1
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
New Commerce BanCorp
--------------------
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------
2
NEW COMMERCE BANCORP
501 NEW COMMERCE COURT
MAULDIN, SOUTH CAROLINA
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Dear Fellow Shareholder:
We cordially invite you to attend the 2001 Annual Meeting of
Shareholders of New Commerce BanCorp, the holding company for New Commerce Bank.
We opened New Commerce Bank for business on May 17, 1999. At the meeting, we
will report on our operating and financial results for 2000. We look forward to
answering your questions and discussing our future plans with you. We hope that
you can attend the meeting and look forward to seeing you there.
This letter serves as your official notice that we will hold the
meeting on April 19, 2001 at 4:00 p.m. at the New Commerce Bank Board Room, 501
New Commerce Court, Mauldin, South Carolina for the following purposes:
1. To elect four members to our board of directors; and
2. To transact any other business that may properly come before
the meeting or any adjournment of the meeting.
Shareholders owning our common stock at the close of business on March
5, 2001 are entitled to attend and vote at the meeting. A complete list of these
shareholders will be available at the company's offices prior to the meeting.
Please use this opportunity to take part in the affairs of your company
by voting on the business to come before this meeting. Even if you plan to
attend the meeting, we encourage you to complete and return the enclosed proxy
to us as promptly as possible.
By order of the board of directors,
/s/ James D. Stewart
--------------------------------------
James D. Stewart
President and Chief Executive Officer
Mauldin, South Carolina
March 19, 2001
3
NEW COMMERCE BANCORP
501 NEW COMMERCE COURT
MAULDIN, SOUTH CAROLINA
PROXY STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 19, 2001
Our board of directors is soliciting proxies for the 2001 Annual
Meeting of Shareholders. This proxy statement contains important information for
you to consider when deciding how to vote on the matters brought before the
meeting. We encourage you to read it carefully.
VOTING INFORMATION
The Board set March 5, 2001 as the record date for the meeting.
Shareholders owning our common stock at the close of business on that date are
entitled to attend and vote at the meeting, with each share entitled to one
vote. There were 1,000,000 shares of common stock outstanding on the record
date. A majority of the outstanding shares of common stock represented at the
meeting will constitute a quorum. We will count abstentions and broker
non-votes, which are described below, in determining whether a quorum exists.
When you sign the proxy card, you appoint James D. Stewart and Timothy
A. Brett as your representatives at the meeting. Mr. Stewart and Mr. Brett will
vote your proxy as you have instructed them on the proxy card. If you submit a
proxy but do not specify how you would like it to be voted, Mr. Stewart and Mr.
Brett will vote your proxy for the election to the board of directors of all
nominees listed below under "Election of Directors." We are not aware of any
other matters to be considered at the meeting. However, if any other matters
come before the meeting, Mr. Stewart and Mr. Brett will vote your proxy on such
matters in accordance with their judgment.
You may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by signing and delivering another
proxy with a later date or by voting in person at the meeting.
Brokers who hold shares for the accounts of their clients may vote
these shares either as directed by their clients or in their own discretion if
permitted by the exchange or other organization of which they are members.
Proxies that brokers do not vote on some proposals but that they do vote on
others are referred to as "broker non-votes" with respect to the proposals not
voted upon. A broker non-vote does not count as a vote in favor of or against a
particular proposal for which the broker has no discretionary voting authority.
In addition, if a shareholder abstains from voting on a particular proposal, the
abstention does not count as a vote in favor of or against the proposal.
We are paying for the costs of preparing and mailing the proxy
materials and of reimbursing brokers and others for their expenses of forwarding
copies of the proxy materials to our shareholders. Our officers and employees
may assist in soliciting proxies but will not receive additional compensation
for doing so. We are distributing this proxy statement on or about March 19,
2001.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
The board of directors is divided into three classes with staggered
terms, so that the terms of only approximately one-third of the Board members
expire at each annual meeting. The current terms of the Class II directors will
expire at the meeting. The terms of the Class III directors expire at the 2002
Annual Shareholders Meeting. The terms of the Class I directors will expire at
the 2003 Annual Shareholders Meeting. Our directors and their classes are:
3
4
Class I Class II Class III
------- -------- ---------
Marshall J. Collins, Jr. Ralph S. Crawley Richard W. Bailey
Tommy D. Greer Bobby L. Johnson Timothy A. Brett
Curran A. Smith Robert T. Kellett G. Mitchell Gault
Dennis O. Raines James D. Stewart
Shareholders will elect four nominees as Class II directors at the
meeting to serve a three-year term, expiring at the 2004 Annual Meeting of
Shareholders. The directors will be elected by a plurality of the votes cast at
the meeting. This means that the four nominees receiving the highest number of
votes will be elected.
The board of directors recommends that you elect Ralph S. Crawley,
Bobby L. Johnson, Robert T. Kellett, and Dennis O. Raines as Class II directors.
If you submit a proxy but do not specify how you would like it to be
voted, Mr. Stewart and Mr. Brett will vote your proxy to elect Mr. Crawley, Mr.
Johnson, Mr. Kellett, and Mr. Raines. If any of these nominees is unable or
fails to accept nomination or election (which we do not anticipate), Mr. Stewart
and Mr. Brett will vote instead for a replacement to be recommended by the board
of directors, unless you specifically instruct otherwise in the proxy.
Set forth below is certain information about the nominees. Each of the
nominees is also an organizer and director of our subsidiary, New Commerce Bank:
Ralph S. Crawley, 66, Class II director, is co-founder and president of
Carter and Crawley, Inc., a custom automated control systems supplier to
industrial and utility clients since 1967. He previously was manager of control
system manufacturing for Metal Products Corporation. Mr. Crawley graduated from
Ruby High School in 1953 and attended Pierce College in Reseda, California. He
has held several positions with RCA and TRW involving manufacturing and sales.
Mr. Crawley is a member of the Mauldin Rotary Club, and past president and
member of the Rotary Foundation Scholarship Committee. Mr. Crawley was a member
of the Mauldin Library Committee and chairman of the Building and Grounds
Committee of the new Greenville County branch library; past member of the
Chamber of Commerce organizing board; past member of the NCNB (n/k/a NationsBank
advisory board or board of directors), and a member of the Mauldin-Simpsonville
advisory board.
Bobby L. Johnson, 66, Class II director, develops light industrial,
office, and warehouse properties. In 1989, he sold Carolina Material Handling, a
business he operated for twenty years in the Golden Strip. Mr. Johnson is a
member of Edwards Road Baptist Church in Greenville and is a volunteer with
Meals on Wheels. He previously served on the advisory board of Summit National
Bank.
Robert T. Kellett, 58, Class II director, owns and operates several
businesses in the Golden Strip, including Tommy's Snack Bar, Kellett Fuel Oil,
Kellett's Korner, Inc., and Kellett's Garbage, Inc. He is a native of Greenville
County and he graduated from Hillcrest High School.
Dennis O. Raines, 48, Class II director, is the executive vice
president of administration/operations for Southern Infrastructure. An honor
graduate of Limestone College, Mr. Raines holds a degree in business management.
He was employed at Kemet Electronics for 26 years, serving in various management
positions including manufacturing manager, human relations manager, and most
recently business services manager. Mr. Raines serves as a member of the Mauldin
City Council, where he is on the Recreation & Economic Development and the
Finance & Policy committees. He is a former member of the Mauldin Library Task
Force.
4
5
Set forth below is also information about each of our other directors
and each of our executive officers. Each director is also an organizer and a
director of New Commerce Bank.
Richard W. Bailey, 67, Class III director, is involved in commercial
real estate and development and he is the owner of Bayco Development Company. He
is a past member of the Golden Strip and Greenville advisory boards for BB&T.
Timothy A. Brett, 47, Class III director, is founder and president of
Brett Public Relations, Inc., a full service public relations company with
offices in Greenville and Columbia, South Carolina. Mr. Brett previously served
as director of Governmental Affairs and Community Relations for Michelin North
America for almost seven years. He was also a member of the South Carolina House
of Representatives. After leaving the House of Representatives, he served in
various positions under former Governor Carroll A. Campbell, Jr. Mr. Brett is a
1974 graduate of Newberry College. He continually serves his community through
his involvement in a number of charitable organizations, including the Salvation
Army, the YMCA, and the Blue Ridge Council Boy Scouts. He presently serves as a
member of the Newberry College Board of Trustees.
Marshall J. Collins, Jr., 59, Class I director, is chairman of BI-LO,
Inc. and president and chief executive officer of Ahold USA Support Services in
Mauldin, South Carolina. BI-LO, Inc. is a multi-state grocery store chain and is
one of the largest employers in Greenville County, South Carolina. Mr. Collins
was born and raised in Chicago, Illinois and is a graduate of St. Mary's College
in Winona, Minnesota and the Advanced Management Program at Harvard Business
School.
Tommy D. Greer, 69, Class I director, is chairman emeritus of the Board
of Catalina Marketing. He has also served as president and chief executive
officer of Catalina. Mr. Greer has 42 years of experience as one of the
country's leading product marketers. Prior to joining Catalina, he took Texize
Chemicals Company, a cleaning products manufacturer, from a small regional
company to a nationally known marketer of such category leaders as Fantastic
Spray Cleaner, Spray'n Wash, and Glass+Plus. Mr. Greer is a graduate of the
Advanced Management Program at the Harvard School of Business.
G. Mitchell Gault, 45, Class III director, is the president of
Kent-Gault Manufactured Homes, a retailer of manufactured homes, a second
generation retailer serving the "Upstate" of South Carolina since 1959. Mr.
Gault currently operates two sales centers in the "Golden Strip" area of
Greenville County, South Carolina. Mr. Gault is also involved in the development
of manufactured housing subdivisions, as well as owning and operating several
manufactured housing rental communities in the Upstate. Mr. Gault graduated from
the University of South Carolina in l977. He is a past president of the Fountain
Inn Rotary Club. He has served on the board of Manufactured Housing Institute of
South Carolina for ten years, including two terms as chairman of that
association. He is member of the Golden Strip YMCA Board of Directors and is a
life-long member of Trinity United Methodist Church of Fountain Inn.
Paula S. King, CPA, 40, is the senior vice president and chief
financial officer of our company and our bank. Ms. King has over 16 years of
experience in the financial services industry and prior to joining us in 1999,
was most recently employed as senior vice president and controller of Greenville
National Bank in Greenville, South Carolina beginning in 1992. Ms. King received
her B.A. degree in Accounting and Business Administration from Furman University
in 1982. Ms. King is a member of the South Carolina Association of Certified
Public Accountants and the American Institute of CPA's. She is a Greenville
native and serves on the board of directors of Junior Achievement of Greenville,
the Greenville United Way Allocations Panel, and the South Carolina Bankers
Association Operations Committee and volunteers as an in-school teaching
consultant for Junior Achievement.
Bradley J. Schneider, 38, is the senior vice president of general
banking for our bank. He has 15 years of experience in the financial services
industry. He began his career with Wachovia Bank and Trust Company, and has had
increasing sales and leadership positions in commercial and consumer banking.
For six years he had served as a vice president for commercial lending in
Mauldin and Greenville, with BB&T from 1996 until he joined New Commerce in
1999, and with Carolina First from 1990 to 1996. Mr. Schneider has a B.A. in
Economics and Business Administration from Furman University and is a graduate
of the Louisiana State
5
6
University Graduate School of Banking. He serves in a volunteer capacity with
the United Way of Greenville County and the Appalachian Council of Governments
and is a member of the Mauldin Kiwanis Club.
Curran A. Smith, 56, Class I director, has owned and operated three Max
Saver convenience stores since 1992. He formerly was employed with Union
Carbide, and subsequently through merger, with Kemet Electronics for 25 years.
Mr. Smith has lived in Fountain Inn for 28 years and is a graduate of Hillcrest
High School. In January 2001, Mr. Smith resigned his position as a director of
our bank and our company.
James D. Stewart, 48, Class III director, has been the chief executive
officer and president of our company and our bank since their inception in 1999.
He has a 22 year banking career in sales and leadership positions in commercial
and consumer banking. He began his career with Wachovia in 1978 and has had
increasing levels of leadership and sales responsibility in consumer and
commercial business banking with First Union, Southern National Bank, and
through merger with BB&T. His last position was senior vice president and city
executive for BB&T in Greenville, South Carolina. Mr. Stewart received a B.A.
degree in Journalism in 1976 from the University of North Carolina and is a 1992
graduate of the Stonier Graduate School of Banking. Mr. Stewart has served on
the boards of directors of the Phyllis Wheatley Center, Greenville Chamber of
Commerce, Greenville United Way and Urban League. Mr. Stewart currently serves
on the boards of the Mauldin Chamber of Commerce and the Blue Ridge Council Boy
Scouts of America.
Russel T. Williams, 39 is the senior vice president and chief credit
officer for our bank. Mr. Williams has over 15 years of experience in the
financial services industry. He began his career with The C&S National Bank of
South Carolina and has held positions of increasing responsibility in the
commercial lending and credit administration areas of several South Carolina
financial institutions. Prior to joining New Commerce in June, 2000, Mr.
Williams was vice president, Greenville area executive for The National Bank of
South Carolina. Mr. Williams received his A.B. degree from Davidson College in
1983 and his M.B.A. from the University of Tennessee in 1985. He is a graduate
of the Stonier Graduate School of Banking and of Leadership Greenville Class
XVIII. Mr. Williams is board President of the Juvenile Diabetes Foundation,
Upstate SC Chapter and is a Greenville United Way Allocations Panel member. He
is a Meals on Wheels volunteer and is a long-time member of Westminster
Presbyterian Church of Greenville.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows the cash compensation paid to certain of our
officers for the years ended December 31, 1998, 1999 and 2000. None of our other
executive officers received total annual compensation, including salary and
bonus, in excess of $100,000 in 2000.
SUMMARY COMPENSATION TABLE
Annual Compensation
------------------------------------------------
Other Annual
Name and Principal Position Year Salary Bonus Compensation
- --------------------------- ---- -------- -------- ------------
James D. Stewart 2000 $ 99,663 $ 18,000 $ 8,400
President and Chief Executive Officer 1999 $ 96,000 $ 10,000 $ 7,600
of New Commerce BanCorp 1998 $ -0- $ -0- $ -0-
Paula S. King 2000 $ 89,167 $ 18,360 $ -0-
Chief Financial Officer of New 1999 $ 72,468 $ -0- $ -0-
Commerce BanCorp 1998 $ -0- $ -0- $ -0-
6
7
EMPLOYMENT AGREEMENTS
James D. Stewart. We have entered into an employment agreement with
James D. Stewart for a three-year term commencing August 1, 1998, pursuant to
which Mr. Stewart serves as the president, the chief executive officer, and a
director of both our company and our subsidiary bank. Mr. Stewart receives a
salary of $96,000, plus his yearly medical insurance premium. Mr. Stewart
received an additional incentive of $10,000 on May 31, 1999 and is eligible to
receive a bonus of up to 36% of his salary for meeting performance goals set by
the board. Mr. Stewart is eligible to participate in any management incentive
program or any long-term equity incentive program we adopt and is eligible for
grants of stock options and other awards thereunder. Under our stock option
plan, we have granted Mr. Stewart options to purchase 50,000 shares of common
stock, which equals 5% of the number of shares sold in our initial public
offering. The options vest ratably over a five-year period, or immediately upon
a change in control, and have a term of ten years. Additionally, Mr. Stewart
participates in our retirement, welfare, and other benefit programs and is
entitled to a life insurance policy and an accident liability policy and
reimbursement for automobile expenses, club dues, and travel and business
expenses.
Mr. Stewart's employment agreement also provides that following
termination of his employment and for a period of twelve months thereafter Mr.
Stewart may not (a) compete with us by, directly or indirectly, forming, serving
as an organizer, director or officer of, or consultant to, or acquiring or
maintaining more than 1% passive investment in, a depository financial
institution or holding company which has one or more offices or branches within
50 miles of our main office or 25 miles of any of our branches, (b) solicit any
of our major customers for the purpose of providing financial services, or (c)
solicit our employees for employment. These provisions do not apply after a
change in control. If Mr. Stewart terminates his employment for good cause or is
terminated following a change in control, he will be entitled to severance of
his then current monthly salary for a period of 24 months, plus accrued bonus,
and all outstanding options and incentives will vest immediately. If Mr.
Stewart's employment is terminated for any reason other than for cause, he will
be entitled to 12 months' severance plus any bonus earned or accrued through the
date of termination.
Paula S. King. We have also entered into an employment agreement with
Paula S. King, a senior vice president and our chief financial officer for both
our company and our bank. The term of the agreement is for three years
commencing January 29, 1999, although either party may reduce the term to two
years at any time. Ms. King receives a salary of $85,000 and will be eligible
for a yearly bonus of up to 25% for meeting specified goals to be agreed each
year. We have granted Ms. King options to purchase 10,000 shares of common
stock. These options vest over a period of five years or immediately upon a
change in control, and will be exercisable for ten years. Additionally, Ms. King
participates in our retirement, welfare, and other benefit programs and is
entitled to reimbursement for her business travel expenses. We have also agreed
to pay for all costs and expenses of maintaining her CPA designated professional
memberships and continuing education associated with her CPA status.
Ms. King's employment agreement also provides that following
termination of her employment and for a period of six months thereafter Ms. King
may not (a) compete with us by, directly or indirectly, forming, serving as an
organizer, director of, or acquiring or maintaining more than 1% passive
investment in, a depository financial institution or holding company which has
one or more offices or branches within 10 miles of our main office or any
branch, (b) solicit our customers for the purpose of providing financial
services, or (c) solicit our employees for employment. These provisions do not
apply after a change in control. If Ms. King terminates her employment for good
reason or if Ms. King is terminated within one year following a change in
control, she will be entitled to a severance payment equal to her then current
monthly salary multiplied by 12, plus an amount equal to her prior year's bonus
paid and any unpaid accrued bonus, and all outstanding options and incentives
will vest immediately. If Ms. King's employment is terminated for any reason
other than for cause, she will be entitled to 12 months' severance plus any
bonus earned or accrued through the date of termination.
DIRECTOR COMPENSATION
Neither the company nor the bank paid directors' fees during the last
fiscal year.
7
8
On January 12, 1999, we issued warrants to purchase 7,500 shares of
common stock of the company to each director. Each of these warrants includes
the following features:
- - An exercise price of $10.00 per share,
- - an exercise period of ten years,
- - an exercise date of May 17, 1999,
- - a provision allowing the OCC or FDIC to require the warrant holder to
exercise or forfeit the warrants if our bank's capital falls below the
minimum regulatory requirements, and
- - restrictions on transferability.
On August 26, 1999, we issued options to purchase 2,500 shares of the
common stock of the company to each director. Each of these options includes the
following features:
- - An exercise price of $10.00 per share,
- - an exercise period of ten years,
- - a ratable vesting schedule over five years beginning on August 26,
2000.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
GENERAL
The following table shows how much common stock in the company is owned
by our directors, certain executive officers, and owners of more than 5% of the
outstanding common stock, as of March 5, 2001.
PERCENTAGE OF
NUMBER OF SHARES BENEFICIAL
NAME OWNED (1) RIGHTS TO ACQUIRE(2) Ownership(3)
---- ---------------- -------------------- -------------
Richard W. Bailey 21,350 8,000 2.91%
Timothy A. Brett 19,500 8,000 2.73%
Marshall J. Collins, Jr. 18,500 8,000 2.63%
Ralph S. Crawley 25,000 8,000 3.27%
G. Mitchell Gault 15,100 8,000 2.29%
Tommy D. Greer 25,000 8,000 3.27%
Bobby L. Johnson 15,000 8,000 2.28%
Robert T. Kellett 10,000 8,000 1.79%
Paula S. King -- 2,000 *
David H. Matthews 80,000 -- 8.0%
Dennis O. Raines 7,500 8,000 1.54%
Bradley J. Schneider 500 2,000 *
James D. Stewart 57,481 18,000 7.41%
Russel T. Williams -- -- *
Executive officers and directors as a 214,931 94,000 28.24%
group (13 persons)
- ---------------
* Less than 1%
8
9
(1) Includes shares for which the named person:
- has sole voting and investment power,
- has shared voting and investment power with a spouse or other person,
or
- holds in an IRA or other retirement plan program, unless otherwise
indicated in these footnotes.
Does not include shares that may be acquired by exercising stock
options.
(2) Includes shares that may be acquired within the next 60 days by
exercising stock options or warrants but does not include any other
stock options.
(3) Determined by assuming the named person exercises all options which he
or she has the right to acquire within 60 days, but that no other
persons exercise any options.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the year ended December 31, 2000, the board of directors of the
company held two meetings and the board of directors of the bank held 12
meetings. All of the directors of the company and the bank attended at least 75%
of the aggregate of such board meetings and the meetings of each committee on
which they served, except for Messrs. Collins and Smith, who attended 42% and
58% of the meetings, respectively.
The company's board of directors has appointed a number of committees,
including an audit and compliance committee and a personnel committee. The audit
committee is composed of Mssrs. Crawley, Gault, and Raines. Each of these
members are considered "independent" under Rule 4200(a)(14) of the National
Association of Securities Dealers' listing standards. The audit committee met
eight times in 2000.
The audit committee has the responsibility of reviewing internal audit
and compliance reports, evaluating internal accounting controls, reviewing
reports of regulatory authorities, and determining that all audits and
examinations required by law are performed. The committee recommends to the
board the appointment of the independent auditors for the next fiscal year,
reviews and approves the auditor's audit plans, and reviews with the independent
auditors the results of the audit and management's responses. Although the audit
committee has no written charter, it is responsible for overseeing the entire
audit function and appraising the effectiveness of internal and external audit
efforts. The audit committee reports its findings to the board of directors.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
The report of the audit committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the company specifically
incorporates the information contained in the report by reference, and shall not
be deemed filed under such acts.
The audit committee has reviewed and discussed with management the
audited financial statements. The audit committee has discussed with the
independent auditors the matters required to be discussed by the Statement on
Auditing Standards No. 61. The audit committee has received from the independent
auditors the written disclosures and the letter required by Independent
Standards Board Standard No. 1 ("Independence Discussions with Audit
Committees") and has discussed with the independent auditors the independent
auditor's independence from the company and its management. In reliance on the
reviews and discussions referred to above, the audit committee recommended to
the company's board of directors that the audited financial statements be
included in the company's Annual Report and referenced on SEC Form 10-KSB for
the fiscal year ended December 31, 2000 for filing with the SEC.
9
10
The report of the audit committee is included herein at the direction
of its members, Mssrs. Crawley, Gault, and Raines.
AUDIT FEES
The aggregate fees billed for professional services rendered by the
independent auditors during the company's 2000 fiscal year for review of the
company's annual financial statements and those financial statements included in
the company's quarterly reports filed on SEC Form 10-QSB totaled $5,500. The
company estimates that the total fees of its annual financial statements for the
year ended December 31, 2000 will be approximately $11,500.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
We did not engage the independent auditors to provide, and the
independent auditors did not bill for, professional services regarding financial
information systems design and implementation during the year ended December 31,
2000.
ALL OTHER FEES
The aggregate fees billed for non-audit services rendered by the
independent auditors during the company's 2000 fiscal year totaled $7,299 for
internal audit services, income tax return preparation, and employee benefit
plan services.
OTHER COMMITTEES
Our personnel committee is responsible for establishing the
compensation plans for the company. Its duties include the development with
management of all benefit plans for employees of the company, the formulation of
bonus plans, incentive compensation packages, and medical and other benefit
plans. This committee met four times during the year ended December 31, 2000.
The personnel committee is composed of Messrs. Brett, Collins, Greer, and
Stewart.
The company formed a nominating committee in January, 2001. This
committee is composed of Messrs. Bailey, Collins, Gault, and Johnson. The
nominating committee will consider nominees recommended by shareholders if the
shareholders comply with the requirements to submit shareholder proposals for
the 2002 Annual Meeting.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
We enter into banking and other transactions in the ordinary course of
business with our directors and officers and their affiliates. It is the our
policy that these transactions be on substantially the same terms (including
price, or interest rates and collateral) as those prevailing at the time for
comparable transactions with unrelated parties. We do not expect these
transactions to involve more than the normal risk of collectibility nor present
other unfavorable features us. Loans to individual directors and officers must
also comply with our bank's lending policies and statutory lending limits, and
directors with a personal interest in any loan application are excluded from the
consideration of the loan application. We intends for all of our transactions
with our affiliates to be on terms no less favorable to us than could be
obtained from an unaffiliated third party and to be approved by a majority of
disinterested directors.
10
11
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
As required by Section 16(a) of the Securities Exchange Act of 1934,
our directors and executive officers and certain other individuals are required
to report periodically their ownership of our common stock and any changes in
ownership to the SEC. Based on a review of Forms 3, 4, and 5 and any
representations made to us, it appears that they were filed in a timely fashion
during 2000 except for Mr. Stewart who failed to report purchases made in 2000
in a timely manner and therefore a Form 5 - Annual Statement of Changes in
Beneficial Ownership was filed on February 7, 2001 with the SEC on Mr. Stewart's
behalf in order to correct the 2000 delinquency.
INDEPENDENT AUDITORS
We have selected the firm of Elliott, Davis & Company, LLP to serve as
our independent auditors for the year ending December 31, 2001. We expect that a
representative from this firm will be present and available to answer questions
at the annual meeting and will have the opportunity to make a statement if he or
she desires to do so.
SHAREHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING OF SHAREHOLDERS
If shareholders wish a proposal to be included in our proxy statement
and form of proxy relating to the 2002 annual meeting, they must deliver a
written copy of their proposal to our principal executive offices no later than
November 18, 2001. To ensure prompt receipt by the company, the proposal should
be sent certified mail, return receipt requested. Proposals must comply with our
bylaws relating to shareholder proposals in order to be included in our proxy
materials.
March 19, 2001
11
12
PROXY SOLICITED FOR ANNUAL MEETING
OF SHAREHOLDERS OF
NEW COMMERCE BANCORP
TO BE HELD ON APRIL 19, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This undersigned hereby constitutes and appoints James D. Stewart and Timothy
A. Brett, and each of them, his or her true and lawful agents and proxies with
full power of substitution in each, to represent and vote, as indicated below,
all of the shares of common stock of New Commerce BanCorp that the undersigned
would be entitled to vote at the Annual Meeting of Shareholders of the company
to be held at the New Commerce Bank Board Room, 501 New Commerce Court, Mauldin,
South Carolina, at 4:00 p.m. local time, and at any adjournment, upon the
matters described in the accompanying Notice of Annual Meeting of Shareholders
and Proxy Statement. These proxies are directed to vote on the matters described
in the Notice of Annual Meeting of Shareholders and Proxy Statement as follows:
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED: "FOR" THE ELECTION OF THE FOUR IDENTIFIED CLASS II DIRECTORS TO SERVE
ON THE BOARD OF DIRECTORS FOR THREE-YEAR TERMS.
1. PROPOSAL to elect the four identified Class II directors to serve for three
year terms.
Robert S. Crawley
Bobby L. Johnson
Robert T. Kellett
Dennis O. Raines
[ ] FOR all nominees listed (except [ ] WITHHOLD AUTHORITY
as marked to the contrary) to vote for all nominees
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEES NAME(S) IN THE SPACE PROVIDED BELOW).
- --------------------------------------------------------------------------------
Dated: , 2001
---------------------------
---------------------------------------
Signature of Shareholder(s)
---------------------------------------
Please print name clearly
---------------------------------------
Signature of Shareholder(s)
---------------------------------------
Please print name clearly
Please sign exactly as name or names appear
on your stock certificate. Where more than
one owner is shown on your stock
certificate, each owner should sign. Persons
signing in a fiduciary or representative
capacity shall give full title. If a
corporation, please sign in full corporate
name by authorized officer. If a
partnership, please sign in partnership name
by authorized person.