UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 28, 2016
HCSB FINANCIAL CORPORATION
(Exact Name of Registrant As Specified in Its Charter)
South Carolina
(State or Other Jurisdiction of Incorporation)
| 000-26995 | 57-1079444 |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
| 3640 Ralph Ellis Blvd, Loris, South Carolina | 29569 |
| (Address of Principal Executive Offices) | (Zip Code) |
(843) 756-6333
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 28, 2016, Tommie W. Grainger and Gywn M. McCutchen resigned from their positions as directors of HCSB Financial Corporation (the “Company”) and Horry County State Bank (the “Bank”). Mr. Grainger’s and Mr. McCutchen’s decisions to resign from the boards of directors were for personal reasons and did not arise or result from any disagreement with the Company on any matters relating to the Company’s operations, policies, or practices. The Company is grateful for Mr. Grainger’s and Mr. McCutchen’s many years of dedicated service to the Company and the Bank.
Item 8.01. Other Events.
On May 4, 2016, the Company issued a press release announcing that it has filed a registration statement with the Securities and Exchange Commission with respect to its previously announced follow-on offering of common stock. A copy of the press release is filed as Exhibit 99.1 to, and incorporated by reference in, this Current Report on Form 8-K. The information in this Item 8.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 8.01 of this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 99.1 | Press Release, dated May 3, 2016 |
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.
| HCSB FINANCIAL CORPORATION | |||
| Dated: May 4, 2016 | By: | /s/ Jan H. Hollar | |
| Name: | Jan H. Hollar | ||
| Title: | Chief Executive Officer | ||
EXHIBIT INDEX
| Exhibit | |
| Number | Description |
| 99.1 | Press Release, dated May 3, 2016 |
HCSB Financial Corporation
Press Release
FOR IMMEDIATE RELEASE
May 3, 2016
Contact:
Jan H. Hollar
Chief Executive Officer
HCSB Financial Corporation/Horry County State Bank
(843) 716-6117
HCSB Financial Corporation Announces Follow-On Offering of Common Stock
Loris, South Carolina – HCSB Financial Corporation (the “Company”) announced today that it has filed a registration statement with the Securities and Exchange Commission for a follow-on offering to provide shareholders, employees, and others in the local community the opportunity to invest in the Company at the same price and on the same terms as its recently completed private offering. On April 11, 2016, the Company sold approximately 359,468,443 shares of common stock and 905,315.57 shares of a new series of convertible perpetual preferred stock, Series A, of HCSB Financial Corporation to certain institutional and other accredited investors, resulting in gross proceeds to the Company of approximately $45 million.
The Company will sell up to 23,384,301 shares of common stock in the follow-on offering at a price of $0.10 per share. The Company currently anticipates a minimum investment of $10,000 per investor, which it may waive in its sole discretion. The follow-on offering is not a rights offering, and the Company reserves the right to accept or reject subscriptions in whole or in part for any reason. The net proceeds from this follow-on public offering will be used for general corporate and operational purposes.
Once the registration statement is declared effective, investors will have 30 days to elect to participate in the follow-on offering. The follow-on offering will be made only by means of a prospectus, which may be obtained from the Company, when it is available, by contacting Denise Floyd, Senior Vice President, at HCSB Financial Corporation, P.O. Box 218, Loris, SC 29569, or dfloyd@horrycountystatebank.com or at (843) 716-6103.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains, among other things, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” “outlook” or similar expressions. These statements are based upon the current belief and expectations of the Company’s management team and are subject to significant risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, the Company can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans, or expectations contemplated by the Company will be achieved. Additional factors that could cause other Company’s results to differ materially from those described in the forward-looking statements can be found in the Company’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the Company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. The Company does not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.