-----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, WjBLTRh4g4/+tE6WuC6zeFdyidYcIBRY9z9lrYM4hauIEYBiCF+ehJ+CYuEZX0aA C5nsQmez1Ed92qjqSwBm1w== 0000939057-96-000102.txt : 19961212 0000939057-96-000102.hdr.sgml : 19961212 ACCESSION NUMBER: 0000939057-96-000102 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961211 EFFECTIVENESS DATE: 19961211 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COASTAL FINANCIAL CORP /DE CENTRAL INDEX KEY: 0000935930 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 570925911 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-01274 FILM NUMBER: 96679293 BUSINESS ADDRESS: STREET 1: 2619 NORTH OAK CITY: MYRTLE BEACH STATE: SC ZIP: 29577-3129 BUSINESS PHONE: 8034485151 S-8 POS 1 COASTAL FINANCIAL CORPORATION FORM S-8 REGISTRATION STATEMENT NO. 333-1274 Filed December 11, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COASTAL FINANCIAL CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 57-0925911 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2619 North Oak Street Myrtle Beach, South Carolina 29577 (803) 448-5151 ---------------------------------------- (Address of principal executive offices) 1990 Stock Option and Incentive Plan ------------------------------------- (Full title of the Plan) Copies to: Michael C. Gerald Eric S. Kracov, Esquire President Breyer & Aguggia Coastal Financial Corporation 1300 I Street, N.W. 2619 N. Oak Street Suite 470 East Myrtle Beach, South Carolina 29577 Washington, D.C. 20005 (803) 448-5151 (202) 737-7900 ---------------------------- Name, address and telephone number of agent for service Page 1 of 5 Pages Exhibit Index Appears on Page 3 PAGE Calculation of Registration Fee - ----------------------------------------------------------------------------- Title of Securities Amount Proposed Maximum Proposed Maximum Amount of to be to be Offering Price Aggregate Registration Registered Registered Per Share(1) Offering Price(1) Fee - ----------------------------------------------------------------------------- Common Stock, $.01 par value 164,063 $20.00(2) $3,281,260 $1,131.48 - ----------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), the price per share is estimated to be $20.00, based upon the average of the high and low trading prices of the common stock, $.01 par value per share (the "Common Stock"), of Coastal Financial Corporation (the "Registrant"), as reported on the Nasdaq Stock Market on December 6, 1996. (2) 163,064 additional shares are being registered for issuance pursuant to the 1990 Stock Option and Incentive Plan ("Option Plan"). In addition, this Registration Statement covers an indeterminate number of shares reserved for issuance pursuant to the Option Plan as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock. ------------------------- This Registration Statement shall become effective automatically upon the date of filing in accordance with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R. Section 230.462. PAGE PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT EXPLANATORY NOTE The contents of a previously filed Registration Statement for Coastal Financial Corporation, dated September 18, 1992 (Registration No. 33-52212), is hereby incorporated by reference. This registration statement is being filed to register additional shares of Common Stock. Item 8. Exhibits The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8: No. Exhibit --- ------- 5 Opinion of Breyer & Aguggia 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Breyer & Aguggia (see Exhibit 5) 24 Power of attorney (see signature pages) PAGE SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Coastal Financial Corporation 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 Myrtle Beach, and State of South Carolina the 10th day of December 1996. COASTAL FINANCIAL CORPORATION By: /s/ Michael C. Gerald ------------------------------------ Michael C. Gerald President and Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby makes, constitutes and appoints Michael C. Gerald his true and lawful attorney, with full power to sign for such person and in such person's name and capacity indicated below, and with full power of substitution any and all amendments to this Registration Statement, hereby ratifying and confirming such person's signature as it may be signed by said attorney to any and all amendments. By: /s/ Michael C. Gerald Date: December 10, 1996 -------------------------------------- Michael C. Gerald President, Chief Executive Officer and Director (Principal Executive Officer) By: /s/ Jerry L. Rexroad Date: December 10, 1996 ------------------------------------- Jerry L. Rexroad Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) By: /s/ James T. Clemmons Date: December 10, 1996 ------------------------------------- James T. Clemmons Chairman of the Board By: /s/ James C. Benton Date: December 10, 1996 ------------------------------------- James C. Benton Director By: /s/ G. David Bishop Date: December 10, 1996 ------------------------------------- G. David Bishop Director By: /s/ Harold D. Clardy Date: December 10, 1996 ------------------------------------- Harold D. Clardy Director By: /s/ James P. Creel Date: December 10, 1996 ------------------------------------- James P. Creel Director By: /s/ Samuel A. Smart Date: December 10, 1996 ------------------------------------- Samuel A. Smart Director By: /s/ Wilson B. Springs Date: December 10, 1996 ------------------------------------- Wilson B. Springs Director PAGE Exhibit 5 Opinion of Breyer & Aguggia PAGE December 11, 1996 Board of Directors Coastal Financial Corporation 2619 N. Oak Street Myrtle Beach, South Carolina 29577 Gentlemen: We have acted as special counsel to Coastal Financial Corporation, an Delaware corporation (the "Corporation"), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement"), relating to the registration of up to 164,063 additional shares of Corporation common stock, $.01 par value per share ("Common Stock"), to be issued pursuant to the Corporation's 1990 Stock Option Plan and Incentive Plan (the "Option Plan") upon the exercise of stock options ("Option Rights"). The Registration Statement also registers an indeterminate number of additional shares which may be necessary under the Option Plan to adjust the number of shares reserved for issuance as a result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of the Corporation. We have been requested by the Corporation to furnish an opinion to be included as an exhibit to the Registration Statement. We have reviewed the Registration Statement, the Articles of Incorporation and Bylaws of the Corporation, the Plan, a specimen stock certificate evidencing the Common Stock of the Corporation and such other corporate records and documents as we have deemed appropriate for the purpose of rendering this opinion. We are relying upon the originals, or copies certified or otherwise identified to our satisfaction, of the corporate records of the Corporation and such other instruments, certificates and representations of public officials, officers and representatives of the Corporation as we have deemed appropriate or relevant as a basis for the opinion set forth below. In addition, we have assumed, without independent verification, the genuineness of all signatures and the authenticity of all documents furnished to us and the conformity in all respects of copies to originals. For purposes of this opinion, we have also assumed that (i) the shares of Common Stock issuable pursuant to Option Rights granted under the terms of the Plan will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Option Rights; (ii) on the dates the Option Rights are exercised, the Option Rights granted under the terms of the Option Plan will constitute valid, legal and binding obligations of the Corporation and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors' rights generally) be enforceable as to the Corporation in accordance with their terms; (iii) no change occurs in applicable law or the pertinent facts; and (iv) the provisions of "blue sky" and other securities laws as may be applicable have been complied with to the extent required. Based upon the foregoing, and subject to the qualifications and assumptions set forth herein, we are of the opinion as of the date hereof that the shares of Common Stock to be issued pursuant to the Option Plan, when issued pursuant to and in accordance with the Registration Statement, the Option Plan and, with respect to the Option Plan, upon receipt of the consideration required thereby, will be legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ Breyer & Aguggia BREYER & AGUGGIA PAGE Exhibit 23.1 Consent of Independent Auditors PAGE INDEPENDENT AUDITORS' CONSENT The Board of Directors Coastal Financial Corporation Myrtle Beach, South Carolina We consent to incorporation by reference in the registration statement on Form S-8, dated December 11, 1996, to register shares of common stock which will be issued pursuant to the Coastal Financial Corporation's 1990 Stock Option and Incentive Plan as amended, of our report dated October 20, 1995 relating to the consolidated statements of financial condition of Coastal Financial Corporation and subsidiaries as of September 30, 1995 and 1994, and the related consolidated statements of operations and cash flows for each of the years in the three-year period ended September 30, 1995, which report appears in the September 30, 1995, annual report on Form 10-K of Coastal Financial Corporation and subsidiaries. Our report dated October 20, 1995, refers to the fact that the Company adopted the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities" at October 1, 1994 and the provision of SFAS No. 109, "Accounting for Income Taxes" on October 1, 1993. /s/ KPMG Peat Marwick LLP Greenville, South Carolina December 11, 1996 PAGE Exhibit 23.2 Consent of Breyer & Aguggia (see Exhibit 5) PAGE Exhibit 24 Power of Attorney (see signature page) -----END PRIVACY-ENHANCED MESSAGE-----