U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 10-K/A
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-26016
PALMETTO BANCSHARES, INC.
-------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
SOUTH CAROLINA 74-2235055
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
301 HILLCREST DRIVE, LAURENS, SOUTH CAROLINA 29360
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(864) 984-4551 PALMETTOBANK.COM
(REGISTRANT 'S TELEPHONE NUMBER) (REGISTRANT 'S SUBSIDIARY 'S WEB SITE)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $5.00 PER SHARE
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(TITLE OF CLASS)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Annual Report on Form 10-K filed
March 15, 2004 or any amendment to that Form 10-K. Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 126-2). Yes X No
The aggregate market value of the voting common equity held by
non-affiliates of the registrant (computed by reference to the price at which
the common equity was most recently sold) was $160,598,839 as of the last
business day of the registrant 's most recently completed second fiscal quarter.
There is no established public trading market for the shares. See Part II, Item
5 of the Annual Report on Form 10-K filed March 15, 2004.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement dated March 15, 2004 with respect to an
Annual Meeting of Shareholders to be held April 20, 2004: Incorporated by
reference in Part III of the Annual Report on Form 10-K filed March 15, 2004.
EXPLANATORY NOTE
This is Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 2003, which was originally filed with the Securities and
Exchange Commission on March 15, 2004. This amendment is being filed to replace
the Exhibit 23.1 that was originally filed.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
See Item 8 of the Annual Report on Form 10-K filed
March 15, 2004.
(2) Financial Statement Schedules
Financial statement schedules are omitted as they are
not applicable or the required information is
included in the Consolidated Financial Statements or
related notes to Consolidated Financial Statements
required by Item 8 for Form 10-K and included in the
Annual Report on Form 10-K filed March 15, 2004.
(3) Listing of Exhibits
EXHIBIT NO. DESCRIPTION
3.1.1 Articles of Incorporation filed on
May 13, 1982 in the office of the
Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 3 to the Company's
Registration Statement on Form S-4,
Commission File No.33-19367, filed
with the Securities and Exchange
Commission on December 30, 1987
3.1.2 Articles of Amendment filed on May
5, 1988 in the office of the
Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 4.1.2 to the Company's
Registration Statement on Form S-8,
Commission File No.33-51212 filed
with the Securities and Exchange
Commission on August 20, 1992
3.1.3 Articles of Amendment filed on
January 26, 1989 in the office of
the Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 4.1.3 to the Company's
Registration Statement on Form S-8,
Commission File No.33-51212 filed
with the Securities and Exchange
Commission on August 20, 1992
3.1.4 Articles of Amendment filed on April
23, 1990 in the office of the
Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 4.1.4 to the Company's
Registration Statement on Form S-8,
Commission File No.33-51212 filed
with the Securities and Exchange
Commission on August 20, 1992
3.1.5 Articles of Amendment filed on
October 16, 1996 in the office of
the Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 3.1.5 to the Company's
Quarterly Report on Form 10-Q for
the fiscal quarter ended September
30, 1996
3.1.6 Articles of Amendment filed on May
17, 1999 in the office of the
Secretary of State of South
Carolina: Incorporated by reference
to Exhibit 3.1.6 of the Company's
Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30,
1999
3.2.1 By-Laws adopted April 10, 1990.
Incorporated by reference to Exhibit
3.2.1 to the Company 's 1996 Annual
Report on Form 10-K, filed with the
Securities and Exchange Commission
on March 30, 1997
3.2.2 Amendment to By-Laws dated April 12,
1994. Incorporated by reference to
Exhibit 3.2.2 to the Company's 1996
Annual Report on Form 10-K, filed
with the Securities and Exchange
Commission on March 30, 1997
3.2.3 Amendment to By-Laws dated January
19, 1999. Incorporated by reference
to Exhibit 3.2.3 to the Company's
1998 Annual Report on Form 10-K,
filed with the Securities and
Exchange Commission on March 19,
1999
4.1.1 Articles of Incorporation of the
Registrant: Included in Exhibits
3.1.1 -.5
4.2 Bylaws of the Registrant: Included
in Exhibit 3.2.1 -.3
4.3 Specimen Certificate for Common
Stock: Incorporated by reference to
Exhibit 4.3 to the Company's
Registration Statement on Form S-8,
Commission File No.33-51212, filed
with the Securities and Exchange
Commission on August 20, 1992
4.4 Palmetto Bancshares, Inc. 1997 Stock
Compensation Plan, as amended to
date. Incorporated by reference to
Exhibit 10.1 to the Company's 1997
Annual Report on Form 10-K, filed
with the Securities and Exchange
Commission on March 23, 1998
4.4.1 Amendment to the Palmetto
Bancshares, Inc 's 1997 Stock
Compensation Plan. Approved by the
Company's Board of Directors on
January 21, 2003 and by the
Company's shareholders on April 15,
2003
10.1 * Palmetto Bancshares, Inc. Stock
Option Plan: Incorporated by
reference to Exhibit 10 (a) to the
Company's Registration Statement on
Form S4, Commission File No.33-
19367, filed with the Securities and
Exchange Commission on May 2, 1988
10.2 * The Palmetto Bank Pension Plan and
Trust Agreement: Incorporated by
reference to Exhibit 10 (c) to the
Company's Registration Statement on
Form S-4, Commission File No.33-
19367, filed with the Securities and
Exchange Commission on May 2, 1988
10.3 * The Palmetto Bank Officer Incentive
Compensation Plan
10.4 * Palmetto Bancshares, Inc. 1997 Stock
Compensation Plan, as amended to
date: Incorporated by reference to
Exhibit 10.1 to the Company's 1997
Annual Report on Form 10-K, filed
with the Securities and Exchange
Commission on March 23, 1998
10.4.1 * + Amendment to the Palmetto
Bancshares, Inc's 1997 Stock
Compensation Plan. Approved by the
Company's Board of Directors on
January 21, 2003 and by the
Company's shareholders on April 15,
2003
21.1 + List of Subsidiaries of the
Registrant
23.1 ^ Consent of Elliott Davis, LLC
31.1 ^ L. Leon Patterson's Certification
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 ^ Paul W. Stringer's Certification
Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32 ^ Certifications Pursuant to Section
906 of the Sarbanes-Oxley Act of
2002
* Management contract or compensatory plan or arrangement
+ Previously filed with the Annual Report on Form 10-K filed March 15,
2004
^ Filed with this Form 10-K/A
(b) Reports on Form 8-K
On October 17, 2003, the Company filed a Form 8-K announcing
the earnings release dated October 10, 2003, which included
selected financial data for the quarter ended September 30,
2003 and for select other previously reported periods.
On November 6, 2003, the Company filed a Form 8-K announcing
the mailing of its quarterly earnings overview to shareholders
dated November 3, 2003, which included selected financial data
for the quarter ended September 30, 2003 and for select other
previously reported periods.
On January 13, 2004, the Company filed a Form 8-K announcing
the earnings release dated January 8, 2004, which included
selected financial data for the quarter ended December 31,
2003 and for select other previously reported periods.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
PALMETTO BANCSHARES, INC.
By:
/s/ L. Leon Patterson
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L. Leon Patterson
Chairman and Chief Executive Officer, Palmetto Bancshares, Inc.
/s/ Paul W. Stringer
- --------------------------------
Paul W. Stringer
Chairman and Chief Executive Officer, The Palmetto Bank
Chief Accounting Officer
Date: March 29, 2004
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Elliott Davis, LLC
31.1 L. Leon Patterson's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Paul W. Stringer's Certification Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002