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SEC Comment Letter for FIRST COMMUNITY (FCCO) — Dec 26, 2013

FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)
Date: Dec. 26, 2013 · CIK: 0000932781 · Accession: 0000000000-13-070095

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File numbers found in text: 333-191652

Date
December 24, 2013
Author
/s/ Kathryn McHale
Form
UPLOAD
Company
FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE December 24, 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. 2 to Registration Statement on Form S -4 Filed December 9 , 2013 File No. 333-191652

Dear Mr. Crapps :

We have reviewed your amended registration statement and response 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 acknowledge your response to comment one of our letter to you dated December 3, 2013. However, it appears that Savannah provided First Community with budget projections for the current and future fiscal years. The staff considers two years of projections material. Please revise your disclo sure to include any material projections presented to First Community or its agent, including revenue, income, and income per share data.

2. We note that both Amendment No. 2 (page 66) and the fairness opinion of Ewing (page C -1) state that First Community p rovided Ewing with its Strategic Plan for the

Mr. Michael C. Crapps First Community Corporation December 24, 2013 Page 2

three year period ending December 31, 2014. Please disclose any material projections contained in the First Community Strategic Plan.

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 di sclosure, 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 stat ement 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;  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 sta ff 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 Securities Act of 1933 and the Secu rities 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 effective date of the registration statement.

Please contact Jonathan E. Gottlieb at (202) 551 -3416 or me at (202) 551 -3464 with any questions.

Sincerely,
/s/ Kathryn McHale

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        December 24, 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. 2 to Registration Statement on Form S -4
Filed  December 9 , 2013
File No. 333-191652

Dear  Mr. Crapps :

We have reviewed your amended registration statement  and response  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 acknowledge your response to comment one of our letter to you dated December
3, 2013.  However, it appears that Savannah provided First Community with budget
projections for the current and future fiscal years.  The staff considers two years of
projections material.  Please revise your disclo sure to include any material projections
presented to First Community or its agent, including revenue, income, and income per
share data.

2. We note that both Amendment No. 2 (page 66) and the fairness opinion of Ewing
(page C -1) state that First Community p rovided Ewing with its Strategic Plan for the

Mr. Michael C. Crapps
First Community Corporation
December  24, 2013
Page 2

 three year period ending December 31, 2014.   Please disclose any material
projections contained in the First Community Strategic Plan.

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 di sclosure, 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 stat ement
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;
 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 sta ff 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 Securities Act of 1933 and the Secu rities 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 effective date of the registration  statement.

Please  contact Jonathan E. Gottlieb at (202) 551 -3416 or me at (202) 551 -3464
with any questions.

Sincerely,

 /s/ Kathryn McHale

Kathryn McHale
Staff Attorney