As filed with the Securities and Exchange Commission on October 30, 1998.
Registration File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PALMETTO BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 74-2235055
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
301 Hillcrest Drive
Laurens, South Carolina
29360
-------------------------------------------------------------
(Address, Including Zip Code, of Principal Executive Offices)
PALMETTO BANCSHARES, INC. 1997 STOCK COMPENSATION PLAN
(Full Title of the Plan)
L. Leon Patterson, Chairman & CEO
Palmetto Bancshares, Inc.
Post Office Box 49
301 Hillcrest Drive
Laurens, South Carolina 29360
(864) 984-4551
- --------------------------------------------------------------------------------
(Name, address, and telephone number, including area code, of agent for service)
Copies to:
Lisa K. Smith
Palmetto Bancshares, Inc. Andrew B. Coburn, Esq.
Post Office Box 49 Wyche, Burgess, Freeman & Parham, P.A.
301 Hillcrest Drive Post Office Box 728
Laurens, South Carolina 29360 Greenville, South Carolina 29602-0728
(864) 984-4551 (864) 242-8200
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price (1) Registration Fee(1)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 175,000 shares $35.00 $6,125,000.00 $1,702.75
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1)Pursuant to Rule 457(h) and 457(c), the most recent sale of Company shares
(October 19, 1998 at $35.00 per share) is used for purposes of calculating the
registration fee. There are no bid and asked prices available with respect to
outstanding Company Common Stock.
The Exhibit Index is on page 9 of this Registration Statement.
<PAGE>
PART I:
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not included in this registration statement (the "Registration Statement")
but provided or to be provided to participants in the Palmetto Bancshares, Inc.
(the "Company") 1997 Stock Compensation Plan (the "Plan") pursuant to Rule
428(b) of the Securities Act of 1993, as amended (the "Securities Act").
Item 2. Registrant Information and Employee Plan Annual Information.
Not included in this Registration Statement but provided or to be provided
to Plan participants pursuant to Rule 428(b) of the Securities Act.
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:
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (Commission File No. 0-26016).
All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of the
Company's 1997 fiscal year.
The description of the Company's common stock contained in the
registrant's Form 8-A filed with the Securities and Exchange Commission on
or about April 30, 1995, including any amendments thereto or reports filed
for the purpose of updating such description (Commission File No.
0-26016).
All documents subsequently filed by the Company 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. Any statement contained herein, or in a previously-filed document
incorporated herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein, or in any
other previously-filed document which also is incorporated by reference herein,
is modified or superseded by a statement in a subsequently-filed document. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
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. James M. Shoemaker, Jr., Esq., a member of Wyche,
Burgess, Freeman & Parham, P.A., is a Director of Palmetto Bancshares, Inc. and
owns at the filing of this Registration Statement 6,600 shares of common stock
of the registrant. Mr. Shoemaker also owns options to purchase 2,500 shares of
common stock of the registrant at fair market value. Except for the shares owned
by Mr. Shoemaker, attorneys in the firm of Wyche, Burgess, Freeman & Parham,
P.A. do not beneficially own any shares of common stock of the registrant.
KPMG Peat Marwick, LLP serves as independent auditor for the Company and
has no other relationship with the Company.
Item 6. Indemnification of Directors and Officers.
The Company's Articles of Incorporation provide that a director of the
Company shall not be personally liable to the Company or any of its shareholders
for monetary damages for breach of fiduciary duty as a director, provided that a
director's liability shall not be eliminated or limited with respect to (i) any
breach of the director's duty of loyalty to the Company or its stockholders;
(ii) acts or omissions not in good faith or which involve gross negligence,
intentional misconduct, or a knowing violation of laws; (iii) liability imposed
under Section 33-8-330 of the South Carolina Business Corporation Act of 1988
(relating to improper distributions to shareholders); or (iv) liability for any
transaction from which the director derived an improper personal benefit.
Section 5.1 of the Company's Bylaws provide that subject to certain
procedures and limitations, the Company shall indemnify an individual made party
to a proceeding because he is or was a director of the Company if such
indemnification is permitted by law and the individual demonstrates that he
acted in good faith and reasonably believed (i) that any conduct in his official
capacity was in the Company's best interests, (ii) that any other conduct was,
at a minimum, not opposed to the Company's best interests, and (iii) that in the
case of any criminal conduct, he had no reasonable cause to believe that the
conduct was unlawful. The Company may not indemnify such an individual with
respect to a proceeding in which he was adjudged liable to the Company or liable
for receiving an improper personal benefit. Furthermore, indemnification in
connection with a derivative action is limited to reasonable expenses incurred
by the individual. Section 5.3 of the Company's Bylaws provides that the Board
of Directors may indemnify any officer, employee or agent of the Company who is
not a director to the extent consistent with public policy.
In addition, Section 33-8-520 of the South Carolina Business Corporation
Act (the "Act") provides that unless limited by its articles of incorporation, a
corporation must indemnify a director who was wholly successful in the defense
of any proceeding to which the director was a party because he was or is a
director of the corporation. Under Section 33-8-540 of the Act, a court has the
discretion to order indemnification if the director is "fairly and reasonably
entitled to indemnification in view of all the relevant circumstances" unless
the corporation's articles of incorporation provide otherwise. Section 33-8-560
gives corporate officers the same indemnification rights provided to directors
under Sections 33-8-520
3
<PAGE>
and 33-8-540. The Company's Articles of Incorporation do not limit a director or
officer's ability to obtain indemnification pursuant to Section 33-8-520 or
Section 33-8-540.
Furthermore, Section 14 of the Plan, entitled "Indemnification of Board or
Committee," provides that, in addition to rights of indemnification they may
have as members of the Board, the members of the Board or Committee shall, to
the fullest extent permitted by law, be indemnified by the Company against the
reasonable expenses, including attorney's fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, and against all amounts paid by them in
settlement thereof (provided the settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such Board
member or Committee member is liable for gross negligence or misconduct in the
performance of his duties; provided that within 60 days after institution of any
such action, suit or proceeding the Board member or Committee member shall in
writing offer the Company the opportunity, at its own expense, to handle and
defend the same.
Policies of insurance are maintained by the Company under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such officers or directors.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1.1 Articles of Incorporation filed on May 13, 1982 in the office of the
Secretary of State of South Carolina: Incorporated by reference to
Exhibit 3 to the Company's Registration Statement on Form S-4, No.
33-19367, filed with the Securities and Exchange Commission on
December 30, 1987.
4.1.2. Articles of Amendment filed on May 5, 1988 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.2 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.1.3 Articles of Amendment filed on January 26, 1989 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.3 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.1.4 Articles of Amendment filed on April 23, 1990 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.4 to the Company's Registration Statement on
4
<PAGE>
Form S-8, Commission File No. 33-51212, filed with the Securities and
Exchange Commission on August 20, 1992.
4.1.5 Articles of Amendment filed on October 16, 1996 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 3.1.5 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996.
4.2.1 By-Laws adopted April 10, 1990. Incorporated by reference to Exhibit
3.2.1 to the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 31, 1997.
4.2.2 Amendment to By-Laws dated April 12, 1994. Incorporated by reference
to Exhibit 3.2.2 to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 1997.
4.3 Specimen Company common stock certificate. Incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.4 Palmetto Bancshares, Inc. 1997 Stock Compensation Plan, as amended to
date. Incorporated by reference to the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 23,
1998.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A.
23.1 Consent of KPMG Peat Marwick, LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.. Contained in
Exhibit 5.1.
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. 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
5
<PAGE>
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.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form 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 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 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.
(h) 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.
6
<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 Laurens, State of South Carolina, as of October 13,
1998.
Palmetto Bancshares, Inc.
By: /s/ L. Leon Patterson
-----------------------------------------
L. Leon Patterson
Chairman and Chief Executive Officer
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/ L. Leon Patterson Chairman of the Board and October 13, 1998
- ---------------------------- Chief Executive Officer
L. Leon Patterson
/s/ Paul W. Stringer President, Chief Operating Officer, Director October 13, 1998
- ----------------------------- and Principal Financial Officer
Paul W. Stringer
/s/ James A. Cannon Director October 13, 1998
- -----------------------------
James A. Cannon
/s/ W. Fred Davis, Jr. Director October 13, 1998
- -----------------------------
W. Fred Davis, Jr.
/s/ David P. George, Jr. Director October 13, 1998
- ------------------------------
David P. George, Jr.
/s/ Michael D. Glenn Director October 13, 1998
- ------------------------------
Michael D. Glenn
/s/ John T. Gramling, II Director October 13, 1998
- ------------------------------
John T. Gramling, II
/s/ William S. Moore Director October 13, 1998
- ------------------------------
William S. Moore
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James M. Shoemaker, Jr. Director October 13, 1998
- -------------------------------
James M. Shoemaker, Jr.
/s/ Edward K. Snead Director October 13, 1998
- -------------------------------
Edward K. Snead
/s/ Ann B. Smith Director October 13, 1998
- -------------------------------
Ann B. Smith
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
No. Exhibit Page
- --- ------- ----
<S> <C>
4.1.1 Articles of Incorporation filed on May 13, 1982 in the office of the
Secretary of State of South Carolina: Incorporated by reference to
Exhibit 3 to the Company's Registration Statement on Form S-4, No.
33-19367, filed with the Securities and Exchange Commission on
December 30, 1987.
4.1.2. Articles of Amendment filed on May 5, 1988 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.2 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.1.3 Articles of Amendment filed on January 26, 1989 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.3 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.1.4 Articles of Amendment filed on April 23, 1990 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 4.1.4 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.1.5 Articles of Amendment filed on October 16, 1996 in the office of the
Secretary of State of South Carolina. Incorporated by reference to
Exhibit 3.1.5 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended September 30, 1996.
4.2.1 By-Laws adopted April 10, 1990. Incorporated by reference to Exhibit
3.2.1 to the Company's Annual Report on Form 10-K, filed with the
Securities and Exchange Commission on March 31, 1997.
4.2.2 Amendment to By-Laws dated April 12, 1994. Incorporated by reference
to Exhibit 3.2.2 to the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 1997.
4.3 Specimen Company common stock certificate. Incorporated by reference
to Exhibit 4.3 to the Company's Registration Statement on Form S-8,
Commission File No. 33-51212, filed with the Securities and Exchange
Commission on August 20, 1992.
4.4 Palmetto Bancshares, Inc. 1997 Stock Compensation Plan, as amended to
date. Incorporated by reference to the Company's Annual Report on Form
10-K, filed with the Securities and Exchange Commission on March 23,
1998.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. 10
23.1 Consent of KPMG Peat Marwick, LLP. 12
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.. Contained in
Exhibit 5.1.
</TABLE>
9
Exhibit 5.1
[Wyche, Burgess, Freeman & Parham letterhead]
October 30, 1998
Palmetto Bancshares, Inc.
301 Hillcrest Drive
Post Office Box 49
Laurens, South Carolina 29360
RE: Registration Statement on Form S-8
Palmetto Bancshares, Inc. 1997 Stock Compensation Plan
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 175,000
shares, par value $5.00 per share, of common stock of Palmetto Bancshares, Inc.,
a South Carolina corporation (the "Company"), that will be registered with the
Securities and Exchange Commission by the above-referenced Registration
Statement on Form S-8 pursuant to the Securities Act of 1933, as amended, in
connection with the Palmetto Bancshares, Inc. 1997 Stock Compensation Plan (the
"Plan"). We have examined the Company's Articles of Incorporation, and all
amendments thereto, the Company's By-Laws, as amended, and reviewed the records
of the Company's corporate proceedings. We have made such other investigation of
law and fact 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 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 copies and the accuracy
and completeness of the information contained therein.
Based on the foregoing and subject to the comments, limitations and
qualifications set forth below, we are of the opinion that upon satisfaction of
the vesting and other conditions set forth in the Plan and in the applicable
stock option agreement or letter, shares of the Company's common stock covered
by the above-referenced Registration Statement that are issued after the date
hereof under and in compliance with the terms of the Plan will be legally
issued, fully paid and non-assessable.
10
<PAGE>
This 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 which 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.
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.
This opinion is rendered solely for your benefit in connection with the
Registration Statement on Form S-8 respecting shares of the Company's common
stock to be issued under the Plan and may not be relied upon, quoted or used by
any other person or entity or for any other purpose without our prior written
consent.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 respecting shares of the Company's common stock to be
issued under the Plan.
Very Truly Yours,
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
By: /s/ Andrew B. Coburn
-----------------------------------
Andrew B. Coburn
11
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Palmetto Bancshares, Inc. and subsidiary
Laurens, South Carolina
We consent to the use of our report dated February 20, 1998, relating to the
audit of Palmetto Bancshares, Inc. and subsidiaries as of December 31, 1997
and 1996, and for each of the years in the three-year period ended December
31, 1997, which report appears in the December 31, 1997, annual report on
Form 10-K of Palmetto Bancshares, Inc. and subsidiaries, incorporated by
reference in the registration statement on Form S-8 of Palmetto Bancshares,
Inc., dated October 30, 1998, to register shares of common stock which will
be issued pursuant to the Palmetto Bancshares, Inc. 1997 Stock Compensation
Plan.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
October 30, 1998
