<PAGE> 1
As filed with the Securities and Exchange Commission on January 29, 1999.
File No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
REGISTRATION STATEMENT
ON
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
FIRST CHARTER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA 56-1355866
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
22 UNION STREET NORTH
CONCORD, NORTH CAROLINA 28025
(704) 786-3300
(Address, including zip code, and telephone number of Principal Executive
Offices)
HFNC FINANCIAL CORP. STOCK OPTION PLAN
(Full Title of the Plan)
LAWRENCE M. KIMBROUGH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
FIRST CHARTER CORPORATION
22 UNION STREET NORTH
CONCORD, NORTH CAROLINA 28025
(704) 786-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
FRANK M. CONNER III
ALSTON & BIRD LLP
601 PENNSYLVANIA AVENUE, N.W.
NORTH BUILDING, 11TH FLOOR
WASHINGTON, D.C. 20004
TELEPHONE: (202) 756-3303
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of Securities To Be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share (1) Offering Price (1) Registration Fee (1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 886,231 shares $17.875 $15,841,379 $4,404
===================================================================================================================================
</TABLE>
(1) This Registration Statement on Form S-8 filed by First Charter
Corporation (the "Registrant") relates to 886,231 shares of the Registrant's
common stock, of which 880,935 shares were previously registered on the
Registrant's Registration Statement on Form S-4 (File No. 333-60449). As a
result, the Registrant is delivering a filing fee in the amount of $26.32 for
the additional 5,296 shares being registered herein, which is computed pursuant
to Rule 457 under the Securities Act of 1933, as amended.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting Part I of this Registration Statement will be
sent or given to optionees, as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"). Upon written or oral request,
the Company will provide, without charge, the documents incorporated by
reference in Item 3 of Part II of this Registration Statement. The documents are
incorporated by reference in the Section 10(a) prospectus. The Company will also
provide, without charge, upon written or oral request, other documents required
to be delivered to employees pursuant to Rule 428(b). Requests for the above
mentioned information, should be directed to James W. Townsend, Jr., Corporate
Secretary, at First Charter Corporation, 22 Union Street North, Concord, North
Carolina 28025; telephone number (704) 786-3300.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998.
(3) The Registrant's Current Reports on Form 8-K dated April 15, 1998,
May 28, 1998 (as amended on Form 8-K/A-1, filed on August 4, 1998, Form 8-K/A-2,
filed on September 10, 1998, and Form 8-K/A-3, filed on October 1, 1998), July
10, 1998, July 17, 1998, October 1, 1998, October 23, 1998, December 2, 1998,
January 11, 1999 (which includes restated supplemental consolidated financial
statements of the Registrant, giving effect to the Registrant's merger with
HFNC Financial Corp.), and January 15, 1999.
(4) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1997.
(5) The description of Common Stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All other documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act 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 herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent that a
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statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the provisions of the North Carolina Business
Corporation Act (the "NCBCA"), the Registrant's Amended and Restated Articles of
Incorporation (the "Registrant's Articles") and the Registrant's Bylaws provide
that, in addition to the indemnification of directors and officers otherwise
provided by the North Carolina Business Corporation Act (the "NCBCA"), the
Registrant shall, under certain circumstances, indemnify its directors,
executive officers and certain other designated officers against any and all
liability and expenses, including reasonable attorneys' fees, in any proceeding
(including without limitation a proceeding brought by or on behalf of the
Registrant itself) arising out of their status or activities as directors and
officers, except for liability or litigation expense incurred on account of
activities of such person which at the time taken were known or believed by such
person to be clearly in conflict with the best interests of the Registrant. The
Registrant's Bylaws further provide that the Registrant shall also indemnify
such person for reasonable costs, expenses and attorneys' fees incurred in
connection with the enforcement of the rights to indemnification granted in the
Bylaws, if it is determined in accordance with the procedures set forth in the
Bylaws that such person is entitled to indemnification thereunder. Pursuant to
such bylaw and as authorized by statute, the Registrant maintains insurance on
behalf of its directors and officers against liability asserted against such
persons in such capacity whether or not such directors or officers have the
right to indemnification pursuant to the bylaw or otherwise. In addition, the
Registrant's Articles prevent the recovery by the Registrant or any of its
shareholders of monetary damages against its directors to the fullest extent
permitted by the NCBCA.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the NCBCA contain provisions prescribing the extent to which
directors and officers shall or may be indemnified. Section 55-8-51 of the NCBCA
permits a corporation, with certain exceptions, to indemnify a current or former
director against liability if (i) he conducted himself in good faith, (ii) he
reasonably believed (x) in the case of conduct in his official capacity with the
corporation, that his conduct was in the best interests of the corporation
and(y) in all other cases his conduct was at least not opposed to the
corporation's best interests, and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. A corporation
may not indemnify a director in connection with a proceeding by or in the right
of the corporation in which the director was adjudged liable to the corporation
or in connection with a proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he was
adjudged liable on basis that personal benefit was improperly received by him.
The above standard of conduct is determined by the Board of Directors or a
committee thereof or special legal counsel or the shareholders as prescribed in
Section 55-8-55.
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Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which he was
a party because of his capacity as a director or officer against reasonable
expenses when he is wholly successful, on the merits or otherwise, in his
defense, unless the articles of incorporation provide otherwise. Upon
application, the court may order indemnification of the director or officer if
the court determines that he is entitled to mandatory indemnification under
Section 55-8-52, in which case the court shall also order the corporation to pay
the reasonable expenses incurred to obtain court-ordered indemnification or if
he is adjudged fairly and reasonably so entitled in view of all relevant
circumstances under Section 55-8-54. Section 55-8-56 allows a corporation to
indemnify and advance expenses to an officer, employee or agent who is not a
director to the same extent, consistent with public policy, as a director or as
otherwise set forth in the Corporation's articles of incorporation or bylaws or
by resolution of the Board of Directors or contact.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on the signature page contained in Part II hereof)
</TABLE>
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;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in this 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
being 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 Exchange
Act) that is incorporated by reference in this 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 Registrant's Articles of
Incorporation, Bylaws or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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<PAGE> 6
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 Concord, State of North Carolina, on January 27,
1999.
FIRST CHARTER CORPORATION
(Registrant)
By: /s/ LAWRENCE M. KIMBROUGH
------------------------------
Lawrence M. Kimbrough
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of First Charter Corporation, a North Carolina corporation, for such
person and not for one another, does hereby constitute and appoint Lawrence M.
Kimbrough and Robert O. Bratton, and each of them, a true and lawful attorney in
such person's name, place and stead, in any and all capacities, to sign such
person's name to any and all amendments, including post-effective amendments, to
this Registration Statement, and to sign a Registration Statement pursuant to
Section 462(b) of the Securities Act of 1933, and to cause the same (together
with all Exhibits thereto) to be filed with the Securities and Exchange
Commission, granting unto said attorneys and each of them full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for such person hereby
ratifies and confirms all that said attorneys or any one of them shall 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 on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/
- ---------------------------- President, Chief Executive Officer January 27, 1999
Lawrence M. Kimbrough and Director
(Principal Executive Officer)
/s/
- ---------------------------- Executive Vice President January 27, 1999
Robert O. Bratton Chief Operating Officer, and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/
- ---------------------------- Director January 27, 1999
William R. Black
</TABLE>
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<TABLE>
<S> <C> <C>
/s/
- ---------------------------- Director January 27, 1999
Ray W. Bradley, Jr.
/s/
- ---------------------------- Director January 27, 1999
Michael R. Coltrane
/s/
- ---------------------------- Director January 27, 1999
J. Roy Davis, Jr.
/s/
- ---------------------------- Director January 27, 1999
T. Carl Dedmon
/s/
- ---------------------------- Director January 27, 1999
John J. Godbold, Jr.
/s/
- ---------------------------- Director January 27, 1999
H. Clark Goodwin
/s/
- ---------------------------- Director January 27, 1999
Charles F. Harry, III
/s/
- ---------------------------- Director January 27, 1999
Frank H. Hawfield, Jr.
/s/
- ---------------------------- Director January 27, 1999
J. Knox Hillman, Jr.
/s/
- ---------------------------- Director January 27, 1999
Joe M. Logan
/s/
- ---------------------------- Director January 27, 1999
John M. McCaskill
- ---------------------------- Director ____________, 1999
Jerry E. McGee
/s/
- ---------------------------- Director January 27, 1999
Hugh H. Morrison
/s/
- ---------------------------- Director January 27, 1999
Thomas R. Revels
/s/
- ---------------------------- Director January 27, 1999
W. E. Royal
</TABLE>
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<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on the signature page contained in Part II hereof)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[Letterhead of Alston & Bird LLP]
January 29, 1999
First Charter Corporation
22 Union Street North
Concord, North Carolina 28025
Re: Form S-8 Registration Statement
HNFC Financial Corp. Stock Option Plan
Ladies and Gentlemen:
The undersigned has acted as special counsel for First Charter
Corporation, a North Carolina corporation (the "Company"), in connection with
the above-referenced Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and covering 886,231
shares of the Company's common stock, no par value per share ("Company Stock"),
that may be issued pursuant to the HNFC Financial Corp. Stock Option Plan (the
"Plan"). In connection therewith, we have examined originals or copies of
corporate records, certificates of public officials and of officers of the
Company and other instruments as we have deemed relevant and necessary for the
opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that the 886,231 shares
of Company Stock to be issued pursuant to the options, when issued accordance
with the terms and conditions of the Plan, will be legally and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing therein.
Sincerely,
ALSTON & BIRD LLP
By: /s/ FRANK M. CONNER III
-----------------------------
A Partner
<PAGE> 1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
First Charter Corporation
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of First Charter Corporation of our reports dated January 23, 1998,
relating to the consolidated balance sheets of First Charter Corporation and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1997, which report appears in First
Charter Corporation's Annual Report on Form 10-K, which is incorporated by
reference in this registration statement, and dated December 18, 1998, relating
to the supplemental consolidated balance sheets of First Charter Corporation and
subsidiaries as of December 31, 1997 and 1996, and the related supplemental
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three-year period ended December 31, 1997, which report
appears in First Charter Corporation's Current Report on Form 8-K filed January
11, 1999, which is incorporated by reference in this registration statement.
KPMG LLP
Charlotte, North Carolina
January 29, 1999
