1
As filed with the Securities and Exchange Commission on March 30, 2004
Registration No. 333-______
===============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Coastal Financial Corporation
(exact name of registrant as specified in its charter)
DELAWARE 57-0925911
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2619 OAK STREET
MYRTLE BEACH, SOUTH CAROLINA 29577-3129
(843) 205-2000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
COASTAL FINANCIAL CORPORATION 2000 STOCK OPTION PLAN
(Full Title of the Plan)
MICHAEL C. GERALD COPIES TO:
PRESIDENT, CHIEF EXECUTIVE PAUL M. AGUGGIA, ESQUIRE
OFFICER AND DIRECTOR ERIC S. KRACOV, ESQUIRE
COASTAL FINANCIAL CORPORATION MULDOON MURPHY FAUCETTE & AGUGGIA LLP
2619 OAK STREET 5101 WISCONSIN AVENUE, N.W.
MYRTLE BEACH, SOUTH CAROLINA 29577-3129 WASHINGTON, DC 20016
(843) 205-2000 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / X /
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Proposed Proposed Maximum Amount
Title of Amount to be Maximum Offering Aggregate Offering Registration
Securities to be Registered Registered(1) Price Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock 525,000
$.01 par Value Shares (2) $15.14(3) $7,948,500 $1,008
==================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of
shares reserved for issuance pursuant to the Coastal Financial Corporation 2000 Stock Option Plan (the "Plan")
as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of Coastal
Financial Corporation, pursuant to 17 C.F.R. ss.230.416(a).
(2) Represents the total number of additional shares reserved or available for issuance as options pursuant to the Plan.
(3) 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 $15.14 based
upon the average trading price of the common stock, $.01 par value per share (the "Common Stock"), of Coastal
Financial Corporation (the "Registrant"), as reported on the NASDAQ SYSTEM on March 25, 2004.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
2
EXPLANATORY NOTE
In accordance with General Instruction E of Form S-8, the contents of the
previously filed Registration Statement for Coastal Financial Corporation dated
February 1, 2001 (Registration No. 333-54794) are hereby incorporated by
reference. This Registration Statement is being filed to register 525,000
additional shares of the Company's common stock for issuance under the Coastal
Financial Corporation 2000 Stock Option Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. LIST OF EXHIBITS.
The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8 (numbering corresponds generally to Exhibit
Table in Item 601 of Regulation S-K):
5 Opinion of Muldoon Murphy Faucette & Aguggia LLP as to the
legality of the Common Stock to be issued.
10 Coastal Financial Corporation 2000 Stock Option Plan(1)
23.0 Consent of Muldoon Murphy Faucette & Aguggia LLP (contained in
the opinion included in Exhibit 5)
23.1 Consent of KPMG LLP
24 Power of Attorney (located on the signature pages).
- --------------------------
1 Incorporated herein by reference from Appendix A to the Proxy Statement on
Form DEF 14A (SEC No. 333-01274) filed with the SEC on December 22, 1999.
2
3
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, South Carolina, on March 30, 2004.
COASTAL FINANCIAL CORPORATION
By: /s/ Michael C. Gerald
--------------------------------------------
Michael C. Gerald
President, Chief Executive Officer and
Director
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.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below
(other than Mr. Gerald) constitutes and appoints Michael C. Gerald as the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
---- ----- ----
/s/ James T. Clemmons Chairman of the Board March 30, 2004
- ------------------------
James T. Clemmons
/s/ Michael C. Gerald President, Chief Executive Officer March 30, 2004
- ------------------------ and Director
Michael C. Gerald (principal executive officer)
/s/Jerry L. Rexroad Executive Vice President and March 30, 2004
- ------------------------ Chief Financial Officer
Jerry L. Rexroad (principal financial and
accounting officer)
/s/ Frank A. Thompson, II Director March 30, 2004
- -------------------------
Frank A. Thompson, II
3
4
/s/ James C. Benton Director March 30, 2004
- ------------------------
James C. Benton
/s/ James P. Creel Director March 30, 2004
- ------------------------
James P. Creel
/s/ James H. Dusenbury Director March 30, 2004
- ------------------------
James H. Dusenbury
/s/ G. David Bishop Director March 30, 2004
- ------------------------
G. David Bishop
4
5
EXHIBIT INDEX
-------------
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------ ------------------ ---------------------------------------------- ------------
10 Coastal Financial Incorporated herein by reference from Appendix
Corporation Stock A to the Proxy Statement on form DEF 14A
Option Plan (SEC No. 333-01274) filed with the SEC on
December 22, 1999.
5 Opinion of MMF&A Filed herewith.
23.0 Consent of MMF&A Contained in Exhibit 5.
23.1 Consent of KPMG LLP Filed herewith.
24 Power of Attorney Located on the signature page.
5
6
EXHIBIT 5 OPINION OF MULDOON MURPHY FAUCETTE & AGUGGIA LLP
7
March 30, 2004
Board of Directors
Coastal Financial Corporation
2619 Oak Street
Myrtle Beach, South Carolina 29577-3129
Re: Coastal Financial Corporation 2000 Stock Option Plan
for Offer and Sale of an Additional 525,000 Shares of Common Stock
Gentlemen:
We have been requested by Coastal Financial Corporation, a Delaware
corporation (the "Company"), to issue a legal opinion in connection with the
registration on Form S-8 under the Securities Act of 1933, as amended, of an
additional 525,000 shares of the Company's Common Stock, par value $.01 per
share (the "Shares"), that may be issued under the Coastal Financial Corporation
2000 Stock Option Plan (herein referred to as the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified: (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Coastal Federal Bank.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and, upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
registration statement on Form S-8 in which this opinion is contained) or any
other person or entity without the prior written consent of this firm.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by
8
Board of Directors
March 30, 2004
Page 2
reference) on the authority of "experts" within the meaning of the Securities
Act, we are not experts with respect to any portion of the Registration
Statement, including without limitation the financial statements or schedules or
the other financial information or data included therein.
We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's registration statement on Form S-8.
Very truly yours,
/s/ MULDOON MURPHY FAUCETTE & AGUGGIA LLP
9
EXHIBIT 23.1 CONSENT OF KPMG LLP
10
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Coastal Financial Corporation
We consent to the incorporation by reference in the Registration Statement on
Forms S-8 of Coastal Financial Corporation of our report dated October 29, 2003,
with respect to the consolidated statements of financial condition of Coastal
Financial Corporation and subsidiaries as of September 30, 2002 and 2003, and
the related consolidated statements of operations, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended September 30, 2003, which report is incorporated by reference in
the September 30, 2003, Annual Report on Form 10-K of Coastal Financial
Corporation.
/s/ KPMG LLP
Greenville, South Carolina
March 30, 2004