As filed with the Securities and Exchange Commission on January 3, 2001.
Registration File No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE SOUTH FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0824914
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
102 South Main Street
Greenville, South Carolina 29601
(864) 255-7900 (telephone) (864) 235-6403 (facsimile)
(Address, including Zip code, and telephone number,
including area code,
of registrant's principal executive offices)
Amended and Restated Stock Option Plan
of The South Financial Group, Inc.
----------------------------------------------
(Full title of plan)
William S. Hummers III, Executive Vice President
The South Financial Group, Inc.
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 29602-0728
(864) 242-8200 (telephone) (864) 235-8900 (facsimile)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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........ 1,000,000 shares $13.1875(1) $13,187,500 $3,296.88
-------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Pursuant to Rule 457(h), the average of the high and low prices as reported
by the Nasdaq National Market of $13,1875 on December 29, 2000 is used for
purposes of calculating the registration fee.
</FN>
</TABLE>
The Exhibit Index appears on Page 4 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 South Financial Group, Inc. Amended and
Restated Stock Option Plan, as amended to date (the "Plan") of The South
Financial Group, Inc. (the "Company") 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, 1999 filed on March 9, 2000, Commission File No. 0-15083.
The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000 filed on May 15, 2000, June 30, 2000 filed on
August 14, 2000 and September 30, 2000 filed on November 14, 2000
(Commission File No. 0-15083).
The Company's Current Reports on Form 8-K filed on January 19, 2000,
April 25, 2000, June 21, 2000 and August 23, 2000 (Commission File No.
0-15083).
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 1999 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.
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<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 the Company in connection with this
Registration Statement and has passed on the legality of the common stock
covered hereby. As of November 30, 2000, 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.
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<PAGE>
ITEM 8. EXHIBITS
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<TABLE>
<CAPTION>
Exhibit
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<S> <C>
4.1 Articles of Incorporation: Incorporated by reference to Exhibit 3.1 of the Company'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 the Company's
Registration Statement on Form S-4 filed on July 30, 1997, Commission File No. 333-32459.
4.3 Articles of Amendment dated April 19, 2000. Incorporated by reference to Exhibit 99.1 of the Company's
Current Report on Form 8-K filed on April 25, 2000, Commission File No. 0-15083.
4.4 Amended and Restated Bylaws of the Company, as amended and restated as of December 18, 1996: Incorporated by
reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated December 18, 1996, Commission
File No. 0-15083.
4.5 Amended and Restated Shareholder Rights Agreement: Incorporated by reference to Exhibit 4.1 of the
Company'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 The South Financial
Group, Inc.
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 the Company's
Registration Statement on Form S-8, Commission File No. 33-80822.
99.2 Amendment No. 1 to the Company's Amended and Restated Stock Option Plan. Incorporated by reference to
Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1998,
Commission File No. 0-15083.
99.3 Amendment No. 2 to the Company's Amended and Restated Stock Option Plan.
</TABLE>
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;
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<PAGE>
(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. 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 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 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 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
5
<PAGE>
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.
6
<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 December 29, 2000.
THE SOUTH FINANCIAL GROUP, INC.
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:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William R. Timmons, Jr. Chairman of the Board December 29, 2000
-------------------------------
William R. Timmons, Jr.
/s/ Mack I. Whittle, Jr. President, Chief Executive Officer December 29, 2000
-------------------------------
Mack I. Whittle, Jr. and Director (Principal Executive Officer)
/s/ William S. Hummers III Executive Vice President, Director December 29, 2000
-------------------------------
William S. Hummers III (Principal Accounting and Financial Officer)
_______________________________ Director
M. Dexter Hagy
/s/ Eugene E. Stone IV Director December 29, 2000
-------------------------------
Eugene E. Stone IV
/s/ H. Earle Russell, Jr. Director December 29, 2000
-------------------------------
H. Earle Russell, Jr.
/s/ Judd B. Farr Director December 29, 2000
-------------------------------
Judd B. Farr
7
<PAGE>
/s/ Charles B. Schooler Director December 29, 2000
-------------------------------
Charles B. Schooler
/s/ Elizabeth P. Stall Director December 29, 2000
-------------------------------
Elizabeth P. Stall
/s/ David C. Wakefield III Director December 29, 2000
-------------------------------
David C. Wakefield III
/s/ Vernon E. Merchant, Jr. Director December 29, 2000
-------------------------------
Vernon E. Merchant, Jr.
/s/ C. Claymon Grimes, Jr. Director December 29, 2000
-------------------------------
C. Claymon Grimes, Jr.
/s/ Samuel H. Vickers Director December 29, 2000
-------------------------------
Samuel H. Vickers
</TABLE>
8
<PAGE>
INDEX TO EXHIBITS CONTAINED HEREIN
<TABLE>
<CAPTION>
Exhibit
<S> <C>
5.1 Opinion of Wyche, Burgess, Freeman & Parham, P.A. regarding legality of shares of The South Financial
Group, Inc.
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.
99.3 Amendment No. 2 to the Company's Amended and Restated Stock Option Plan.
</TABLE>
9
