SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8 - A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Regional Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 57-1108717
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
644 Fourth Street
Hartsville, South Carolina 29550
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [x]
Securities Act registration statement file number to which this form
relates:
N/A
------------------- (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock ($1.00 par value)
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(Title of Class)
Item 1. Description of Registrant's Securities to be Registered
General. The class of securities registered hereunder is the
Registrant's Common Stock, par value $1.00 per share (the "Common
Stock"). All shares of Common Stock are entitled to share equally in
such dividends as the Board of Directors may declare on the Common
Stock from sources legally available therefor. Each share of Common
Stock has the same voting rights, privileges and preferences. Each
share is entitled to one vote on any issue requiring a vote at any
meeting. Shareholders do not have preemptive rights to subscribe for
additional shares. A majority of the outstanding shares of Common
Stock constitute a quorum for the transaction of business at any
meeting of shareholders. Cumulative voting is not permitted for the
election of directors. In the absence of the establishment of
liquidation rights for one or more series of preferred stock, the
holders of common stock will be entitled to receive the net assets of
Registrant upon dissolution.
Indemnification of Directors and Officers. Under South Carolina law, a
corporation has the power to indemnify directors and officers who meet
the standards of good faith and reasonable belief that their conduct
was lawful and in the corporate interest (or not opposed thereto) set
forth by statute. A corporation may also provide insurance for
directors and officers against liability arising out of their
positions even though the insurance coverage is broader than the power
of the corporation to indemnify. Unless limited by its articles of
incorporation, a corporation must indemnify a director or officer who
is wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director
against reasonable expenses incurred by him in connection with the
proceeding. The Company's articles of incorporation provide that
indemnification shall be provided to the fullest extent permitted by
the South Carolina Business Corporation Act.
In addition to this mandatory indemnification right, the Registrant's
Bylaws provide additional protections that include, but are not
limited to, situations where: (i) the director conducted him or
herself in good faith; (ii) the director reasonably believed that
conduct in his or her official capacity with the Registrant was in the
Registrant's best interest or was not opposed to the best interest of
the Registrant; and (iii) in the case of a criminal proceeding, the
director had no reasonable cause to believe his or her conduct was
unlawful.
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No director will, however, be indemnified if he or she is found liable
to the Registrant in a proceeding brought on the Registrant's behalf
or he or she is found liable on the basis that he or she received an
improper personal benefit.
The Registrant's board of directors also has the authority to extend
to officers, employees, and agents the same indemnification rights
held by directors, subject to all of the conditions and obligations
described above. The board of directors intends to extend
indemnification rights to all of its executive officers.
The Registrant's Articles of Incorporation contain a provision which,
subject to the following exceptions, limits the liability of a
director for any breach of duty as a director. There is no limitation
of liability for: (i) a breach of the director's duty of loyalty to
Registrant or its shareholders; (ii) an act or omission not in good
faith or which involves gross negligence, intentional misconduct or a
knowing violation of law; (iii) any payment of a dividend or any other
type of distribution that is illegal under Section 33-8-330 of the
South Carolina Business Corporation Act; (iv) any transaction from
which the director derives an improper personal benefit.
In addition, if the South Carolina Business Corporation Act is amended
to authorize further elimination or limitation of the liability of
directors, then the liability of each director shall be eliminated or
limited to the fullest extent permitted by the provisions of the Act,
as then in effect without further action by the shareholders, unless
the law requires shareholder action. The provision does not limit the
right of Registrant or its shareholders to seek injunctive or other
equitable relief not involving payments in the nature of monetary
damages.
Anti-Takeover Provisions in the Articles of Incorporation and under
State Law
Classified Board and Removal of Directors. The Registrant's Board of
Directors is to be comprised of the number of directors fixed from
time to time by resolution of the Board of directors, but in no event
shall such number be less than five nor more than 25. At any time that
the Board has six or more members, unless provided otherwise by the
Articles, the terms of office of directors will be staggered by
dividing the total number of directors into three classes, with each
class accounting for one-third, as near as may be possible, of the
total. The terms of directors in the first class expire at the first
annual shareholders' meeting after their election, the terms of the
second class expire at the second annual shareholders' meeting after
their election, and the terms of the third class expire at the third
annual shareholders' meeting after their election. At each annual
shareholders' meeting held thereafter, directors shall be chosen for a
term of three years to succeed those whose terms expire. Each
director, except in the case of his earlier death, written
resignation, retirement, disqualification or removal, shall serve for
the duration of his term, as staggered, and thereafter until his
successor shall have been elected and qualified.
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A director may be removed for cause only if the number of votes cast
to remove the director exceeds the number of votes cast against
removal. A director may be removed without cause only by the
affirmative vote of the holders of two-thirds of the issued and
outstanding shares of common stock entitled to vote in an election of
directors.
Classifying the Board of Directors and restricting the ability to
remove them may impede desirable management changes and insulate top
management.
Business Combinations. Under the South Carolina Business Corporations
Act (the "Act"), a plan of merger must generally be approved by the
affirmative vote of the holders of at least two-thirds of the votes
entitled to be cast on the plan regardless of the class or voting
group to which the shares belong, and two-thirds of the votes entitled
to be cast on the plan within each voting group entitled to vote as a
separate voting group on the plan. A corporation's Articles of
Incorporation may require a lower or higher vote for approval, but the
required vote must be at least a majority of the votes entitled to be
cast on the plan by each voting group entitled to vote separately on
the plan.
Under the Act, to authorize the sale, lease, exchange or other
disposition of all or substantially all of the property of a
corporation, other than in the usual and regular course of business,
or to voluntarily dissolve the corporation, South Carolina law
requires the affirmative vote of at least two-thirds of all the votes
entitled to be cast on the transaction. A corporation's Articles of
Incorporation may require a lower or higher vote for approval, but the
required vote must be at least a majority of all the votes entitled to
be cast on the transaction.
Under the Registrant's Articles of Incorporation, with some
exceptions, any merger or share exchange involving the Registrant or
any sale or other disposition of all or substantially all of its
assets will require the affirmative vote of a majority of the
company's directors then in office and the affirmative vote of the
holders of at least two-thirds of the outstanding shares of common
stock. However, if the Registrant's board of directors has approved
the particular transaction by the affirmative vote of two-thirds of
the entire Board, then shareholder approval of the transaction would
require the affirmative vote of the holders of only a majority of the
outstanding shares of common stock entitled to vote on the
transaction.
South Carolina Business Combination Statute. The South Carolina
Business Combinations Statute provides that a 10% or greater
shareholder of a resident domestic corporation cannot engage in a
"business combination" (as defined in the statute) with such
corporation for a period of two years following the date on which the
10% shareholder became such, unless the business combination or the
acquisition of shares is approved by a majority of the disinterested
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members of such corporation's board of directors before the 10%
shareholder's share acquisition date. This statute further provides
that at no time (even after the two-year period subsequent to such
share acquisition date) may the 10% shareholder engage in a business
combination with the relevant corporation unless certain approvals of
the board of directors or disinterested shareholders are obtained or
unless the consideration given in the combination meets certain
minimum standards set forth in the statute. The law is very broad in
its scope and is designed to inhibit unfriendly acquisitions but it
does not apply to corporations whose articles of incorporation contain
a provision electing not to be covered by the law. The Company's
articles of incorporation do not contain such a provision. An
amendment of the articles of incorporation to that effect will,
however, permit a business combination with an interested shareholder
even though that status was obtained prior to the amendment.
Control Share Acquisitions. The South Carolina corporations law also
contains provisions that, under certain circumstances, would preclude
an acquiror of the shares of a South Carolina corporation who crosses
one of three voting thresholds (20%, 33 1/3% or 50%) from obtaining
voting rights with respect to such shares unless a majority in
interest of the disinterested shareholders of the corporation votes to
accord voting power to such shares.
The legislation provides that, if authorized by the articles of
incorporation or bylaws prior to the occurrence of a control share
acquisition, the corporation may redeem the control shares for their
fair value if the acquiring person has not complied with certain
procedural requirements (including the filing of an "acquiring person
statement" with the corporation within 60 days after the control share
acquisition) or if the control shares are not accorded full voting
rights by the shareholders. The Company is not authorized by its
articles or bylaws to redeem control shares pursuant to such
legislation.
Preferred Stock. The Articles of Incorporation of the Registrant
authorize the board of directors, without further shareholder action,
to issue from time to time, up to 1,000,000 shares of preferred stock.
The board of directors is empowered to divide any and all of the
shares of the preferred stock into series and to fix and determine the
relative rights and preferences of the shares of any series so
established, including: (i) the distinctive designation of such series
and the number of shares which shall constitute such series, (ii) the
annual rate of dividends payable on shares of such series, whether
dividends shall be cumulative and conditions upon which and the date
when such dividends shall be accumulated on all shares of such series
issued prior to the record date for the first dividend of such series,
(iii) the time or times, if any, when the price or prices at which
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shares of such series shall be redeemable at the option of the holder
or of Registrant and the sinking fund provision, if any, for the
purchase or redemption of such shares, (iv) the amount payable on
shares of such series in the event of any liquidation, dissolution or
winding up of the affairs of Registrant, and whether all or a portion
is paid before any amount is paid on Registrant's common stock, (v)
the rights, if any, of the holders of shares of such series to convert
such shares into, or exchange such shares for, shares of Registrant's
common stock or shares of any other series of preferred stock and the
terms and conditions of such conversion or exchange, and (vi) whether
the shares of such series have voting rights, if any.
The existence of Registrant's preferred stock does not, by itself,
have any effect on the rights of holders of Registrant's common stock.
However, the issuance of one or more series of preferred stock in the
future could affect the holders of Registrant's common stock in a
number of respects, including the following: (i) the issuance of
preferred stock will probably subordinate the common stock to the
preferred stock in terms of dividend and liquidation rights, since
preferred stock typically entitles its holders to satisfaction in full
of specified dividend and liquidation rights before any payment of
dividends or distribution of assets on liquidation is made on common
stock, (ii) if voting or conversion rights are granted to the holders
of preferred stock, the voting power of the common stock (including
stock held by any persons who may be seeking to obtain control of
Registrant) will be diluted, and (iii) the issuance of preferred stock
may result in a dilution of earnings per share of the present common
stock and certain fundamental matters requiring shareholder approval
(such as mergers, consolidations, sales of assets and future
amendments to the Articles of Incorporation) may require approval by
the separate vote of each class, including the additional class (or in
some cases each series of that class) before action can be taken by
Registrant.
Issuance of preferred stock could, under certain circumstances,
discourage or make more difficult an attempt by a person or
organization to gain control of Registrant by tender offer or proxy
contest, or to consummate a merger or consolidation with Registrant
after acquiring control, and to remove incumbent management, even if
such transactions were favorable to Registrant's shareholders. Thus,
it could benefit present management by helping them to retain their
positions. Shares of preferred stock could possess voting or
conversion rights which would have that effect, especially if the
shares were issued in a private placement to a party or parties
sympathetic to management and opposed to any attempt to gain control
of Registrant.
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Consideration of Constituencies. The Articles of Incorporation of the
Registrant provide that the board of directors, in evaluating an offer
to acquire Registrant by another party, may consider: (i) all economic
effects on employees, customers, suppliers, and other constituencies,
as well as the communities in which Registrant is located; (ii) all
features of the consideration being offered, including, without
limitation, the future value of Registrant as an independent going
concern; and (iii) such other factors as the directors deem relevant
in the discharge of their duties to Registrant.
The foregoing is merely a summary of certain provisions of the
Articles of Incorporation and is qualified in its entirety by
reference thereto.
Item 2. Exhibits
Exhibit No.
from Item 601
of Regulation S-B Description
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3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Common Stock Certificate
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Regional Bankshares, Inc.
By: s/Curtis A. Tyner
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Curtis A. Tyner
President and Chief Executive
Officer
Date: March 26, 2001
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EXHIBIT INDEX
Exhibit No. Description
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Common Stock Certificate
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