REGISTRATION STATEMENT NO. 333-_____
Filed April 9, 1998
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 200,000 $22.38(2) $4,475,000 $1,320
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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 $22.38, 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 April 8, 1998.
(2) 200,000 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of previously filed Registration Statements for Coastal
Financial Corporation, dated September 18, 1992 (Registration No. 33-52212)
and December 11, 1996 (Registration No. 333-1274), are hereby incorporated by
reference. This registration statement is being filed to register additional
shares of Common Stock.
Item 8. Exhibits
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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 9th day of April 1998.
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: April 9, 1998
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Michael C. Gerald
President, Chief Executive Officer and
Director (Principal Executive Officer)
By:/s/ Jerry L. Rexroad Date: April 9, 1998
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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: April 9, 1998
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James T. Clemmons
Chairman of the Board
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By:/s/ James C. Benton Date: April 9, 1998
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James C. Benton
Director
By:/s/ G. David Bishop Date: April 9, 1998
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G. David Bishop
Director
By:/s/ Harold D. Clardy Date: April 9, 1998
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Harold D. Clardy
Director
By:/s/ James P. Creel Date: April 9, 1998
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James P. Creel
Director
By:/s/ Samuel A. Smart Date: April 9, 1998
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Samuel A. Smart
Director
By:/s/ Wilson B. Springs Date: April 9, 1998
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Wilson B. Springs
Director
By:/s/ James H. Dusenbury Date: April 9, 1998
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James H. Dusenbury
Director
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Exhibit 5
Opinion of Breyer & Aguggia
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1300 I Street, N.W.
Suite 470 East
Washington, D.C. 20005
Telephone: (202) 737-7900
Breyer & Aguggia Facsimile: (202) 737-7979
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ATTORNEYS AT LAW
April 9, 1998
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 "Company"), in connection with the preparation of
the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to the registration of up to 200,000 additional shares of
Company common stock, $.01 par value per share ("Common Stock"), to be issued
pursuant to the Company's 1990 Stock Option Plan and Incentive Plan (the
"Option Plan") upon the exercise of stock options ("Option Rights"). You have
requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plan will be duly and validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/ Breyer & Aguggia
BREYER & AGUGGIA
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Exhibit 23.1
Consent of Independent Auditors
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KPMG Peat Marwick LLP
One Insignia Financial Plaza Telephone (864) 250-2600
P.O. Box 10529 Fax (864) 235-7542
Greenville, SC 29603
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Coastal Financial Corporation
We consent to the use of our report dated October 17, 1997 related to the
audits of the consolidated balance sheets of Coastal Financial Corporation as
of September 30, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows for each of the years in the
three-year period ended September 30, 1997, incorporated by reference herein.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
April 8, 1998
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Exhibit 23.2
Consent of Breyer & Aguggia (see Exhibit 5)
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Exhibit 24
Power of Attorney (see signature page)
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