<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST COMMUNITY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1359014
- ---------------------------------------- ----------------------
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
201 South Church Street
Murfreesboro, Tennessee 37130
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [ ] box. [X]
Securities Act registration statement file number to which this form relates:
- ---------------
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Junior Preferred Stock Purchase Rights
- --------------------------------------------------------------------------------
(Title of class)
<PAGE> 2
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On April 26, 2000, the Board of Directors of First Community Corporation
(the "Company") declared a distribution of one Right for each outstanding share
of common stock, no par value (the "Company Common Stock"), to shareholders of
record at the close of business on May 4, 2000, and for each share of Company
Common Stock issued (including shares distributed from Treasury) thereafter and
prior to the Distribution Date (as hereinafter defined) subject to the execution
of the Rights Agreement (as hereinafter defined) and to certain other matters.
Each Right entitles the registered holder, subject to the terms of the Rights
Agreement, to purchase from the Company one one-hundredth of a share (a "Unit")
of Series A Junior Preferred Stock, no par value (the "Preferred Stock"), at a
Purchase Price of $32.00 per Unit, subject to adjustment. The Purchase Price is
payable in cash or by certified or bank check or bank draft payable to the order
of the Company. The description and terms of the Rights are set forth in a
Rights Agreement (the "Rights Agreement") between the Company and First Union
National Bank, as Rights Agent, dated April 26, 2000.
Initially, the Rights will attach to all certificates representing
shares of outstanding Company Common Stock, and no separate Rights Certificates
will be distributed. The Rights will separate from the Company Common Stock, and
the Distribution Date will occur, upon the earlier of (i) 10 days following a
public announcement (the date of such announcement being the "Stock Acquisition
Date") that a person or group of affiliated or associated persons (other than
the Company, any Subsidiary of the Company, any shareholder of the Company who
as of the date of the Agreement is the beneficial owner of 20% or more of the
shares of the Company Common Stock or any employee benefit plan of the Company
or any such Subsidiary or any trustee or fiduciary with respect to such plan
acting in such capacity) has acquired, obtained the right to acquire, or
otherwise obtained beneficial ownership of 20% or more of the then outstanding
shares of Company Common Stock, or (ii) 10 days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 20% or more of the then outstanding shares of Company Common
Stock. Until the Distribution Date, (i) the Rights will be evidenced by Company
Common Stock certificates and will be transferred with and only with such
Company Common Stock certificates, (ii) new Company Common Stock certificates
issued after May 4, 2000 will contain a notation incorporating the Rights
Agreement by reference, and (iii) the surrender for transfer of any certificates
representing outstanding Company Common Stock will also constitute the transfer
of the Rights associated with the Company Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on May 4, 2010 unless earlier redeemed by the
Company as described below.
As soon as practicable after the Distribution Date, Rights Certificates
will be mailed to holders of record of Company Common Stock as of the close of
business on the Distribution Date and, thereafter, the separate Rights
Certificates alone will represent the Rights.
1
<PAGE> 3
In the event that (i) a Person becomes the beneficial owner of 20% or
more of the then outstanding shares of Company Common Stock or (ii) during the
pendency of any tender or exchange offer for Company Common Stock or prior to
the expiration of 20 business days (or such later date as a majority of the
Independent Directors may determine) after the date such tender or exchange
offer is terminated or expires, a person becomes the Beneficial Owner of 10% or
more of the then outstanding shares of Company Common Stock (unless under
certain circumstances specified in the Rights Agreement), then, in each such
case, each holder of a Right will thereafter have the right to receive, upon
exercise at the then current Purchase Price, Company Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The exercise price
is the Purchase Price multiplied by the number of Units of Preferred Stock
issuable upon exercise of a Right prior to the events described in this
paragraph. Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in this paragraph, all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
In the event that, at any time following the Stock Acquisition Date, (i)
the Company is acquired in a merger or other business combination transaction
and the Company is not the surviving corporation (other than a merger described
in the preceding paragraph), (ii) any Person effects a share exchange or merges
with the Company and all or part of the Company Common Stock is converted or
exchanged for securities, cash or property of any other Person or (iii) 50% or
more of the Company's assets or earning power is sold or transferred, each
holder of a Right (except Rights which previously have been voided as described
above) shall thereafter have the right to receive, upon exercise, common stock
of the Acquiring Person having a value equal to two times the exercise price of
the Right.
The Purchase Price payable, and the number of Units of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or convertible securities at
less than the current market price of the Preferred Stock, or (iii) upon the
distribution to the holders of the Preferred Stock of evidences of indebtedness
or assets (excluding regular quarterly cash dividends) or of subscription rights
or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. The Company is not required to issue fractional Units. In lieu thereof,
an adjustment in cash may be made based on the market price of the Preferred
Stock prior to the date of exercise.
At any time prior to the earlier of (i) the close of business on the
Final Expiration Date or (ii) the close of business on the tenth day following
the Stock Acquisition Date, a majority of the Independent Directors may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"), payable, at the election of, such majority of Independent
Directors, in cash
2
<PAGE> 4
or shares of Company Common Stock. Immediately upon the action of a majority of,
the Independent Directors ordering the redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to shareholders or to the Company, shareholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Units of Preferred Stock (or other consideration).
Any of the provisions of the Rights Agreement may be supplemented or
amended at any time prior to the Distribution Date without the consent of the
holders of the Rights. After the Distribution Date, the provisions of the Rights
Agreement may be supplemented or amended without the consent of the holders of
the Rights in order to cure any ambiguity, defect or inconsistency, to make
changes which are consistent with the objectives of the Board in adopting the
Rights Agreement, except that from and after such time as any person becomes an
Acquiring Person, no such amendment may adversely affect the interests of
holders of Rights, or to shorten or lengthen any time period under the Rights
Agreement; provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are not
redeemable.
As of May 4, 2000, 2,021,180 shares of Company Common Stock were issued
and outstanding. Each outstanding share of Company Common Stock on May 4, 2000
will receive one Right. As long as the Rights are attached to the Company Common
Stock, the Company will issue one Right for each share of Company Common Stock
issued between the Record Date and the Distribution Date. As of May 4, 2000, no
shares of Series A Junior Preferred Stock were issued and outstanding. A total
of 300,000 shares of Series A Junior Preferred Stock has been reserved for
issuance upon exercise of the Rights, subject to adjustment.
The Units of Preferred Stock that may be acquired upon exercise of the
Rights will be nonredeemable and subordinate to any other shares of preferred
stock that may be issued by the Company.
Each Unit of Preferred Stock will have a minimum preferential quarterly
dividend rate of $.01 per Unit, but will, in any event, be entitled to a
dividend equal to the per share dividend declared on the Company Common Stock.
In the event of liquidation, the holder of a Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $32.00 per
Unit or the per share amount paid in respect of a share of Company Common Stock.
Each Unit of Preferred Stock will have one vote, voting together with
the Company Common Stock. The holders of Units of Preferred Stock, voting as a
separate class, shall be entitled to elect two directors if dividends on the
Preferred Stock are in arrears for six fiscal quarters.
3
<PAGE> 5
In the event of any merger, share exchange or other transaction in which
shares of Company Common Stock are exchanged, each Unit of Preferred Stock will
be entitled to receive the per share amount paid in respect of each share of
Company Common Stock. The rights of holders of the Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and share exchanges, are
protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Company Common Stock.
The Rights may have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by a majority of the Independent Directors unless the
offer is conditioned on a substantial number of Rights being acquired. However,
the Rights should not interfere with any merger or other business combination
approved by a majority of the Independent Directors since the Rights may be
redeemed by the Company at $.01 per Right at any time on or prior to the tenth
day following the Stock Acquisition Date (subject to extension by a majority of
such Independent Directors). Thus, the Rights are intended to encourage persons
who may seek to acquire control of the Company to initiate such an acquisition
through negotiations with the Board of Directors. However, the effect of the
Rights may be to discourage a third party from making a partial tender offer or
otherwise attempting to obtain a substantial position in the equity securities
of, or seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
The form of Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, which includes as Exhibit A the form of
Rights Certificate, is attached hereto as Exhibit 1 and is incorporated herein
by reference. The foregoing description of, the Rights does not purport to be
complete and is qualified in its entirety by reference to such Exhibit.
Item 2. EXHIBITS
1 and 2. Rights, Agreement, dated April 26, 2000, between First
Community Corporation and First Union National Bank, including Form of Rights
Certificate (Exhibit A), Form of Summary of Rights (Exhibit B), and Articles of
Amendment to the Charter of First Community Corporation (Exhibit C) is hereby
incorporated by reference to Exhibit 1 to the Company's, Current Report on Form
8-K, which was filed with the Commission on May 23, 2000 (File No. 0-25972).
4
<PAGE> 6
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereto duly authorized.
FIRST COMMUNITY CORPORATION
By: /s/ Mark A. Gamble
--------------------------------------
Name: Mark A. Gamble
--------------------------------------
Title: President and Chief Executive Officer
--------------------------------------
By: /s/ Elizabeth O. Lollar
--------------------------------------
Name: Elizabeth O. Lollar
--------------------------------------
Title: Principal Accounting Officer
--------------------------------------
and Chief Executive Officer
--------------------------------------
Date: April 26, 2000
5
