As filed with the Securities and Exchange Commission on February 4, 2000.
Registration File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-0824914
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7900 (telephone) (864) 2356403 (facsimile)
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Carolina First
Amended and Restated Stock Option Plan
(Full title of plan)
William S. Hummers III, Executive Vice President
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7913
(Name, address, 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 296020728
(864) 2428200 (telephone) (864) 2358900 (facsimile)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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 (1) Registration Fee
<S> <C> <C> <C> <C>
Common Stock........ 838,500 shares $16.1875(1) $13,573,218 $3,583.33
<FN>
(1) Pursuant to Rule 457(h), the average of the high and low prices as reported by
the Nasdaq National Market of $16.06 on January 25, 2000 is used for purposes of
calculating the registration fee.
</FN>
</TABLE>
The Exhibit Index appears on Page 9 hereof.
<PAGE>
Part I: Information Required in the Section 10(a) Prospectus
ITEM 1. PLAN INFORMATION.
- --------------------------
Not included in this Registration Statement but provided or to be provided
to the participants in the Carolina First Corporation Amended and Restated Stock
Option Plan, as amended to date (the "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.
- --------------------------------------------------------------------
Not included in this Registration Statement but provided or to be provided
to the Plan's participants pursuant to Rule 428(b) of the Securities Act.
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:
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998, Commission File No. 0-15083.
The Company's Quarterly Report on Form 10-Q for the quarters ending March
31, 1999, June 30, 1999 and September 30, 1999 Commission File No. 0-15083.
The Company's Current Reports on Form 8-K dated February 17, 1999, April 6,
1999, July 16,1999, August 16, 1999 and January 18, 2000.
All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of the
Company's 1998 fiscal year.
The description of the Company's common stock contained in (the
registrant'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.
<PAGE>
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 the
legality of the common stock covered hereby. As of December 31, 1999, attorneys
of Wyche, Burgess, Freeman & Parham, P.A., beneficially owned in the aggregate
approximately 29,000 of the outstanding shares of common stock of the
registrant.
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 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 involved 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.
<PAGE>
ITEM 8. EXHIBITS.
- -----------------
Exhibit
4.1 Articles of Incorporation: Incorporated by reference to Exhibit 3.1 of
Carolina First's Registration Statement on Form S-4, Commission File No.
33-57389.
4.2 Articles of Amendment dated June 1, 1997. Incorporated by reference to
Exhibit 3.2 of Carolina First's Registration Statement on Form S-4 filed on
July 30, 1997, Commission File No. 333-32459.
4.3 Amended and Restated Bylaws of Carolina First, as amended and restated as
of December 18, 1996: Incorporated by reference to Exhibit 3.1 of Carolina
First's Current Report on Form 8-K dated December 18, 1996, Commission File
No. 0-15083.
4.4 Specimen Carolina First Common Stock certificate: Incorporated by reference
to Exhibit 4.1 of Carolina First's Registration Statement on Form S-1,
Commission File No. 33-7470.
4.5 Amended and Restated Shareholder Rights Agreement: Incorporated by
reference to Exhibit 4.1 of Carolina First's Current Report on Form 8-K
dated December 18, 1996, Commission File No. 0-15083.
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of Carolina First.
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 The Power of Attorney: Contained on the signature page of this Registration
Statement.
99.1 Amended and Restated Stock Option Plan. Incorporated by reference to
Exhibit 99.1 from Carolina First's Registration Statement on Form S-8,
Commission File No. 33-80822.
99.2 Amendment No. 1 to Carolina First Corporation Amended an Restated Stock
Option Plan. Incorporated by reference to Exhibit 10.2 to Carolina First's
Quarterly Report on Form 10-Q for the quarter ended March 30, 1998,
Commission File No. 0-15083.
ITEM 9. UNDERTAKINGS.
- ---------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a posteffective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent posteffective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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 to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the
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 posteffective 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 posteffective 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 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,
<PAGE>
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 Act 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant 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 January 28, 2000.
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 annexes 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:
Signature Title Date
s/ William R. Timmons, Jr. Chairman of the Board January 28, 2000
- -------------------------
William R. Timmons, Jr.
President, Chief Executive
Officer and Director
and Director
s/ Mack I. Whittle, Jr. (Principal Executive Officer) January 28, 2000
- -------------------------
Mack I. Whittle, Jr.
Executive Vice President, Director
(Principal Accounting and
s/ William S. Hummers III Financial Officer) January 28, 2000
- -------------------------
William S. Hummers III
s/ M. Dexter Hagy Director January 28, 2000
- -------------------------
M. Dexter Hagy
s/ Eugene E. Stone IV Director January 28, 2000
- -------------------------
Eugene E. Stone IV
s/ H. Earle Russell, Jr. Director January 28, 2000
- -------------------------
H. Earle Russell, Jr.
s/ Judd B. Farr Director January 28, 2000
- -------------------------
Judd B. Farr
s/ Charles B. Schooler Director January 28, 2000
- -------------------------
Charles B. Schooler
<PAGE>
s/ Elizabeth P. Stall Director January 28, 2000
- -------------------------
Elizabeth P. Stall
s/ David C. Wakefield III Director January 28, 2000
- -------------------------
David C. Wakefield III
s/ Vernon E. Merchant, Jr. Director January 28, 2000
- -------------------------
Vernon E. Merchant, Jr.
s/ C. Claymon Grimes, Jr. Director January 28, 2000
- -------------------------
C. Claymon Grimes, Jr.
s/ Samuel H. Vickers Director January 28, 2000
- -------------------------
Samuel H. Vickers
<PAGE>
INDEX TO EXHIBITS CONTAINED HEREIN
EXHIBIT
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of
shares of Carolina First.
23.1 Consent of KPMG LLP.
23.2 Consent of Wyche, Burgess, Freeman & Parham, P.A.: Contained in Exhibit
5.1.
24.1 The Power of Attorney: Contained on the signature page of this Registration
Statement.
Exhibit 5.1
[Wyche, Burgess, Freeman & Parham Letterhead]
January 28, 2000
Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
Re: Opinion re Legality of shares issued pursuant to the Registration Statement
on Form S-8 of Carolina First Corporation's Amended and Restated Stock
Option Plan, as amended
Ladies and Gentlemen:
The opinion set forth below is rendered with respect to the 838,500 shares,
$1.00 par value, of common stock of Carolina First Corporation (the "Company"),
that will be registered with the Securities and Exchange Commission by the
above- referenced Registration Statement on Form S-8 pursuant to the Securities
Act of 1933, as amended, in connection with the Company's Amended and Restated
Stock Option Plan, as amended to date (the "Plan"). We have examined the
Company's Articles of Incorporation, and all amendments thereto, and the
Company's By-Laws, 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 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 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 upon
satisfaction of the exercisability and other conditions set forth in the Plan
and in the applicable stock option agreement or letter and payment of the
applicable exercise price, shares of the Company's common stock covered by the
above- referenced Registration Statement that are issued after the date hereof
under and in compliance with the terms of the Plan will be legally issued, fully
paid to the Company 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 that may be (or that purports to be) governed
by the laws of any other state or jurisdiction or any political subdivision of
the State of South Carolina. In addition, we express no opinion with respect to
any matter arising under or governed by the South Carolina Uniform Securities
Act, as amended, any law respecting disclosure or any law respecting any
environmental matter.
<PAGE>
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.
Except as noted below, this opinion is rendered solely for your benefit in
connection with the above-referenced Registration Statement on Form S-8
respecting shares of the Company's common stock to be issued under the Plan and
may not be relied upon, quoted or used by any other person or entity, other than
participants in the Plan, or for any other purpose without our prior written
consent.
We consent to the use of this opinion as an exhibit to the above-referenced
Registration Statement on Form S-8 respecting shares of the Company's common
stock to be issued under the Plan. We also consent to the use of our name under
the heading "Item 5: Interests of Named Experts and Counsel."
Very truly yours,
s/ WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
------------------------------------------
WYCHE, BURGESS, FREEMAN & PARHAM, P.A.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Carolina First Corporation:
We consent to the use of our report incorporated herein by reference.
s/ KPMG LLP
-------------
KPMG LLP
Greenville, South Carolina
January 28, 2000
