SEC Comment Letter for FIRST COMMUNITY (FCCO) — Jun 12, 2012
FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)
Date: June 12, 2012 · CIK: 0000932781 · Accession: 0000000000-12-030258
AI Filing Summary & Sentiment
File numbers found in text: 333-181437
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June 11, 2012
Via Email
Mr. Michael C. Crapps President and Chief Executive Officer First Community Corporation 5455 Sunset Boulevard Lexington, South Carolina 29072
Re: First Community Corporation
Registration Statement on Form S-1 Filed May 15, 2012 File number 333-181437
Dear Mr. Crapps:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
Prospectus Cover Page
1. Disclose the number of shares bei ng offered. See Item 501(b)(2) of
Regulation S-K
2. Disclose how the share price will be determin ed. See Instruction 2 to Item 501(b)(3) of
Regulation S-K.
3. Revise the cover page to describe the natu re of the underwriting commitment. We note
from later disclosure in the prospectus that this is apparently to be a firm commitment
offering. See Item 501(b)(8) of Regulation S-K.
Mr. Michael C. Crapps First Community Corporation June 11, 2012 Page 2
The Company, page 1
4. Please disclose that you are operating under an MOU and an OCC regulatory agreement.
5. Please disclose that over 70% of your loan s are collateralized w ith commercial real
estate. We note the relate d risk factor information at the bottom of page 19.
Planned Repurchase of Our Preferred…, page 6
6. Please disclose that, if completed, these repurchases will require the use of all or nearly
all the proceeds of this offering.
7. Please update this section as of th e most recent practicable date.
8. Indicate the TARP rela ted consequences for the company, e.g., less interest expense, and,
what you will do with the offering proceeds if you are not allowed to pursue these
repurchases.
Regulatory Agreements, page 6
9. Please revise to disclose if any of the term s of the MOU may have a material impact on
your business operations and financial performan ce. Please also revise to disclose the
terms of the agreement with the OCC. If you have already done this, please confirm
supplementally.
Exhibit Index
10. You will need to file any underwriting agr eement as an exhibit. See Item 601 of
Regulation S-K. Please revise.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
Mr. Michael C. Crapps First Community Corporation June 11, 2012 Page 3
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding re quests for acceleration. We will consider a
written request for acceleration of the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement. Please contact David Lyon at 202-551-3421 or me at 202-551-3434 with any questions.
Sincerely,
/s/ Michael R. Clampitt Michael Clampitt
Senior Attorney Advisor
By Email to: Neil Grayson Neil.Grayson@NelsonMullins.com