As filed with the Securities and Exchange Commission on February 24, 2006.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
First Charter Corporation
(Exact name of registrant as specified in its charter)
North Carolina |
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56-1355866 |
(State or other jurisdiction of |
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(I.R.S. Employer |
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10200 David Taylor Drive, Charlotte, NC |
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28262-2373 |
(Address of Principal Executive Offices) |
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(Zip Code) |
First Charter Corporation 2000 Omnibus Stock Option and Award Plan
(Full title of the plan)
Stephen J. Antal
Senior Vice President, General
Counsel and Corporate Secretary
First Charter Corporation
10200 David Taylor Drive
Charlotte, North Carolina 28262-2373
(Name and address of agent for service)
(704) 688-4300
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Amount to be |
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Proposed |
Proposed |
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Amount of |
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Common Stock, no par value per share |
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1,500,000 shares |
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$23.83 |
$35,745,000 |
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$ 3,825 |
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act based upon the average of the high and low sales prices of the registrant's common stock as reported on the Nasdaq National Market on February 21, 2006.
EXPLANATORY NOTE
This Registration Statement is being filed solely for the registration of additional shares of common stock of First Charter Corporation (the "Registrant") for issuance pursuant to awards granted under the First Charter Corporation 2000 Omnibus Stock Option and Award Plan (the "Plan"). Accordingly, pursuant to General Instruction E to Form S-8, the contents of the earlier Registration Statement relating to the Plan (Registration No. 333-57710) are hereby incorporated by reference in this Registration Statement, except as revised in Part II of this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by
Reference.
The following documents previously filed by the
Registrant with the Securities and Exchange Commission are hereby incorporated
by reference in this Registration Statement:
(a)
The Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 2004;
(b)
The Registrant's Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2005, June 30, 2005 and September
30, 2005;
(c)
The Registrant's Current Reports on Form
8-K filed on February 2, 2005, April 15, 2005, April 27, 2005, April 29, 2005,
June 27, 2005, June 30, 2005, October 25, 2005 and January 31, 2006 (other than
those portions furnished under Items 2.02 and 7.01 of Form 8-K);
(d)
The description of the Registrant's
common stock contained in the Registrant's Registration Statement filed under
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than
those portions furnished on Form 8-K, but not deemed filed), prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement.
Exhibit
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Description |
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5.1 |
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Opinion
of Helms Mulliss & Wicker, PLLC. |
10.1 |
First Charter Corporation 2000 Omnibus Stock Option and Award Plan, as amended by shareholder approval on April 27, 2005. |
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23.1 |
Consent of Helms Mulliss & Wicker, PLLC (included in Exhibit 5.1). |
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23.2 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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24.1 |
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Power of Attorney (included on signature page contained in Part II hereof). |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Charlotte, State of North Carolina, on this 24th day of February, 2006.
First Charter Corporation |
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By: |
/s/ ROBERT E. JAMES, JR. |
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Robert E. James, Jr. |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual
whose signature appears below and on the following page hereby constitutes and
appoints Robert E. James, Jr. and Charles A. Caswell, and each of them as his
or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with any and all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he or
she might or could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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/S/ ROBERT E. JAMES, JR. |
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President, Chief Executive Officer and |
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February 24, 2006 |
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Robert E. James, Jr. |
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Director (Principal Executive Officer) |
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/S/ CHARLES A. CASWELL |
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Executive Vice President and |
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February 24, 2006 |
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Charles A. Caswell |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |
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/S/ HAROLD D. ALEXANDER |
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Director |
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February 24, 2006 |
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Harold D. Alexander |
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Director |
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February ___, 2006 |
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William R. Black, M.D. |
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/s/ JAMES E. BURT, III |
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Director |
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February 24, 2006 |
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James E. Burt, III |
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Director |
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February ___, 2006 |
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Michael R. Coltrane |
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Director |
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February ___, 2006 |
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Jerry A. Felts |
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/S/ JOHN J. GODBOLD, JR. |
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Director |
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February 24, 2006 |
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John J. Godbold, Jr. |
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/S/ CHARLES A. JAMES |
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Director |
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February 24, 2006 |
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Charles A. James |
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/S/ WALTER H . JONES, JR. |
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Director |
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February 24, 2006 |
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Walter H. Jones, Jr. |
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/s/ SAMUEL C. KING, JR. |
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Director |
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February 24, 2006 |
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Samuel C. King. Jr. |
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Director |
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February ___, 2006 |
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Jerry E. McGee |
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/S/ ELLEN L. MESSINGER |
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Director |
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February 24, 2006 |
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Ellen L. Messinger |
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/S/ HUGH H. MORRISON |
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Director |
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February 24, 2006 |
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Hugh H. Morrison |
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Director |
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February ___, 2006 |
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Thomas R. Revels |
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/S/ LAWRENCE D. WARLICK, JR. |
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Director |
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February 24, 2006 |
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Lawrence D. Warlick, Jr. |
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/S/ WILLIAM W. WATERS |
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Director |
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February 24, 2006 |
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William W. Waters |
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EXHIBIT INDEX
Exhibit
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Description |
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5.1 |
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Opinion
of Helms Mulliss & Wicker, PLLC. |
10.1 |
First Charter Corporation 2000 Omnibus Stock Option and Award Plan, as amended by shareholder approval on April 27, 2005. |
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23.1 |
Consent of Helms Mulliss & Wicker, PLLC (included in Exhibit 5.1). |
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23.2 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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24.1 |
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Power of Attorney (included on signature page contained in Part II hereof). |
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