REGISTRATION STATEMENT NO. 333-
Filed March 5, 1997
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST FINANCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-0866076
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34 Broad Street
Charleston, South Carolina 29401
(803) 529-5800
(Address of principal executive offices)
First Financial Holdings, Inc.
Performance Equity Plan for Non-Employee Directors
(Full title of the Plan)
A. Thomas Hood Copies to:
President and Chief Executive Officer Eric S. Kracov, Esquire
First Financial Holdings, Inc. Breyer & Aguggia
34 Broad Street 1300 I Street, N.W.
Charleston, South Carolina 29401 Suite 470 East
(803) 529-5800 Washington, D.C. 20005
Name, address and telephone (202) 737-7900
number of agent for service
Index to Exhibits Appears on Page 4.
Calculation of Registration Fee
Proposed
Title of Maximum Proposed
Securities Amount to Offering Aggregate Amount of
to be be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee<PAGE>
Common Stock,
$.01 par
value 100,000(2)X $27.375 = $2,737,500 $ 829.55
(1) Estimated solely for the purpose of calculating the amount
of the registration fee. Pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, (the "Securities Act"),
the price per share is estimated to be $27.375 based upon
the average of the high and low trading prices of the common
stock, $.01 par value per share ("Common Stock") of First
Financial Holdings, Inc. (the "Registrant"), as reported on
the Nasdaq Stock Market on February 27, 1997.
(2) 100,000 shares are being registered for issuance under the
First Financial Holdings, Inc. Performance Equity Plan for
Non-Employee Directors (the "Plan"); together with an
indeterminate number of shares reserved for issuance
pursuant to the Plan as a result of any future stock split,
stock dividend or similar adjustment of the outstanding
Common Stock.
This Registration Statement shall become effective
automatically upon the date of filing in accordance with Section
8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
230.462.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Commission are
incorporated in this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the
year ended September 30, 1996; and
(2) the description of the Common Stock set forth in the
Company's Proxy Statement/Prospectus dated December 11, 1987 and
filed as part of the Registrant's Registration Statement on Form
S-4 (File No. 33-18272), dated November 9, 1987.
All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act, after the date of
this registration statement and prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities covered
hereby then remaining unsold, shall also be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof commencing on the respective dates on which such
documents are filed.
Any statement contained in this Registration Statement, or
in a document incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any<PAGE>
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
Section 145 of the Delaware General Corporation Law set
forth circumstances under which directors, officers, employees
and agents may be insured or indemnified against liability which
they may incur in their capacities.
Article XVII of the Registrant's Certificate of
Incorporation provides for indemnification of the directors,
officers, employees and agents of the Registrant for expenses
(including attorney's fees but excluding amounts paid in
settlement for derivative suits) actually and reasonably incurred
in connection with the defense of any threatened, pending or
completed action or suit if such director, officer, employee or
agent is successful on the merits or otherwise, or acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Registrant and, with respect
to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
No. Exhibit
5 Opinion of Breyer & Aguggia
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Breyer & Aguggia (see Exhibit 5)
24 Power of attorney (see signature pages)
99.1 Performance Equity Plan for Non-Employee Directors
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, (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the Registration Statement (or most recent post-effective<PAGE>
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the Registration Statement, and (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any
material change in such information in the Registration
Statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
2. That, for the purposes of determining any liability
under the Securities Act, 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 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.
4. That, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act that is incorporated by reference in the Registration
Statement shall be deemed to a new registration statement
relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
5. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officer and controlling persons of the registrant pursuant to the
foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against liabilities (other than
the payment by 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 questions
whether such indemnification by it is against public policy
expressed in the Securities Act will and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
First Financial Holdings, Inc. 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 Charleston, and State of South
Carolina the 20th day of February, 1997.
FIRST FINANCIAL HOLDINGS, INC.<PAGE>
By: /s/ A. Thomas Hood
A. Thomas Hood
President and Chief Executive
Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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. Each
person whose signature appears below hereby makes, constitutes
and appoints A. Thomas Hood his true and lawful attorney, with
full power to sign for such person and in such person's name and
capacity indicated below, and with full power of substitution any
and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be
signed by said attorney to any and all amendments.
By: /s/ A. Thomas Hood Date: February 20, 1997
A. Thomas Hood
President, Chief Executive Officer and
Director (Principal Executive Officer)
By: /s/ Susan E. Baham Date: February 20, 1997
Susan E. Baham
Senior Vice President and Chief Financial
Officer (Principal Financial Officer)
By: /s/ Joseph A. Baroody Date: February 20, 1997
Joseph A. Baroody
Director
By: /s/ Paul G. Campbell, Jr. Date: February 27, 1997
Paul G. Campbell, Jr.
Director
By: /s/ James C. Murray Date: February 27, 1997
James C. Murray
Director
By: /s/ D. Van Smith Date: February 27, 1997
D. Van Smith
Director
By: /s/ Gary C. Banks, Jr. Date: February 27, 1997
Gary C. Banks, Jr.
Director<PAGE>
By: /s/ Paula Harper Bethea Date: February 27, 1997
Paula Harper Bethea
Director
By: /s/ A. L. Hutchinson, Jr. Date: February 27, 1997
A.L. Hutchinson, Jr.
Director
By: /s/ D. Kent Sharples Date: February 20, 1997
D. Kent Sharples
Director
By: /s/ Thomas E. Thornhill Date: February 27, 1997
Thomas E. Thornhill
Director
Exhibit 5
Opinion of Breyer & Aguggia
March 3, 1997
Board of Directors
First Financial Holdings, Inc.
Operations Center
2440 Mall Drive
Suite 100
Charleston, South Carolina 29418
Gentlemen:
We have acted as special counsel to First Financial
Holdings, Inc., a Delaware corporation (the "Corporation"), in
connection with the preparation and filing with the Securities
and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to
100,000 shares of Corporation common stock, $.01 par value per
share ("Common Stock"), to be issued pursuant to the First
Financial Holdings, Inc. Performance Equity Plan for Non-Employee
Directors (the "Plan"). The Registration Statement also
registers an undeterminable number of additional shares which may
be necessary under the Plan to adjust the number of shares
reserved for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding Common Stock of
the Corporation. We have been requested by the Corporation to
furnish an opinion to be included as an exhibit to the
Registration Statement.
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Corporation, the Plan, a specimen
stock certificate evidencing the Common Stock of the Corporation
and such other corporate records and documents as we have deemed
appropriate for the purpose of rendering this opinion. We are
relying upon the originals, or copies certified or otherwise<PAGE>
identified to our satisfaction, of the corporate records of the
Corporation and such other instruments, certificates and
representations of public officials, officers and representatives
of the Corporation as we have deemed appropriate or relevant as a
basis for the opinion set forth below. In addition, we have
assumed, without independent verification, the genuineness of all
signatures and the authenticity of all documents furnished to us
and the conformity in all respects of copies to originals.
For purposes of this opinion, we have also assumed that (i)
the shares of Common Stock issuable pursuant to the Plan will
continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Plan; (ii) no change occurs in
applicable law or the pertinent facts; and (iii) the provisions
of "blue sky" and other securities laws as may be applicable have
been complied with to the extent required.
Based upon the foregoing, and subject to the qualifications
and assumptions set forth herein, we are of the opinion as of the
date hereof that the shares of Common Stock to be issued pursuant
to the Plan, when issued pursuant to and in accordance with the
Registration Statement and the Plan, will be legally issued,
fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
BREYER & AGUGGIA
Exhibit 23.1
Consent of KPMG Peat Marwick LLP
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Financial Holdings, Inc.
Charleston, South Carolina
We consent to incorporation by reference in the registration
statement on Form S-8, dated February 28, 1997, to register
shares of common stock which will be issued pursuant to the First
Financial Holdings, Inc. Performance Equity Plan for Non-Employee
Directors, of our report dated October 25, 1996, relating to the
consolidated statements of financial condition of First Financial
Holdings, Inc. and subsidiaries as of September 30, 1996 and
1995, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the
three-year period ended September 30, 1996, which report appears
in the September 30, 1996, annual report on Form 10-K of First
Financial Holdings, Inc. and subsidiaries.<PAGE>
KPMG Peat Marwick LLP
Greenville, South Carolina
February 28, 1997
Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
Exhibit 24
Power of Attorney (see signature page)
Exhibit 99.1
First Financial Holdings, Inc.
Performance Equity Plan for Non-Employee Directors
FIRST FINANCIAL HOLDINGS, INC.
PERFORMANCE EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose
The purpose of the First Financial Holdings, Inc.
Performance Equity Plan for Non-Employee Directors (the "Plan")
is to promote the interests of First Financial Holdings, Inc.,
(the "Company"), its Affiliates and its stockholders by
attracting and retaining non-employee directors capable of
furthering the future success of the Company and its Affiliates
and by aligning their economic interests more closely with those
of the Company's stockholders.
2. Definitions
"Affiliate" shall mean First Federal Savings and Loan
Association of Charleston or Peoples Federal Savings and Loan
Association.
"Affiliate Board" shall mean the board of directors of an
Affiliate.
"Affiliate Fee" shall mean the retainer payable to a
Participant during the Plan Year for service on an Affiliate
Board.
"Board" shall mean the board of directors of the Company.
"Board Fee" shall mean the retainer payable to a Participant
during the Plan Year for service on the Company Board.
"Fair Market Value" shall mean, as of any date, the closing
price of a Share on the Nasdaq Stock Market's National Market
System, or, if no Shares were traded on such date, the next<PAGE>
preceding date on which Shares were traded. If Shares are not
traded on a national securities exchange or quoted on the Nasdaq
Stock Market, and there are not at least two brokerage companies
reporting a bid price per Share on any date, then the Fair Market
Value shall be that value determined in good faith by the Board
in such manner as it deems appropriate.
"Participant" shall mean each member of the Board or an
Affiliate Board who is not an employee of the Company or an
Affiliate.
"Plan Year" shall mean the fiscal year of the Company. The
"Initial Plan Year" shall mean the period beginning October 1,
1995 and ending September 30, 1996.
"Rule 16b-3" shall mean Rule 16b-3 under the Securities
Exchange Act of 1934, as amended.
"Share" shall mean a common share of the Company and such
other securities as may be substituted for a Share or such other
securities pursuant to the adjustment provisions of Section 5.
3. Effective Date and Term of the Plan
The Plan shall become effective upon adoption by the Board,
subject to approval of the Plan by the affirmative vote of the
holders of a majority of the Shares present or represented and
entitled to vote at the annual meeting of the Company's
stockholders to be held in January 1997 or at any adjournment
thereof.
The term during which Shares shall be granted under the Plan
shall expire ten (10) years after the effective date of the Plan.
4. Grant of Shares
For the Plan Year beginning October 1, 1996, and prior to
the beginning of each Plan Year thereafter during the term of the
Plan, the Board and each Affiliate Board shall specify financial
performance criteria (the "Performance Targets") for the Company
and each Affiliate, as appropriate, and the percentage of Board
Fees or Affiliate Fees eligible for conversion to Shares upon the
attainment of the Performance Targets for the Company and each
Affiliate. For any Plan Year, the Board or each Affiliate Board
may specify a range of Performance Targets for the Company or the
Affiliate over which the percentage of Board Fees or Affiliate
Fees eligible for conversion to Shares may increase. The
Performance Targets for the Company and each Affiliate shall be
set forth in a resolution of the Board or the appropriate
Affiliate Board.
On the last business day of January of each Plan Year, each
Participant shall receive an award of Shares for the preceding
Plan Year based solely on the attainment of the Performance
Targets for the Company (if the Participant is a member of the
Board) and, on a separate basis, each Affiliate (if the
Participant is a member of an Affiliate Board). The number of
Shares awarded shall be determined separately for each
Participant by (x) multiplying the percentage of the
Participant's Board Fees eligible for conversion to Shares by the
Participant's Board Fees, (y) for each Affiliate Board on which
the Participant serves, multiplying the percentage of the
Participant's Affiliate Fees eligible for conversion to Shares by<PAGE>
the Participant's Affiliate Fees and (z) dividing the sum of the
amounts determined under clauses (x) and (y) by the Fair Market
Value of a Share on the date of grant; provided, however, that,
notwithstanding anything in this Plan to the contrary, no more
than fifty (50) percent of the sum of a Participant's Board Fees
and Affiliate Fees in any Plan Year may be converted to Shares
under this Plan. Each award of Shares shall be rounded to the
nearest whole share.
For the Initial Plan Year, Shares shall be awarded in
accordance with the formula set forth in the preceding paragraph
of this Section 4 on the basis of Performance Targets contained
in Appendix A to the Plan. The award of Shares for the Initial
Plan Year shall occur on the last business day of January 1997.
The Shares awarded under this Plan shall be in addition to,
and not in substitution for, the payment of Board Fees and
Affiliate Fees in cash. None of the Shares awarded under this
Plan shall be subject to forfeiture upon the termination of a
Participant's service prior to completion of his or her term.
Subject to adjustment as provided in Section 5, the number
of Shares which may be granted under the Plan shall be 100,000.
If on any date on which Shares are to be granted to a
Participant(s), the number of Shares remaining available under
the Plan is insufficient for the grant of Shares otherwise
authorized under the Plan for the preceding Plan Year, then each
Participant shall receive a proportionate number of the remaining
Shares (rounded to the greatest number of whole Shares). The
Shares granted under the Plan may consist in whole or in part of
authorized and unissued or reacquired Common Stock. The
obligation of the Company to deliver Shares shall be subject to
all applicable laws, rules and regulations, and to such approvals
by governmental agencies as may be deemed necessary or
appropriate by the Company, including, among others, such steps
as counsel for the Company shall deem necessary or appropriate to
comply with requirements of relevant securities laws. This
obligation shall also be subject to the condition that any Shares
reserved for issuance under the Plan shall have been duly listed
on any national securities exchange which then constitutes the
principal trading market for the Shares.
5. Adjustments
The number and kind of Shares which shall be automatically
granted to each Participant under Section 4 of the Plan shall be
automatically adjusted to prevent dilution or enlargement of the
rights of Participants in the event of any changes in the number
or kind of outstanding Shares resulting from a merger,
recapitalization, stock exchange, stock split, stock dividend,
other extraordinary dividend or distribution, corporate division
or other change in the Company's corporate or capital structure.
6. Amendment, Suspension and Discontinuance
The Board may at any time amend, suspend or discontinue the
Plan, provided that, if stockholder approval of such action is
necessary in order to ensure compliance with Rule 16b-3, such
action shall be subject to approval by the holders of the Shares
by the vote and in the manner required by Rule 16b-3.
7. Compliance with Rule 16b-3<PAGE>
The Company intends that the Plan and all transactions
hereunder meet all of the requirements of Rule 16b-3, and that
any Participant shall not, as a result of any grant hereunder,
lose his or her status as a "disinterested person" as defined in
Rule 16b-3. Accordingly, if any provision of the Plan does not
meet a requirement of Rule 16b-3 as then applicable to any such
transaction, or would cause a Participant not to be a
"disinterested person," such provision shall be construed or
deemed amended to the extent necessary to meet such requirement
and to preserve such status.
8. Withholding
A Participant may be required to pay to the Company and the
Company shall have the right and is hereby authorized to withhold
from any Award, from any payment due or transfer made under any
Award or from any compensation or other amount owing to a
Participant the amount of any applicable withholding taxes in
respect of any Shares granted under the Plan and take such other
action as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes.
9. Governing Law
The Plan shall be applied and construed in accordance with
and governed by the law of the State of South Carolina and
applicable Federal law.
