REGISTRATION STATEMENT NO. 333-_____
Filed January 27, 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 (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
2400 Mall Drive, Suite 100
Charleston, South Carolina 29418
(803) 724-0800
(Address of principal executive
offices)
Investors Savings Bank of South
Carolina, Inc.
Incentive Stock Option Plan
(Full title of the Plan)
A. Thomas Hood With copies to:
President and Chief Eric S. Kracov, Esquire
Executive Officer Breyer & Aguggia
First Financial 1300 I Street, N.W.
Holdings, Inc. Suite 470 East
2400 Mall Drive, Suite Washington, D.C. 20005
100 (202) 737-7900
Charleston, South
Carolina 29418
(803) 724-0800
Name, address and
telephone number of
agent for service
Calculation of Registration Fee
Proposed
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities to be Offering Aggregate Registration
be Registered Registered Price Per Offering Fee
Share (1) Price(1)
Common Stock, 15,892 $50.50 $802,546 $243.20
$.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 $50.50,
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 January 23, 1998.
(2) 15,892 shares are being registered for issuance under the
terms of the Investors Savings Bank of South Carolina,
Inc. Incentive Stock Option Plan (the foregoing plan is
referred to herein as the "Plan"); together with an
indeterminate number of shares reserved for issuance
pursuant to the Plans 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 Registration Statement on Form S-4 (File No.
333-33951), dated August 19, 1997; and
(3) 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 Investors Savings Bank of South Carolina, Inc.
Incentive Stock Option Plan
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 28th day of January 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: January 27, 1998
A. Thomas Hood
President, Chief Executive Officer
and Director (Principal Executive
Officer)
By: /s/ Susan E. Baham Date: January 27, 1998
Susan E. Baham
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting Officer)
By: /s/ D. Van Smith Date: January 27, 1998
D. Van Smith
Chairman
By: /s/ A. L. Hutchinson, Jr. Date: January 27, 1998
A.L. Hutchinson, Jr.
Vice Chairman
By: /s/ Gary C. Banks, Jr. Date: January 27, 1998
Gary C. Banks, Jr.
Director
By: /s/ Joseph A. Baroody Date: January 27, 1998
Joseph A. Baroody
Director
By: /s/ Paula Harper Bethea Date: January 27, 1998
Paula Harper Bethea
Director
By: /s/ Paul G. Campbell, Jr. Date: January 27, 1998
Paul G. Campbell, Jr.
Director
By: /s/ James C. Murray Date: January 27, 1998
James C. Murray
Director
By: /s/ D. Kent Sharples Date: January 27, 1998
D. Kent Sharples
Director
By: Date:
Thomas E. Thornhill
Director
Exhibit 5
Opinion of Breyer & Aguggia
January 27, 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 Investors Savings Bank of South Carolina, Inc. Incentive
Stock Option Plan (the "Plan"), 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,
BREYER & AGUGGIA
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 January 27, 1998, to register shares
of common stock which will be issued pursuant to the Investors Savings Bank
of South Carolina, Inc. Incentive Stock Option Plan.
KPMG PEAT MARWICK LLP
Greenville, South Carolina
January 27, 1998
Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
Exhibit 24
Power of Attorney (see signature page)
Exhibit 99.1
<PAGE>
INVESTORS SAVINGS BANK OF SOUTH CAROLINA, INC.
INCENTIVE STOCK OPTION PLAN
1. Purpose. This plan, which shall be known as the Incentive Stock
Option Plan, (hereinafter referred to as the Plan ), is to advance the
interests of Investors Savings Bank of South Carolina, Inc. (hereinafter
referred to as the Corporation ), and its shareholders by strengthening
the ability of the Corporation and its subsidiaries to attract and retain,
in key positions officers and key employees of training, experience, and
ability, and to furnish additional incentive to those of its officers and
key employees upon whose judgment, initiative and efforts the successful
conduct and growth of its business largely depend, by encouraging them to
become owners or increase their ownership of common stock of the
Corporation.
This Plan is adopted pursuant to the requirements of Section 422A of
the Internal Revenue Code with the intention of satisfying all provisions
thereof.
2. Shares Subject to the Plan. As of May 29, 1986, 50,000
authorized but unissued shares of the $5.00 par value common stock of the
Corporation (hereinafter referred to as Stock ) will be reserved for
issuance upon the exercise of options granted from time to time under the
Plan (hereinafter referred to as Options ).
3. Administration. The Board of Directors of the Corporation shall
appoint at least 3 Board members to serve as the Stock Option Committee
(the Committee ). No member of the Committee shall be eligible to receive
an Option. Subject to the provisions of the Plan, the Committee shall have
full and exclusive authority to determine the officers and key employees to
whom Options shall be granted, the number of shares of stock to be covered
by each Option, and the time or times at which Options shall be granted; to
interpret the Plan; and to make, amend, and rescind rules and regulations
pertaining to the Plan.
As previously stated, the Plan is intended to conform to the
provisions of Section 422A of the Internal Revenue Code of 1954, as
amended, and the Committee shall interpret and administer it accordingly.
The members of the Committee shall serve at the pleasure of the Board
of Directors. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall
deem advisable. A majority of its members shall constitute a quorum, and
all actions of the Committee shall be taken by a majority of its members at
a meeting duly called and held. The Committee shall appoint a secretary,
who may be but need not be a member of the Committee, to keep minutes of
its meetings, and shall make such rules and regulations for the conduct of
its business as it shall deem advisable.
4. Eligibility. Options may be granted only to officers and key
employees who are in the active full-time employment of the Corporation and
its wholly-owned subsidiaries who are less than sixty-four years of age
and, who immediately after being granted an option, do not own (including
shares covered under Options under the Plan and any other outstanding
options) more than ten percent of the outstanding shares of the Stock.
In selecting the officers and key employees to whom Options shall be
granted, the Committee shall consider length of service, position, present
and potential contribution to the success of the Corporation and its
subsidiaries, and such other factors as the Committee deems relevant to
accomplish the purpose of the Plan.
5. Granting of Options. Following selection by the Committee of an
officer or key employee to whom an Option shall be granted (hereinafter
referred to as the Optionee ), the Corporation shall tender to the
Optionee for his signature a Stock Option Agreement (hereinafter referred
to as the Agreement ). The Agreement shall be in such form as determined
by the Committee and contain provisions consistent with the Plan. The date
on which an Option is granted is the date of the Committee s authorization
of such grant, or such later date consistent with the Plan determined by
the Committee and specified in the Agreement. However, no Option shall be
granted after the earlier of ten years from the effective date of the Plan
or ten years from the date shareholders of the Corporation approve the
Plan.
6. Maximum Number and Maximum Value of Shares to any Optionee. The
aggregate fair market value, determined at the time the Option is granted,
of Stock under the Plan and all such plans of the Corporation and its
subsidiaries for which an Optionee may be granted options in any calendar
year shall not exceed $100,000 plus any unused limit carryover to such
year.
7. Price. The purchase price of shares covered by an Option shall
be at least the fair market value on the date of grant of such Option. The
term fair market value shall be the average of the lowest asked and the
highest bid price of the Common Stock, par value of $5.00, of the
Corporation as published by the National Quotation Bureau on the date of
the grant of such Option if the Common Stock is listed by the National
Quotation Bureau. If the Common Stock is not listed, the term fair market
value shall be (a) the average of the fair market value opinions of three
completely independent and well-qualified experts chosen by the Committee;
or (b) the fair market value determined by any other reasonable method
selected by the Committee.
8. Term of Option. No Option granted under the Plan may be
exercised prior to one year from the date it is granted, except in the
event of disability, death or termination of employment as hereinafter
provided. Also, no Option may be exercised while there is outstanding any
Option granted under a plan intended to satisfy the requirements of Section
422A of the Internal Revenue Code of 1954, as amended, which was previously
granted to such Optionee to purchase stock in the Corporation or in any
corporation which at the time of the granting of the Option was a
subsidiary of the Corporation or in a predecessor corporation of any such
corporations. An Option shall be treated as outstanding until the Option
is exercised in full or expires by reason of lapse of time. Further, no
Option granted under the Plan may be exercised more than ten years after
the date the Option is granted.
9. Manner of Exercise. An Option may be exercised by written notice
to the Corporation at its office at 132 West Cheves Street, Florence, South
Carolina. The notice shall be signed by the Optionee, or by his successor,
as hereinafter described in Paragraph 12, and shall state the number of
shares with respect to which the Option is being exercised. Such notice
must be accompanied by a certified or cashier s check, or the equivalent
thereof, satisfactory to the Corporation for the full price of the shares.
As soon as practicable after the notice is received, the Corporation shall
deliver to the Optionee a stock certificate registered in his name
representing the shares.
Except as provided in Paragraphs 11 and 12, the Optionee must be an
employee of the Corporation or an employee of a subsidiary corporation of
the Corporation at the time of his exercise of an Option.
The Optionee shall not have any rights of a shareholder of the
Corporation with respect to the shares covered by the Option.
10. Non-Transferability. No Option shall be transferable by an
Optionee otherwise than by will or by the laws of descent and distribution.
During the Optionee s lifetime, his Option shall be exercisable only by
him.
11. Termination of Employment. If the employment of an Optionee is
terminated for any reason other than disability (as set forth in Paragraph
12), death or retirement with the consent of the Corporation, his Option
shall terminate immediately. If an Optionee retires with the consent of
the Corporation, or any of its subsidiaries, he may exercise his Option to
the extent that he was entitled to exercise it as of the date of retirement
but only within three months after retirement and in no event after the
expiration of ten years from the date such Option was granted. A temporary
leave of absence approved by the Corporation or one of its subsidiaries
shall not be termination of employment.
The Plan does not confer upon any person any right with respect to
continuation of employment by the Corporation or any of its subsidiaries
nor does it limit in any way the right of the Corporation or any subsidiary
to terminate his employment at any time.
12. Death or Disability. If any Optionee becomes disabled within the
meaning of Section 105(d)(4) of the Internal Revenue Code of 1954, as
amended, or dies while an employee of the Corporation or any of its
subsidiaries, or dies within three months after retiring with the consent
of the Corporation, the Option may be exercised (to the extent the Optionee
would have been entitled to exercise the Option at the time of disability
or death) by the disabled Optionee or by a legatee or legatees of said
Optionee, or by his personal representatives or distributees, at any time
within one year after his death or disability, but in no event after the
expiration of ten years after the date the Option was granted.
13. Adjustments Upon Changes in Capitalization. The total shares on
which Options may be granted under the Plan and Option rights (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 Stock
resulting from payment of a stock dividend on the Stock, a subdivision or
combination of shares of Stock, or a reclassification of Stock, and in the
event of a merger or consolidation in which the Corporation shall be the
acquiring Corporation (pursuant to the next paragraph).
After a merger of one or more corporations into the Corporation or any
subsidiary of the Corporation, or after any consolidation of the
Corporation or any subsidiary of the Corporation and one or more other
corporations, each Optionee shall, at no additional cost, be entitled, upon
any exercise of his Option, to receive (subject to any required action by
shareholders), the number and class of shares of stock or other securities
to which such Optionee would have been entitled to receive in the merger or
consolidation if he had been the holder of record of the shares that he is
acquiring with his option. Optionee shall receive comparable rights in the
event of successive mergers or consolidations.
Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation or upon any merger or
consolidation in which the Corporation is not the acquiring corporation,
each Option granted under the Plan shall terminate. If a period of one
year has expired from the date of the grant of any such Option, the
Optionee shall have the right, immediately prior to such dissolution,
liquidation, merger, or consolidation, to exercise his Option in full to
the extent not theretofore exercised regardless of the installment
provisions of Paragraph 8.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may provide for the elimination of any
fractional share which might otherwise become subject to an Option.
14. Amendment, Modification, and Termination of the Plan. The Board
of Directors may amend, modify or terminate the Plan at any time; provided,
however, that no such action of the Board of Directors may (a) reduce the
minimum option price provided in the Plan, (b) withdraw the administration
of the Plan from the Committee or (c ) permit any person while a member of
the Committee to be eligible to receive or hold an Option under the Plan;
and provided further that no amendment, modification or termination of the
Plan shall in any manner affect any Option previously granted under the
Plan without the consent of the Optionee or his successors, as described in
Paragraph 12.
15. Determinations Final. Each determination, interpretation, or
other action made or taken pursuant to the provisions of the Plan by the
Board of Directors or the Committee shall be final and shall be binding and
conclusive for all purposes and upon all persons, including, but not
limited to, the Corporation and its subsidiaries, the shareholders, the
Committee and each of the members thereof, and the Directors, officers, and
employees of the Corporation and its subsidiaries, the Optionees, and their
respective successors in interest.
Approved by the Board of Directors May 29, 1986.
