As filed with the Securities and Exchange Commission on November 21, 2002
Registration No. 333-_______________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
SUMMIT FINANCIAL CORPORATION
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(Exact Name of Issuer as specified in its Charter)
South Carolina 57-0892056
(State or other jurisdiction of (I.R.S.
incorporation or organization) Employer
Identification No.)
937 N. Pleasantburg Drive
Greenville, South Carolina 29607
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(Address of principal executive offices) Zip Code
SUMMIT FINANCIAL CORPORATION 1999 INCENTIVE STOCK OPTION PLAN
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(Full Title of the Plan)
J. Randolph Potter, President
Summit Financial Corporation
937 N. Pleasantburg Drive
Greenville, South Carolina 29607
(Name and address, including ZIP code, of agent for service)
(803) 242-2265
(Telephone number, including area code, of agent for service)
Copy to:
C. Vincent Brown
Brown, Massey, Evans & McLeod
Post Office Box 2464
Greenville, South Carolina 29602
CALCULATION OF REGISTRATION FEE
Title of securities to be Amount to be Proposed Proposed Amount of
registered registered in maximum maximum registration
shares (1) offering price aggregate fee
per unit offering price
Common Stock, $1.00 par value. . . . 156,945 (2) $ 8.90 (3) $ 1,396,811 $ 128.51
Common Stock, $1.00 par value. . . . 80,092 (4) $ 14.76 (5) $ 1,182,158 $ 108.76
TOTAL. . . . . . . . . . . . . . . . 237,037 (6) $ 237.27
<FN>
(1) Plus such additional number of shares as may be available for purchase
pursuant to the Plan in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Stock.
(2) Represents 6,946 shares reserved for issuance under previously awarded
option grants at $11.56 per share, 5,513 shares reserved for issuance under
previously awarded option grants at $10.10 per share, 115,763 shares reserved
for issuance under previously awarded option grants at $8.62 per share, 19,516
shares reserved for issuance under previously awarded option grants at $9.52 per
share, and 9,207 shares reserved for issuance under previously awarded option
grants at $8.39 per share under the Summit Financial Corporation 1999 Incentive
Stock Option Plan.
(3) Represents the average per share exercise price of options previously
awarded under the Summit Financial Corporation 1999 Incentive Stock Option Plan.
(4) Represents shares reserved for issuance pursuant to future grants under
the Summit Financial Corporation 1999 Incentive Stock Option Plan.
(5) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) promulgated under the Securities Act of 1933 on the
basis of the average of the high and low selling prices of the Common Stock on
the NASDAQ Exchange as reported on November 20, 2002
(6) Represents the original shares reserved for grants under the Summit
Financial Corporation 1999 Incentive Stock Option Plan (215,000 shares),
adjusted for stock dividends paid subsequent to the Plan's effective date.
PART I: INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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Information required by Part I of Form S-8 is not required to be filed with
the Securities and Exchange Commission and is omitted from this registration
statement.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, or portions thereof, which we have filed with the
Securities and Exchange Commission (SEC), are not presented herein and are
incorporated by reference into this registration statement:
(a) Summit Financial Corporation's (the Company) Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC (File No. 000-19235);
(b) All reports filed with the SEC pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the Company's 2001 year end,
including the Company's Quarterly Report on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002, and September 30, 2002; and
(c) The description of the Company's Common Stock under the section entitled
"Capital Stock" contained in the Company's registration statement on Form 8-A
(File No. 000-19235), filed on April 23, 1991.
In addition, all documents that we subsequently file with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior
to the filing with the SEC of a post-effective amendment to this registration
statement that (1) indicates that all securities offered on this registration
statement have been sold or (2) effects the deregistration of the balance of
such shares then remaining unsold shall be deemed to be incorporated in this
registration statement by reference and to be a part of this registration
statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Brown, Massey, Evans & McLeod, P.A., located in Greenville,
South Carolina, is general counsel to the Company and have issued their legal
opinion with regard to this registration statement and the common stock covered
hereby. At September 30, 2002, C. Vincent Brown, a principal of Brown, Massey,
Evans & McLeod, P.A., and the Chairman of the Board of Summit Financial
Corporation, owned beneficially 165,222 shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The South Carolina Business Corporation Act of 1988 permits, and the
Company's Bylaws require, indemnification of the Company's directors and
officers. Under Sections 33-8-510, 33-8-550 and 33-8-560 of the South Carolina
Business Corporation Act of 1988, a South Carolina corporation is authorized
generally to indemnify its directors and officers in civil or criminal actions
if they acted in good faith and reasonably believed their conduct to be in the
best interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The Company's Bylaws
provide for and the Company does carry insurance on the behalf of directors,
officers, employees or agents of the Company that may cover liabilities under
the Securities Act of 1933 asserted against or incurred by him in that capacity
or arising from his status as such, whether or not the Company would have the
power to indemnify him against the same liability under Sections 33-8-510 and
33-8-520 of the South Carolina Business Corporation Act of 1988.
As permitted by Section 33-2-102 of the South Carolina Business Corporation
Act of 1988, the Company's Articles of Incorporation provide that no director of
the Company shall be liable to the Company or its shareholders for monetary
damages for breach of his fiduciary duty as a director, except for (i) any
breach of the director's duty of loyalty to the Company or its shareholders,
(ii) acts or omissions not in good faith or which involve gross negligence,
intentional misconduct or a knowing violation of law, (iii) certain unlawful
distributions, or (iv) any transaction from which the director derived an
improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibits required to be filed with this Registration Statement are detailed
following. Certain of such exhibits which have heretofore been filed with the
Securities and Exchange Commission and which are designated by reference to
their exhibit numbers in prior filings are hereby incorporated herein by
reference and made a part hereof.
Exhibit
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3.1 Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 filed with Summit Financial Corporation's Registration Statement on
Form S-1 under the Securities Act of 1933, filed on October 6, 1989, File No.
33-31466)
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2
filed with the Summit Financial Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2002, File No. 000-19235)
4.1 Form of Summit Financial Corporation Certificate for Common Stock
(incorporated by reference to Exhibit 4 filed with Summit Financial
Corporation's Registration Statement on Amendment No. 1 To Form S-1, filed on
December 7, 1989, File No. 33-31466)
4.2 Summit Financial Corporation 1999 Incentive Stock Option Plan (Filed
herewith)
5 Opinion of Brown, Massey, Evans & McLeod, P.A. (Filed herewith)
23.1 Consent of Brown, Massey, Evans & McLeod, P.A. (Contained in Exhibit
5)
23.2 Consent of KPMG LLP (Filed herewith)
24 Power of Attorney (Filed herewith on signature page)
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth 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% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply
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if the registration statement is on Form S-3, Form S-8, or Form F-3 and 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
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
offering.
(b) The undersigned Registrant hereby undertakes 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 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.
(c) 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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 Greenville, State of South Carolina, on November
18, 2002.
(Registrant) Summit Financial Corporation
By: /s/ J. Randolph Potter
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(Name & Title) J. Randolph Potter, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints J. Randolph Potter and Blaise B.
Bettendorf, and each of them, as true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and confirming all which said attorneys-in-fact
and agents or any of them, or their or his or her 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 and on the dates indicated on the following page.
Signature Title Date
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/s/ J. Randolph Potter. . President, Chief Executive November 18, 2002
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J. Randolph Potter. . . .
/s/ Blaise B. Bettendorf. Senior V. P., Chief Financial November 18, 2002
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Blaise B. Bettendorf. . . accounting officer)
/s/ C. Vincent Brown. . . Chairman of the Board, November 18, 2002
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C. Vincent Brown. . . . .
/s/ John A. Kuhne . . . . Vice Chairman, Director November 18, 2002
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John A. Kuhne
/s/ David C. Poole. . . . Secretary, Director November 18, 2002
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David C. Poole
/s/ Ivan E. Block . . . . Director November 18, 2002
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Ivan E. Block
/s/ J. Earle Furman, Jr.. Director November 18, 2002
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J. Earle Furman, Jr.
/s/ John W. Houser. . . . Director November 18, 2002
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John W. Houser
/s/ T. Wayne McDonald . . Director November 18, 2002
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T. Wayne McDonald
/s/ Allen H. McIntyre . . Director November 18, 2002
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Allen H. McIntyre
/s/ Larry A. McKinney . . Director November 18, 2002
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Larry A. McKinney