SEC Comment Letter for FIRST COMMUNITY (FCCO) — Dec 4, 2013
FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)
Date: Dec. 4, 2013 · CIK: 0000932781 · Accession: 0000000000-13-066046
AI Filing Summary & Sentiment
File numbers found in text: 333-191652
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
December 3, 2013
Via E -mail
Mr. Michael C. Crapps
President and Chief Executive Officer
First Community Corporation
5455 Sunset Blvd.
Lexington, South Carolina 29072
Re: First Community Corporation
Amendment No. 1 to Registration Statement on Form S -4
Filed November 15, 2013
File No. 333-191652
Dear Mr. Crapps :
We have reviewed your registration statement and have the following 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 registration statement and the
information you provide in response to these comments, we may have additional
comments.
Form S -4
General
1. We note that Savannah has provided projections of revenue, income, and income per
share to FCCO. The staff considers two years of these projections material. Please
revise your disclosure to include these projections.
Interests of Directors and Office rs of Savannah River, page 9
2. We acknowledge your response to comment 4 of our letter to you dated November 6,
2013. Please add disclosure regarding the interests of officers and directors in
severance benefits and any other compensation from Savannah rel ating to the merger.
Mr. Michael C. Crapps
First Community Corporation
December 3, 2013
Page 2
Risk Factors, page, page 33
Risks Related to the Merger, page 33
3. We acknowledge your response to comment 12 of our letter to you dated November
6, 2013. Please revise to explain that the risk to shareholders (and the amount that
may be subject to tax) depends on the extent to which each shareholder has a gain on
the exchange of their stock in Savanah for cash and/or stock in First Community.
Important Federal Income Tax Consequences, page 86
4. Please revise your disclosure in the first sentence to state the discussion constitutes
the opinion of Nelson Mullins and Bryan Cave, rather than merely summarizes the
tax consequences .
Exhibit 8.1 Tax Opinion
5. We acknowledge your response to comment 24 of our letter to you dated November
6, 2013. As we requested, please direct counsel, Nelson Mullins Riley &
Scarborough LLP, to revise its opinion as follows:
state clearly that the disclosure in the tax consequences section of the
prospectus is the opinion of Nelson Mullins (not just that i t is accurate); and
revise the last paragraph so that it does not limit reliance except as permitted
by Staff Legal Bulletin 19 (October 14, 2011).
Exhibit 8.2 Tax Opinion
6. We acknowledge your response to comment 25 of our letter to you dated November
6, 2013. As we requested, please direct counsel, Bryan Cave LLP, to revise its
opinion to state clearly that the disclosure in the tax consequences section of the
prospectus is the opinion of Bryan Cave LLP (not just that it is accurate).
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes 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 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 provide 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 filing;
Mr. Michael C. Crapps
First Community Corporation
December 3, 2013
Page 3
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve th e company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any pers on 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 Securities 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 regi stration statement. Please allow adequate time for us to review any
amendment prior to the requested effective date of the registration statement.
You may contact William Schroeder at (202) 551-3294 or Michael Volley at (202)
551-3437 if you have questions regarding comments on the financial statements and
related matters. You may contact either Jonathan E. Gottlieb at (202) 551 -3416 or Kate
McHale at (202) 551 -3464 with any other questions.
Sincerely,
/s/ Kathryn McHale
Kathryn McHale
Staff Attorney