REGISTRATION STATEMENT NO. 333-_____
Filed July 2, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRSTSPARTAN FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Delaware 56-2015272
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
380 E. Main Street
Spartanburg, South Carolina 29302
(864) 582-2391
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(Address of principal executive offices)
First Federal Savings & Loan 401(k) Plan
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(Full title of the Plan)
Copies to:
Billy L. Painter Eric S. Kracov, Esquire
President Breyer & Aguggia
FirstSpartan Financial Corp. 1300 I Street, N.W.
380 E. Main Street Suite 470 East
Spartanburg, South Carolina 29302 Washington, D.C. 20005
(864) 582-2391 (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 4
Calculation of Registration Fee
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
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Common Stock,
$.01 par
value 250,000 $20.00(2) $5,000,000 $1,516.00
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee.
(2) 250,000 shares are being registered for issuance pursuant to the First
Federal Savings & Loan 401(k) Plan ("401(k) Plan"). In addition, this
Registration Statement covers an indeterminate number of shares reserved
for issuance pursuant to the 401(k) Plan as a result of any future stock
split, stock dividend or similar adjustment of the outstanding Common
Stock. Pursuant to Rule 416(c), the Registration Statement also covers
an indeterminate number of participation interests available thereunder.
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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
Item 3. Incorporation of Certain Documents by Reference
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The following documents filed with the Commission are incorporated in
this Registration Statement by reference:
(1) the Registrant's Registration Statement on Form S-1 (333-23015)
filed March 7, 1997 and amendments thereto;
(2) the Annual Report on Form 11-K of the Company's 401(k) Plan for the
year ended December 31, 1996; and
(3) the description of the Common Stock set forth in the Company's
Registration Statement on Form 8-A registering the Company's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed April
8, 1997.
All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
covered hereby then remaining unsold, shall also be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof commencing
on the respective dates on which such documents are filed.
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 also is or is 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
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Not Applicable
Item 5. Interests of Named Experts and Counsel
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Not Applicable
Item 6. Indemnification of Directors and Officers
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Section 145 of the Delaware General Corporation Law set forth
circumstances under which directors, officers, employees and agents of the
Registrant may be insured or indemnified against liability which they may
incur in their capacities.
Article XVII of the Registrant's Certificate of Incorporation provides
for indemnification of the directors, officers, employees and agents of the
Registrant for expenses (including attorney's fees but excluding amounts paid
in settlement for derivative suits) actually and reasonably incurred in
connection with the defense of any threatened, pending or completed action or
suit if such director, officer, employee or agent is successful on the merits
or otherwise, or acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interest of the Registrant and, with
respect to any criminal action or proceeding had no reasonable cause to
believe his conduct was unlawful.
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Item 7. Exemption From Registration Claimed
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Not Applicable
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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23 Consent of Deloitte & Touche LLP
24 Power of attorney (see signature pages)
99.1 First Federal Savings & Loan 401(k) Plan (incorporated by
reference herein as Exhibit 10.4 to Pre-Effective Amendment
No. 1 to Form S-1, filed on April 25, 1997)
Item 9. Undertakings
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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, (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or 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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed 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. That, for the purposes of determining any 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 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.
4. That, for the 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 that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. 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 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 liabilities (other than the payment by the Registrant
in the successful
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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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will 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,
FirstSpartan Financial Corp. 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 Spartanburg, and State
of South Carolina the 2nd day of July 1997.
FIRSTSPARTAN FINANCIAL CORP.
By: /s/ Billy L. Painter
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Billy L. Painter
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 Billy L. Painter 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/ Billy L. Painter Date: July 2, 1997
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Billy L. Painter
President and Chief Executive
Officer (Principal Executive
Officer)
By: /s/ R. Lamar Simpson Date: July 2, 1997
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R. Lamar Simpson
Treasurer, Secretary and Chief
Financial Officer (Principal
Financial and Accounting Officer)
By: /s/ Robert R. Odom Date: July 2, 1997
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Robert R. Odom
Chairman of the Board
By: /s/ E. Lea Salter Date: July 2, 1997
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E. Lea Salter
Director
By: /s/ David E. Tate Date: July 2, 1997
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David E. Tate
Director
By: /s/ Robert L. Handell Date: July 2, 1997
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Robert L. Handell
Director
By: /s/ E.L. Sanders Date: July 2, 1997
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E.L. Sanders
Director
By: /s/ R. Wesley Hammond Date: July 2, 1997
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R. Wesley Hammond
Director
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the First Federal Savings & Loan 401(k) Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Spartanburg, State of South Carolina, on July 2,
1997.
FIRSTSPARTAN FINANCIAL CORP.
By: /s/ Billy L. Painter
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Billy L. Painter
Plan Administrator
Exhibit 23
Consent of Deloitte & Touche LLP
Deloitte &
Touche LLP
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1200 NationsBank Plaza Telephone: (864) 240-5700
7 North Laurens Street Facsimile: (864) 235-8563
Greenville, South Carolina 29601
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
FirstSpartan Financial Corp. on Form S-8 of our report dated August 23, 1996
(October 1, 1996 as to the 4th paragraph of Note 1), appearing in the
Prospectus on Form S-1 of FirstSpartan Financial Corp. for the year ended June
30, 1996, and our report dated June 5, 1997 appearing in the Annual Report on
Form 11-K of First Federal Savings & Loan 401(k) Plan for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
June 30, 1997
Exhibit 24
Power of Attorney (see signature page)