<PAGE> 1
As filed with the Securities and Exchange Commission March 2, 1999.
File No. 333-_______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
CAROLINA FIRST BANCSHARES, INC.
(Exact Name of Issuer as Specified in its Charter)
NORTH CAROLINA 56-1655882
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
402 E. MAIN STREET
LINCOLNTON, NORTH CAROLINA 28093
(704) 732-2222
(Address, including zip code, and telephone number of Principal
Executive Offices)
COMMUNITY BANK & TRUST CO. NEW STOCK OPTION PLAN
(Full Title of the Plan)
JAMES E. BURT, III COPY TO:
CAROLINA FIRST BANCSHARES, INC. MICHAEL L. STEVENS
402 E. MAIN STREET ALSTON & BIRD LLP
LINCOLNTON, NORTH CAROLINA 28093 ONE ATLANTIC CENTER
(704) 732-2222 1201 WEST PEACHTREE STREET, NW
(Name and address of agent for service) ATLANTA, GEORGIA 30309-3424
(404) 881-7970
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Unit (1) Offering Price Registration Fee (2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value 39,995 $9.63 $385,151.85 --
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------
(1) The offering price for the 39,995 shares subject to options currently
outstanding under the Community Bank & Trust Co. New Stock Option Plan is the
applicable option exercise price of $9.63 per share.
(2) The shares registered pursuant to this Registration Statement were
previously included in the Registrant's Registration Statement on Form S-4
(File No. 333-59729), for which the appropriate registration fee was paid.
<PAGE> 2
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
(a) The documents constituting Part I of this Registration Statement
will be sent or given to participants in the Community Bank & Trust Co. New
Stock Option Plan (the "Plan") as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended.
(b) Upon written or oral request, the Registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The Registrant will also provide, without charge,
upon written or oral request, other documents required to be delivered to
employees pursuant to Rule 428(b). Requests for the above mentioned
information should be directed to Janet H. Hollar at (704) 732-2222.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference and deemed to be a part hereof:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1997; and
(3) The description of Common Stock contained in the Registrant's
Registration Statement filed under Section 12 of the Exchange Act, including
all amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein and filed
prior to the filing hereof shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein modifies or supersedes such statement, and any statement
contained herein or in any other document 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 in any other subsequently
filed document which also is 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.
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<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The provisions of the North Carolina Business Corporation Act
("NCBCA") and the Registrant's Articles and Bylaws set forth the extent to
which the Registrant's directors and officers may be indemnified against
liabilities they may incur while serving in such capacities.
The provisions for indemnification contained in Article IX of The
Registrant's Articles are summarized below.
Section 9.01 provides that each person who was or is made a party or
is threatened to be made a party to or is otherwise involved in any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, and whether formal or informal
(hereinafter, a "proceeding"), by reason of the fact:
(i) that he or she is or was a director or Board-elected officer of
the Corporation, or
(ii) that he or she, being at the time a director or Board-elected
officer of the Corporation, is or was serving at the request of the
Corporation as a director, trustee, officer, employee or agent of
another corporation or of a partnership, limited liability company,
joint venture, trust or other entity, including service with respect
to an employee benefit plan (collectively, "another entity" or "other
entity"),
whether either in the case of clause (i) or in the case of clause (ii) the
basis of such proceeding is alleged action or inaction (x) in an official
capacity as a director or officer of the Corporation, or as a director,
trustee, officer, employee or agent of such other entity, or (y) in any other
capacity related to the Corporation or such other entity while so serving as a
director, trustee, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent permitted by Part 5 of
Article 8, including Section 55-8-57 (or successor provision or provisions) of
the NCBCA as the same exists or may hereafter be amended (but, in the case of
any such amendment, with respect to alleged action or inaction occurring prior
to such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expense, liability and loss (including, without
limitation, attorneys' fees and charges, judgments, fines, ERISA excise taxes
or penalties and amounts paid in settlement) actually and reasonably incurred
by such person in connection therewith. The persons indemnified by Article IX
are hereinafter referred to as "indemnitees." Such indemnification as to such
alleged action or inaction shall continue as to an indemnitee who has after
such alleged action or inaction ceased to be a director or officer of the
Corporation, or director, trustee, officer, employee or agent of such other
entity; and shall inure to the benefit of the indemnitee's heirs, executors and
administrators. Notwithstanding the foregoing, except as may be provided in the
Bylaws or by the Board of Directors, the Corporation shall not indemnify any
such indemnitee in connection with a proceeding (or portion thereof) initiated
by such indemnitee unless such proceeding (or portion thereof) was authorized
by the Board of Directors (but this prohibition shall not apply to a
counterclaim, cross-claim or third-party claim brought by the indemnitee in any
proceeding). The right to indemnification conferred in Article IX: (i) shall be
a contract right; (ii) shall not be affected adversely as to any indemnitee by
any amendment of these Articles of Incorporation with respect to any alleged
action or inaction occurring prior to such amendment; and (iii) shall, subject
to any requirements imposed by law and the Bylaws, include the right to be paid
by the Corporation the reasonable expenses (including attorneys' fees and
charges) incurred in defending any such proceeding in advance of its final
disposition.
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Section 9.02 provides that the rights to indemnification and to the
advancement of expenses conferred in Article IX are not intended to be and
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, these Articles of Incorporation, bylaw,
agreement, vote of shareholders or disinterested directors or otherwise. The
Bylaws may contain such other provisions concerning indemnification, including
provisions specifying reasonable procedures relating to and conditions to the
receipt by indemnitees of indemnification, provided that such provisions are
not inconsistent with the provisions of Article IX.
Section 9.03 provides that the Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and to the advancement of expenses, to any other officer,
employee or agent of the Corporation (or any person serving at the
Corporation's request as a director, trustee, officer, employee or agent of
another entity) or to any person who is or was a director, officer, employee or
agent of any of the Corporation's affiliates, predecessor or subsidiary
corporations or of a constituent corporation absorbed by the Corporation in a
consolidation or merger or who is or was serving at the request of such
affiliate, predecessor or subsidiary corporation or of such constituent
corporation as a director, officer, employee or agent of another entity, in
each case as determined by the Board of Directors to the fullest extent of the
provisions of Article IX incases of the indemnification and advancement of
expenses of directors and Board-elected officers of the Corporation, or to any
lesser extent (or greater extent, if permitted by law) determined by the Board
of Directors. If so indemnified, such person shall be included in the term
"indemnitee" or "indemnitees" as used in Article IX and in the Bylaws of the
Corporation.
The provisions relating to indemnification contained in Article XII of
The Registrant's Bylaws are summarized below.
Section 1 provides that the provisions of the Bylaws relating to
indemnification are intended to supplement the indemnification provisions in
the Articles of Incorporation pursuant to Sections 9.2 and 9.3 thereof. To the
extent that such provisions in the Bylaws are inconsistent with the Articles,
the provisions of the Articles of Incorporation shall govern. Terms defined in
the Articles have the same meaning in the Bylaws.
Section 2 provides that the Corporation may indemnify and advance
expenses to its other officers, employees and agents to the same or any lesser
extent as to its directors and Board-elected officers, as set forth in the
Articles of Incorporation and in the Bylaws, and, if so indemnified, such
persons shall be included in the term "indemnitee" or "indemnitees" as used in
the Bylaws.
Section 3 provides that if and to the extent the NCBCA requires, an
advancement by the Corporation of expenses incurred by an indemnitee pursuant
to clause (iii) of the last sentence of Section 9.1 of the Articles of
Incorporation (hereinafter an "advancement of expenses") shall be made only
upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
the Articles of Incorporation or otherwise.
Section 4 provides that if a claim for indemnification under Section
9.1 of the Articles of Incorporation is not paid in full by the Corporation
within 60days after it has been received in writing by the Corporation, except
in the case of a claim for an advancement of expenses, in which case the
applicable period shall be 20 days, the indemnitee may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim.
If the indemnitee is successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit. In any suit brought by
the indemnitee to enforce a right to indemnification
II-3
<PAGE> 5
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses only
upon a final adjudication that, the indemnitee is not entitled to
indemnification by reason of Section 55-8-57 of the NCBCA (or any successor
provision or provisions). Neither the failure of the Corporation (including the
Board of Directors, independent legal counsel, or its shareholders) to have
made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the
indemnitee is not entitled to indemnification by reason of Section 55-8-57 of
the NCBCA (or any successor provision or provisions), nor an actual
determination by the Corporation (including the Board of Directors, special
legal counsel, or its shareholders) that the indemnitee is not entitled to
indemnification by reason of such statutory limit, shall create a presumption
that the indemnitee has not met the applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be a defense to such suit. In
any suit brought by the indemnitee to enforce a right to indemnification or to
an advancement of expenses hereunder, or by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to have or
retain such advancement of expenses, under the Articles of Incorporation or the
Bylaws or otherwise, shall be on the Corporation.
Section 5 provides that the Corporation may maintain insurance, at its
expense, to protect itself and any director, trustee, officer, employee or
agent of the Corporation or another entity against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the NCBCA.
Section 6 provides that in the event that any of the provisions of the
Bylaws (including any provision within a single section, paragraph or
sentence)is held by a court of competent jurisdiction to be invalid, void or
otherwise unenforceable, the remaining provisions are severable and shall
remain enforceable to the full extent permitted by law.
The NCBCA's provisions for indemnification are summarized below.
Section 55-8-51 of the NCBCA authorizes a corporation to indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if (i) he conducted himself in good
faith;(ii) he reasonably believed (a) in the case of conduct in his official
capacity with the corporation, that his conduct was in its best interests; and
(b) in all other cases, that his conduct was at least not opposed to its best
interests; and (iii) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful. A director's conduct with
respect to an employee benefit plan for a purpose he reasonably believed to be
in the interests of the participants in and beneficiaries of the plan is
conduct that satisfies the requirement of subsection (ii)(b) above. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of no contest or its equivalent is not, of itself, determinative that
the director did not meet the standard of conduct described above. A
corporation may not indemnify a director under this Section: (i) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (ii) in connection with any other
proceeding charging improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged liable on the basis
that personal benefit was improperly received by him. Indemnification permitted
under this Section in connection with a proceeding by or in the right of the
corporation that is concluded without a final adjudication on the issue of
liability is limited to reasonable expenses incurred in connection with the
proceeding. The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by this
Section, shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such indemnification shall be void
or voidable on such ground.
II-4
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Section 55-8-52 provides that unless limited by its articles of
incorporation, a corporation shall indemnify a director who was wholly
successful, on the merits or otherwise, in the defense of any proceeding to
which he was a party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the proceeding.
Section 55-8-53 provides that expenses incurred by a director in
defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in the articles
of incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses.
Section 55-8-54 provides that unless a corporation's articles of
incorporation provide otherwise, a director of the corporation who is a party
to a proceeding may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary
may order indemnification if it determines that (i) the director is entitled to
mandatory indemnification under Section 55-8-52, in which case the court shall
also order the corporation to pay the director's reasonable expenses incurred
to obtain court-ordered indemnification; or (ii) the director is fairly and
reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standard of conduct set forth in
Section 55-8-51 or was adjudged liable to the corporation or in connection with
any other proceeding charging improper personal benefit to him, as described in
Section 55-8-51, but if he was adjudged so liable his indemnification is
limited to reasonable expenses incurred.
Section 55-8-55 provides that a corporation may not indemnify a
director under Section 55-8-51 unless authorized in the specific case after a
determination has been made that indemnification of the director is permissible
in the circumstances because he has met the standard of conduct set forth in
Section 55-8-51. The determination shall be made by the board of directors by
majority vote of a quorum consisting of directors not at the time parties to
the proceeding; or if a quorum cannot be obtained, by majority vote of a
committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding; or by special legal
counsel (i) selected by the board of directors or its committee in the manner
prescribed above if a quorum of the board of directors cannot be obtained under
subdivision and a committee cannot be designated, selected by majority vote of
the full board of directors (in which selection directors who are parties may
participate); or by the shareholders, but shares owned by or voted under the
control of directors who are at the time parties to the proceeding may not be
voted on the determination. Authorization of indemnification and evaluation as
to reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled to select counsel, as described above.
Section 55-8-56 provides that unless a corporation's articles of
incorporation provide otherwise an officer of the corporation is entitled to
mandatory indemnification under Section 55-8-52, and is entitled to apply for
court-ordered indemnification under Section 55-8-54, in each case to the same
extent as a director. The corporation may indemnify and advance expenses under
the NCBCA to an officer, employee, or agent of the corporation to the same
extent as to a director; and may also indemnify and advance expenses to an
officer, employee, or agent who is not a director to the extent, consistent
with public policy, that may be provided by its articles of incorporation,
bylaws, general or specific action of its board of directors, or contract.
Section 55-8-57 provides that in addition to the indemnification
provided for in the previous Sections, a corporation may in its articles of
incorporation or bylaws or by contract or resolution
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<PAGE> 7
indemnify or agree to indemnify any one or more of its directors, officers,
employees, or agents against liability and expenses in any proceeding
(including without limitation a proceeding brought by or on behalf of the
corporation itself) arising out of their status as such or their activities in
any of the foregoing capacities; provided, however, that a corporation may not
indemnify or agree to indemnify a person against liability or expenses he may
incur on account of his activities which were at the time taken known or
believed by him to be clearly in conflict with the best interests of the
corporation. A corporation may likewise and to the same extent indemnify or
agree to indemnify any person who, at the request of the corporation, is or was
serving as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise or as a trustee or administrator under an employee benefit plan. Any
provision in any articles of incorporation, bylaw, contract, or resolution
permitted under this Section may include provisions for recovery from the
corporation of reasonable costs, expenses, and attorneys' fees in connection
with the enforcement of rights to indemnification granted therein and may
further include provisions establishing reasonable procedures for determining
and enforcing the rights granted therein. The authorization, adoption,
approval, or favorable recommendation by the board of directors of a public
corporation of any provision in any articles of incorporation, bylaw, contract
or resolution, as permitted in this Section, shall not be deemed an act or
corporate transaction in which a director has a conflict of interest, and no
such articles of incorporation or bylaw provision or contract or resolution
shall be void or voidable on such grounds. The authorization, adoption,
approval, or favorable recommendation by the board of directors of a nonpublic
corporation of any provision in any articles of incorporation, bylaw, contract
or resolution, as permitted in this Section, which occurred prior to July 1,
1990, shall not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such articles of incorporation, bylaw
provision, contract or resolution shall be void or voidable on such grounds.
Except as permitted in Section 55-8-31, no such bylaw, contract, or resolution
not adopted, authorized, approved or ratified by shareholders shall be
effective as to claims made or liabilities asserted against any director prior
to its adoption, authorization, or approval by the board of directors. A
corporation may purchase and maintain insurance on behalf of an individual who
is or was a director, officer, employee, or agent of the corporation, or who,
while a director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by him in that capacity or
arising from his status as a director, officer, employee, or agent, whether or
not the corporation would have power to indemnify him against the same
liability under any provision of such Chapter.
The Registrant maintains an insurance policy insuring the Registrant
and directors and officers of the Registrant against certain liabilities,
including liabilities under the Securities Act of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See Exhibit Index, which is incorporated herein by reference.
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:
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(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 this 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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this 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 being
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 this
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
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.
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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 Lincolnton, State of North Carolina, on the
22nd day of January, 1999.
CAROLINA FIRST BANCSHARES, INC.
By: /s/ James E. Burt, III
--------------------------------------------
James E. Burt, III
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James E. Burt, III and Janet H. Hollar,
and each of them, with the power to act without the other, his or her 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 and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his 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 on Form S-8 has been signed below by the following
persons as of the 22nd day of January, 1999 in the capacities indicated.
Name Capacity Date
- ---- -------- ----
/s/ James E. Burt, III President, Chief Executive Officer, January 22, 1999
- ----------------------- and Director
James E. Burt, III (Principal Executive Officer)
/s/ Janet H. Hollar Treasurer January 22, 1999
- ----------------------- (Principal Financial and Accounting
Janet H. Hollar Officer)
/s Harold D. Alexander Director January 22, 1999
- -----------------------
Harold D. Alexander
- ----------------------- Director
John R. Boger, Jr.
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Director
- -----------------------
Charles A. James
/s/ Walter H. Jones, Jr. Director January 22, 1999
- -----------------------
Walter H. Jones, Jr.
/s Jack L. Lutz Director January 22, 1999
- -----------------------
Jack L. Lutz
/s/ Samuel C. King, Jr. Director January 22, 1999
- -----------------------
Samuel C. King, Jr.
/s/ Harry D. Ritchie Director January 22, 1999
- -----------------------
Harry D. Ritchie
/s/ Thomas M. Robbins Director January 22, 1999
- -----------------------
Thomas M. Robbins
/s/ L. D. Warlick, Jr. Director January 22, 1999
- -----------------------
L. D. Warlick, Jr.
/s/ Estus B. White Director January 22, 1999
- -----------------------
Estus B. White
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
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<S> <C>
4.1 Amended and Restated Articles of Incorporation of
Carolina First BancShares, Inc. (Incorporated by
reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-4 (File No.
333-59729).)
4.2 Amended and Restated Bylaws of Carolina First BancShares, Inc.
(Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-4 (File No. 333-59729).)
5.1 Opinion of Alston & Bird LLP
23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
February 19, 1999
Carolina First BancShares, Inc.
402 E. Main Street
Lincolnton, North Carolina 28093
Re: Form S-8 Registration Statement
Community Bank & Trust Co. New Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for Carolina First BancShares, Inc., a North
Carolina corporation (the "Corporation"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed
by the Corporation with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and covering 39,995
shares of the Corporation's Common Stock, $2.50 par value ("Common Stock"),
that may be issued pursuant to the Community Bank & Trust Co. New Stock Option
Plan (the "Plan").
In the capacity described above, we have considered such matters of
law and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as we
have deemed appropriate as a basis for the opinions hereinafter set forth.
Based upon the foregoing, it is our opinion that the 39,995 shares of
Common Stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be legally and validly issued, fully paid and nonassessable.
This opinion is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Ralph F. MacDonald, III
-----------------------------------------
A Partner
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Board of Directors
Carolina First Bancshares, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Carolina First Bancshares, Inc., pertaining to the Community Bank &
Trust Company new Stock Option Plan, of our report dated January 29, 1998
relating to the consolidated balance sheets of Carolina First Bancshares, Inc.
and subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, included in the
December 31, 1997 Annual Report on Form 10-K of Carolina First Bancshares, Inc.
KPMG LLP
Charlotte, North Carolina
March 2, 1999
