REGISTRATION STATEMENT NO. 333-1274
Filed December 11, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COASTAL FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 57-0925911
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2619 North Oak Street
Myrtle Beach, South Carolina 29577
(803) 448-5151
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(Address of principal executive offices)
1990 Stock Option and Incentive Plan
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(Full title of the Plan)
Copies to:
Michael C. Gerald Eric S. Kracov, Esquire
President Breyer & Aguggia
Coastal Financial Corporation 1300 I Street, N.W.
2619 N. Oak Street Suite 470 East
Myrtle Beach, South Carolina 29577 Washington, D.C. 20005
(803) 448-5151 (202) 737-7900
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Name, address and telephone
number of agent for service
Page 1 of 5 Pages
Exhibit Index Appears on Page 3
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Calculation of Registration Fee
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Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share(1) Offering Price(1) Fee
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Common Stock,
$.01 par
value 164,063 $20.00(2) $3,281,260 $1,131.48
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended (the "Securities Act"), the price per share is estimated
to be $20.00, based upon the average of the high and low trading prices
of the common stock, $.01 par value per share (the "Common Stock"), of
Coastal Financial Corporation (the "Registrant"), as reported on the
Nasdaq Stock Market on December 6, 1996.
(2) 163,064 additional shares are being registered for issuance pursuant to
the 1990 Stock Option and Incentive Plan ("Option Plan"). In addition,
this Registration Statement covers an indeterminate number of shares
reserved for issuance pursuant to the Option Plan as a result of any
future stock split, stock dividend or similar adjustment of the
outstanding Common Stock.
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This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
PAGE
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of a previously filed Registration Statement for Coastal
Financial Corporation, dated September 18, 1992 (Registration No. 33-52212),
is hereby incorporated by reference. This registration statement is being
filed to register additional shares of Common Stock.
Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
No. Exhibit
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5 Opinion of Breyer & Aguggia
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Breyer & Aguggia (see Exhibit 5)
24 Power of attorney (see signature pages)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Coastal Financial Corporation 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 Myrtle Beach, and State
of South Carolina the 10th day of December 1996.
COASTAL FINANCIAL CORPORATION
By: /s/ Michael C. Gerald
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Michael C. Gerald
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
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 dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Michael C. Gerald his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/ Michael C. Gerald Date: December 10, 1996
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Michael C. Gerald
President, Chief Executive Officer and
Director (Principal Executive Officer)
By: /s/ Jerry L. Rexroad Date: December 10, 1996
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Jerry L. Rexroad
Executive Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)
By: /s/ James T. Clemmons Date: December 10, 1996
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James T. Clemmons
Chairman of the Board
By: /s/ James C. Benton Date: December 10, 1996
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James C. Benton
Director
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By: /s/ G. David Bishop Date: December 10, 1996
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G. David Bishop
Director
By: /s/ Harold D. Clardy Date: December 10, 1996
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Harold D. Clardy
Director
By: /s/ James P. Creel Date: December 10, 1996
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James P. Creel
Director
By: /s/ Samuel A. Smart Date: December 10, 1996
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Samuel A. Smart
Director
By: /s/ Wilson B. Springs Date: December 10, 1996
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Wilson B. Springs
Director
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Exhibit 5
Opinion of Breyer & Aguggia
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December 11, 1996
Board of Directors
Coastal Financial Corporation
2619 N. Oak Street
Myrtle Beach, South Carolina 29577
Gentlemen:
We have acted as special counsel to Coastal Financial Corporation, an
Delaware corporation (the "Corporation"), in connection with the preparation
and filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to 164,063
additional shares of Corporation common stock, $.01 par value per share
("Common Stock"), to be issued pursuant to the Corporation's 1990 Stock Option
Plan and Incentive Plan (the "Option Plan") upon the exercise of stock options
("Option Rights"). The Registration Statement also registers an indeterminate
number of additional shares which may be necessary under the Option Plan to
adjust the number of shares reserved for issuance as a result of a stock
split, stock dividend or similar adjustment of the outstanding Common Stock of
the Corporation. We have been requested by the Corporation to furnish an
opinion to be included as an exhibit to the Registration Statement.
We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Corporation, the Plan, a specimen stock
certificate evidencing the Common Stock of the Corporation and such other
corporate records and documents as we have deemed appropriate for the purpose
of rendering this opinion. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed appropriate or relevant as a basis for the
opinion set forth below. In addition, we have assumed, without independent
verification, the genuineness of all signatures and the authenticity of all
documents furnished to us and the conformity in all respects of copies to
originals.
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For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Option Rights; (ii) on the dates the Option Rights
are exercised, the Option Rights granted under the terms of the Option Plan
will constitute valid, legal and binding obligations of the Corporation and
will (subject to applicable bankruptcy, moratorium, insolvency, reorganization
and other laws and legal principles affecting the enforceability of creditors'
rights generally) be enforceable as to the Corporation in accordance with
their terms; (iii) no change occurs in applicable law or the pertinent facts;
and (iv) the provisions of "blue sky" and other securities laws as may be
applicable have been complied with to the extent required.
Based upon the foregoing, and subject to the qualifications and
assumptions set forth herein, we are of the opinion as of the date hereof that
the shares of Common Stock to be issued pursuant to the Option Plan, when
issued pursuant to and in accordance with the Registration Statement, the
Option Plan and, with respect to the Option Plan, upon receipt of the
consideration required thereby, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
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Exhibit 23.1
Consent of Independent Auditors
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Coastal Financial Corporation
Myrtle Beach, South Carolina
We consent to incorporation by reference in the registration statement on Form
S-8, dated December 11, 1996, to register shares of common stock which will be
issued pursuant to the Coastal Financial Corporation's 1990 Stock Option and
Incentive Plan as amended, of our report dated October 20, 1995 relating to
the consolidated statements of financial condition of Coastal Financial
Corporation and subsidiaries as of September 30, 1995 and 1994, and the
related consolidated statements of operations and cash flows for each of the
years in the three-year period ended September 30, 1995, which report appears
in the September 30, 1995, annual report on Form 10-K of Coastal Financial
Corporation and subsidiaries. Our report dated October 20, 1995, refers to
the fact that the Company adopted the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards ("SFAS") No.
115, "Accounting for Certain Investments in Debt and Equity Securities" at
October 1, 1994 and the provision of SFAS No. 109, "Accounting for Income
Taxes" on October 1, 1993.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
December 11, 1996
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Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
PAGE
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Exhibit 24
Power of Attorney (see signature page)
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