SEC Comment Letter for FIRST COMMUNITY (FCCO) — Aug 13, 2012
FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)
Date: Aug. 13, 2012 · CIK: 0000932781 · Accession: 0000000000-12-043659
AI Filing Summary & Sentiment
Reasoning
Letter
August 13 , 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 Amended August 8 , 2012 File number 333 -181437
Dear Mr. Crapps :
We have limited our review of your registration 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 informat ion. 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 registration statement and the information you provi de in response to these comments, we may have additional comments.
Prospectus Cover Page
1. The principal underwriter must be named on the cover. In addition, the minimum price must also be disclosed. Please confirm that the registrant will file a pre -effective amendment naming the underwriters and disclosing the minimum price.
Incorporation, page S -4
2. Update to include your latest Form 10 -Q, for the quarter ended June 30, 2012, filed August 10, 2012.
3. If there are specific suitability standards for bidd ers, such as a minimum net worth, please summarize these factors under appropriate su bheading, with quantification. If there are none, so state.
Mr. Michael C. Crapps First Community Corporation August 13, 2012 Page 2
Auction Process, page S -7
4. At the first paragraph on page S -8, for the first and second set of capital ratios, please clarify that you are assum ing that you acquire s all of the preferred shares. Note also for the next table.
Bid Submission Deadline, page S -9
5. Please disclose that bidders using brokers who are not a “network broker” for the offering may have less time to submit a bid. Taking into account that the bidding period is only two days, quantify the impact of this situation, both here and at the relate d risk factor on page S -32. As a result, you may also want to encourage investors to use a network broker to place their bids.
General Underwriting
6. Supplementally advise the staff if any of the underwriters who have participate d in developing the minim um price for this offering, or who have assisted your company in any capital raising activities in the last year, ha ve any affiliates or other related parties that intend to participate in the bidding .
We urge all persons who are responsible for the acc uracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relat ing to a company’s disclosure, 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 regist ration statement please p rovide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filin g;
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
Mr. Michael C. Crapps First Community Corporation August 13, 2012 Page 3
the company may not assert staff comments and 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 requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested eff ective date of the registration statement.
Please contact David Lyon at 202-551-3421 or me at 202-551-3434 wi th any questions.
Sincerely,
/s/ Michael R. Clampitt
Show Raw Text
August 13 , 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
Amended August 8 , 2012
File number 333 -181437
Dear Mr. Crapps :
We have limited our review of your registration 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 informat ion. 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 registration statement and the information you
provi de in response to these comments, we may have additional comments.
Prospectus Cover Page
1. The principal underwriter must be named on the cover. In addition, the minimum price
must also be disclosed. Please confirm that the registrant will file a pre -effective
amendment naming the underwriters and disclosing the minimum price.
Incorporation, page S -4
2. Update to include your latest Form 10 -Q, for the quarter ended June 30, 2012, filed
August 10, 2012.
3. If there are specific suitability standards for bidd ers, such as a minimum net worth, please
summarize these factors under appropriate su bheading, with quantification. If there are
none, so state.
Mr. Michael C. Crapps
First Community Corporation
August 13, 2012
Page 2
Auction Process, page S -7
4. At the first paragraph on page S -8, for the first and second set of capital ratios, please
clarify that you are assum ing that you acquire s all of the preferred shares. Note also for
the next table.
Bid Submission Deadline, page S -9
5. Please disclose that bidders using brokers who are not a “network broker” for the offering
may have less time to submit a bid. Taking into account that the bidding period is only
two days, quantify the impact of this situation, both here and at the relate d risk factor on
page S -32. As a result, you may also want to encourage investors to use a network
broker to place their bids.
General
Underwriting
6. Supplementally advise the staff if any of the underwriters who have participate d in
developing the minim um price for this offering, or who have assisted your company in
any capital raising activities in the last year, ha ve any affiliates or other related parties
that intend to participate in the bidding .
We urge all persons who are responsible for the acc uracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relat ing to a company’s disclosure, 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 regist ration statement please p rovide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filin g;
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
Mr. Michael C. Crapps
First Community Corporation
August 13, 2012
Page 3
the company may not assert staff comments and 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 requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested eff ective date of the
registration statement.
Please contact David Lyon at 202-551-3421 or me at 202-551-3434 wi th any questions.
Sincerely,
/s/ Michael R. Clampitt
Michael Clampitt
Senior Attorney Advisor
By Email to: Nikki Lee
Neil.Gray son@NelsonMullins.com