AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1998.
REGISTRATION FILE NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
South Carolina 6711 57-0824914
- ---------------------------- -------------------------------- -------------
(State or other jurisdiction Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number Identification No.)
</TABLE>
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7900 (TELEPHONE)
------------------------------------------
(Address, including ZIP code, and telephone number, including area
code, of registrant's principal executive offices)
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED
DIRECTORS' STOCK OPTION PLAN
(Full Title of the plan)
WILLIAM S. HUMMERS III, EXECUTIVE VICE PRESIDENT
CAROLINA FIRST CORPORATION
102 SOUTH MAIN STREET
GREENVILLE, SOUTH CAROLINA 29601
(864) 255-7913 (TELEPHONE)
------------------------------------------
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
Copies to:
WILLIAM P. CRAWFORD, JR., ESQ.
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
POST OFFICE BOX 728
GREENVILLE, SOUTH CAROLINA 29602-0728
(864) 242-8200 (TELEPHONE) (864) 235-8900 (FACSIMILE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class Amount to Offering Price Aggregate Amount of
of Securities to be Registered be Registered Per Security Offering Price (2) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock................. 250,000 shares(1) $24.438(2) $6,109,500 $1,698.44
================================================================================================================
</TABLE>
(1) A total of 250,000 shares were registered in connection with the initial
filing of this Registration Statement and an additional 250,000 are being
registered hereby.
(2) Pursuant to Rule 457(h), the average of the high and low prices as
reported by the Nasdaq National Market of $24.438 on November 19, 1998 is
used for purposes of calculating the registration fee.
The Exhibit Index appears on Page 9 hereof.
<PAGE>
PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information contained in Carolina First Corporation's registration
statement on Form S-8, Registration File No. 33-82670, filed with the Securities
and Exchange Commission on or about August 9, 1994 (the "1994 S-8"), is
incorporated herein by reference.
Not included in this Registration Statement but provided or to be provided
to the participants in the Carolina First Corporation Amended and Restated
Directors' Stock Option Plan pursuant to Rule 428(b) of the Securities Act of
1933, as amended (the "Securities Act").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The information contained in the 1994 S-8 is incorporated herein by
reference.
Effective May 1, 1998, the Carolina First Corporation Amended and Restated
Directors' Stock Option Plan (as amended, the "Plan") was amended to increase
the aggregate number of shares issuable thereunder from 250,000 shares to
500,000 shares. The Plan was also amended to make the compensation payable
thereunder to Company directors ("Company Directors") consistent with the
director compensation program adopted by the Company for 1998. Under the
Directors' Plan's previous provisions, all non-employee directors of the Company
and its principal subsidiaries received options to purchase 1,000 shares of
Common Stock on an annual basis. The Directors' Plan was amended to
differentiate between Company Directors and directors of subsidiaries who do not
also serve as Company Directors ("Subsidiary Directors"). Subsidiary Directors
continue to receive the annual 1,000 share grant. However, Company Directors
will now receive 60% of their total director compensation (calculated assuming
100% attendance at all scheduled Board and committee meetings) in the form of
options to purchase Common Stock. The options will be valued based on the
Black-Scholes valuation method. The Amended and Restated Directors' Plan also
contains provisions for the immediate vesting of options upon a Change of
Control.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents or portions thereof are hereby incorporated by
reference:
Carolina First Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997; and
Carolina First Corporation's Quarterly Report on Form 10-Q for the
quarters ended March 31, 1998 and June 30, 1998; and
All other reports filed with the Securities and Exchange Commission
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of Carolina First Corporation's 1997 fiscal year.
2
<PAGE>
The description of the Common Stock contained in the Company's Form 8-A
filed with the Securities and Exchange Commission on or about October 22,
1986, Commission File No. 000-15083.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Wyche, Burgess, Freeman & Parham, P.A., located in
Greenville, South Carolina is counsel to Carolina First Corporation (the
"Company") in connection with this Registration Statement and has passed on
certain aspects of the legality of the common stock covered hereby. As of July
21, 1998, members of Wyche, Burgess, Freeman & Parham, P.A., held in the
aggregate 18,944 shares of Company Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Chapter 8, Article 5 of Title 33 of the 1976 Code of
Laws of South Carolina, as amended, which provides for indemnification of
officers and directors of South Carolina corporations in certain instances in
connection with legal proceedings involving any such persons because of being or
having been an officer or director. The Company's Bylaws provide (i) that the
Corporation shall indemnify any individual made a party to a proceeding because
he is or was a Director of the Corporation against liability incurred in the
proceeding to the fullest extent permitted by law, and (ii) that the Corporation
shall pay for or reimburse the reasonable expenses incurred by a Director who is
a party to a proceeding in advance of final disposition of the proceeding to the
fullest extent permitted by law. The Company has entered into indemnification
agreements with each of its Directors, which generally make the above-referenced
Bylaws provisions the basis of a contract between the Company and each director.
Chapter 8, Article 5 of Title 33 of the 1976 Code of Laws of South
Carolina, as amended, also permits a corporation to purchase and maintain
insurance on behalf of a person who is or was an officer or director. The
Company maintains directors' and officers' liability insurance.
Reference is made to Chapter 2 of Title 33 of the 1976 Code of Laws of
South Carolina, as amended, respecting the limitation in a corporation's
articles of incorporation of the personal liability of a director for breach of
the director's fiduciary duty. Reference is made to the Company's Articles of
Amendment filed with the South Carolina Secretary of State on April 18, 1989
which state: "A director of the corporation shall not be personally liable to
the corporation or any of its shareholders for monetary
3
<PAGE>
damages for breach of fiduciary duty as a director, provided that this provision
shall not be deemed to eliminate or limit the liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
gross negligence, intentional misconduct, or a knowing violation of law, (iii)
imposed under Section 33-8-330 of the [South Carolina Business Corporation Act
of 1988] (improper distribution to shareholder), or (iv) for any transaction
from which the director derived an improper personal benefit."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
4
<PAGE>
ITEM 8. EXHIBITS
Exhibit
- -------
4.1 -- Specimen Common Stock certificate: Incorporated by reference to
Exhibit 4.1 of the Company's Registration Statement on Form S-1,
Commission File No. 33-7470.
4.2 -- Articles of Incorporation: Incorporated by reference to Exhibit
3.1 of Carolina First Corporation's Registration Statement on Form
S-4, Commission File No. 33-57389.
4.3 -- Articles of Amendment dated June 1, 1997: Incorporated by
reference to Exhibit 3.2 of Carolina First Corporation's
Registration Statement on Form S-4 filed on July 30, 1997,
Commission File No. 333-32459.
4.4 -- Amended and Restated Bylaws of Carolina First Corporation, as
amended and restated as of December 18, 1996: Incorporated by
reference to Exhibit 3.1 of Carolina First Corporation's
Current Report on Form 8-K dated December 18, 1996, Commission File
No. 0-15083.
4.5 -- Carolina First Corporation Amended and Restated Common Stock
Dividend Reinvestment Plan: Incorporated by reference to the
Prospectus in Carolina First Corporation's Registration
Statement on Form S-3, Commission File No. 333-06975.
4.6 -- Amended and Restated Shareholder Rights Agreement: Incorporated by
reference to Exhibit 4.1 of Carolina First Corporation's Current
Report on Form 8-K dated December 18, 1996, Commission File No.
0-15083.
4.7 -- Form of Indenture between Carolina First Corporation and First
American Trust Company, N.A., as trustee: Incorporated by reference
to Exhibit 4.11 of Carolina First Corporation's Registration
Statement on Form S-3, Commission File No. 033-58879.
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality
of shares of Carolina First Corporation.
24.1 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.--contained in
Exhibit 5.1.
24.2 -- Consent of KPMG Peat Marwick.
25.1 -- The Power of Attorney is contained on the signature page of this
filing.
99.1 -- Carolina First Corporation's Amended and Restated Directors' Stock
Option Plan.
ITEM 9. UNDERTAKINGS
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the
5
<PAGE>
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 to be 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of 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 question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 Greenville, State of South Carolina, on September 30,
1998.
CAROLINA FIRST CORPORATION
By: /s/ William S. Hummers III
--------------------------------------
William S. Hummers III, Executive
Vice President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mack I. Whittle, Jr. and William S.
Hummers III, and each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all which said
attorneys-in-fact and agents or any of them, or their or his or her substitute
or substitutes, may lawfully do, or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and as of the dates indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
/s/ William R. Timmons, Jr. Chairman of the Board September 30, 1998
- ---------------------------
William R. Timmons, Jr.
/s/ Mack I. Whittle, Jr. President, Chief Executive Officer September 30, 1998
- --------------------------- and Director (Principal Executive
Mack I. Whittle, Jr. Officer)
/s/ William S. Hummers III Executive Vice President, Director September 30, 1998
- -------------------------- (Principal Accounting and Financial
William S. Hummers III Officer)
/s/ M. Dexter Hagy Director September 30, 1998
- ------------------
M. Dexter Hagy
/s/ Eugene E. Stone IV Director September 30, 1998
- ----------------------
Eugene E. Stone IV
/s/ H. Earle Russell, Jr. Director September 30, 1998
- -------------------------
H. Earle Russell, Jr.
/s/ Judd B. Farr Director September 30, 1998
- ----------------
Judd B. Farr
/s/ Charles B. Schooler Director September 30, 1998
- -----------------------
7
<PAGE>
Charles B. Schooler
/s/ Elizabeth P. Stall Director September 30, 1998
- ----------------------
Elizabeth P. Stall
/s/ David C. Wakefield III Director September 30, 1998
- --------------------------
David C. Wakefield III
/s/ Vernon E. Merchant , Jr. Director September 30, 1998
- ----------------------------
Vernon E. Merchant, Jr.
/s/ William R. Phillips Director September 30, 1998
- -----------------------
William R. Phillips
/s/ C. Claymon Grimes, Jr. Director September 30, 1998
- --------------------------
C. Claymon Grimes, Jr.
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
- -------
<TABLE>
<CAPTION>
<S> <C>
4.1 -- Specimen Common Stock certificate: Incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1, Commission File No. 33-7470.
4.2 -- Articles of Incorporation: Incorporated by reference to Exhibit 3.1 of Carolina First Corporation's
Registration Statement on Form S-4, Commission File No. 33-57389.
4.3 -- Articles of Amendment dated June 1, 1997: Incorporated by reference to Exhibit 3.2 of Carolina First
Corporation's Registration Statement on Form S-4 filed on July 30, 1997, Commission File No. 333-
32459.
4.4 -- Amended and Restated Bylaws of Carolina First Corporation, as amended and restated as of December
18, 1996: Incorporated by reference to Exhibit 3.1 of Carolina First Corporation's Current Report on
Form 8-K dated December 18, 1996, Commission File No. 0-15083.
4.5 -- Carolina First Corporation Amended and Restated Common Stock Dividend Reinvestment Plan:
Incorporated by reference to the Prospectus in Carolina First Corporation's Registration Statement on
Form S-3, Commission File No. 333-06975.
4.6 -- Amended and Restated Shareholder Rights Agreement: Incorporated by reference to Exhibit 4.1 of
Carolina First Corporation's Current Report on Form 8-K dated December 18, 1996, Commission File
No. 0-15083.
4.7 -- Form of Indenture between Carolina First Corporation and First American Trust Company, N.A., as
trustee: Incorporated by reference to Exhibit 4.11 of Carolina First Corporation's Registration Statement
on Form S-3, Commission File No. 033-58879.
5.1 -- Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of Carolina First
Corporation.
24.1 -- Consent of Wyche, Burgess, Freeman & Parham, P.A.--contained in Exhibit 5.1.
24.2 -- Consent of KPMG Peat Marwick.
25.1 -- The Power of Attorney is contained on the signature page of this filing.
99.1 -- Carolina First Corporation's Amended and Restated Directors' Stock Option Plan.
</TABLE>
9
Exhibit 5.1
November 19, 1998
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
RE: Issuance of Common Stock in connection with the Amended and Restated
Directors' Stock Option Plan (as amended, the "Plan")
Ladies and Gentlemen:
You have asked us to render certain opinions with respect to the
additional 250,000 shares of common stock, par value $1.00 per share (the
"Common Stock") of Carolina First Corporation (the "Company") to be issued in
connection with the Plan, which issuance is being registered with the Securities
and Exchange Commission under a Registration Statement on Form S-8 filed
pursuant to the Securities Act of 1933, as amended (the "Registration
Statement").
We have examined the Company's Articles of Incorporation, as amended, and
the Company's Bylaws, as amended, and reviewed the records of the Company's
corporate proceedings. We have made such investigation of law as we have deemed
necessary in order to enable us to render this opinion. With respect to matters
of fact, we have relied upon information provided to us by the Company and have
made no further investigation. With respect to all examined documents, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to authentic originals of all
documents submitted to us as certified, conformed or photostatic copies and the
accuracy and completeness of the information contained therein.
Based on and subject to the foregoing and subject to the comments,
limitations and qualifications set forth below, we are of the opinion that the
shares of Common Stock to be sold as contemplated in the Registration Statement
will, when sold pursuant to the terms of the Plan, be legally and validly issued
and fully paid and non-assessable.
The foregoing opinion is limited to matters governed by the laws of the
State of South Carolina in force on the date of this letter. We express no
opinion with regard to any matter which may be (or purports to be) governed by
the laws of any other state or jurisdiction. In addition, we express no opinion
with respect to any matter arising under or governed by the South Carolina
Uniform Securities Act, as amended, or any law respecting disclosure.
This opinion is rendered as of the date of this letter and applies only to
the matters specifically covered by this opinion, and we disclaim any continuing
responsibility for matters occurring after the date of this letter.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours truly,
/s/
Wyche, Burgess, Freeman & Parham, P.A.
EXHIBIT 24.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Carolina First Corporation
We consent to the use of our report dated January 22, 1998, related to the
audits of the consolidated balance sheets of Carolina First Corporation as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1997, incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
November 4, 1998
<PAGE>
Exhibit 99.1
CAROLINA FIRST CORPORATION
AMENDED AND RESTATED DIRECTORS' STOCK OPTION PLAN
(Amended and Restated as of May 1, 1998)
1. PURPOSE. The purpose of the Carolina First Corporation Directors' Stock
Option Plan (the "Plan") is to promote the growth and profitability of Carolina
First Corporation (the "Company") and its subsidiaries from time to time by
increasing the personal participation of directors in the financial performance
of the Company, by enabling the Company to attract and retain directors of
outstanding competence and by providing such directors with an equity
opportunity in the Company. This purpose will be achieved through the grant of
stock options ("Options") to purchase shares of common stock of the Company,
$1.00 par value per share ("Common Stock").
2. ADMINISTRATION. The Plan shall be administered by the Company's Board
of Directors (the "Board"); provided, however, that if applicable law precludes
or restricts the Board from acting in such capacity, then the Board shall have
the authority to appoint a committee of individuals (the "Committee") to
administer the Plan, all in accordance with applicable law. Subject to
applicable law, the Board or Committee shall have complete authority to: (i)
interpret all terms and provisions of the Plan; (ii) prescribe the form of
instrument(s) evidencing Options granted under this Plan; (iii) adopt, amend and
rescind general and special rules and regulations for the Plan's administration;
and (iv) make all other determinations necessary or advisable for the
administration of this Plan. Any action which the Board or Committee is
authorized to take may be taken without a meeting if all the members of the
Board or Committee sign a written document authorizing such action to be taken,
unless different provision is made by the By-Laws of the Company or by
resolution of the Board or Committee.
The Board or Committee may designate selected Board or Committee members
or certain employees of the Company to assist the Board or Committee in the
administration of the Plan and may grant authority to such persons to execute
documents, including Options, on behalf of the Board or Committee, subject in
each such case to applicable law. No member of the Board or Committee or
employee of the Company assisting the Board or Committee pursuant to the
preceding paragraph shall be liable for any action taken or determination made
in good faith.
3. STOCK SUBJECT TO PLAN. The stock to be offered under this Plan shall be
authorized but unissued shares of Common Stock. An aggregate of 500,000 shares
are reserved for the grant under this Plan of Options (which shall include
Options outstanding under the Directors' Stock Option Plan outstanding
immediately prior to May 1, 1998). The numbers of shares of Common Stock which
may be granted under this Plan may be adjusted to reflect any change in the
capitalization of the Company as contemplated by Section 9 of the Plan and
occurring after the adoption of this Plan. The Board or Committee will maintain
records showing the cumulative total of all shares subject to Options
outstanding under this Plan.
4. OPTIONS FOR DIRECTORS WHO ARE NEITHER OFFICERS NOR EMPLOYEES. The grant
of Options under this Plan shall be limited to those directors of the Company
and/or a Company subsidiary who:
(1) on the date of grant, are neither officers nor employees of
the Company or any Company subsidiary, and
(2) who are directors of either the Company or a Company
subsidiary designated from time to time by the Board of
Directors as a "Principal Subsidiary."
3
<PAGE>
Each of such persons is hereinafter referred to as an "Eligible Director".
Initially, Carolina First Bank, Carolina First Mortgage Company, and Blue Ridge
Finance Company, Inc. are designated as "Principal Subsidiaries," subject to
change by the Board of Directors.
(a) On May 1 of each calendar year (or, if May 1 is not a business
day, the immediately preceding business day) (the "Grant Date"), each Eligible
Director who is not a Company Director (a "Non-corporate Director") shall
automatically receive from the Company an option to acquire 1,000 shares of
Common Stock at an exercise price equal to the average of the high and low sales
prices of the Common Stock (the "Fair Market Value") on the Grant Date. Each
such Option shall be exercisable after ten months from the Grant Date and at any
time and from time to time thereafter (subject to Section 6 hereof) until and
including the date which is the business day immediately preceding the tenth
anniversary of the Grant Date. Notice of each such Option granted on a Grant
Date shall be given to each Non-corporate Director within a reasonable time
after the Grant Date.
(b) On May 1 of each calendar year (or, if May 1 is not a business
day, the immediately preceding business day) (the "Grant Date"), each Eligible
Director who is a Company Director (a "Corporate Director") shall automatically
receive from the Company an option to acquire shares of Common Stock, valued
based on the Black- Scholes valuation method, equal to 60% of the Corporate
Director's total compensation as a Company director for that particular twelve
month period (assuming 100% attendance at all scheduled Board and committee
meetings). Each such Option shall have an exercise price equal to the Fair
Market Value of the Common Stock on the Grant Date. Each such Option shall be
exercisable after ten months from the Grant Date and at any time and from time
to time thereafter (subject to Section 6 hereof) until and including the date
which is the business day immediately preceding the tenth anniversary of the
Grant Date. Notice of each such Option granted on a Grant Date shall be given to
each Corporate Director within a reasonable time after the Grant Date.
(c) Corporate Directors will not be eligible to receive Options
under Section 4(a) above, irrespective of whether they serve as directors of any
Principal Subsidiary. Non-corporate Directors who serve as directors of more
than one Principal Subsidiary shall receive only the Options to acquire 1,000
shares of Common Stock as provided in the preceding paragraph (and shall not
receive additional Options based on the multiple directorships).
(d) This Section 4 may not be amended more frequently than once
every six months, other than to comport with changes in the Internal Revenue
Code of 1986, as amended (the "Code"), the Employee Retirement Income Security
Act of 1972, as amended ("ERISA") or the rules thereunder.
(e) It is intended that Options granted hereunder shall not qualify
as incentive stock options under Section 422 of the Code.
5. NON-TRANSFERABILITY. An Option granted to a participant under this Plan
shall not be transferable by him except: (i) by will; (ii) by the laws of
descent and distribution; or (iii) pursuant to a qualified domestic relations
order as defined by the Code or in Title I of ERISA, or the rules thereunder.
6. EXERCISABILITY OF OPTIONS. Options granted hereunder shall be
exercisable in accordance with the provisions hereof.
Any Option granted under this Plan shall terminate in full (whether or not
previously exercisable and prior to the expiration of its term) one year
following the date on which the Optionee ceases to be an Eligible Director;
provided that in the one year period following the date on which the Optionee
ceased to be an Eligible Director, such Optionee may exercise the Option only to
the extent that he could have exercised the Option at the time he ceased being
an Eligible Director, unless the Optionee shall (a) die while a director of the
Company, in which case the Optionee's legatee(s) under his last will or the
Optionee's personal representative or representatives may exercise all or part
of the previously
4
<PAGE>
unexercised portion of such Option at any time within two years after the
Optionee's death to the extent the Optionee could have exercised the Option
immediately prior to his death, or (b) become permanently or totally disabled
within the meaning of Section 22(e)(3) of the Code (or any successor provision)
while a director of the Company, in which case the Optionee or his personal
representative may exercise the previously unexercised portion of such Option at
any time within two years after termination of his directorship to the extent
the Optionee could have exercised the Option immediately prior to such
termination.
In no event may an Option be exercised after the expiration of its fixed
term.
All vesting of Options shall cease when a person ceases (for whatever
reason) to serve as an Eligible Director. Immediately prior to the consummation
of a "Change of Control," all outstanding Options shall become immediately
vested.
A "Change of Control" shall mean:
(i) the acquisition, directly or indirectly, by any Person within
any twelve month period of securities of the Company representing an
aggregate of 20% or more of the combined voting power of the Company's
then outstanding securities; or
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, cease for any reason to
constitute at least a majority thereof, unless the election of each new
director was approved in advance by a vote of at least a majority of the
directors then still in office who were directors at the beginning of the
period; or
(iii) consummation of (A) a merger, consolidation or other business
combination of the Company with any other Person or affiliate thereof,
other than a merger, consolidation or business combination which would
result in the outstanding Common Stock of the Company immediately prior
thereto continuing to represent (either by remaining outstanding or by
being converted into common stock of the surviving entity or a parent or
affiliate thereof) at least 51% of the outstanding Common Stock (on a
fully diluted basis) of the Company or such surviving entity or parent or
affiliate thereof outstanding immediately after such merger, consolidation
or business combination, or (B) a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all of its assets; or
(iv) the occurrence of any other event or circumstance which is not
covered by (i) through (iii) above which the Board reasonably determines
effects a change of control of the Company for the purposes of this
provision.
A "Person" shall mean any individual, corporation, limited liability
Company, bank, partnership, joint venture, association, joint-stock Company,
trust, unincorporated organization or other entity. When determining a Person's
Common Stock ownership, such Person's Common Stock ownership shall be aggregated
with any other Person with whom he/it is acting in concert or as a group for the
purpose of acquiring, holding or disposing of the Common Stock.
7. METHOD OF EXERCISE. Each Option granted under the Plan shall be deemed
exercised when the holder (a) shall indicate the decision to do so in writing
delivered to the Company, (b) shall at the same time tender to the Company
payment in full of the exercise price for the shares for which the Option is
exercised, (c) shall tender to the Company payment in full in cash of the amount
of all federal and state withholding or other employment taxes applicable to the
taxable income, if any, of the holder resulting from such exercise, and (d)
shall comply with such other reasonable requirements as the Board or Committee
may establish. The exercise price may be paid either in cash or by surrender to
the Company of Common Stock having a Fair Market Value on the date of exercise
equal to the exercise price.
No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate
for the shares has been delivered.
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An Option granted under this Plan may be exercised for any lesser number
of shares than the full amount for which it could be exercised. Such a partial
exercise of an Option shall not affect the right to exercise the Option from
time to time in accordance with this Plan for the remaining shares subject to
the Option.
8. TERMINATION OF OPTIONS. An Option granted under this Plan shall be
considered terminated in whole or part, to the extent that, in accordance with
the provisions of this Plan and such Option, it can no longer be exercised for
any shares originally subject to the Option. The shares subject to any Option or
portion thereof, which terminates, shall no longer be charged against the
applicable limitation or limitations provided in Section 3 of this Plan and may
again become shares available for the purposes, and subject to the same
applicable limitations, of this Plan.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change
in the outstanding Common Stock of the Company by reason of a stock dividend,
stock split, stock consolidation, recapitalization, reorganization, merger,
split up or the like, the shares available for purposes of this Plan, the shares
to be covered by subsequent grants under Section 4 hereof and the number and
kind of shares under option in outstanding option agreements pursuant to this
Plan and the option price under such agreements shall be appropriately adjusted
so as to preserve, but not increase, the benefits of this Plan to the Company
and the benefits to the holders of such Options. Adjustments under this Section
shall be made by the Board or Committee, whose determination as to what
adjustments shall be made and the extent thereof shall be final, binding and
conclusive.
10. COMPLIANCE WITH SECURITIES LAWS AND OTHER REQUIREMENTS. No
certificate(s) for shares shall be executed and delivered upon exercise of an
Option until the Company shall have taken such action, if any, as is then
required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state securities law(s)
and the requirements of any exchange on which the Common Stock may, at the time,
be listed.
In the case of the exercise of an Option by a person or estate acquiring
the right to exercise the Option by bequest or inheritance, the Board or
Committee may require reasonable evidence as to the ownership of the Option and
may require such consents and releases of taxing authorities as it may deem
advisable.
11. NO RIGHT TO DIRECTORSHIP. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or any part
thereof, shall confer upon any director participant under the Plan any right to
continue as a director of the Company, or shall in any way affect the right and
power of the Company to terminate the position with the Company of any
participant under this Plan at any time with or without assigning a reason
therefor, to the same extent as the Company might have done if this Plan had not
been adopted.
12. AMENDMENT AND TERMINATION. Except as provided otherwise herein and
subject to applicable law, the Board or Committee may at any time suspend, amend
or terminate this Plan. Notwithstanding the foregoing, no amendment, suspension
or termination shall, without the consent of the holder of an Option, alter or
impair any rights or obligations under any Option theretofore granted under the
Plan.
In addition to Board or Committee approval of an amendment, if the
amendment would: (i) materially increase the benefits accruing to participants;
(ii) increase the number of securities issuable under this Plan (other than an
increase pursuant to Section 9 hereof); (iii) change the class or classes of
individuals eligible to receive Options; or (iv) otherwise materially modify the
requirements for eligibility, then such amendment must be approved by the
holders of a majority of the Company's outstanding capital stock present or
represented by proxy and entitled to vote at a meeting duly held of the
stockholders of the Company.
13. USE OF PROCEEDS. The proceeds received by the Company from the sale of
shares pursuant to Options granted under the Plan shall be used for general
corporate purposes as determined by the Board.
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14. INDEMNIFICATION OF BOARD OR COMMITTEE. In addition to such other
rights of indemnification as they may have as members of the Board, the members
of the Board or Committee shall, to the fullest extent permitted by law, be
indemnified by the Company against the reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option granted thereunder, and
against all amounts paid by them in settlement thereof (provided the settlement
is approved by independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any such action, suit or proceeding,
except in relation to matters as to which it shall be adjudged in such action,
suit or proceeding that such Board member or Committee member is liable for
gross negligence or willful misconduct in the performance of his duties;
provided that within 30 days after institution of any such action, suit or
proceeding the Board member or Committee member shall in writing offer the
Company the opportunity, at its own expense, to handle and defend the same.
15. EFFECTIVE DATE OF THE PLAN. This Plan shall become effective as of May
1, 1998, assuming the requisite shareholder approval is received at the
Company's 1998 annual meeting of shareholders.
16. DURATION OF THE PLAN. Unless previously terminated by the Board or
Committee, this Plan shall terminate at the close of business on May 1, 2008,
and no Option shall be granted under it thereafter, but such termination shall
not affect any Option theretofore granted under this Plan.
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STOCK OPTION GRANT
May 1, _________
Dear [Director]:
In accordance with [Section 4(a)] [Section 4(b)] of the Amended and
Restated Directors' Stock Option Plan (the "Plan") of Carolina First
Corporation (the "Company"), and in order to give you an added proprietary
interest in the Company and an additional incentive to advance the interest of
the Company, you, in your capacity as a director of the Company or one of its
subsidiaries, are hereby granted (as of the date above) an option to purchase
_________ shares of the Common Stock upon the following terms and conditions:
(1) This Option is granted in accordance with the Plan and the terms of
the Plan are incorporated by reference herein. Defined terms used
herein (as indicated by the initial capitalization thereof) which
are defined in the Plan, shall have the meanings ascribed to such
terms in the Plan.
(2) The exercise price shall be $________ per share (the average of the
high and low sales prices of the Common Stock on the date of grant);
(3) Subject to any limitations set forth in the Plan, the Option shall
be exercisable after ten months from the Grant Date and at any time
and from time to time thereafter until and including the date which
is the business day immediately preceding the tenth anniversary of
the Grant Date.
(4) This Option is not intended to be treated as an "incentive stock
option" for purposes of Section 422 of the Internal Revenue Code of
1986, as amended.
Very truly yours,
CAROLINA FIRST CORPORATION
By: _____________________________
Title: ____________________________
I hereby accept this Stock Option and acknowledge receipt of a copy of the Plan.
Date:_____________________ _____________________________
Optionee
