REGISTRATION STATEMENT NO. 333-_____
Filed November 16, 1998
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 (I.R.S. Employer
of incorporation or Identification No.)
organization)
2440 Mall Drive, Suite 100
Charleston, South Carolina 29406
(843) 529-5933
(Address of principal executive
offices)
Stock Option Agreements with
Julie H. Brunson
Joseph D. Carson
Libby L. Godbold
Jane L. Johnson
A. P. Skinner, III
(Full title of the Plan)
A. Thomas Hood With copies to:
President and Chief Executive John F. Breyer, Jr., Esquire
Officer Breyer & Associates PC
First Financial Holdings, Inc. 1300 I Street, N.W.
2440 Mall Drive, Suite 100 Suite 470 East
Charleston, South Carolina Washington, D.C. 20005
29406 (202) 737-7900
(843) 529-5933
Name, address and telephone
number of agent for service
Page 1 of 7 Pages
Index to Exhibits Appears on Page 4.
<PAGE>
Calculation of Registration Fee
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities to be Offering Aggregate registra-
Registered Registered Price Per Offering tion
Share(1) Price(1) Fee
Common Stock, 46,240 $19.375 $895,900 $249
$.01 par
value
(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 $19.375, based upon
the average of the high and low trading prices of the common
stock, $.01 par value per share (the "Common Stock"), of
First Financial Holdings, Inc. (the "Registrant"), as
reported on the Nasdaq National Market on November 11, 1998.
(2)46,240 shares are being registered for issuance under the
terms of the Stock Option Agreements with Julie H. Brunson,
Joseph D. Carson, Libby L. Godbold, Jane L. Johnson and A. P.
Skinner, III (the foregoing plan is referred to herein as the
"Agreements"); together with an indeterminate number of
shares reserved for issuance pursuant to the Agreements as a
result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
Note: This Registration Statement relates to the
registration of shares to be issued upon the exercise of options
assumed by the Registrant in connection with the acquisition of
Investors Savings Bank of South Carolina, Inc.
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.
Section 230.462.
<PAGE>
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 Company's Annual Report on Form 10-K (File No. 0-
17122), for the year ended September 30, 1997;
(2) the Registrant's Report on Form 10-Q (File No. 017122)
for the quarter ended December 31, 1997;
(3) the Registrant's Report on Form 10-Q (File No. 017122)
for the quarter ended March 31, 1998;
(4) the Registrant's Report on Form 10-Q (File No. 017122)
for the quarter ended June 30, 1998;
(5) the Registrant's Registration Statement on Form S-4
(File No. 333-33951), dated August 19, 1997; and
(6) The description of the Common Stock contained in the
Registrant's Joint Proxy Statement/Prospectus dated
September 5, 1997 and filed as part of the Registrant's
Registration Statement on Form S-4 (File No. 333-
33951), dated August 19, 1997.
All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act, after the date hereof 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 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
Article XVII of the Registrant's Certificate of Incorporation
provides for indemnification of directors and officers of the
Registrant against any and all liabilities, judgments, fines and
reasonable settlements, costs, expenses and attorneys' fees
incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw.
Article XVII also provides for the authority to purchase
insurance with respect thereto.
Section 145 of the General Corporation Law of the State of
Delaware authorizes a corporation's board of directors to grant
indemnity under certain circumstances to directors and officers,
when made, or threatened to be made, parties to certain
proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including
attorneys' fees. In addition, under certain circumstances such
persons may be indemnified against expenses actually and
reasonably incurred in defense of a proceeding by or on behalf of
the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers
of other corporations or enterprises who are serving as such at
the request of the corporation, when such persons are made, or
threatened to be made, parties to certain proceedings by reason
of such status, against judgments, fines, settlements and
expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses
actually and reasonably incurred in connection with the defense
or settlement of a proceeding by or in the right of such other
corporation or enterprise. Indemnification is permitted where
such person (i) was acting in good faith, (ii) was acting in a
manner reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise,
as appropriate, (iii) with respect to criminal proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iv)
was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding
was brought determines that such person is fairly and reasonably
entitled to indemnity).
Unless ordered by a court, indemnification may be made only
following a determination that such indemnification is
permissible because the person being indemnified has met the
requisite standard of conduct. Such determination may be made
(i) by the corporation's board of directors by a majority vote of
a quorum consisting of directors not at the time parties to such
proceeding; or (ii) if such a quorum cannot be obtained or the
quorum so directs, then by independent legal counsel in a written
opinion; or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and
officers in defending a proceeding to be paid by the corporation
in advance of the final disposition of such proceedings upon the
receipt of an undertaking by the director or officer to repay
such amount if it is ultimately determined that he is not
entitled to be indemnified by the corporation against such
expenses.
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 Stock Option Agreement with Julie H. Brunson
99.2 Stock Option Agreement with Joseph D. Carson
99.3 Stock Option Agreement with Libby L. Godbold
99.4 Stock Option Agreement with Jane L. Johnson
99.5 Stock Option Agreement with A. P. Skinner III
_____________________________________
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 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 be 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,
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 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.
<PAGE>
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 16th day of November 1998.
FIRST FINANCIAL HOLDINGS, INC.
By: /s/ A. Thomas Hood
A. Thomas Hood
President, Chief Executive
Officer and Director
(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: November 16, 1998
A. Thomas Hood
President, Chief Executive
Officer and Director (Principal
Executive Officer)
By:/s/ Susan E. Baham Date: November 16, 1998
Susan E. Baham
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
By:/s/ D. Van Smith Date: November 16, 1998
D. Van Smith
Chairman
By:/s/ A. L. Hutchinson, Jr. Date: November 16, 1998
A.L. Hutchinson, Jr.
Vice Chairman
By:/s/ Gary C. Banks, Jr. Date: November 16, 1998
Gary C. Banks, Jr.
Director
By: Date:
Paula Harper Bethea
Director
By:/s/ Paul G. Campbell, Jr. Date: November 16, 1998
Paul G. Campbell, Jr.
Director
By: Date:
Thomas J. Johnson
Director
By:/s/ James C. Murray Date: November 16, 1998
James C. Murray
Director
By: Date:
D. Kent Sharples
Director
By:/s/ Thomas E. Thornhill Date: November 16, 1998
Thomas E. Thornhill
Director
<PAGE>
Exhibit 5
Opinion of Breyer & Aguggia
November 16, 1998
Board of Directors
First Financial Holdings, Inc.
2400 Mall Drive, Suite 100
Charleston, South Carolina 29418
Dear Board Members:
We have acted as special counsel to First Financial
Holdings, Inc., a Delaware corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission
("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $.01 per
share (the "Common Stock") of the Company which may be issued
pursuant to the terms of the Registrant's stock option agreements
with Julie H. Brunson, Joseph D. Carson, Libby L. Godbold, Jane
L. Johnson and A. P. Skinner, III (the "Agreements"), all as more
fully described in the Registration Statement. You have
requested the opinion of this firm with respect to certain legal
aspects of the proposed offering.
We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plan
will be duly and validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8.
Sincerely,
/s/ Breyer & Aguggia LLP
BREYER & AGUGGIA LLP
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First Financial Holdings, Inc.
Charleston, South Carolina
We consent to the use of our report dated October 24, 1997,
relating to the audit of First Financial Holdings, Inc. and
subsidiaries as of September 30, 1997 and 1996, and for each of
the years in the three-year period ended September 30, 1997,
which report appears in the September 30, 1997, annual report on
Form 10-K of First Financial Holdings, Inc. and subsidiaries,
incorporated by reference in the registration statement on Form
S-8 of First Financial Holdings, Inc., dated November 16, 1998,
to register shares of common stock which will be issued pursuant
to the Stock Option Agreements with Julie H. Brunson, Joseph D.
Carson, Libby L. Godbold, Jane L. Johnson and A. P. Skinner, III.
KPMG PEAT MARWICK LLP
Greenville, South Carolina
November 16, 1998
<PAGE>
Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
Exhibit 24
Power of Attorney (see signature page)
<PAGE>
Exhibit 99.1
STOCK OPTION AGREEMENT
THIS OPTION executed on the 28th day of May, 1998, by and
between FIRST FINANCIAL HOLDINGS, INC. ( First Financial"), a
Delaware corporation, and JULIE H. BRUNSON ("Optionee").
This Agreement has been authorized by the Board of Directors
of First Financial pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") by and between First
Financial, Peoples Federal Savings and Loan Association and
Investors Savings Bank of South Carolina, Inc. ("Investors"),
wherein First Financial, inter alia, agreed to assume certain
stock options issued by Investors (the "Investors Options").
1. Option. First Financial hereby grants to Optionee the
option to purchase up to 5,440 shares of the common stock of
First Financial, $0.01 par value, at a purchase price of $9.61
per share. The number of shares and the purchase price per share
of this Option reflects the adjustment of the Investors Options
held by Optionee in accordance with the provisions of the Merger
Agreement. For federal tax purposes, this Option is intended to
be a nonqualified stock option and the provisions of this
Agreement shall be construed accordingly.
2. Exercise of Option. Subject to the terms of this
Agreement, this Option expires on September 19, 2006 and may be
exercised at any time on or before such date. This Option may be
exercised for less than the full number of shares stated above,
and will thereafter remain in effect as to the remaining number
of shares not yet purchased, subject to the provisions hereof.
3. Manner of Exercise. This Option shall be exercised by
written notice to the Secretary of First Financial at its
principal business office, which notice shall be signed by the
Optionee, or by his successor as hereinafter described in
Paragraph 7, which notice shall state the number of shares with
respect to which this Option is being exercised. Such notice
must be accompanied by a certified or cashier's check, or the
equivalent thereof, satisfactory to First Financial for the
option price of said shares in full. As soon as practicable
after said notice shall have been received, First Financial shall
deliver to Optionee a stock certificate registered in Optionee's
name and representing such shares.
4. Employment of Optionee. Except as hereinafter provided
in Paragraphs 6 and 7, at the time of exercise of this Option,
the Optionee must be an employee of First Financial or a
subsidiary corporation of First Financial.
5. Non-Transferability. This Option shall not be
transferred or assigned except by will or by the laws of descent
during Optionee's lifetime.
6. Termination of Employment. If the employment of
Optionee is terminated for any reason other than his disability
(as set forth in Paragraph 7), death or his retirement with the
consent of First Financial, this Option shall terminate
immediately. If Optionee retires with the consent of First
Financial, or any of its subsidiaries, he may exercise this
Option to the extent that he was entitled to exercise it as of
the date of said retirement, but only within three (3) months
after said retirement, but in no event after the expiration date
of the Option specified in Section 2 of this Agreement. A
temporary leave of absence approved by First Financial or one of
its subsidiaries shall not be deemed to be a termination of
employment. This Option does not confer upon any person any
right with respect to continuation of employment by First
Financial or any of its subsidiaries nor does it limit in any way
the right of First Financial or any such subsidiary to terminate
employment of Optionee at any time.
7. Death or Disability. If Optionee shall become disabled
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or shall die while an employee of First
Financial or any of its subsidiaries, or shall die within three
(3) months after retiring with the consent of First Financial,
this Option may be exercised by the disabled Optionee or by a
legatee or legatees of Optionee under his Last Will, or by his
personal representatives or distributees, at any time within one
(1) year after Optionee's death or disability, but in no event
after the expiration date of the Option specified in Section 2 of
this Agreement.
8. Adjustments Upon Changes in Capitalization. The total
amount of shares which may be purchased hereunder (both as to the
number of shares and the Option price) shall be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of common stock in the event of a stock
dividend, stock split, recapitalization or similar event
affecting the common stock.
9. Effect of a Change in Control. In the event of a
"change in control" of First Financial, as such term is defined
in the First Financial 1997 Stock Option and Incentive Plan (the
"1997 Plan"), the provisions of Section 9(c) of the 1997 Plan
shall apply to this Option.
10. Legend on Certificates. Any shares issued upon
exercise of this Option may bear such legend as First Financial
may determine is necessary or desirable to comply with federal or
state securities laws.
11. Miscellaneous. Optionee shall not have any rights
of a shareholder of First Financial with respect to the shares
covered by this Option except to the extent one or more
certificates for shares shall have been delivered to him upon the
due exercise of this Option. This Option shall be governed by
the laws of the State of South Carolina and shall not be modified
except in writing signed by both parties hereto. Paragraph
headings are for convenience only and do not alter or modify the
terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Option on the date first above written.
Attest: FIRST FINANCIAL HOLDINGS, INC.
/s/ Phyllis B. Ainsworth By:/s/ James C. Murray
James C. Murray, Chairman
Compensation/Benefits Committee of
the Board of Directors
(SEAL) OPTIONEE
/s/ Julie H. Brunson
Julie H. Brunson
Date:6/8/98
<PAGE>
Exhibit 99.2
STOCK OPTION AGREEMENT
THIS OPTION executed on the 28th day of May, 1998, by and
between FIRST FINANCIAL HOLDINGS, INC. ("First Financial"), a
Delaware corporation, and JOSEPH D. CARSON ("Optionee").
This Agreement has been authorized by the Board of Directors
of First Financial pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") by and between First
Financial, Peoples Federal Savings and Loan Association and
Investors Savings Bank of South Carolina, Inc. ("Investors"),
wherein First Financial, inter alia, agreed to assume certain
stock options issued by Investors (the "Investors Options").
1. Option. First Financial hereby grants to Optionee the
option to purchase up to 13,600 shares of the common stock of
First Financial, $0.01 par value, at a purchase price of $9.61
per share. The number of shares and the purchase price per share
of this Option reflects the adjustment of the Investors Options
held by Optionee in accordance with the provisions of the Merger
Agreement. For federal tax purposes, this Option is intended to
be a nonqualified stock option and the provisions of this
Agreement shall be construed accordingly.
2. Exercise of Option. Subject to the terms of this
Agreement, this Option expires on September 19, 2006 and may be
exercised at any time on or before such date. This Option may be
exercised for less than the full number of shares stated above,
and will thereafter remain in effect as to the remaining number
of shares not yet purchased, subject to the provisions hereof.
3. Manner of Exercise. This Option shall be exercised by
written notice to the Secretary of First Financial at its
principal business office, which notice shall be signed by the
Optionee, or by his successor as hereinafter described in
Paragraph 7, which notice shall state the number of shares with
respect to which this Option is being exercised. Such notice
must be accompanied by a certified or cashier's check, or the
equivalent thereof, satisfactory to First Financial for the
option price of said shares in full. As soon as practicable
after said notice shall have been received, First Financial shall
deliver to Optionee a stock certificate registered in Optionee's
name and representing such shares.
4. Employment of Optionee. Except as hereinafter provided
in Paragraphs 6 and 7, at the time of exercise of this Option,
the Optionee must be an employee of First Financial or a
subsidiary corporation of First Financial.
5. Non-Transferability. This Option shall not be
transferred or assigned except by will or by the laws of descent
during Optionee's lifetime.
6. Termination of Employment. If the employment of
Optionee is terminated for any reason other than his disability
(as set forth in Paragraph 7), death or his retirement with the
consent of First Financial, this Option shall terminate
immediately. If Optionee retires with the consent of First
Financial, or any of its subsidiaries, he may exercise this
Option to the extent that he was entitled to exercise it as of
the date of said retirement, but only within three (3) months
after said retirement, but in no event after the expiration date
of the Option specified in Section 2 of this Agreement. A
temporary leave of absence approved by First Financial or one of
its subsidiaries shall not be deemed to be a termination of
employment. This Option does not confer upon any person any
right with respect to continuation of employment by First
Financial or any of its subsidiaries nor does it limit in any way
the right of First Financial or any such subsidiary to terminate
employment of Optionee at any time.
7. Death or Disability. If Optionee shall become disabled
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or shall die while an employee of First
Financial or any of its subsidiaries, or shall die within three
(3) months after retiring with the consent of First Financial,
this Option may be exercised by the disabled Optionee or by a
legatee or legatees of Optionee under his Last Will, or by his
personal representatives or distributees, at any time within one
(1) year after Optionee's death or disability, but in no event
after the expiration date of the Option specified in Section 2 of
this Agreement.
8. Adjustments Upon Changes in Capitalization. The total
amount of shares which may be purchased hereunder (both as to the
number of shares and the Option price) shall be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of common stock in the event of a stock
dividend, stock split, recapitalization or similar event
affecting the common stock.
9. Effect of a Change in Control. In the event of a
"change in control" of First Financial, as such term is defined
in the First Financial 1997 Stock Option and Incentive Plan (the
"1997 Plan"), the provisions of Section 9(c) of the 1997 Plan
shall apply to this Option.
10. Legend on Certificates. Any shares issued upon
exercise of this Option may bear such legend as First Financial
may determine is necessary or desirable to comply with federal or
state securities laws.
11. Miscellaneous. Optionee shall not have any rights
of a shareholder of First Financial with respect to the shares
covered by this Option except to the extent one or more
certificates for shares shall have been delivered to him upon the
due exercise of this Option. This Option shall be governed by
the laws of the State of South Carolina and shall not be modified
except in writing signed by both parties hereto. Paragraph
headings are for convenience only and do not alter or modify the
terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Option on the date first above written.
Attest: FIRST FINANCIAL HOLDINGS, INC.
/s/ Phyllis B. Ainsworth By:/s/ James C. Murray
James C. Murray, Chairman
Compensation/Benefits Committee
of the Board of Directors
(SEAL) OPTIONEE
/s/ Joseph D. Carson
Joseph D. Carson
Date: June 3, 1998
<PAGE>
Exhibit 99.3
STOCK OPTION AGREEMENT
THIS OPTION executed on the 28th day of May, 1998, by and
between FIRST FINANCIAL HOLDINGS, INC. ("First Financial"), a
Delaware corporation, and LIBBY L. GODBOLD ("Optionee").
This Agreement has been authorized by the Board of Directors
of First Financial pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") by and between First
Financial, Peoples Federal Savings and Loan Association and
Investors Savings Bank of South Carolina, Inc. ("Investors"),
wherein First Financial, inter alia, agreed to assume certain
stock options issued by Investors (the "Investors Options").
1. Option. First Financial hereby grants to Optionee the
option to purchase up to 10,880 shares of the common stock of
First Financial, $0.01 par value, at a purchase price of $9.61
per share. The number of shares and the purchase price per share
of this Option reflects the adjustment of the Investors Options
held by Optionee in accordance with the provisions of the Merger
Agreement. For federal tax purposes, this Option is intended to
be a nonqualified stock option and the provisions of this
Agreement shall be construed accordingly.
2. Exercise of Option. Subject to the terms of this
Agreement, this Option expires on September 19, 2006 and may be
exercised at any time on or before such date. This Option may be
exercised for less than the full number of shares stated above,
and will thereafter remain in effect as to the remaining number
of shares not yet purchased, subject to the provisions hereof.
3. Manner of Exercise. This Option shall be exercised by
written notice to the Secretary of First Financial at its
principal business office, which notice shall be signed by the
Optionee, or by his successor as hereinafter described in
Paragraph 7, which notice shall state the number of shares with
respect to which this Option is being exercised. Such notice
must be accompanied by a certified or cashier's check, or the
equivalent thereof, satisfactory to First Financial for the
option price of said shares in full. As soon as practicable
after said notice shall have been received, First Financial shall
deliver to Optionee a stock certificate registered in Optionee's
name and representing such shares.
4. Employment of Optionee. Except as hereinafter provided
in Paragraphs 6 and 7, at the time of exercise of this Option,
the Optionee must be an employee of First Financial or a
subsidiary corporation of First Financial.
5. Non-Transferability. This Option shall not be
transferred or assigned except by will or by the laws of descent
during Optionee's lifetime.
6. Termination of Employment. If the employment of
Optionee is terminated for any reason other than his disability
(as set forth in Paragraph 7), death or his retirement with the
consent of First Financial, this Option shall terminate
immediately. If Optionee retires with the consent of First
Financial, or any of its subsidiaries, he may exercise this
Option to the extent that he was entitled to exercise it as of
the date of said retirement, but only within three (3) months
after said retirement, but in no event after the expiration date
of the Option specified in Section 2 of this Agreement. A
temporary leave of absence approved by First Financial or one of
its subsidiaries shall not be deemed to be a termination of
employment. This Option does not confer upon any person any
right with respect to continuation of employment by First
Financial or any of its subsidiaries nor does it limit in any way
the right of First Financial or any such subsidiary to terminate
employment of Optionee at any time.
7. Death or Disability. If Optionee shall become disabled
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or shall die while an employee of First
Financial or any of its subsidiaries, or shall die within three
(3) months after retiring with the consent of First Financial,
this Option may be exercised by the disabled Optionee or by a
legatee or legatees of Optionee under his Last Will, or by his
personal representatives or distributees, at any time within one
(1) year after Optionee's death or disability, but in no event
after the expiration date of the Option specified in Section 2 of
this Agreement.
8. Adjustments Upon Changes in Capitalization. The total
amount of shares which may be purchased hereunder (both as to the
number of shares and the Option price) shall be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of common stock in the event of a stock
dividend, stock split, recapitalization or similar event
affecting the common stock.
9. Effect of a Change in Control. In the event of a
"change in control" of First Financial, as such term is defined
in the First Financial 1997 Stock Option and Incentive Plan (the
"1997 Plan"), the provisions of Section 9(c) of the 1997 Plan
shall apply to this Option.
10. Legend on Certificates. Any shares issued upon
exercise of this Option may bear such legend as First Financial
may determine is necessary or desirable to comply with federal or
state securities laws.
11. Miscellaneous. Optionee shall not have any rights
of a shareholder of First Financial with respect to the shares
covered by this Option except to the extent one or more
certificates for shares shall have been delivered to him upon the
due exercise of this Option. This Option shall be governed by
the laws of the State of South Carolina and shall not be modified
except in writing signed by both parties hereto. Paragraph
headings are for convenience only and do not alter or modify the
terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Option on the date first above written.
Attest: FIRST FINANCIAL HOLDINGS, INC.
/s/ Phyllis B. Ainsworth By:/s/ James C. Murray
James C. Murray, Chairman
Compensation/Benefits Committee of
the Board of Directors
(SEAL) OPTIONEE
/s/ Libby L. Godbold
Libby L. Godbold
Date: 6/2/98
<PAGE>
Exhibit 99.4
STOCK OPTION AGREEMENT
THIS OPTION executed on the 28th day of May, 1998, by and
between FIRST FINANCIAL HOLDINGS, INC. ("First Financial"), a
Delaware corporation, and JANE L. JOHNSON ("Optionee").
This Agreement has been authorized by the Board of Directors
of First Financial pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") by and between First
Financial, Peoples Federal Savings and Loan Association and
Investors Savings Bank of South Carolina, Inc. ("Investors"),
wherein First Financial, inter alia, agreed to assume certain
stock options issued by Investors (the "Investors Options").
1. Option. First Financial hereby grants to Optionee the
option to purchase up to 5,440 shares of the common stock of
First Financial, $0.01 par value, at a purchase price of $9.61
per share. The number of shares and the purchase price per share
of this Option reflects the adjustment of the Investors Options
held by Optionee in accordance with the provisions of the Merger
Agreement. For federal tax purposes, this Option is intended to
be a nonqualified stock option and the provisions of this
Agreement shall be construed accordingly.
2. Exercise of Option. Subject to the terms of this
Agreement, this Option expires on September 19, 2006 and may be
exercised at any time on or before such date. This Option may be
exercised for less than the full number of shares stated above,
and will thereafter remain in effect as to the remaining number
of shares not yet purchased, subject to the provisions hereof.
3. Manner of Exercise. This Option shall be exercised by
written notice to the Secretary of First Financial at its
principal business office, which notice shall be signed by the
Optionee, or by his successor as hereinafter described in
Paragraph 7, which notice shall state the number of shares with
respect to which this Option is being exercised. Such notice
must be accompanied by a certified or cashier's check, or the
equivalent thereof, satisfactory to First Financial for the
option price of said shares in full. As soon as practicable
after said notice shall have been received, First Financial shall
deliver to Optionee a stock certificate registered in Optionee's
name and representing such shares.
4. Employment of Optionee. Except as hereinafter provided
in Paragraphs 6 and 7, at the time of exercise of this Option,
the Optionee must be an employee of First Financial or a
subsidiary corporation of First Financial.
5. Non-Transferability. This Option shall not be
transferred or assigned except by will or by the laws of descent
during Optionee's lifetime.
6. Termination of Employment. If the employment of
Optionee is terminated for any reason other than his disability
(as set forth in Paragraph 7), death or his retirement with the
consent of First Financial, this Option shall terminate
immediately. If Optionee retires with the consent of First
Financial, or any of its subsidiaries, he may exercise this
Option to the extent that he was entitled to exercise it as of
the date of said retirement, but only within three (3) months
after said retirement, but in no event after the expiration date
of the Option specified in Section 2 of this Agreement. A
temporary leave of absence approved by First Financial or one of
its subsidiaries shall not be deemed to be a termination of
employment. This Option does not confer upon any person any
right with respect to continuation of employment by First
Financial or any of its subsidiaries nor does it limit in any way
the right of First Financial or any such subsidiary to terminate
employment of Optionee at any time.
7. Death or Disability. If Optionee shall become disabled
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or shall die while an employee of First
Financial or any of its subsidiaries, or shall die within three
(3) months after retiring with the consent of First Financial,
this Option may be exercised by the disabled Optionee or by a
legatee or legatees of Optionee under his Last Will, or by his
personal representatives or distributees, at any time within one
(1) year after Optionee's death or disability, but in no event
after the expiration date of the Option specified in Section 2 of
this Agreement.
8. Adjustments Upon Changes in Capitalization. The total
amount of shares which may be purchased hereunder (both as to the
number of shares and the Option price) shall be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of common stock in the event of a stock
dividend, stock split, recapitalization or similar event
affecting the common stock.
9. Effect of a Change in Control. In the event of a
"change in control" of First Financial, as such term is defined
in the First Financial 1997 Stock Option and Incentive Plan (the
"1997 Plan"), the provisions of Section 9(c) of the 1997 Plan
shall apply to this Option.
10. Legend on Certificates. Any shares issued upon
exercise of this Option may bear such legend as First Financial
may determine is necessary or desirable to comply with federal or
state securities laws.
11. Miscellaneous. Optionee shall not have any rights
of a shareholder of First Financial with respect to the shares
covered by this Option except to the extent one or more
certificates for shares shall have been delivered to him upon the
due exercise of this Option. This Option shall be governed by
the laws of the State of South Carolina and shall not be modified
except in writing signed by both parties hereto. Paragraph
headings are for convenience only and do not alter or modify the
terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Option on the date first above written.
Attest: FIRST FINANCIAL HOLDINGS, INC.
/s/ Phyllis B. Ainsworth By:/s/ James C. Murray
James C. Murray, Chairman
Compensation/Benefits Committee of
the Board of Directors
(SEAL) OPTIONEE
/s/ Jane L. Johnson
Jane L. Johnson
Date:6/3/98
<PAGE>
Exhibit 99.5
STOCK OPTION AGREEMENT
THIS OPTION executed on the 28th day of May, 1998, by and
between FIRST FINANCIAL HOLDINGS, INC. ("First Financial"), a
Delaware corporation, and A. P. SKINNER III ("Optionee").
This Agreement has been authorized by the Board of Directors
of First Financial pursuant to the terms of the Agreement and
Plan of Merger (the "Merger Agreement") by and between First
Financial, Peoples Federal Savings and Loan Association and
Investors Savings Bank of South Carolina, Inc. ("Investors"),
wherein First Financial, inter alia, agreed to assume certain
stock options issued by Investors (the "Investors Options").
1. Option. First Financial hereby grants to Optionee the
option to purchase up to 10,880 shares of the common stock of
First Financial, $0.01 par value, at a purchase price of $9.61
per share. The number of shares and the purchase price per share
of this Option reflects the adjustment of the Investors Options
held by Optionee in accordance with the provisions of the Merger
Agreement. For federal tax purposes, this Option is intended to
be a nonqualified stock option and the provisions of this
Agreement shall be construed accordingly.
2. Exercise of Option. Subject to the terms of this
Agreement, this Option expires on September 19, 2006 and may be
exercised at any time on or before such date. This Option may be
exercised for less than the full number of shares stated above,
and will thereafter remain in effect as to the remaining number
of shares not yet purchased, subject to the provisions hereof.
3. Manner of Exercise. This Option shall be exercised by
written notice to the Secretary of First Financial at its
principal business office, which notice shall be signed by the
Optionee, or by his successor as hereinafter described in
Paragraph 7, which notice shall state the number of shares with
respect to which this Option is being exercised. Such notice
must be accompanied by a certified or cashier's check, or the
equivalent thereof, satisfactory to First Financial for the
option price of said shares in full. As soon as practicable
after said notice shall have been received, First Financial shall
deliver to Optionee a stock certificate registered in Optionee's
name and representing such shares.
4. Employment of Optionee. Except as hereinafter provided
in Paragraphs 6 and 7, at the time of exercise of this Option,
the Optionee must be an employee of First Financial or a
subsidiary corporation of First Financial.
5. Non-Transferability. This Option shall not be
transferred or assigned except by will or by the laws of descent
during Optionee's lifetime.
6. Termination of Employment. If the employment of
Optionee is terminated for any reason other than his disability
(as set forth in Paragraph 7), death or his retirement with the
consent of First Financial, this Option shall terminate
immediately. If Optionee retires with the consent of First
Financial, or any of its subsidiaries, he may exercise this
Option to the extent that he was entitled to exercise it as of
the date of said retirement, but only within three (3) months
after said retirement, but in no event after the expiration date
of the Option specified in Section 2 of this Agreement. A
temporary leave of absence approved by First Financial or one of
its subsidiaries shall not be deemed to be a termination of
employment. This Option does not confer upon any person any
right with respect to continuation of employment by First
Financial or any of its subsidiaries nor does it limit in any way
the right of First Financial or any such subsidiary to terminate
employment of Optionee at any time.
7. Death or Disability. If Optionee shall become disabled
within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended, or shall die while an employee of First
Financial or any of its subsidiaries, or shall die within three
(3) months after retiring with the consent of First Financial,
this Option may be exercised by the disabled Optionee or by a
legatee or legatees of Optionee under his Last Will, or by his
personal representatives or distributees, at any time within one
(1) year after Optionee's death or disability, but in no event
after the expiration date of the Option specified in Section 2 of
this Agreement.
8. Adjustments Upon Changes in Capitalization. The total
amount of shares which may be purchased hereunder (both as to the
number of shares and the Option price) shall be appropriately
adjusted for any increase or decrease in the number of
outstanding shares of common stock in the event of a stock
dividend, stock split, recapitalization or similar event
affecting the common stock.
9. Effect of a Change in Control. In the event of a
"change in control" of First Financial, as such term is defined
in the First Financial 1997 Stock Option and Incentive Plan (the
"1997 Plan"), the provisions of Section 9(c) of the 1997 Plan
shall apply to this Option.
10. Legend on Certificates. Any shares issued upon
exercise of this Option may bear such legend as First Financial
may determine is necessary or desirable to comply with federal or
state securities laws.
11. Miscellaneous. Optionee shall not have any rights
of a shareholder of First Financial with respect to the shares
covered by this Option except to the extent one or more
certificates for shares shall have been delivered to him upon the
due exercise of this Option. This Option shall be governed by
the laws of the State of South Carolina and shall not be modified
except in writing signed by both parties hereto. Paragraph
headings are for convenience only and do not alter or modify the
terms hereof.
IN WITNESS WHEREOF, the undersigned have executed this
Option on the date first above written.
Attest: FIRST FINANCIAL HOLDINGS, INC.
/s/ Phyllis B. Ainsworth By:/s/ James C. Murray
James C. Murray, Chairman
Compensation/Benefits Committee
of the Board of Directors
(SEAL) OPTIONEE
/s/ A. P. Skinner, III
A. P. Skinner, III
Date:6/2/98
