-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MITI08u0urTp9TrWId1vy3qb5aY+lK1DMkinialHOiFWYDc4fv223coJb/iLpzRD kCryOKBhbI/D11MqipRIug== 0001019892-04-000126.txt : 20040329 0001019892-04-000126.hdr.sgml : 20040329 20040329160215 ACCESSION NUMBER: 0001019892-04-000126 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALMETTO BANCSHARES INC CENTRAL INDEX KEY: 0000706874 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 742235055 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-26016 FILM NUMBER: 04696223 BUSINESS ADDRESS: STREET 1: 301 HILLCREST DR STREET 2: P O BOX 49 CITY: LAURENS STATE: SC ZIP: 29360 BUSINESS PHONE: 8649844551 10-K/A 1 form10k-amend1.txt AMENDMENT NO. 1 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 --------------------------------------- (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 - ------------------------------- 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 ----------- ----------- 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 EX-23 3 auditorconsent.txt AUDITOR CONSENT EXHIBIT 23.1 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in Registration Statement No. 333-108108 of Palmetto Bancshares, Inc. on Form S-8 of our report, dated February 6, 2004, appearing in the Annual Report on Form 10-K filed March 15, 2004 of Palmetto Bancshares, Inc. for the year ended December 31, 2003. /s/ Elliott Davis, LLC Greenville, South Carolina March 26, 2004 EX-31 4 exhibit31-1.txt CEO CERTIFICATION EXHIBIT 31.1 CERTIFICATION I, L. Leon Patterson, certify that: 1. I have reviewed this Form 10-K/A to the annual report on Form 10-K of Palmetto Bancshares, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) disclosed in this report any change in the registrant's internal control over financial reporting that incurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: March 29, 2004 /s/ L. Leon Patterson - --------------------------------------------- L. Leon Patterson Chairman and Chief Executive Officer, Palmetto Bancshares, Inc. EX-31 5 exhibit31-2.txt CFO CERTIFICATION EXHIBIT 31.2 CERTIFICATION I, Paul W. Stringer, certify that: 1. I have reviewed this Form 10-K/A to the annual report on Form 10-K of Palmetto Bancshares, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c. disclosed in this report any change in the registrant's internal control over financial reporting that incurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons fulfilling the equivalent functions): (c) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (d) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: March 29, 2004 /s/ Paul W. Stringer - -------------------------------------- Paul W. Stringer Chairman and Chief Executive Officer, The Palmetto Bank (Chief Accounting Officer) EX-32 6 exhibit32.txt EXHIBIT 32 CERTIFICATIONS EXHIBIT 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF ACCOUNTING OFFICER OF PALMETTO BANCSHARES, INC. PURSUANT TO 18 U.S.C. SECTION 1350 The undersigned, as the chief executive officer and chief accounting officer of Palmetto Bancshares, Inc., certify that the Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for the year ended December 31, 2003, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of Palmetto Bancshares, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350) and no purchaser or seller of securities or any other person shall be entitled to rely upon the foregoing certification for any purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law. By: /s/ L. Leon Patterson - ------------------------------------------ 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 -----END PRIVACY-ENHANCED MESSAGE-----