Registration No. 333-______
As filed with the Securities and Exchange Commission on October 29, 2004
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Great Pee Dee Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 56-2050592
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
901 Chesterfield Highway
Cheraw, South Carolina 29520
(Address of Principal Executive Offices)
Herbert W. Watts
901 Chesterfield Highway
Cheraw, South Carolina 29520
(Name and Address of Agent for Service)
Great Pee Dee Bancorp, Inc.
2003 Long-Term Incentive Stock Benefit Plan
(Full Title of the Plan)
Copies to:
Herbert W. Watts Ned Quint, Esquire
President and Chief Executive Officer Luse Gorman Pomerenk & Schick, P.C.
Great Pee Dee Bancorp, Inc. 5335 Wisconsin Ave., N.W., Suite 400
901 Chesterfield Highway Washington, D.C. 20015
Cheraw, South Carolina 29520 (202) 274-2000
(843) 537-7656
(Name, Address and Telephone
Number of Agent for Service)
----------------
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
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered (1) Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 9,000(2) $17.05 $ 153,450 $ 19
- --------------------------------------------------------------------------------------------------------------------
Common stock, par value
$0.01 per share 79,388(3) $15.09(4) $1,197,965 $152
- --------------------------------------------------------------------------------------------------------------------
Totals 88,388 $1,351,415 $171
====================================================================================================================
- --------------
(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 Great Pee Dee Bancorp, Inc. 2003 Long-Term Incentive Stock Benefit Plan
(the "Stock Benefit Plan") as a result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of Great Pee Dee
Bancorp, Inc. pursuant to 17 C.F.R. Section 230.416(a).
(2) Represents the number of shares that have been granted pursuant to the
Stock Benefit Plan but have not yet vested. (3) Represents the number of
shares that can be granted as stock awards pursuant to the Stock Benefit
Plan. (4) Determined by reference to the fair market value of the common
stock on October 27, 2004, pursuant to 17 C.F.R. Section
230.457(c).
This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants in the Stock Benefit Plan
as specified by Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed by Great Pee
Dee Bancorp, Inc. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement:
a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2004 (Commission File No. 000-23521), filed with the Commission on
September 28, 2004 pursuant to Section 13(a) of the Securities and Exchange Act
of 1934, as amended (the "Exchange Act");
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b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the year covered by the Annual Report on Form 10-KSB referred to in (a)
above; and
c) The description of the Company's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on December 18,
1997 (Commission File No. 000-23521).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, 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 then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents. Any statement contained in the documents incorporated,
or deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Annual Report on Form 10-KSB to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein 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 and the Annual Report on Form 10-KSB.
The Company shall furnish without charge to each person to whom the
Annual Report is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests should be
directed to Herbert W. Watts, President and Chief Executive Officer, Great Pee
Dee Bancorp, Inc., 901 Chesterfield Highway, Cheraw, South Carolina 29520,
telephone number (843) 537-7656.
All information appearing in this Registration Statement and the Annual
Report on Form 10-KSB is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated herein
or therein by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Articles TENTH and ELEVENTH of the Certificate of Incorporation of
Great Pee Dee Bancorp, Inc. (for purposes of this Item 6, the "Corporation") set
forth circumstances under which directors, officers, employees and agents of the
Corporation may be insured or indemnified against liability which they incur in
their capacities as such:
TENTH:
A. Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent or in any other capacity while serving as a Director, Officer,
employee or agent, shall be indemnified and held harmless by the Corporation to
the fullest extent authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than such
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law permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith; provided, however, that,
except as provided in Section C hereof with respect to proceedings to enforce
rights to indemnification, the Corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such indemnitee
only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article
TENTH shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a Director or Officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in
full by the Corporation within sixty days after a written claim has been
received by the Corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days, the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the indemnitee shall be
entitled to be paid also the expenses of prosecuting or defending such suit. In
(i) any suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) in any suit by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the Corporation shall be entitled to recover such expenses upon a
final adjudication that, the indemnitee has not met any applicable standard for
indemnification set forth in the Delaware General Corporation Law. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the indemnitee has not met such
applicable standard of conduct, shall create a presumption that the indemnitee
has not met the applicable standard of conduct or, in the case of such a suit
brought by the indemnitee, be a defense to such suit. In any suit brought by the
indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the
indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Article TENTH or otherwise, shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, the Corporation's
Certificate of Incorporation, Bylaws, agreement, vote of stockholders or
Disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by
the Board of Directors, grant rights to indemnification and to the advancement
of expenses to any employee or agent of the Corporation to the
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fullest extent of the provisions of this Article TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of the
Corporation.
ELEVENTH:
A Director of this Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived an improper
personal benefit. If the Delaware General Corporation Law is amended to
authorize corporate action further eliminating or limiting the personal
liability of Directors, then the liability of a Director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing
Exhibit Number or Exhibit No. attached
Document hereto
4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Exhibit 5
10 Great Pee Dee Bancorp, Inc. 2003 Long-Term Incentive Stock Benefit **
Plan
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C Contained in Exhibit 5
23.2 Consent of Dixon Hughes PLLC Exhibit 23.2
24 Power of Attorney Contained on Signature Page
* Incorporated by reference to Exhibit 4 to the Registration Statement on Form
SB-2 (Commission File No. 333-36489), originally filed by the Company under the
Securities Act of 1933 with the Commission on September 26, 1997, and all
amendments or reports filed for the purpose of updating such description.
** Incorporated by reference to the Company's Proxy Statement relating to the
Company's October 15, 2003 annual meeting of stockholders, filed by the Company
with the Commission on September 17, 2003.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
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1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan distribution not previously
disclosed in this Registration Statement or any material change to such
information in this 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 Plan;
4. 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 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; and
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 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 Act and will
be governed by the final adjudication of such issue.
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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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cheraw, South Carolina, on this 27th
day of October, 2004.
GREAT PEE DEE BANCORP, INC.
By: /s/ Herbert W. Watts
--------------------------------
Herbert W. Watts
Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Great Pee Dee Bancorp,
Inc. (the "Company") hereby severally constitute and appoint Herbert W. Watts as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Herbert W. Watts may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of common stock underlying the
Great Pee Dee Bancorp, Inc. 2003 Long-Term Incentive Stock Benefit Plan,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Herbert W. Watts shall do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
/s/ Herbert W. Watts President and Chief Executive Officer October 27, 2004
- --------------------------- (Principal Executive
Herbert W. Watts Officer)
/s/ John M. Digby Chief Financial Officer and October 27, 2004
- --------------------------- Treasurer (Principal Financial and
John M. Digby Accounting Officer)
/s/ John S. Long Executive Vice President October 27, 2004
- --------------------------- and Director
John S. Long
/s/ James C. Crawford, III Chairman October 27, 2004
- ---------------------------
James C. Crawford, III
/s/ Robert M. Bennett, Jr. Director October 27, 2004
- ---------------------------
Robert M. Bennett, Jr.
/s/ William R. Butler Director October 27, 2004
- ---------------------------
William R. Butler
/s/ Henry P. Duvall, IV Director October 27, 2004
- ---------------------------
Henry P. Duvall, IV
/s/ H. Malloy Evans, Jr. Director October 27, 2004
- ---------------------------
H. Malloy Evans, Jr.
/s/ Cornelius B. Young Director October 27, 2004
- ---------------------------
Cornelius B. Young
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
4 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4 to the Registration Statement on Form SB-2
(Commission File No. 333-36489), originally filed by the
Company under the Securities Act of 1933 with the Commission
on September 26, 1997, and all amendments or reports filed for
the purpose of updating such description).
5 Opinion of Luse Gorman Pomerenk & Schick, P.C.
10 Great Pee Dee Bancorp, Inc. 2003 Long-Term Incentive Stock
Benefit Plan*
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. (contained in
the opinion included as Exhibit 5).
23.2 Consent of Dixon Hughes PLLC.
24 Power of Attorney (contained in the signature page to this
Registration Statement).
- ------------------
* Incorporated by reference to the Company's Proxy Statement relating to the
Company's October 15, 2003 annual meeting of stockholders, filed by the Company
with the Commission on September 17, 2003.