Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-0799315
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 John C. Calhoun Dr., S.E., Orangeburg, South Carolina 29115
(Address of principal executive offices and zip code)
FIRST NATIONAL CORPORATION
INCENTIVE STOCK OPTION PLAN
OF 1992
(Full title of Plan)
W. Louis Griffith Copies to:
First National Corporation George S. King, Jr., Esquire
Senior Vice President and Suzanne Hulst Clawson, Esquire
Chief Financial Officer Sinkler & Boyd, P.A.
950 John C. Calhoun Dr., S.E. 1426 Main Street, Suite 1200
Orangeburg, South Carolina 29115 Columbia, South Carolina 29201
(Name and address of agent for service)
(803) 779-3080
(803) 531-0527
(Telephone number, including
area code, of agent for service)
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Calculation of Registration Fee
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered(1) price per share(2) price(2) registration fee
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Common Stock,
$5.00 par value 66,701 shares $45.125 $3,009,883.00 $912.08
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(1) This registration statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event
of stock splits, stock dividends or similar transactions pursuant to the
terms of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low trading prices of the shares reported on the
American Stock Exchange on April 24, 1997. Exhibit Index on page 6
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PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees of the Registrant chosen to participate in
the First National Corporation Incentive Stock Option Plan of 1992 as required
by Rule 428(b)(1) promulgated under the Securities Act of 1933.
PART II
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference herein the following
documents:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 0-17565).
(b) The description of the Registrant's common stock contained in the
Registrant's Form 8-A and Form 8-A, Amendment No. 1, declared
effective on January 27, 1997, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that 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 a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under the South Carolina Business Corporation Act of 1988 (the "Corporation
Act"), a corporation has the power to indemnify directors and officers who meet
the standards of good faith and reasonable belief that conduct was lawful and in
the corporate interest (or not opposed thereto) set forth in the Corporation
Act. The Corporation Act also empowers a corporation to provide insurance for
directors and officers against liability arising out of their positions even
though the insurance coverage is broader than the power of the corporation to
indemnify. Under the Corporation Act, unless limited by its articles of
incorporation, a corporation must indemnify a director or officer who is 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 or officer against
reasonable expenses incurred by him in connection with the proceeding. The
Registrant's Articles of Incorporation do not provide otherwise. The provisions
of the Corporation Act which deal with indemnification are codified at Sections
33-8-500 through -580 of the Code of Laws of South Carolina 1976, as amended.
In addition, the Company maintains directors' and officers' liability
insurance for the benefit of its directors and officers.
2
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 First National Corporation Incentive Stock Option Plan of 1992
(incorporated by reference to appendix to Registrant's Proxy
Statement filed in connection with the 1992 Annual Meeting of
Shareholders).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Sinkler & Boyd, P.A. (included in Exhibit 5).
24 Power of Attorney
Item 9. Undertakings.
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% change in the maximum aggregate offering
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 (1)(i) and (1)(ii) of this undertaking
do not apply if the registration statement is on Form S-3, 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 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.
3
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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.
(4) 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.
SIGNATURES
The Registrant
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 Orangeburg, State of South Carolina on April 22,
1997.
FIRST NATIONAL CORPORATION
s/C. John Hipp, III
By:----------------------------
C. John Hipp, III
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person in the capacities
indicated on April 22, 1997.
s/W. Louis Griffith
By:---------------------------------
W. Louis Griffith
Senior Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
4
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 22, 1997.
s/C. John Hipp, III s/Dick Gregg McTeer
C. John Hipp, III Dick Gregg McTeer
President, Chief Executive Officer and Director Director
s/Charles W. Clark s/Harry M. Mims, Jr.
Charles W. Clark Harry M. Mims, Jr.
Director Director
s/W. B. Cox s/E. V. Mirmow, Jr.
W. B. Cox E. V. Mirmow, Jr.
Director Director
s/C. Parker Dempsey
C. Parker Dempsey Ralph W. Norman
Director Director
s/E. Everett Gasque, Jr. s/Anne H. Oswald
E. Everett Gasque, Jr. Anne H. Oswald
Director Director
s/John L. Gramling, Jr. s/James W. Roquemore
John L. Gramling, Jr. James W. Roquemore
Director Director
s/Dwight W. Frierson
Dwight W. Frierson Walter L. Tobin
Director Director
s/Robert R. Hill, Jr. s/Johnny E. Ward
Robert R. Hill, Jr. Johnny E. Ward
Director Director
s/A. Dewall Waters
Robert R. Horger A. Dewall Waters
Director Director
s/J. C. McAlhany s/L. D. Westbury
J. C. McAlhany L. D. Westbury
Director Director
5
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EXHIBIT INDEX
EXHIBIT
4 First National Corporation Incentive Stock Option Plan of 1992
(incorporated by reference to appendix to Registrant's Proxy
Statement filed in connection with the 1992 Annual Meeting of
Shareholders).
5 Opinion of Sinkler & Boyd, P.A.
23.1 Consent of J. W. Hunt and Company, L.L.P.
23.2 Consent of Sinkler & Boyd, P.A.
(included in Exhibit 5)
24 Power of Attorney
6
Sinkler & Boyd, P.A.
Attorneys at Law
The Palmetto Center
1426 Main Street, Suite 1200
Columbia, South Carolina 29201
(803) 779-3080
FILED VIA EDGAR
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April 28, 1997
First National Corporation
950 John C. Calhoun Dr., S.E.
Orangeburg, South Carolina 29115
Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 66,701 shares of the common stock (the "Common Stock") of First
National Corporation, a South Carolina corporation (the "Company"), for issuance
pursuant to the First National Corporation Incentive Stock Option Plan of 1992,
we have examined such corporate records, certificates and other documents, and
such questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.
Upon the basis of such examination it is our opinion that the Common Stock,
when issued upon the terms and conditions set forth in the Registration
Statement filed by the Company in connection with the registration of the Common
Stock, and upon receipt of the consideration therefor, will be legally issued,
fully paid and nonassessable.
We consent to be named in the Registration Statement as attorneys who will
pass upon certain legal matters in connection with the offering described in the
Registration Statement, and to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
s/Sinkler & Boyd, P.A.
Sinkler & Boyd, P.A.
7
INDEPENDENT AUDITORS' CONSENT
Board of Directors
First National Corporation
We consent to the incorporation by reference into this Registration
Statement on Form S-8 filed by First National Corporation in connection with the
First National Corporation Incentive Stock Option Plan of 1992 of our Report
dated January 27, 1997, included in First National Corporation's 10-K for the
year ended December 31, 1996.
s/J. W. Hunt and Company, LLP
J. W. Hunt and Company, LLP
Columbia, South Carolina
April 28, 1997
8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. John Hipp, III, and W. Louis Griffith, jointly
and severally, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign this Registration Statement and any and all
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documentation in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may do or cause to be done by virtue hereof.
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Signature Title Date
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s/C. John Hipp, III President and Chief Executive April 22, 1997
C. John Hipp, III Officer
s/W. Louis Griffith Chief Financial Officer April 22, 1997
W. Louis Griffith
s/Charles W. Clark Director April 22, 1997
Charles W. Clark
s/W. B. Cox Director April 22, 1997
W. B. Cox
s/C. Parker Dempsey Director April 22, 1997
C. Parker Dempsey
s/E. Everett Gasque, Jr. Director April 22, 1997
E. Everett Gasque, Jr.
s/John L. Gramling, Jr. Director April 22, 1997
John L. Gramling, Jr.
s/Dwight W. Frierson Director April 22, 1997
Dwight W. Frierson
s/Robert R. Hill, Jr. Director April 22, 1997
Robert R. Hill, Jr.
Director April ___, 1997
Robert R. Horger
s/J. C. McAlhany Director April 22, 1997
J. C. McAlhany
s/Dick Gregg McTeer Director April 22, 1997
Dick Gregg McTeer
s/Harry M. Mims, Jr. Director April 22, 1997
Harry M. Mims, Jr.
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Director April ___, 1997
E. V. Mirmow, Jr.
Director April ___, 1997
Ralph W. Norman
s/Anne H. Oswald Director April 22, 1997
Anne H. Oswald
s/James W. Roquemore Director April 22, 1997
James W. Roquemore
Director April ___, 1997
Walter L. Tobin
s/Johnny E. Ward Director April 22, 1997
Johnny E. Ward
s/A. Dewall Waters Director April 22, 1997
A. Dewall Waters
s/L. D. Westbury Director April 22, 1997
L. D. Westbury
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