As filed with the Securities and Exchange Commission on July 23, 2012

Registration No. 333-            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

FIRST COMMUNITY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

5455 Sunset Boulevard

Lexington, South Carolina 29072

(803) 951-2265

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Michael C. Crapps

President and Chief Executive Officer

First Community Corporation

5455 Sunset Boulevard

Lexington, South Carolina 29072

(803) 951-2265

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies of Communications to:

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

 

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

 

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: x Registration Statement No. 333-181437

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

 

 

CALCULATION OF REGISTRATION FEE

Title of each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price (1)			Amount of Registration Fee (2)
Common Stock, par value $1.00 per share		—		—		$	625,000		$	72

 

(1)		Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2)		The Registrant previously registered an aggregate offering price of $14,375,000 on a Registration Statement on Form S-1 (File No. 333-181437), for which a filing fee of $1,648 was paid.

 

 

This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

Explanatory Note

 

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1.

 

This Registration Statement relates to the registration statement on Form S-1, as amended (File No. 333-181437) (the “Prior Registration Statement”), which the registrant originally filed on May 15, 2012, and which was declared effective on July 23, 2012 by the Commission, and is being filed for the purpose of increasing the dollar amount of securities registered under the Prior Registration Statement by $625,000. The contents of the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated herein by reference in their entirety.

 

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.  Exhibits and Financial Statement Schedules.

 

All exhibits filed or incorporated by reference in the registrant’s Prior Registration Statement on Form S-1, as amended (File No. 333-181437), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, and, in addition, the following exhibits are filed herewith or incorporated by reference herein:

 

Exhibit Number		Description
5.1		Opinion of Nelson Mullins Riley & Scarborough, LLP.
23.1		Consent of Elliott Davis, LLC.
23.2		Consent of Nelson Mullins Riley & Scarborough, LLP (included in Exhibit 5.1).
24.1		Power of Attorney.†

†                                          Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-181437) filed by the Registrant with the Commission on May 15, 2012 and incorporated herein by reference.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, State of South Carolina, on July 23, 2012.

 

	FIRST COMMUNITY CORPORATION
	By:	/s/ Michael C. Crapps
		Michael C. Crapps
		President and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated.

 

Signature		Title
*
Richard K. Bogan		Director
*
Thomas C. Brown		Director
*
Chimin J. Chao		Director
/s/ Michael C. Crapps
Michael C. Crapps		Director, President and Chief Executive Officer
*
Anita B. Easter		Director
*
O. A. Ethridge		Director
*
George H. Fann, Jr.		Director
*
J. Thomas Johnson		Director and Vice Chairman of the Board
*
W. James Kitchens, Jr.		Director
*
Alexander Snipe, Jr.		Director
*
Roderick M. Todd, Jr.		Director
*
Loretta R. Whitehead		Director
*
Mitchell M. Willoughby		Director and Chairman of the Board
/s/ Joseph G. Sawyer
Joseph G. Sawyer		Chief Financial Officer and Principal Accounting Officer

 

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*By:	/s/ Michael C. Crapps
Michael C. Crapps Attorney-in-Fact

 

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