SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FIRST COMMUNITY FINANCIAL
CORPORATION
(Exact name of Registrant as specified in its charter)
North Carolina 56-2119954
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
708 South Church Street
P. O. Box 1837
Burlington, North Carolina 27216-1837
(Address of Principal Executive Offices)
FIRST COMMUNITY FINANCIAL CORPORATION
STOCK OPTION PLAN AND TRUST
(Full title of the Plan)
____________________
William R. Gilliam, President and Chief Executive Officer
First Community Financial Corporation
708 South Church Street
P. O. Box 1837
Burlington, North Carolina 27216-1837
(336) 227-3631
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
RANDALL A. UNDERWOOD
JOHN M. CROSS, JR.
Brooks, Pierce, McLendon,
Humphrey & Leonard, L.L.P.
Post Office Box 26000
2000 Renaissance Plaza
230 North Elm Street
Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
=============================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price Aggregate Offering Registration
Per Unit Price Fee(3)
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value 188,079(2) $17.323 $3,258,402(3,4) $861(3)
=============================================================================================================================
(Footnotes on Next Page)
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
(S)230.462.
(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
First Community Financial Corporation Stock Option Plan and Trust ("Stock Option
Plan") as a result of a reclassification, reorganization, recapitalization,
stock split, stock dividend or similar occurrence which makes an adjustment of
shares just and appropriate.
(2) Represents the total number of shares which may be issued pursuant to
options granted under the Stock Option Plan.
(3) Solely for purposes of calculating the regulation fee in accordance
with Rule 457(c), the proposed maximum offering price unit has been calculated
on a weighted average price per share basis. Of the 188,079 shares being
registered hereby, (i) 160,000 are subject to options which have been granted
under the Stock Option Plan with an exercise price equal to $17.25 per share
($2,760,000 in the aggregate) and (ii) the remaining 28,079 shares, which are
not underlying options awarded to date, are being registered based upon the last
transaction price quoted by the Nasdaq National Market of $17.75 per share
($498,402.25 in the aggregate) on November 7, 2000.
(4) Estimated total for the purposes of calculating the registration fee in
accordance with Rule 457(h).
================================================================================
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item I. Plan Information.
This Registration Statement on Form S-8 relates to the registration of up
to 188,079 shares of common stock, no par value, of First Community Financial
Corporation (the "Registrant") which are reserved for issuance pursuant to
options which have been granted under the First Community Financial Corporation
Stock Option Plan and Trust ("Stock Option Plan"). This Registration Statement
also relates to an indeterminent number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Stock Option Plan as a result of a reclassification, reorganization,
recapitalization, stock split, stock dividend or similar occurrence which makes
an adjustment of shares just and appropriate. Documents containing the
information specified in Part I of Form S-8 will be sent or given to the
participants in the Stock Option Plan as specified by Rule 428(b)(1). Such
documents are not filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 in reliance on Rule 428.
Item 2. Registration Information and Employee Plan Annual Information.
The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are incorporated herein
by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999.
(b) The Registrant's proxy statement for its 2000 annual meeting of
shareholders dated June 1, 2000.
(c) All reports filed by the Registrant pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the fiscal year covered by the
Registrant's Annual Report on Form 10-K referred to in clause (a)
above, including but not limited to:
(i) The Registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 2000, June 30, 2000 and September 30, 2000;
(ii) The Registrant's reports on Form 8-K filed with the Commissions
on October 17, 2000 and March 13, 2000; and
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(iii) The Report on Form 11-K for the Community Savings Bank
Employees' Savings & Profit Sharing Plan filed with the
Commission on June 22, 2000.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form SB-2, as amended,
Registration No. 333-70981, incorporated by reference in the
Registration Statement on Form 8-A filed with the Commission under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") on May 18, 1999 (File No. 000-26117), including any
amendment or report filed for the purpose of updating such
description.
(e) All documents subsequently filed by the Registrant, the Stock Option
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the date
of the filing of such documents. Any statement contained in this
Registration Statement, or in a document incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein, or in any other subsequently filed
document which is also incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its stockholders or otherwise for monetary damages for breach of any
duty as director. The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employer or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity. "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
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which are actually and reasonably incurred in connection with or as a
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.
Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.
Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified. Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful. A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard of conduct is determined by the board of directors, or a
committee or special legal counsel or the shareholders as prescribed in Section
55-8-55.
Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise. Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.
In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnifications
shall or may be made.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-B):
Exhibit No. Description of Document
----------- -----------------------
4.0 Specimen Stock Certificate for the Registrant
(incorporated by reference to Exhibit 4.1 of the
Registration Statement on Form SB-2, Registration
No. 333-70981), filed January 22, 1999, as amended.
5.0 Opinion of Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. as to legality of securities being
registered.
10.0 First Community Financial Corporation Stock Option
Plan and Trust.
23.1 Consent of Brooks, Pierce, McLendon, Humphrey &
Leonard, L.L.P. (included in Exhibit 5).
23.2 Consent of PricewaterhouseCoopers LLP.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to the Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) Reflect in the prospectus any facts or events arising which,
individually or in the aggregate, represent a 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%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the Registration
Statement;
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(iii) 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 (1)(i) and (1)(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 Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) For determining liability under the Securities Act, 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 that remain unsold at the termination of the
offering.
(4) For purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant 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. 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 and will be governed by
the final adjudication of such issue.
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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 Burlington, State of North Carolina, on the 14th day
of November, 2000.
FIRST COMMUNITY FINANCIAL CORPORATION
Registrant
By: /s/ William R. Gilliam
----------------------------------
William R. Gilliam, President
and Chief Executive Officer
Each person whose individual signature appears below hereby makes,
constitutes and appoints William R. Gilliam to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Date: November 14, 2000 By: /s/ William R. Gilliam
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William R. Gilliam, President and Director (Chief Executive Officer)
Date: November 14, 2000 By: /s/ Christopher B. Redcay
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Christopher B. Redcay, Treasurer
(Principal Accounting Officer and
Principal Financial Officer)
Date: November 14, 2000 By: /s/ Jimmy L. Byrd
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Jimmy L. Byrd, Director
Date: November 14, 2000 By: /s/ Julian P. Griffin
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Julian P. Griffin, Director
Date: November 14, 2000 By: /s/ Edgar L. Hartgrove
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Edgar L. Hartgrove, Director
Date: November 14, 2000 By: /s/ William C. Ingold
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William C. Ingold, Director
Date: November 14, 2000 By: /s/ Charles A. LeGrand
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Charles A. LeGrand, Director
Date: November 14, 2000 By: /s/ James D. Moser, Jr.
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James D. Moser, Jr., Director
Date: November 14, 2000 By: /s/ W. Joseph Rich
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W. Joseph Rich, Director
Date: November 14, 2000 By: /s/ Alfred J. Spitzner
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Alfred J. Spitzner, Director
Date: November 14, 2000 By: /s/ Herbert N. Wellons
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Herbert N. Wellons, Director
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EXHIBIT INDEX
Method of
Exhibit No. Description Filing
- ------------------- ----------------------------------------------- ------------------------
4.0 Specimen Stock Certificate for the Registrant Incorporated by
Reference
5.0 Opinion of Brooks, Pierce, McLendon, Humphrey Filed Herewith
& Leonard, L.L.P. as to legality of securities
being registered
10.0 First Community Financial Corporation Stock Filed Herewith
Option Plan and Trust
23.1 Consent of Brooks, Pierce, McLendon, Humphrey Filed Herewith
& Leonard, L.L.P. (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP Filed Herewith
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