SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 8, 1997
First National Corporation
(Exact name of registrant as specified in its charter)
South Carolina 000-13663 57-0799315
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
950 John C. Calhoun Boulevard, S.E., Orangeburg, South Carolina 29115
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (803) 534-2175
N/A
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
This Current Report on Form 8-K is being filed for the purpose of updating
the description of the Registrant's Common Stock set forth in the Registrant's
Form 8-A filed and as amended January 21, 1997 (Commission file No. 001-12669).
On April 22, 1997, the Registrant's shareholders approved an Amendment to
the Registrant's Articles of Incorporation increasing from 5,000,000 to
20,000,000 the number of authorized shares of the Registrant's Common Stock
($5.00 par value). Articles of Amendment to the Registrant's Articles of
Incorporation effecting such increase were filed May 2, 1997 with the Secretary
of State of South Carolina.
On May 8, 1997, the Registrant's Board of Directors approved a two-for-one
split of the Registrant's Common Stock pursuant to which one additional share
will be issued for each share of common stock outstanding. In connection with
the stock split, the Registrant has amended its articles of incorporation to
increase from 20,000,000 to 40,000,000 the number of authorized shares of Common
Stock and to reduce from $5.00 to $2.50 the par value per share of the Common
Stock. The record date for the stock split is May 19, 1997 and the payable date
will be May 30, 1997. The Registrant has filed Articles of Amendment to its
Articles of Incorporation to cause the increase in authorized shares and
decrease in par value to be effective on May 30, 1997.
Exhibits
3.1 Articles of Amendment to Registrant's Articles of Incorporation, filed May
2, 1997.
3.2 Articles of Amendment to Registrant's Articles of Incorporation, filed May
22, 1997, effective May 30, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST NATIONAL CORPORATION
(Registrant)
May 22, 1997 s/W. Louis Griffith
Date: ------------------- By:----------------------------------
W. Louis Griffith
Vice President and Chief Financial Officer
2
<PAGE>
EXHIBIT INDEX
Exhibits
3.1 Articles of Amendment to Registrant's Articles of Incorporation, filed May
2, 1997.
3.2 Articles of Amendment to Registrant's Articles of Incorporation, filed May
22, 1997, effective May 30, 1997.
AS FILED WITH THE SECRETARY OF STATE OF SOUTH CAROLINA MAY 2, 1997
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is First National Corporation.
2. On April 22, 1997, the corporation adopted the following Amendment(s) of
its Articles of Incorporation.
Article Fifth is amended to increase from 5,000,000 to 20,000,000 the
number of authorized shares of common stock ($5.00 par value)
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA"). not applicable
4. Complete either a or b, whichever is applicable.
a. [x] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of
outstanding shares of each voting group entitled to vote
separately on the Amendment, and the vote of such shares was:
<TABLE>
<CAPTION>
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
<S> <C> <C> <C> <C> <C>
Common stock 2,551,091 2,551,091 1,774,732 1,715,305 59,427
</TABLE>
b. [ ] The amendment(s) was duly adopted by the Incorporators or
board of directors without shareholder approval pursuant to
ss.33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendments shall be the date of acceptance for filing by the Secretary of
State (See ss.33-1-230(b)).
DATE: April 22, 1997 First National Corporation
(Name of Corporation)
s/W. Louis Griffith
By:--------------------------------------------
(Signature)
W. Louis Griffith, Chief Financial Officer
(Type or Print Name and Office)
AS FILED WITH THE SECRETARY OF STATE OF SOUTH CAROLINA MAY 22, 1997.
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is First National Corporation.
2. On May 8, 1997, the corporation adopted the following Amendment(s) of its
Articles of Incorporation.
RESOLVED, that pursuant to a two-for-one split of the authorized shares of
the Corporation's common stock, the total number of authorized shares of
the Corporation's common stock shall be increased from 20,000,000 shares to
40,000,000 shares and the par value of each authorized share shall be
reduced from $5.00 per share to $2.50 per share.
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
Shareholders of record on May 19, 1997 will be issued additional stock
certificates representing one additional share of the Corporation's Common
Stock for every share currently held. Cash will be paid in lieu of
fractional shares.
4. Complete either a or b, whichever is applicable.
a. [ ] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding
shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
b. [x] The amendment(s) was duly adopted by the Incorporators or board of
directors without shareholder approval pursuant to ss.33-6-102(d),
33-10-102 and 33-10-105 of the 1976 South Carolina Code as amended, and
shareholder action was not required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendments shall be the date of acceptance for filing by the Secretary of
State (See ss.33-1-230(b)): Effective Date: May 30, 1997.
DATE: May 16, 1997 FIRST NATIONAL CORPORATION
(Name of Corporation)
s/W. Louis Griffith
By:----------------------------------------
(Signature)
W. Louis Griffith
Chief Financial Officer and Vice President
(Type or Print Name and Office)
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can
alternatively state the total number of votes cast for and against
the amendment by each voting group entitled to vote separately on
the amendment or the total number of undisputed votes cast for the
amendment by each voting group together with a statement that the
number cast for the amendment by each voting group was sufficient
for approval by that voting group.
