UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: August 17, 2005
The South Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 0-15083 57-0824914
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
102 South Main Street, Greenville, South Carolina 29601
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 255-7900
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Securities Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On August 17, 2005, the Board of Directors amended and restated the
Bylaws of The South Financial Group, Inc. ("TSFG"). A copy of the amended and
restated Bylaws is attached hereto as Exhibit 3.1. The effective date of the
amendment and restatement was immediate.
The Bylaws were amended in the following respects:
1. The Bylaws were amended to reflect the fact that TSFG's name
was changed in 2000 from "Carolina First Corporation" to "The
South Financial Group, Inc."
2. The mandatory retirement age set forth in Section 3.2 was
raised from 70 to 72.
3. A new Section 3.14 was added, which sets forth the standard
duties of the Board Chairman and creates the positions of
Deputy Chairman and Lead Independent Director.
The Deputy Chairman discharges all duties otherwise accorded
the Chairman upon the request of the Chairman. The Lead
Independent Director shall
o Act as chair of meetings of the Board when the Chairman is
not present;
o Consult and meet with any or all outside directors as
required, and represent such directors in discussions with
management of the Corporation on corporate governance
issues and other matters;
o Ensure that the Board, committees of the Board, individual
directors and senior management of the Corporation
understand and discharge their duties and obligations under
the Corporation's system of corporate governance;
o Mentor and counsel new members of the Board to assist them
in becoming active and effective directors;
o Conduct director evaluations;
o Lead executive sessions on CEO evaluation and conduct
conversations with the CEO;
o Perform such other duties and responsibilities as may be
delegated to the lead director by the Board from time to
time.
4. Section 10.1 was amended to provide that amendments to the
bylaws need only comply with applicable law. The prior
provision providing that copies of a proposed amendment be
distributed at the board meeting prior to meeting at which the
amendment is to be acted upon, was deleted.
Upon approving the amended and restated Bylaws, the Board unanimously
appointed Mack I. Whittle, Jr. as Deputy Chairman and John C. B. Smith, Jr. as
Lead Independent Director.
Item 9.01. Financial Statements and Exhibits .
Exhibit No. Description
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3.1 Amended and Restated Bylaws
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE SOUTH FINANCIAL GROUP, INC.
August 17, 2005 By: /s/ William P. Crawford, Jr.
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William P. Crawford, Jr.
Executive Vice President and
General Counsel
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