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As filed with the Securities and Exchange Commission on November 9, 1999
Registration Statement No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
FIRST COMMUNITY CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina 57-1010751
-------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5455 Sunset Boulevard
Lexington, South Carolina 29072
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(Address of Principal executive offices)
First Community Corporation 1999 Stock Incentive Plan
First Community Corporation 1996 Stock Option Plan
--------------------------------------------------
(Full Title of the Plan)
Michael C. Crapps, President
5455 Sunset Boulevard
Lexington, South Carolina 29072
(803) 951-2265
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(Name, address, and telephone number, including
area code, or agent for service)
Copies Requested to:
Neil Grayson, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
1201 Peachtree Street, N.E.
400 Colony Square, Suite 2200
Atlanta, Georgia 30361
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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 Aggregate Registration
Registered Registered Price Per Share (1) Offering Price (1) Fee
---------- ---------- ------------------- ------------------ -------------
<S> <C> <C> <C> <C>
Common Stock, value
$.01 per share 84,000 shares $ 10.00 $ 840,000.00 $ 233.52
Common Stock, value
$.01 per share 1,000 shares $ 16.94 $ 16,940.00 4.71
Common Stock, value
$.01 per share 39,750 shares $ 18.37 $ 730,207.50 $ 203.00
Common Stock, value
$.01 per share 56,250 shares $16.875 $ 949,218.75 $ 263.92
Total 181,000 shares $ 2,536,366.25 $ 705.15
====================================================================================================================
</TABLE>
(1) This estimate is solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and (h) and is based on 84,000 shares of common
stock issuable pursuant to existing stock options with an exercise price of
$10.00 per share, 1,000 shares of common stock issuable with an exercise
price of $16.94 per share, 39,750 shares of common stock issuable with an
exercise price of $18.37 per share and 56,250 shares of common stock being
offered at an exercise price of $16.875, which is based on the average of
the bid and asked prices of the common stock on November 5, 1999, as quoted
on the OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by First Community Corporation (the
"Company") with the SEC are hereby incorporated by reference into this
registration statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1998 (File 333-53065); and
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year
covered by the Form 10-KSB referred to in (a) above; and
(c) the description of the Company's common stock contained in the
Company's Registration Statement on Form S-2 filed with the
Securities and Exchange Commission filed on May 19, 1998, (File
333-53065) and declared effective on June 29, 1998.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company contain a conditional
provision which, subject to certain exceptions described below, eliminates the
liability of a director to the Company or its shareholders for monetary damages
for breach of the duty of care or any other duty as a director. This provision
does not eliminate such liability to the extent the director engaged in willful
misconduct or a knowing violation of criminal law or of any federal or state
securities law, including, without limitation, laws proscribing insider trading
or manipulation of the market for any security.
The Bylaws of the Company require the Company to indemnify any person
who was, is, or is threatened to be made a named defendant or respondent in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of service by such person
as a director of the Company or its subsidiary bank or any other corporation
which he served as such at the request of the Company. Except as noted in the
next paragraph, directors are entitled to be indemnified against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding. Directors are also entitled to have
the Company advance any such expenses prior to final disposition of the
proceeding, upon delivery of a written affirmation by the director of his good
faith belief that the standard of conduct necessary for indemnification has been
met and a written undertaking to repay the amounts advanced if it is ultimately
determined that the standard of conduct has not been met.
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Under the Bylaws, indemnification will be disallowed if it is
established that the director (i) appropriated, in violation of his duties, any
business opportunity of the Company, (ii) engaged in willful misconduct or a
knowing violation of law, (iii) permitted any unlawful distribution, or (iv)
derived an improper personal benefit. In addition to the Bylaws of the Company,
Section 33-8-520 of the South Carolina Business Corporation Act of 1988 (the
"Corporation Act") requires that "a corporation 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."
The Corporation Act also provides that upon application of a director a court
may order indemnification if it determines that the director is entitled to such
indemnification under the applicable standard of the Corporation Act.
The Board of Directors also has the authority to extend to officers,
employees and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations. The Board of Directors
has extended or intends to extend indemnification rights to all of its executive
officers.
Item 7. Exemption from Registration Claimed.
No response is required to this item.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 - 1999 Stock Incentive Plan (Incorporated by reference to the
Company's annual report for fiscal year ended December 31,
1998 on Form 10-KSB).
4.2 - 1996 Stock Option Plan (Incorporated by reference to Exhibit
10.6 to the Company's annual report for fiscal year ended
December 31, 1995 on Form 10-KSB).
5.1 - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1).
24 - Power of Attorney (contained on the signature pages of this
Registration Statement).
</TABLE>
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a
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fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering; and
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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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 Lexington, State of South Carolina, on this 8th day of
November, 1999.
FIRST COMMUNITY CAPITAL CORPORATION
By:/s/ Michael C. Crapps
--------------------------------------
Michael C. Crapps
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Michael C. Crapps, for himself or herself in name, place and stead, in any and
all capacities, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to sign any and all 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 the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that the
attorney-in-fact and agent, 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 has been signed by the following persons, in the
capacities indicated, on the dates noted below.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Richard K. Bogare Director November 8, 1999
- ------------------------------------
Richard K. Bogare
/s/ William L. Boyd, III Director November 8, 1999
- ------------------------------------
William L. Boyd, III
/s/ Thomas C. Brown Director November 8, 1999
- ------------------------------------
Thomas C. Brown
/s/ Chimin J. Chao Director November 8, 1999
- ------------------------------------
Chimin J. Chao
Director
- ------------------------------------
Robert G. Clawson
/s/ Michael C. Crapps Director, President and Chief November 8, 1999
- ------------------------------------ Executive Officer
Michael C. Crapps
/s/ Hinton G. Davis Director November 8, 1999
- ------------------------------------
Hinton G. Davis
</TABLE>
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<TABLE>
<S> <C> <C>
- ------------------------------------ Director
Anita B. Easter
/s/ O.A. Ethridge Director November 8, 1999
- ------------------------------------
O.A. Ethridge
/s/ George H. Fann, Jr. Director November 8, 1999
- ------------------------------------
George H. Fann, Jr.
- ------------------------------------ Director
William A. Jordan
/s/ W. James Kitchens, Jr. Director November 8, 1999
- ------------------------------------
W. James Kitchens, Jr.
/s/ James C. Leventis Director November 8, 1999
- ------------------------------------
James C. Leventis
/s/ Broadus Thompson Director November 8, 1999
- ------------------------------------
Broadus Thompson
/s/ Angelo L. Tsiantis Director November 8, 1999
- ------------------------------------
Angelo L. Tsiantis
/s/ Loretta R Whitehead Director November 8, 1999
- ------------------------------------
Loretta R. Whitehead
- ------------------------------------ Director
Mitchell M. Willoughby
/s/ Joseph G. Sawyer Chief Financial Officer November 8, 1999
- ------------------------------------
Joseph G. Sawyer
</TABLE>
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
4.1 - 1999 Stock Incentive Plan (Incorporated by reference to the
Company's annual report for fiscal year ended December 31,
1998 on Form 10-KSB).
4.2 - 1996 Stock Option Plan (Incorporated by reference to Exhibit
10.6 to the Company's annual report for fiscal year ended
December 31, 1995 on Form 10-KSB).
5.1 - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1).
24 - Power of Attorney (contained on the signature pages of this
Registration Statement).
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EXHIBIT 5.1
LAW OFFICES
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
999 PEACHTREE STREET, N.E.
FIRST UNION PLAZA
SUITE 1400
ATLANTA, GEORGIA 30309
TELEPHONE (404) 817-6000
FACSIMILE (404) 817-6050
WWW.NMRS.COM
November 8, 1999
People's Community Capital Corporation
106-A Park Avenue, SW
Aiken, South Carolina 29801
Ladies and Gentlemen:
We have acted as counsel to People's Community Capital Corporation (the
"Company") in connection with the filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, covering the
offering of up to 250,000 shares (the "Shares") of the Company's common stock,
par value $.01 per share, which may be issued by the Company upon the exercise
of stock options under its 1998 Stock Incentive Plan. In connection therewith,
we have examined such corporate records, certificates of public officials, and
other documents and records as we have considered necessary or proper for the
purpose of this opinion.
The opinion set forth herein are limited to the laws of the State of
South Carolina and applicable federal laws.
Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
/s/ Neil E. Grayson, Esq.
Neil E. Grayson, Esq.
