SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-KSB/Amendment No. 2
(Mark One)
| [X] |
Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003
or |
| |
Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| |
For the transition period from __________ to ________
|
Commission file no.
33-86258
First Community Corporation
(Name of Small Business Issuer in Its Charter)
| South Carolina |
|
571010751 |
| (State or Other Jurisdiction |
|
(I.R.S. Employer |
| of Incorporation or Organization) |
|
Identification No.) |
| 5455 Sunset Blvd. |
|
|
| Lexington, South Carolina |
|
29072 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
803-951-2265
Issuer’s Telephone Number, Including Area Code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 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 past 90 days. Yes X No
Check
if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
in this form, and no disclosure will be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
The aggregate market value of the voting stock as of March 15, 2004, held by non-affiliates of the
registrant based on the closing price as of March 15, 2004, was $31,246,252.
The issuer’s revenues for its most recent fiscal year were $11,468,000. 1,598,401 shares of the issuer’s common
stock were issued and outstanding as of March 15, 2004.
DOCUMENTS INCORPORATED
BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement for its May 19, 2004 Annual Meeting of Shareholders, are
incorporated by reference into Part III thereof.
Transitional Small Business Disclosure Format. (Check one):
Yes
No X
EXPLANATORY NOTE
This
10-KSB/Amendment No. 2 is being filed to amend Part III, Item 11. Security Ownership of
Certain Beneficial Owners and Management, which was filed on March 25, 2004. The company
inadvertently failed to include the Equity Compensation Plan Information. No other changes
are being made to the original 10-KSB for the year ended December 31, 2003.
2
Part III
Item 11. Security
Ownership of Certain Beneficial Owners and Management
In
response to this Item, additional information is contained in our Proxy Statement for the
Annual Meeting of Shareholders to be held on May 19, 2004 incorporated herein by
reference.
The
following table sets forth equity compensation plan information at December 31, 2003. All
information has been adjusted for any stock splits and stock dividends effected during the
periods presented.
Equity Compensation
Plan Information
|
|
|
Number of securities |
|
|
|
remaining available for |
|
Number of securities |
|
future issuance under |
|
to be issued |
Weighted-average |
equity compensation |
|
upon exercise of |
exercise price of |
plans (c) |
|
outstanding options, |
outstanding options, |
(excluding securities |
Plan Category
|
warrants and rights (a)
|
warrants and rights (b)
|
reflected in column (a))
|
|
|
|
|
| Equity compensation |
|
|
| 150,763 |
|
| $ 9.91 |
|
| 39,287 |
|
| plans approved by | | |
| security holders(1) | | |
| | | |
| Total | | |
| 150,763 |
|
| $ 9.91 |
|
| 39,287 |
|
| (1) |
The number of shares of common stock available for issuance under the 1999 Stock
Incentive Plan automatically increases on the first trading day each calendar
year beginning January 1, 2000, by an amount equal to 3% of the shares of common
stock outstanding. |
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Item 15. Exhibit Index
| 3.1 |
Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the company’s Registration Statement No. 33-86258 on
Form S-1). |
| 3.2 |
Bylaws (incorporated by reference to Exhibit 3.2 to the company's Registration Statement No. 33-86258 on Form S-1).
|
| 4.1 |
Provisions in the company’s Articles of Incorporation and Bylaws defining the rights
of holders of the company’s Common Stock (incorporated by reference to
Exhibit 4.1 to the company’s Registration Statement No. 33-86258 on
Form S-1). |
| 10.1 |
Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the
Company (incorporated by reference to Exhibit 10.1 to the company’s Registration
Statement No. 33-86258 on Form S-1). |
| 10.2 |
Employment Agreement dated June 1, 1994, by and between James C. Leventis and the
Company (incorporated by reference to Exhibit 10.2 to the company’s Registration
Statement No. 33-86258 on Form S-1). |
| 10.3 |
First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the Company's 1998 Annual
Report and Form 10-KSB).
|
| 10.4 |
Employment Agreement dated September 2, 2002 by and between David K. Proctor and the Company (incorporated by
reference to Exhibit 10.4 to the company's 2002 annual report and Form 10-KSB).
|
| 10.5 |
Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by
reference to Exhibit 10.5 to the company's 2002 annual report and Form 10-KSB).
|
| 21.1 |
Subsidiaries of the company. (incorporated by reference to Exhibit 21.1 to the company's 2003 annual report and
Form 10-KSB).
|
| 24.1 |
Power of Attorney (incorporated by reference to Exhibit 24.1 to the company's 2003 annual report and Form 10-KSB).
|
| 31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| 31.2 |
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| 32.1 |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission. |
4
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
FIRST COMMUNITY CORPORATION |
| Date: April 28, 2004 |
|
/s/ Michael C. Crapps |
|
|
Michael C. Crapps |
|
|
President and Chief Executive Officer |
Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed by the following in the
capacities and on the dates indicated.
/s/ Michael C. Crapps
|
Director, President
& Chief Executive Officer |
April 28, 2004 |
*
|
Director, Chairman of the
Board, & Secretary |
|
5
*
|
Chief Financial Officer
and Principal Accounting Officer |
|
/s/ Michael C. Crapps
|
As Attorney-In-Fact |
April 28, 2004 |
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Exhibit List
| 3.1 |
Amended and Restated Articles of Incorporation (incorporated by reference to
Exhibit 3.1 to the company’s Registration Statement No. 33-86258 on
Form S-1). |
| 3.2 |
Bylaws (incorporated by reference to Exhibit 3.2 to the company's Registration Statement No. 33-86258 on Form S-1).
|
| 4.1 |
Provisions in the company’s Articles of Incorporation and Bylaws defining the rights
of holders of the company’s Common Stock (incorporated by reference to
Exhibit 4.1 to the company’s Registration Statement No. 33-86258 on
Form S-1). |
| 10.1 |
Employment Agreement dated June 1, 1994, by and between Michael C. Crapps and the
Company (incorporated by reference to Exhibit 10.1 to the company’s Registration
Statement No. 33-86258 on Form S-1). |
| 10.2 |
Employment Agreement dated June 1, 1994, by and between James C. Leventis and the
Company (incorporated by reference to Exhibit 10.2 to the company’s Registration
Statement No. 33-86258 on Form S-1). |
| 10.3 |
First Community Corporation 1999 Stock Incentive Plan (Incorporated by reference to the Company's 1998 Annual
Report and Form 10-KSB).
|
| 10.4 |
Employment Agreement dated September 2, 2002 by and between David K. Proctor and the Company (incorporated by
reference to Exhibit 10.4 to the company's 2002 annual report and Form 10-KSB).
|
| 10.5 |
Employment Agreement dated June 12, 2002 by and between Joseph G. Sawyer and the Company (incorporated by
reference to Exhibit 10.5 to the company's 2002 annual report and Form 10-KSB).
|
| 21.1 |
Subsidiaries of the company. (incorporated by reference to Exhibit 21.1 to the company's 2003 annual report and
Form 10-KSB).
|
| 24.1 |
Power of Attorney (incorporated by reference to Exhibit 24.1 to the company's 2003 annual report and Form 10-KSB).
|
| 31.1 |
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| 31.2 |
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
| 32.1 |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. This exhibit is not “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided
by applicable rules of the Securities and Exchange Commission. |
7