Reference is made to Chapter 2 of Title 33 of the 1976 Code of
Laws of South Carolina, as amended, respecting the limitation in a corporation's
articles of incorporation of the personal liability of a director for breach of
the director's fiduciary duty. Reference is made to the Company's Articles of
Amendment filed with the South Carolina Secretary of State on May 26, 1989 which
state:
A director of the corporation shall not be personally liable to
the corporation or any of its shareholders for monetary damages
for breach of fiduciary duty as a director, provided that this
provision shall not be deemed to eliminate or limit the
liability of a director (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) for
acts or omissions not in good faith or which involve gross
negligence, intentional misconduct, or a knowing violation of
law; (iii) imposed under Section 33-8-330 of the [South Carolina
Business Corporation Act of 1988] (improper distribution to
shareholder), or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
5
<PAGE>
Item 8. Exhibits.
Exhibit
4.1 Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1998.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2
of the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of the Company.
24.1 Consent of Wyche, Burgess, Freeman & Parham, P.A.: contained in Exhibit
5.1.
24.2 Consent of KPMG Peat Marwick.
24.3 Consent of Elliott, Davis & Company, LLP.
25.1 Power of Attorney: contained on signature page.
99.1 The Emergent Group, Inc. 1995 Officer and Employee Stock Option Plan.
Incorporated by reference to the Company's Proxy Statement filed with
the Securities and Exchange Commission on April 19, 1995.
99.2 Amendment No. 1 to the Emergent Group, Inc. 1995 Officer and Employee
Stock Option Plan.
99.3 Amendment No. 2 to the Emergent Group, Inc. 1995 Officer and Employee
Stock Option Plan.
Item 9: Undertakings
(a) 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;
6
<PAGE>
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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
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.
(b) 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.
(c) 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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
7
<PAGE>
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 Greenville, State of South Carolina, as of July 9,
1998.
EMERGENT GROUP, INC.
By: /s/ John M. Sterling, Jr.
-------------------------
John M. Sterling, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Sterling, Jr. and Kevin J. Mast,
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 pre-effective and post-effective 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 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:
Signature Title Date
- --------- ----- ----
/s/ John M. Sterling, Jr. Chairman of the Board of Directors; July 9, 1998
- --------------------------- CEO (principal executive officer)
John M. Sterling, Jr.
/s/ Keith B. Giddens Director; President; Chief Operating July 9, 1998
- --------------------------- Officer
Keith B. Giddens
/s/ Kevin J. Mast Chief Financial Officer July 9, 1998
- -------------------------- (principal financial and accounting
Kevin J. Mast officer)
/s/ Clarence B. Bauknight Director July 9, 1998
- --------------------------
Clarence B. Bauknight
/s/ Porter B. Rose Director July 9, 1998
- ----------------------------
Porter B. Rose
/s/ Buck Mickel Director July 9, 1998
- ---------------------------
Buck Mickel
<PAGE>
/s/ Tecumseh Hooper, Jr. Director July 9, 1998
- ------------------------
Tecumseh Hooper, Jr.
/s/ J. Robert Philpott, Jr. Director July 9, 1998
- ----------------------------
J. Robert Philpott, Jr.
/s/ Larry G. Blackwell Director July 9, 1998
- -----------------------------
Larry G. Blackwell
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Amended and Restated Articles of Incorporation. Incorporated by
reference to Exhibit 3.1 of the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998.
4.2 Amended and Restated Bylaws. Incorporated by reference to Exhibit 3.2
of the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of the Company.
24.1 Consent of Wyche, Burgess, Freeman & Parham, P.A.: contained in
Exhibit 5.1.
24.2 Consent of KPMG Peat Marwick.
24.3 Consent of Elliott, Davis & Company, LLP.
25.1 Power of Attorney: contained on signature page.
99.1 The Emergent Group, Inc. 1995 Officer and Employee Stock Option Plan.
Incorporated by reference to the Company's Proxy Statement filed
with the Securities and Exchange Commission on April 19, 1995.
99.2 Amendment No. 1 to the Emergent Group, Inc. 1995 Officer and Employee
Stock Option Plan.
99.3 Amendment No. 2 to the Emergent Group, Inc. 1995 Officer and Employee
Stock Option Plan.
Exhibit 5.1
[Wyche, Burgess, Freeman & Parham, P.A. letterhead]
July 9, 1998
Emergent Group, Inc.
15 South Main Street, Suite 750
Greenville, South Carolina 29601
RE: Issuance of Common Stock in connection with the 1995 Employee
and Officer Stock Option Plan (the "Plan")
Ladies and Gentlemen:
You have asked us to render certain opinions with respect to the
additional 500,000 shares of common stock, par value $0.05 per share, (the
"Common Stock") of Emergent Group, Inc. (the "Company") to be issued in
connection with the Plan, which issuance is being registered with the Securities
and Exchange Commission under Registration Statement on Form S-8 filed on or
about July 10, 1998 pursuant to the Securities Act of 1933, as amended (the
"Registration Statement").
We have examined the Company's Articles of Incorporation, as amended,
and the Company's Bylaws, as amended, and reviewed the records of the Company's
corporate proceedings. We have made such investigation of law as we have deemed
necessary in order to enable us to render this opinion. With respect to matters
of fact, we have relied upon information provided to us by the Company and have
made no further investigation. With respect to all examined documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified, conformed or photostatic copies and the
accuracy and completeness of the information contained therein.
Based on and subject to the foregoing and subject to the comments,
limitations and qualifications set forth below, we are of the opinion that the
shares of Common Stock to be sold as contemplated in the Registration Statement
will, when sold pursuant to the terms of the Plan, be legally and validly issued
and fully paid and non-assessable.
The foregoing opinion is limited to matters governed by the laws of
the State of South Carolina in force on the date of this letter. We express no
opinion with regard to any matter which may be (or purports to be) governed by
the laws of any other state or jurisdiction. In addition, we express no opinion
with respect to any matter arising under or governed by the South Carolina
Uniform Securities Act, as amended, or any law respecting disclosure.
This opinion is rendered as of the date of this letter and applies
only to the matters specifically covered by this opinion, and we disclaim any
continuing responsibility for matters occurring after the date of this letter.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Yours truly,
/s/
Wyche, Burgess, Freeman & Parham, P.A.
Exhibit 24.2
[KPMG Peat Marwick LLP letterhead]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Emergent Group, Inc.
We consent to the use of our report dated February 27, 1998 related to the
audits of the consolidated balance sheets of Emergent Group, Inc. and
subsidiaries (the "Company") as of December 31, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity, and cash flows for the
years then ended incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina KPMG Peat Marwick LLP
July 10, 1998
Exhibit 24.3
[ELLIOTT, DAVIS & COMPANY, LLP LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Emergent Group, Inc.
Greenville, South Carolina
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 filed with respect to the 1995 Employee and Officer Stock
Option Plan of our report on the financial statements for the year ended
December 31, 1995, dated January 31, 1996, with respect to the consolidated
financial statements of Emergent Group, Inc. included in the Annual Report (Form
10-K) for the year ended December 31, 1997.
Greenville, South Carolina
May 22, 1998
Exhibit 99.2
AMENDMENT NO. 1 TO THE EMERGENT GROUP, INC.
1995 EMPLOYEE AND OFFICER STOCK OPTION PLAN
The Emergent Group, Inc. 1995 Employee and Officer Stock Option Plan
(the "Plan") is hereby amended to increase the total number of shares issuable
hereunder from 566,667 shares to 716,667 shares.
In all other respects the Plan shall remain unchanged.
IN WITNESS WHEREOF, Emergent Group, Inc. has caused this Amendment to
be executed by its fully designated officers and its corporate seal to be
affixed hereto effective as of the 27th day of May, 1997.
EMERGENT GROUP, INC.
By: /s/ John M. Sterling, Jr.
--------------------------
John M. Sterling, Jr.
Attest:
By: /s/ C. Thomas Wyche
--------------------------------
C. Thomas Wyche, Secretary
Exhibit 99.3
AMENDMENT NO. 2 TO THE EMERGENT GROUP, INC.
1995 EMPLOYEE AND OFFICER STOCK OPTION PLAN
The Emergent Group, Inc. 1995 Employee and Officer Stock Option Plan
(the "Plan") is hereby amended to increase the total number of shares issuable
hereunder from 716,667 shares to 1,066,667 shares.
In all other respects the Plan shall remain unchanged.
IN WITNESS WHEREOF, Emergent Group, Inc. has caused this Amendment to
be executed by its fully designated officers and its corporate seal to be
affixed hereto effective as of the 10th day of June, 1998.
EMERGENT GROUP, INC.
By: /s/ John M. Sterling, Jr.
--------------------------
John M. Sterling, Jr.
Attest:
By: /s/ C. Thomas Wyche
--------------------------------
C. Thomas Wyche, Secretary
