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As Filed with the Securities and Exchange Commission on December 23, 1999
Registration Statement No.--
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PEOPLE'S COMMUNITY CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
South Carolina 58-2287073
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
106-A Park Avenue, S.W.
Aiken, SC 29801
(Address of Principal executive offices)
People's Community Capital Corporation 1998 Stock Incentive Plan
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(Full Title of the Plan)
Tommy B. Wessinger, Chief Executive Officer
People's Community Capital Corporation
106-A Park Avenue, S.W.
Aiken, SC 29801
(803) 641-0142
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(Name, address, and telephone number of agent for service)
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Copies Requested to:
Neil E. Grayson, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E., Suite 1400
Atlanta, Georgia 30309
(404) 817-6000
(404) 817-6225 (Fax)
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CALCULATION OF REGISTRATION FEE
=============================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price Per Share (1) Offering Price (1) Fee
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Common Stock, par value $.01 249,900 shares $10.00 $2,499,000 $659.73
per share
Common Stock, par value $.01 100 shares $10.00 $ 1,000 $ .27
per share
Total 250,000 shares $2,500,000 $660.00
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(1) This estimation is solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) and is based on 100 shares of common stock
issuable pursuant to existing stock options with an exercise price of 10.00 per
share and 249,900 shares of common stock being offered at an exercise price of
$10.00 based upon the average of the bid and asked price of the common stock on
December 20, 1999, as quoted on the OTC Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by People's Community Capital
Corporation (the "Company") with the SEC are hereby incorporated by reference
into this registration statement:
(a) the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1998 (File 333-25179);
(b) all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Form 10-KSB referred to in (a)
above; and
(c) the description of the Company's common stock contained in
the Company's registration statement on Form SB-2 filed with
the SEC and declared effective on May 23, 1997 (File No.
333-25179).
In addition, all reports and other documents subsequently filed by the
company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered under this registration statement have
been sold or which deregisters all remaining unsold securities, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company contain a conditional
provision which, subject to certain exceptions described below, eliminates the
liability of a director to the Company or its shareholders for monetary damages
for breach of the duty of care or any other duty as a director. This provision
does not eliminate such liability to the extent the director engaged in willful
misconduct or a knowing violation of criminal law or of any federal or state
securities law, including, without limitation, laws proscribing insider trading
or manipulation of the market for any security.
The Bylaws of the Company require the Company to indemnify any person
who was, is, or is threatened to be made a named defendant or respondent in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of service by such person
as a director of the Company or its subsidiary bank or any other corporation
which he served as
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such at the request of the Company. Except as noted in the next paragraph,
directors are entitled to be indemnified against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding. Directors are also entitled to have the Company
advance any such expenses prior to final disposition of the proceeding, upon
delivery of a written affirmation by the director of his good faith belief that
the standard of conduct necessary for indemnification has been met and a
written undertaking to repay the amounts advanced if it is ultimately
determined that the standard of conduct has not been met.
Under the Bylaws, indemnification will be disallowed if it is
established that the director (i) appropriated, in violation of his duties, any
business opportunity of the Company, (ii) engaged in willful misconduct or a
knowing violation of law, (iii) permitted any unlawful distribution, or (iv)
derived an improper personal benefit. In addition to the Bylaws of the Company,
Section 33-8-520 of the South Carolina Business Corporation Act of 1988 (the
"Corporation Act") requires that "a corporation indemnify a director who was
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 of the corporation
against reasonable expenses incurred by him in connection with the proceeding."
The Corporation Act also provides that upon application of a director a court
may order indemnification if it determines that the director is entitled to
such indemnification under the applicable standard of the Corporation Act.
The 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 accompanying conditions and obligations. The Board of Directors
has extended or intends to extend indemnification rights to all of its
executive officers.
The Company has the power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
Company against any liability asserted against him or incurred by him in any
such capacity, whether or not the Company would have the power to indemnify him
against such liability under the bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description of Exhibit
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4.1 - Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form SB-2, File No.
333-25179).
4.2 - Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Registration Statement on Form
SB-2, File No. 333-25179).
4.3 - People's Community Capital Corporation 1998 Stock
Incentive Plan
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough,
L.L.P.
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23.1 - Consent of Nelson Mullins Riley & Scarborough,
L.L.P. (contained in their opinion filed as Exhibit
5.1).
24 - Power of Attorney (contained on the signature pages
of this Registration Statement).
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering; and
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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SIGNATURES
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 Aiken, State of South Carolina, on this 23rd day
of December, 1999.
People's Community Capital Corporation
By: /s/ Tommy B. Wessinger
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Tommy B. Wessinger
Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Tommy B. Wessinger, for himself or herself in name, place and stead, in any and
all capacities, as his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to sign any and all amendments
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto the attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, in the
capacities indicated, on the dates noted below.
Signature Title Date
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/s/ Clark D. Moore, M.D. Director December 23, 1999
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/s/ Raymond D. Brown Director December 23, 1999
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/s/ Anthony E. Jones Director December 23, 1999
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/s/ Donald W. Thompson Director December 23, 1999
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/s/ Alan J. George President & Director December 23, 1999
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/s/ Dr. John B. Tomarchio Director December 23, 1999
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/s/ Russell D. Phelon Director December 23, 1999
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/s/ James D. McNair Director December 23, 1999
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EXHIBIT INDEX
Exhibit
Number Exhibit
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4.1 - Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the
Registration Statement on Form SB-2, File No.
333-25179).
4.2 - Bylaws of the Company (incorporated by reference to
Exhibit 3.2 of the Registration Statement on Form
SB-2, File No. 333-25179).
4.3 - People's Community Capital Corporation 1998 Stock
Incentive Plan
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough,
L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough,
L.L.P. (contained in their opinion filed as Exhibit
5.1).
24 - Power of Attorney (contained on the signature pages
of this Registration Statement).