<PAGE>
REGISTRATION NO. 33-
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AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JULY 18, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 22-0999615
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(State of Incorporation) (IRS Employer
Identification No.)
110 SOUTH CONGRESS STREET
WINNSBORO, SOUTH CAROLINA 29180
(Address of Principal Executive Offices)
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SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
1994 RECOGNITION AND RETENTION PLAN
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
1994 STOCK OPTION PLAN
(Full Title of the Plans)
Copies to:
Alan W. Pullen John J. Gorman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
South Carolina Community Bancshares, Inc. Luse Lehman Gorman Pomerenk & Schick
110 South Congress Street A Professional Corporation
Winnsboro, South Carolina 29180 5335 Wisconsin Ave., N.W., #400
(207) 265-2181 Washington, D.C. 20015
(202) 274-2000
(NAME, ADDRESS AND TELEPHONE
NUMBER OF AGENT FOR SERVICE)
----------------------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock
Common Stock, par
value $.01 per share 78,028 shares (2) $13.50 (3) $1,053,378 $320.00
Common Stock, par
value $.01 per share 22,526 shares (4) $19.00 (5) $ 427,994 $130.00
Total: 100,554 shares $1,481,372 $450.00
============== ========== =======
</TABLE>
______________
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the South Carolina Community Bancshares, Inc. 1994 Stock Option Plan (the
"1994 Stock Option Plan") or the South Carolina Community Bancshares, Inc.
1994 Recognition and Retention Plan (the "1994 Recognition Plan"), as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of South Carolina Community Bancshares, Inc.
pursuant to 17 C.F.R. (S) 230.416(a).
(2) Represents the number of shares currently reserved for issuance pursuant to
the 1994 Stock Option Plan.
(3) Determined by the exercise price of the options pursuant to
17 C.F.R. (S)230.457(h)(1).
(4) Represents the number of shares currently reserved for issuance pursuant to
1994 Recognition Plan.
(5) Determined by the fair market value of the Common Stock, par value $.01 per
share (the "Common Stock") as of July 14, 1997, pursuant to C.F.R.
(S) 230.457(c).
----------------------------------------
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R.
(S) 230.462.
2
<PAGE>
PART I.
ITEMS 1 AND 2. PLAN INFORMATION AND REGISTRANT INFORMATION AND EMPLOYEE PLAN
ANNUAL INFORMATION
This Registration Statement relates to the registration of (i) options to
purchase up to 78,028 shares Common Stock of South Carolina Community
Bancshares, Inc. (the "Company") pursuant to the 1994 Stock Option Plan; (ii)
78,028 shares of Common Stock reserved for issuance and delivery upon the
exercise of options under the 1994 Stock Option Plan; and (iii) 9,504 shares of
Common Stock purchased in the open market by the trust established pursuant to
the 1994 Recognition Plan. Documents containing the information required by
Part I of the Registration Statement have been or will be sent or given to
participants in the 1994 Stock Option Plan and the 1994 Recognition Plan, as
appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are
not filed with the Securities and Exchange Commission (the "Commission" or
"SEC") either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
PART II.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
All documents filed by the Company pursuant to Sections 13(a) and (c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference to this registration statement and be
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement, or in a 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 herein, or 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.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the year ended June 30,
1996, filed with the SEC on September 30, 1996.
(b) The Company's Proxy Statement relating to the Company's December 11,
1996 Annual Meeting of Stockholders, filed with the SEC on October 30, 1996.
(c) The description of the Common Stock contained in the Registration
Statement on Form S-1 (Commission File No. 33-76676), originally filed by the
Company under the Securities Act of 1933 with the SEC on March 18, 1994.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
3
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors and officers of the Company are indemnified and held harmless
against liability to the fullest extent permissible by the general corporation
law of Delaware as it currently exists or as it may be amended, provided any
such amendment provides broader indemnification provisions than currently
exists. This indemnification applies to the directors who administer the 1994
Stock Option Plan and the 1994 Recognition Plan.
The terms of the indemnification are set forth in the Company's Certificate
of Incorporation. The indemnification applies unless the director did not meet
the standards of conduct which make it permissible under the general corporation
law of Delaware for the Company to indemnify the director for the amount
claimed, but the burden of proving such defense is on the Company.
The Company is also permitted under the Certificate of Incorporation to
maintain directors' and officers' liability insurance covering its directors and
officers and has obtained a directors' and officers' liability and corporation
reimbursement policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Company against loss arising from certain
claims made against them by reason of their being such directors or officers;
and (ii) insures the Company against loss which it may be required or permitted
to pay as indemnification to its directors and officers for certain claims.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
4.1 South Carolina Community Bancshares, Inc. 1994 Stock Option Plan
(Incorporated by reference to Appendix A of the Registrant's Proxy
Statement relating to the Company's December 13, 1994 annual meeting
of stockholders).
4.2 South Carolina Community Bancshares, Inc. 1994 Recognition Plan
(Incorporated by reference to Appendix B of the Registrant's Proxy
Statement relating to the Company's December 13, 1994 annual meeting
of stockholders).
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5).
23.2 Consent of Crisp Hughes & Co., L.L.P.
4
<PAGE>
ITEM 9. UNDERTAKINGS
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 to include any material
information with respect to the Registration Statement not previously disclosed
in this Registration Statement or any material change to such information 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 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
1994 Stock Option Plan and the 1994 Recognition Plan; and
4. 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 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.
5. 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.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Winnsboro, State of South Carolina, on this17th
day of July, 1997.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
By: /s/ Alan W. Pullen
-----------------------------
Alan W. Pullen, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
By: /s/ Alan W. Pullen By: /s/ Terri C. Robinson
-------------------------------- --------------------------
Alan W. Pullen, President, Chief Terri C. Robinson,
Executive Officer and Director Secretary-Controller and
(Principal Executive Officer) Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: July 17, 1997 Date: July 17, 1997
By: /s/ Quay W. McMaster By: /s/ Richard H. Burton
-------------------------------- --------------------------
Quay W. McMaster, Chairman Richard H. Burton, Vice
of the Board Chairman of the Board
Date: July 17, 1997 Date: July 17, 1997
By: /s/ George R. Lauderdale By: /s/ John S. McMeekin
-------------------------------- --------------------------
George R. Lauderdale, Director John S. McMeekin, Director
Date: July 17, 1997 Date: July 17, 1997
By: /s/ Philip C. Wilkins
--------------------------------
Philip C. Wilkins, Director
Date: July 17, 1997
6
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Committee which administers the 1994 Stock Option Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Winnsboro, State of South Carolina, on this 17th
day of July, 1997.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
1994 STOCK OPTION PLAN
/s/ Alan W. Pullen
-----------------------------
Alan W. Pullen, President and
Chief Executive Officer
7
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Committee which administers the 1994 Recognition and Retention Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Winnsboro, State of South
Carolina, on this 17th day of July, 1997.
SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
1994 RECOGNITION AND RETENTION PLAN
/s/ Alan W. Pullen
-----------------------------
Alan W. Pullen, President and
Chief Executive Officer
8
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation as to the legality of the Common Stock registered
hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional
Corporation (contained in the opinion included as Exhibit 5)
23.2 Consent of Crisp Hughes & Co., L.L.P.
<PAGE>
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
<PAGE>
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
July 17, 1997 (202) 274-2000
Board of Directors
South Carolina Community Bancshares, Inc.
110 South Congress Street
Winnsboro, South Carolina 29180
RE: SOUTH CAROLINA COMMUNITY BANCSHARES, INC.
REGISTRATION STATEMENT ON FORM S-8
-----------------------------------------
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of South Carolina Community Bancshares, Inc.
(the "Company") common stock, par value $.01 per share (the "Common Stock"),
pursuant to the South Carolina Community Bancshares 1994 Stock Option Plan and
the South Carolina Community Bancshares, Inc. 1994 Recognition and Retention
Plan (collectively, the "Plans"). We have reviewed the Company's Certificate of
Incorporation, Registration Statement on Form S-8 (the "Form S-8"), as well as
applicable statutes and regulations governing the Company and the offer and sale
of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans, will
be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
----------------------------------------
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF CRISP HUGHES & CO., L.L.P.
<PAGE>
[LETTERHEAD OF CRISP HUGHES & CO., L.L.P.]
Independent Auditors' Consent
-----------------------------
The Board of Directors
South Carolina Community Bancshares, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of South Carolina Community Bancshares, Inc. of our report dated August 9,
1996, relating to the consolidated balance sheets of South Carolina Community
Bancshares, Inc., and subsidiary as of June 30, 1995 and 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years then ended, which report appears in the June 30, 1996, Annual Report on
Form 10-KSB of South Carolina Community Bancshares, Inc.
/s/ Crisp Hughes & Co., L.L.P.
-----------------------------
CRISP HUGHES & CO., L.L.P.
Asheville, North Carolina
July 17, 1997
