Registration No. 333-_____ As filed with the Commission on May 26, 1999
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 of Incorporation) (IRS Employer Identification No.)
515 Market Street
Cheraw, South Carolina 29520
________________________________________________________________________________
(Address of Principal Executive Offices and Zip Code)
Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan
Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan
________________________________________________________________________________
(Full Title of the Plans)
Copies to:
Herbert W. Watts Kenneth R. Lehman, Esquire
President and Chief Executive Officer Luse Lehman Gorman Pomerenk & Schick
Great Pee Dee Bancorp, Inc. A Professional Corporation
515 Market Street 5335 Wisconsin Ave., NW, #400
Cheraw, South Carolina 29520 Washington, D.C. 20015
(843) 537-7656 (202) 274-2000
________________________________________________________________________________
(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 Securities to Amount to be Proposed Proposed Amount of
be Registered Registered (1) Maximum Maximum Registration Fee
Offering Price Per Aggregate Offering
Share Price
Option to Purchase
Common Stock
Common Stock, par
value $0.01 per share 190,485 shares (2) $12.00(3) $2,285,820 $635
Common Stock, par
value $0.01 per share 29,728 shares (4) $12.875(3) $382,748 $106
Common Stock, par
value $0.01 per share 76,192 shares (5) $12.00(6) $914,304 $254
Common Stock, par
value $0.01 per share 11,893 shares (7) $12.875(6) $153,122 $43
_________________ _________ __________ ______
Total 308,298 shares $3,735,994 $1,039
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(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. 1998 Stock Option Plan (the " Stock Option
Plan"), and the Great Pee Dee Bancorp, Inc. 1998 Recognition and Retention
Plan (the "Recognition and Retention Plan") as the result of a stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
Gaston Federal Bancorp, Inc. pursuant to 17 C.F.R. ss. 230.416(a).
(2) Represents the number of shares currently reserved for issuance for options
granted pursuant to the Stock Option Plan.
(3) Determined by the exercise price of options pursuant to 17
C.F.R.ss.230.457(h)(1).
(4) Represents the number of shares reserved for issuance pursuant to options
which have not been granted pursuant to the Stock Option Plan.
(5) Represents the number of shares awarded pursuant to the Recognition and
Retention Plan.
(6) Determined by the fair market value of the common stock pursuant to 17
C.F.R. ss.230.457(h)(1).
(7) Represents the number of shares reserved for award pursuant to the
Registration and Retention Plan.
------------------------------------
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.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
Documents containing the information required by Part I of the
Registration Statement have been or will be sent or given to participants in the
Stock Option Plan and the Recognition and Retention Plan, as appropriate, as
specified by Securities Act Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "Commission" or "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.
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, 1998 (File No. 0-23521) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to above;
(c) the Company's definitive Proxy Statement for its Annual Meeting
of Stockholders held on January 7, 1999;
(d) the description of the common stock, par value $0.01 per share, of the
Company contained in the Company's Registration Statement on Form SB-2
(File No. 333-36489) originally filed with the Commission on September
26, 1997 and all amendments or reports filed for the purpose of
updating such description.
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
Prospectus 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 Prospectus.
The Company shall furnish without charge to each person to whom the
Prospectus 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.,
515 Market Street, Cheraw, South Carolina, 29520, telephone number (843)
537-7656.
All information appearing in this Registration Statement and the
Prospectus 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.
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Item 6. Indemnification of Directors and Officers
Article TENTH of the Certificate of Incorporation of Great Pee Dee
Bancorp, Inc. (the "Corporation") sets forth circumstances under which
directors, officers, employees and agents of the Corporation may be insured or
indemnified against liability which they may incur in their capacities as such.
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 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 and "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, services 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
4
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 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.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. List of Exhibits
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
4 Specimen form of common stock certificate
of Great Pee Dee Bancorp, Inc. *
5 Opinion of Luse Lehman Gorman Pomerenk Attached as Exhibit 5
& Schick, P.C.
10.1 Great Pee Dee Bancorp, Inc. 1999 Stock Option **
Plan
10.2 Great Pee Dee Bancorp, Inc. 1999 Recognition and Retention Plan **
23.1 Consent of Luse Lehman Gorman Pomerenk Contained in Exhibit 5
& Schick, P.C.
23.2 Consent of Dixon Odom PLLC. Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
* Filed as exhibits to the Registrant's Registration Statement on Form SB-2
(File No. 333-36489) filed with the Commission on September 26, 1997
pursuant to Section 5 of the Securities Act of 1933 and all amendments
thereto or reports filed for the purpose of updating such description. All
of such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
** Filed as exhibits to the Registrant's Proxy Statement relating to the
Registrant's January 7, 1999 annual meeting of stockholders, filed with the
Commission on December 1, 1998, which is incorporated herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
5
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 Registration Statement 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 Stock Option Plan and the Recognition and Retention 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.
6
EXHIBIT INDEX
Exhibit Number Description
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick,
A Professional Corporation (contained in the opinion
included as Exhibit 5)
23.2 Consent of Dixon Odom PLLC.
7
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 Cheraw, State of South Carolina, on this 25th
day of May, 1999.
Great Pee Dee Bancorp, Inc.
By: /s/ Herbert W. Watts
Herbert W. Watts
President and 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 statement on Form S-8, 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 has been signed by the following persons in the
capacities and on the date indicated.
By:/s/ Herbert W. Watts By: /s/ Johnnie Lee Craft
Herbert W. Watts, President, Chief Johnnie Lee Craft, Treasurer
Executive Officer and Director and Secretary
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Date: May 25, 1999 Date: May 25, 1999
By: /s/ Robert M. Bennett By: /s/ William Rhett Butler
Robert M. Bennett, Chairman William Rhett Butler, Director
of the Board
Date: May 25, 1999 Date: May 25, 1999
By: /s/ James C. Crawford, III By: /s/ Henry P. Duvall
James C. Crawford, III, Director Henry P. Duvall, Director
Date: May 25, 1999 Date: May 25, 1999
By: /s/ Cornelius Byrd Young
Cornelius Byrd Young, Director
Date: May 25, 1999
EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]
May 25, 1999 (202) 274-2000
Board of Directors
Great Pee Dee Bancorp, Inc.
515 Market Street
Cheraw, SC 29520
Re: Great Pee Dee Bancorp, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the offer and sale of Great Pee Dee Bancorp, Inc. (the
"Company") common stock, par value $0.01 per share (the "Common Stock"),
pursuant to the Great Pee Dee Bancorp, Inc. 1998 Stock Option Plan and the Great
Pee Dee Bancorp, Inc. 1998 Recognition and Retention Plan (the "Plans"). We have
reviewed the Company's Certificate of Incorporation, Registration Statement on
Form S-8 (the "Form S-8"), as well as applicable statutes and regulations
governing the Company and the offer and sale of the Common Stock.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8, the Common Stock, when sold in
connection with the exercise of options granted pursuant to the Plans,
will be legally issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Lehman Gorman Pomerenk & Schick
LUSE LEHMAN GORMAN POMERENK & SCHICK
A Professional Corporation
EXHIBIT 23.2
CONSENT OF DIXON ODOM PLLC
[LETTERHEAD OF DIXON ODOM PLLC]
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Great Pee Dee Bancorp, Inc.
Cheraw, South Carolina
We consent to the incorporation by reference in the Registration Statement of
Great Pee Dee Bancorp, Inc. on Form S-8 of our report dated July 17, 1998 on the
consolidated financial statements of Great Pee Dee Bancorp, Inc. and Subsidiary
as of and for the years ended June 30, 1998 and 1997.
/s/ Dixon Odom PLLC
Sanford, North Carolina
May 21, 1999