SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8 - A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) of the SECURITIES ACT OF 1934
CNB Corporation
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(Exact name of registrant as specified in its charter)
South Carolina 57-00792402
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1400 3rd Avenue
Conway, South Carolina 29526
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates:
N/A
------------------- (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities registered hereunder is the
Registrant's Common Stock, par value $10.00 per share (the
"Common Stock"). All shares of Common Stock are entitled to
share equally in such dividends as the Board of Directors may
declare on the Common Stock from sources legally available
therefor. Each share of Common Stock has the same voting
rights, privileges and preferences. Each share is entitled to
one vote on any issue requiring a vote at any meeting.
Shareholders do not have preemptive rights to subscribe for
additional shares. A majority of the outstanding shares of
Common Stock constitute a quorum for the transaction of
business at any meeting of shareholders. Cumulative voting is
not permitted for the election of directors. Where there are
more nominees for directors than positions to be filled, the
nominees with the greatest number of votes are elected. On all
other matters of general business, if the number of shares
voted for a proposition exceeds the number of shares voted
against the proposition, the proposition is adopted if a
quorum is present unless the South Carolina Business
Corporation Act or the Registrant's articles of Incorporation
require a different vote for such matter.
The Registrant's Board of Directors is divided into three
classes, which shall be as equal in number as possible. Each
director serves for three years or until his or her successor
is elected and qualifies to serve.
The Registrant's Articles of Incorporation provide that, in
addition to the two-thirds vote typically required by South
Carolina corporate law to effect a corporate action with prior
stockholder approval, the Registrant may not effect (1) a
merger or consolidation, or (2) any sale, lease, exchange,
mortgage, pledge, transfer or other disposition (other than in
the ordinary course of business) of assets of the Registrant
or any subsidiary of the Registrant having an aggregate Fair
Market Value of $1 million or more (collectively referred to
as a "Business Combination") if the transaction involves a
five percent beneficial stockholder of the Registrant
("Interested Stockholder") or Affiliate of an Interested
Stockholder unless either: (1) the Business Combination is
approved by a majority of the Directors who are unaffiliated
with the Interested Stockholder and who were Directors of the
Registrant prior to the Interested Stockholder becoming an
Interested Stockholder; or (2) the Business Combination is
approved by at least 80% of the outstanding voting stock of
the Registrant; or (3) certain requirements as to amount and
form of consideration to be received and procedures to be
followed in the proposed Business Combination, and as to
payment of corporate dividends and actions of the Interested
Stockholder and the Registrant are met. The Registrant also
may not issue or transfer (other than in the ordinary course
of business) securities of the Registrant or any subsidiary of
the Registrant to an Interested Stockholder for consideration
having of a Fair Market Value of $1 million or more; adopt a
plan of dissolution or liquidation proposed by or on behalf of
an Interested Stockholder or affiliate thereof; or effect
certain types of reclassification of securities or
recapitalizations or any other transaction which would have
the effect of increasing the proportionate amount of
outstanding stock of the Registrant or any subsidiary of the
Registrant owned by an Interested Stockholder or any affiliate
thereof, unless approval of the transaction is obtained in the
manner described above. The Articles of Incorporation provide
that the provision may not be amended, changed or repealed
unless such amendment, change or repeal is approved by at
least 80% of the outstanding voting stock of the Registrant.
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The Articles of Incorporation also provide that any
acquisition by the Registrant of any equity security from an
Interested Stockholder which has been held by the Interested
Stockholder for less than two years shall require approval of
a majority of the outstanding voting stock, excluding Voting
Stock beneficially owned by the Interested Stockholder. Such
requirement does not, however, apply in the case of a tender
offer by the Registrant made on the same terms to all
stockholders.
The foregoing is merely a summary of certain provisions of the
Articles of Incorporation and is qualified in its entirety by
reference thereto.
Item 2. Exhibits
1. Articles of Incorporation
2. Bylaws (Incorporated by Reference to Exhibits to
Registrant's quarterly report on Form 10-Q for the quarter
ended June 30, 1997)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
CNB Corporation
By: s/Willis J. Duncan
-------------------------------
Willis J. Duncan
President and Chief Executive
Officer
Date: June 22, 1998
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EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation of Registrant
3.2 Bylaws of Registrant (Incorporated by Reference to Exhibits
to Registrant's quarterly report on Form 10-Q for the
quarter ended June 30, 1997)
John T. Campbell
Secretary of State
Filed
March 8, 1985
ARTICLES OF INCORPORATION
OF
CNB CORPORATION
I, the undersigned, being a person of full age, do make and acknowledge
these Articles of Incorporation (the "Articles") for the purpose of forming a
business corporation under and by virtue of the laws of the State of South
Carolina.
ARTICLE I
The name of the Corporation is CNB Corporation.
ARTICLE II
The purposes for which the Corporation is organized are: (a) to be a bank
holding company and to perform any and all lawful acts relating to its business
as a bank holding company; and (b) to engage in any other lawful activity for
which a corporation may be organized under Title 33 of the Code of Laws of South
Carolina.
ARTICLE III
The period of duration of the Corporation shall be perpetual.
ARTICLE IV
The Corporation shall have authority to issue Five Hundred Thousand
(500,000) shares of Common Stock having a par value of Ten Dollars ($10.00) per
share. The total authorized capital stock is 5,000,000.
<PAGE>
ARTICLE V
The existence of the Corporation shall begin as of the filing date of these
Articles of Incorporation.
ARTICLE VI
The initial registered office of the Corporation is 1400 Third Avenue,
located in the City of Conway, County of Horry, State of South Carolina and the
name of the initial registered agent at such address is W. Jennings Duncan.
ARTICLE VII
SECTION 1. The number of directors of the Corporation shall be fixed from
time to time by or pursuant to the By-Laws. The directors shall be divided into
three classes, Class I, Class II and Class III, as nearly equal in number as
possible, Class I to hold office initially for a term expiring at the annual
meeting of shareholders to be held in 1986, Class II to hold office initially
for a term expiring at the annual meeting of shareholders to be held in 1987,
and Class III to hold office initially for a term expiring at the annual meeting
of shareholders to he held in 1988, with the members of each class to hold
office until their successors are elected and qualified. At each annual meeting
of the shareholders of the Corporation, the successors to the class of directors
whose term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of shareholders held in the third year following
the year of their
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election. The classification of the Board of Directors pursuant to this Section
1 of Article VII shall become effective at the first annual meeting of
shareholders in 1985.
SECTION 2. The number of directors constituting the initial Board of
Directors is one person whose name and address are: T. L. Benson, 1400 Third
Avenue, Conway, South Carolina 29526. The initial director shall serve as the
Board of Directors of the Corporation until the first annual meeting of
shareholders or until his successors are elected and qualified.
SECTION 3. The Board of Directors shall have the power to make, alter,
amend and repeal the By-Laws (except insofar as the By-Laws adopted by the
shareholders shall otherwise provide). Any By-Laws adopted by the directors
under the powers conferred hereby may be altered, amended or repealed by the
directors or by the shareholders. Notwithstanding the foregoing and anything
contained in the Articles of Incorporation to the contrary, Sections 8 and 11 of
Article II, Sections 2, 3, 4 and 5 of Article III, Section 5 of Article IV, and
Section 5 of Article IX of the By-Laws shall not be altered, amended or repealed
and no provision inconsistent therewith shall be adopted without the affirmative
vote of the holders of at least 80% of the combined voting power of the then
outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
SECTION 4. Notwithstanding anything contained in these Articles of
Incorporation or the By-Laws to the contrary, the
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affirmative vote of the holders of at least 80% of the combined voting
power of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as
a single class, shall be required to amend, alter, adopt any provision
inconsistent with, or repeal, this Article VII or any provision hereof.
ARTICLE VIII
The name and address of the incorporator are:
Name Address
W. Jennings Duncan 1400 Third Avenue
Conway, South Carolina 29526
ARTICLE IX
SECTION 1. VOTE REQUIRED FOR CERTAIN BUSINESS COMBINATIONS.
A. Higher Vote for Certain Business Combinations. In addition to any
affirmative vote required by law, and except as otherwise expressly
provided in Section 2 of this Article IX:
(i) any merger or consolidation of the Corporation or any
Subsidiary (as hereinafter defined) with (a) any Interested
Shareholder (as hereinafter defined) or (b) any other corporation
(whether or not itself an Interested Shareholder) which is, or after
such merger or consolidation would be, an Affiliate (as hereinafter
defined) of an Interested Shareholder; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to
or with any Interested Shareholder or any Affiliate of any Interested
Shareholder of any assets of the Corporation or any Subsidiary having
an aggregate Fair Market Value (as hereinafter defined) of $10 million
or more; or
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(iii) the issuance or transfer by the Corporation or any
Subsidiary (in one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any Interested
Shareholder or any Affiliate of any Interested Shareholder in exchange
for cash, securities or other property (or a combination thereof)
having an aggregate Fair Market Value of $1O million or more; or
(iv) the adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any
Interested Shareholder or any Affiliate of any Interested Shareholder;
or
(v) any reclassification of securities (including any reverse
stock split), or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any
other transaction (whether or not with or into or otherwise involving
an Interested Shareholder) which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding
shares of any class of Equity Security (as hereinafter defined) of the
Corporation or any Subsidiary which is directly or indirectly owned by
any Interested Shareholder or any Affiliate of any Interested
Shareholder;
shall require the affirmative vote of the holders of at least 80% of the
voting power of the then outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (the
"Voting Stock"), voting together as a single class. Such affirmative vote
shall be required notwithstanding the fact that no vote may be required or
that a lesser percentage may be specified by law or otherwise.
B. Definition of "Business Combination." The term "Business
Combination" used in this Article IX shall mean any transaction which is
referred to in any one or more of clauses (i) through (v) of Paragraph A of
this Section 1.
SECTION 2. When Higher Vote is Not Required. The provisions of Section 1 of
this Article IX shall not be applicable to any particular Business Combination,
and such Business Combination: shall require only such affirmative Vote as is
required by law and any other provision of these Articles if all of the
conditions specified in either of the following paragraphs A and B are met:
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A. Approval by Disinterested Directors. The Business Combination shall
have been approved by a majority of the Disinterested Directors (as
hereinafter defined).
B. Price and Procedure Requirements. All of the following requirements
shall have been met:
(i) The aggregate amount of the cash and the Fair Market Value as
of the date of the consummation of the Business Combination of
consideration other than cash to be received per share by holders of
the Corporation's Common Stock (the "Common Stock") in such Business
Combination shall be at least equal to the higher of the following:
(a) (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by the Interested Shareholder for any shares of Common
Stock acquired by it (1) within the two-year period immediately
prior to the first public announcement of the terms of the
proposed Business Combination (the "Announcement Date") or (2) in
the transaction in which it became an Interested Shareholder,
whichever is higher; and
(b) the Fair Market Value per share of Common Stock on the
Announcement Date or on the date on which the Interested
Shareholder became an Interested Shareholder (such latter date is
referred to in this Article IX as the "Determination Date"),
whichever is higher.
(ii) The consideration to be received by holders of Common Stock
in such Business Combination shall be in cash or in the same form as
the Interested Shareholder has previously paid for shares of Common
Stock. If the Interested Shareholder has paid for shares of Common
Stock with varying forms of consideration, the form of consideration
for shares of Common Stock in such Business Combination shall be
either cash or the form used to acquire the largest number of shares
of Common Stock previously acquired by it. The price determined in
accordance with paragraph B(i) of this Section 2 shall be subject to
appropriate adjustment in the event of any stock dividend, stock
split, combination of shares or similar event.
(iii) After such Interested Shareholder has become an Interested
Shareholder and prior to the consummation of such Business
Combination: (a) there shall have been (1) no reduction in the annual
rate of dividends paid on the Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as approved by a
majority of the Disinterested Directors, and (2) an increase in such
annual rate of dividends as necessary to reflect any reclassification
(including any reverse stock split), recapitalization,
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reorganization or any similar transaction which has the effect of
reducing the number of outstanding shares of the Common Stock, unless
the failure so to increase such annual rate is approved by a majority
of the Disinterested Directors; and (b) such Interested Shareholder
shall have not become the beneficial owner of any additional shares of
the Common Stock except as part of the transaction which results in
such Interested Shareholder becoming an Interested Shareholder.
(iv) After such Interested Shareholder has become an Interested
Shareholder, such Interested Shareholder shall not have received the
benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other
financial assistance or any tax credits or other tax advantages
provided by the Corporation, whether in anticipation of or in
connection with such Business Combination or otherwise.
(v) A proxy or information statement describing the proposed
Business Combination and complying with the requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act, rules or
regulations) shall be mailed to shareholders of the Corporation at
least 30 days prior to the consummation of such Business Combination
(whether or not such proxy or information statement is required to be
mailed pursuant to such Act or subsequent provisions).
SECTION 3. Certain Definitions. For the purpose of this Article IX:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Shareholder" shall mean any person (other than the
Corporation or any Subsidiary) who or which:
(i) is the beneficial owner, directly or indirectly, of 5% or
more of the voting power of the outstanding Voting Stock; or
(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 5% or more of the voting
power of the then outstanding Voting Stock; or
(iii) is an assignee of or has otherwise succeeded to any shares
of Voting stock which were at any time within the two-year period
immediately prior to the date in question beneficially owned by any
Interested Shareholder, if such
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assignment or succession shall have occurred in the course of a
transaction or series of transactions not involving a public offering
within the meaning of the Securities Act of 1933.
C. A person shall be a "beneficial owner" of any Voting Stock:
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (b) the right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which is beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any Voting
Stock.
D. For the purpose of determining whether a person is an Interested
Shareholder pursuant to paragraph B of this Section 3, the number of shares
of Voting Stock deemed to be outstanding shall include shares deemed owned
through application of paragraph C of this Section 3 but shall not include
any other shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on January 1, 1985.
F. "Subsidiary" means any corporation of which a majority of any class
of Equity Security is owned, directly or indirectly, by the Corporation,
provided, however, that for the purposes of the definition of Interested
Shareholder set forth in paragraph B of this Section 3, the term
"Subsidiary" shall mean only a corporation of which a majority of each
class of Equity Security is owned, directly or indirectly, by the
Corporation.
G. "Disinterested Director" means any member of the Board of Directors
who is unaffiliated with the Interested Shareholder and was a member of the
Board of Directors prior to the time that the Interested Shareholder became
an Interested Shareholder, and any successor of a Disinterested Director
who is
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unaffiliated with the Interested Shareholder and is recommended to succeed
a Disinterested Director by a majority of Disinterested Directors then on
the Board of Directors.
H. "Equity Security" shall have the meaning ascribed to such term in
Section 3(a)(ll) of the Securities Exchange Act of 1934, as in effect on
January 1, 1985.
I. "Fair Market Value" means: (i) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date
in question of a share of such stock on the Composite Tape for New York
Stock Exchange -- Listed Stocks, or, if such stock is not quoted on the
Composite Tape, on the New York Stock Exchange, or, if such stock is not
listed on such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock is
listed, or, if such stock is not listed on any such exchange, the highest
closing bid quotation with respect to a share of such stock during the
30-day period preceding the date in question on the National Association of
Securities Dealers, Inc. Automated Quotations System or any system then in
use, or if no such quotations are available, the fair market value on the
date in question of a share of such stock as determined by the Board of
Directors in good faith; and (ii) in the case of property other than cash
or stock, the fair market value of such property on the date in question as
determined by the Board of Directors in good faith.
J. In the event of any Business Combination in which the Corporation
survives, the phrase "consideration other than cash to be received" as used
in paragraph B(i) of Section 2 of this Article IX shall include the shares
of common Stock retained by the holders of such shares.
SECTION 4. Powers of the Board of Directors. A majority of the directors
shall have the power and duty to determine for the purpose of this Article IX,
on the basis of information known to them after reasonable inquiry, (A) whether
a person is an Interested Shareholder, (B) the number of shares of Voting Stock
beneficially owned by any person, (C) whether a person is an Affiliate or
Associate of another, (D) whether the assets which are the subject of any
Business Combination have, or the consideration
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to be received for the issuance or transfer of securities by the corporation in
any Business Combination has, an aggregate Fair Market Value of $10 million or
more. A majority of the directors shall have the further power to interpret all
of the terms and provisions of this Article IX.
SECTION 5. No Effect on Fiduciary Obligations of Interested Shareholders.
Nothing contained in this Article IX shall be construed to relieve any
Interested Shareholder from any fiduciary obligation imposed by law.
SECTION 6. Amendment, Repeal, etc. Notwithstanding any other provisions of
these Articles of Incorporation or the By-Laws (and notwithstanding the fact
that a lesser percentage may be specified by law, these Articles of
Incorporation or the By-Laws) the affirmative vote of the holders of 80% or more
of the outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provisions inconsistent with, this
Article IX or any provision hereof.
ARTICLE X
SECTION 1. Any direct or indirect purchase or other acquisition by the
Corporation of any Equity Security (as hereinafter defined) of any class from
any Interested Security-holder (as hereinafter defined) who has beneficially
owned such
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securities for less than two years prior to the date of such purchase or any
agreement in respect thereof shall, except as hereinafter expressly provided,
require the affirmative vote of the holders of at least a majority of the voting
power of the then outstanding shares of capital stock of the corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
excluding Voting Stock beneficially owned by such Interested Securityholder,
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required or that a lesser
percentage may be specified by law or otherwise, but no such affirmative vote
shall be required with respect to any purchase or other acquisition of
securities made as part of a tender or exchange offer by the Corporation to
purchase securities of the same class made on the same terms to all holders of
such securities and complying with the applicable requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules or regulations).
SECTION 2. Certain Definitions. For the purposes of this Article X:
A. A "person" shall mean any individual, firm, corporation or other
entity.
B. "Interested Securityholder" shall mean any person (other than the
Corporation or any corporation of which a majority of any class of Equity
Security is owned, directly or indirectly, by the Corporation) who or
which:
(i) is the beneficial owner, directly or indirectly, of 5% or
more of the class of securities to be acquired; or
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(ii) is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 5% or more of the class
of securities to be acquired; or
(iii) is an assignee or has otherwise succeeded to any shares of
the class of securities to be acquired which were at any time within
the two-year period immediately prior to the date in question
beneficially owned by an Interested Securityholder, if such assignment
or succession shall have occurred in the course of a transaction or
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
C. A person shall be a "beneficial owner" of any security of any class
of the corporation:
(i) which such person or any of its Affiliates or Associates (as
hereinafter defined) beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise,
or (b) any right to vote pursuant to any agreement, arrangement or
understanding; or
(iii) which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of any security of
any class of the Corporation.
D. For the purposes of determining whether a person is an Interested
securityholder pursuant to paragraph B of this Section 2, the relevant
class of securities outstanding shall be deemed to comprise all such
securities deemed owned through application of paragraph C of this Section
2, but shall not include other securities of such class which may be
issuable pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.
E. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on January 1, 1985.
F. "Equity Security" shall have the meaning ascribed to such term in
Section 3(a)(ll) of the Securities Exchange Act of 1934, as in effect on
January 1, 1985.
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ARTICLE XI
No holder of any stock of the corporation shall be entitled as such, as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of any class whatsoever of the Corporation, or of securities
convertible into stock of any class whatsoever, whether now or hereafter
authorized, or whether issued for cash or other consideration or by way of
dividend.
ARTICLE XII
No holder of any class of the shares of capital stock of the Corporation
shall be entitled to cumulative voting rights in the election of directors or
the election of any class of directors of the Corporation. The affirmative vote
of the holders of 80% of the voting power of the then outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article XII or any provision hereof.
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STATE OF SOUTH CAROLINA )
)
COUNTY OF HORRY )
The undersigned W. Jennings Duncan does hereby certify that he is the
incorporator of CNB Corporation and is authorized to execute this verification;
that the undersigned does hereby certify that he has read the foregoing
document, understands the meaning and purport of the statements therein
contained and the same are true to the best of his information and belief.
W. JENNINGS DUNCAN, Incorporator
CERTIFICATE OF ATTORNEY
I, William R. Jamison, an attorney licensed to practice in the State of
South Carolina, certify that the corporation, to whose articles of incorporation
this certificate is attached, has complied with the requirements of Chapter 7 of
Title 33 of the Code of Laws of South Carolina (1976) relating to the
organization of corporations, and that in my opinion, the corporation is
organized for a lawful purpose.
March 8, 1985
William R. Jamison
1310 Second Avenue
Conway, South Carolina 29526
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John T. Campbell
Secretary of State
Filed
April 23, 1985
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
CNB CORPORATION
The undersigned Corporation hereby executes these Articles of Amendment
for the purpose of amending its charter:
1. The name of the corporation is CNB Corporation.
2. The following amendment of the charter of the Corporation was adopted by
its Shareholders and Directors in the manner prescribed by law:
"RESOLVED, that Article IX, Section 1 A. of the Corporation's Articles
of Incorporation be amended by:
"(a) Striking Section 1, A.(ii) and (iii) of Article IX in
their entirety and replacing therefor the following:
(ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition not in the ordinary course of
business (in one transaction or a series of transactions) to
or with any Interested Shareholder or any Affiliate of any
Interested Shareholder of any assets of the Corporation or
any Subsidiary having an aggregate Fair Market Value (as
hereinafter defined) of $1,000,000 or more; or
(iii) the issuance or transfer by the Corporation or
any Subsidiary not in the ordinary course of business (in
one transaction or a series of transactions) of any
securities of the Corporation or any Subsidiary to any
Interested Shareholder or any Affiliate of any Interested
Shareholder in exchange for cash, securities or other
property (or a combination thereof) having an
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aggregate Fair Market Value of $1,000,000 or more; or
"(b) striking Section 4 of Article IX in its entirety and
replacing therefor the following:
"SECTION 4. Powers of the Board of Directors. A majority of
the directors shall have the power and duty to determine for
the purposes of this Article IX, on the basis of information
known to them after reasonable inquiry, (A) whether a person
is an Interested Shareholder, (B) the number of shares of
Voting Stock beneficially owned by any person, (C) whether a
person is an Affiliate or Associate of another, (D) whether
the assets which are subject to any Business Combination
have, or the consideration to be received for the issuance
or transfer of securities by the Corporation in any Business
Combination has, an aggregate Fair Market Value of
$1,000,000 or more, and (E) whether an event or transaction
referred to in Section 1 of Article IX is in the ordinary
course of the business of the Corporation or any Subsidiary.
A majority of the directors shall have the further powers to
interpret all of the terms and provisions of this Article
IX.
"(c) striking the last sentence of Section 1 of Article X in
its entirety and replacing therefor the following:
"Such affirmative vote shall be required notwithstanding the
fact that no vote may be required or that a lesser percentage may
be specified by law or otherwise, provided, that no such
affirmative vote shall be required with respect to (a) any
purchase or other acquisition of securities made as a tender or
exchange offer by the Corporation to purchase securities of the
same class made on the same terms to all holders of such
securities and complying with the applicable requirements of the
Security Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act,
rules or regulations), or (b) any purchase or redemption by the
Corporation of any Equity Security of the Corporation from any
shareholder who owns such securities as of April 15, 1985."
2
<PAGE>
3. The amendment was adopted on April 22 , 1985.
4. The number of shares of the Corporation outstanding at the time of such
adoption was 50 shares of Common Stock; and the number of shares entitled to
vote was 50 shares of Common Stock.
5. The designation and number of shares entitled to vote on such amendment
are 50 shares of Common Stock.
6. The number of shares voted for the amendment was 50 shares of the
Corporation's Common Stock; and the number of shares voted against such
amendment was 0.
IN WITNESS WHEREOF, these Articles of Amendment are signed under seal by
the Exec. Vice President and ______ Secretary of the Corporation this 22nd day
of April, 1985.
CNB CORPORATION
By: Willis J. Duncan
Exec. Vice President
ATTEST:
Verta Lee Chestnut
Secretary
3
<PAGE>
STATE OF SOUTH CAROLINA
COUNTY OF Horry
The undersigned, Willis J. Duncan and Verta Lee Chestnut do hereby certify
that they are the duly elected and acting Exec. V. President and ______
Secretary, respectively, of CNB Corporation and are authorized to execute this
document. That each of the undersigned for himself does hereby further certify
that has signed and was so authorized, has read the foregoing document,
understands the meaning and purport of the statements therein contained, that
his signature is the act and deed of the corporation and the same are true. This
22nd day of April, 1985.
Willis J. Duncan
Verta Lee Chestnut
Sworn to a subscribed before me this 22nd day of April, 1985.
FeDora T. Cannon
Notary Public
My Commission Expires: 10-06-91
[Corporate Seal]
4
<PAGE>
CONSENT OF SHAREHOLDERS AND DIRECTORS
OF
CNB CORPORATION
TO
ACTION WITHOUT MEETING
The undersigned, being all of the Shareholders and Directors of CNB
Corporation, by signing their written consent hereto, do hereby adopt and
approve the Articles of Amendment to Articles of Incorporation of CNB
Corporation ("the Articles of Amendment") which is attached hereto and which is
incorporated herein by reference, and do hereby adopt as the resolutions of the
Shareholders and Directors the resolution recited in the Articles of Amendment.
Effective this 22nd day of April, 1985.
T. L. Benson, Shareholder and Charles C. Cutts, Director
Director
G. Heyward Goldfinch, Director
Willis J. Duncan, Shareholder
and Director Ralph Hoffman, Director
R. C. Smith, Director John Monroe J. Holliday,
Director
A. K. Goldfinch, Jr., Director
James G. Lewis, Director
W. Jennings Duncan, Director
Richard M. Lovelace, Jr.,
James W. Barnette, Jr., Director
Director
John K.Massey, Director
Paul E. Creel, Director
Harold G. Cushman, Jr.,
Director
5
<PAGE>
Jim Miles
Secretary of State
Filed
June 23, 1998
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 CNB Corporation.
2. On May 13, 1997, the corporation adopted the following Amendment(s) of its
Articles of Incorporation.
RESOLVED, that CNB Corporation's Articles of Incorporation be amended
to increase the authorized number of shares of common stock to
1,500,000.
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").
N/A
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> <S> <C> <C> <C> <C> <C>
Common Stock 478,841 478,841 436,140 436,140 0
</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.
<PAGE>
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: June 22, 1998 CNB CORPORATION
(Name of Corporation)
s/Willis J. Duncan
By:---------------------------------
(Signature)
Chairman of the Board of Directors
------------------------------------
(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.
