As filed with the Securities and Exchange Commission May 18, 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)
236 E. MAIN STREET
LINCOLNTON, NORTH CAROLINA 28093
(704) 732-2222
(Address, including zip code, and telephone number of
Principal Executive Offices)
Carolina First BancShares, Inc. 1999 Long-Term Incentive 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
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered Offering Price Aggregate Registration Fee
Per Unit (1) Offering Price (1)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $2.50 par value 500,000 (2) 24.0625 12,031,250 3,345
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h), the registration fee calculation
is based on the average of the high and low prices of the Registrant's
Common Stock reported on the Nasdaq National Market System on May 17, 1999.
(2) Amount to be registered includes 500,000 shares which may be granted
pursuant to the Carolina First BancShares, Inc. 1999 Long-Term Incentive
Plan, plus such additional shares as may be issued by reason of stock
splits, stock dividends or similar transactions.
<PAGE>
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 Carolina First BancShares, Inc.
1999 Long-Term Incentive 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, 1998;
(2) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since December 31, 1998; 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.
II-1
<PAGE>
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 this 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 this 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.
II-2
<PAGE>
Section 9.02 provides that the rights to indemnification and to the
advancement of expenses conferred in this 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 this 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 this 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 this 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
11-3
<PAGE>
indemnitee to enforce a right to indemnification 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.
11-4
<PAGE>
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.
II-5
<PAGE>
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 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 this 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:
II-6
<PAGE>
(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 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.
II-7
<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 Lincolnton, State of North Carolina, on the 30th day
of April, 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 30th day of April, 1999 in the capacities indicated.
Name Capacity Date
/s/ JAMES E. BURT, III President, Chief Executive Officer, April 30, 1999
- ------------------------- and Director
James E. Burt, III (Principal Executive Officer)
/s/ JANET H. HOLLAR Treasurer April 30, 1999
- ------------------------- (Principal Financial and Accounting
Janet H. Hollar Officer)
/s/ HAROLD D. ALEXANDER Director April 30, 1999
- -------------------------
Harold D. Alexander
/s/ CHARLES A. JAMES Director April 30, 1999
- -------------------------
Charles A. James
II-8
<PAGE>
/s/ WALTER H. JONES, JR.
- ------------------------- Director April 30, 1999
Walter H. Jones, Jr.
/s/ JACK L. LUTZ Director April 30, 1999
- -------------------------
Jack L. Lutz
/s/ SAMUEL C. KING, JR. Director April 30, 1999
- -------------------------
Samuel C. King, Jr.
/s/ HARRY D. RITCHIE Director April 30, 1999
- -------------------------
Harry D. Ritchie
/s/ THOMAS M. ROBBINS Director April 30, 1999
- -------------------------
Thomas M. Robbins
/s/ L.D. WARLICK, JR. Director April 30, 1999
- -------------------------
L. D. Warlick, Jr.
/s/ ESTUS B. WHITE Director April 30, 1999
- -------------------------
Estus B. White
II-9
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-10-
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit Number Description
<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)
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ALSTON & BIRD, LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-771-4777
www.alston.com
May 12, 1999
Carolina First BancShares, Inc.
236 E. Main Street
Lincolnton, North Carolina 28093
Re: Form S-8 Registration Statement
1999 Long-Term Incentive 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 500,000 shares of the
Corporation's Common Stock, $2.50 par value ("Common Stock"), that may be issued
pursuant to the Carolina First BancShares, Inc. 1999 Long-Term Incentive 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 500,000 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.
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
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A Partner
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Carolina First Bancshares, Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Charlotte, North Carolina
May 12, 1999
