SEC Comment Letter for SOUTHERN FIRST BANCSHARES INC (SFST) (CIK 0001090009) (SFST) — May 31, 2012
SOUTHERN FIRST BANCSHARES INC (SFST) (CIK 0001090009)
Date: May 31, 2012 · CIK: 0001090009 · Accession: 0000000000-12-028209
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File numbers found in text: 333-181198
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May 31, 2012 Via E-mail Mr. R. Arthur Seaver, Jr. Chief Executive Officer Southern First Bancshares, Inc. 100 Verdae Blvd., Suite 100 Greenville, SC 29607 Re: Southern First Bancshares, Inc. Registration Statement on Form S-1 Filed May 7, 2012 Supplemental Comments File No. 333-181198 Dear Mr. Seaver: We have reviewed your registration statement and have the following additional comments. We have limited our review to those i ssues we have addressed in our comments. In some of our comments, we may ask you to provi de 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. Where you do not beli eve 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. Once you have named your underwriter(s), plea se provide a brief description of the underwriting arrangements. For example, describe whether the underwriters may be required to purchase any speci fic number or dollar amount of securities in certain circumstances. Refer to Item 501(b)(8) of Regulation S-K. Summary The Offering, page 2 2. Please revise your summary to provide a comp arison of your earnings to fixed charges. Mr. R. Arthur Seaver, Jr. Southern First Bancshares, Inc. May 31, 2012 Page 2 3. If you intend to bid in the offering, please re vise your summary to disclose the current capital ratios, for the company and the bank, and your anticipated capital ratios assuming the company is a successful bidder. 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. If you have questions or comme nts please contact Michael F. Johnson, Staff Attorney, at (202) 551-3477. If you require further assist ance, you may contact me at (202) 551-3434. Sincerely, /s/ Michael R. Clampitt Michael R. Clampitt Senior Counsel