UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


S Annual Report Pursuant To Section 13 Or 15(d) of The Securities Exchange Act Of 1934

For The Fiscal Year December 31, 2012.


Or


£ Transition Report Pursuant To Section 13 Or 15 (D) Of The Securities Exchange Act Of 1934

For the Transition Period from ___________ to ________________

Commission file number 000-27719




 

Southern First Bancshares, Inc.

 

 

(Exact name of registrant as specified in its charter)

 


South Carolina

 

58-2459561

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

100 Verdae Boulevard, Greenville, SC

 

29607

(Address of principal executive offices)

 

(Zip Code)


 

864-679-9000

 

 

(Telephone Number)

 


Securities registered pursuant to Section 12(b) of the Act:


 

Title of class

 

Name of each exchange on which registered

 

 

Common Stock

 

The NASDAQ Global Market

 


Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨   No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x    No ¨


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will  not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨    Accelerated filer ¨    Non-accelerated filer ¨ Smaller Reporting Company x


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨   No x


The aggregate market value of the common equity held by non-affiliates of the registrant as of June 30, 2012 (based on the average bid and ask price of  the Common Stock as quoted on the NASDAQ Global Market on June 30, 2012), was $27,750,176.


4,257,387 shares of the registrant’s common stock were outstanding as of February 27, 2013.


DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant’s Proxy Statement relating to the Annual Meeting of Shareholders to be held on May 21, 2013 are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.



 

 

EXPLANATORY NOTE

 

Southern First Bancshares Inc. is filing this Amendment No. 1 (this “Amendment No. 1”) to our Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), originally filed with the Securities and Exchange Commission on March 5, 2013, for the sole purpose of furnishing the Interactive Data File with detailed note tagging as Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 provides the financial statements and related notes in the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). This exhibit was inadvertently omitted from the originally filed Form 10-K as a result of an error on the part of Southern First Bancshares, Inc.'s third party financial printer in charge of the EDGAR submission.

 

No other changes have been made to the Form 10-K.  This Amendment No. 1 does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way the disclosures made in the original Form 10-K filed on March 5, 2013.





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PART III

 

Item 15. Exhibits, Financial Statement Schedules


 

(a)(3)

Exhibits

 

 

See the “Exhibit Index” immediately following the signature page of this report.


SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


SOUTHERN FIRST BANCSHARES, INC.



Date:   March 5, 2013

By:

 

/s/R. Arthur Seaver, Jr.

 

 

 

Chief Executive Officer




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EXHIBIT INDEX

1.1

Underwriting Agreement for 17,299 Preferred Shares, dated June 27, 2012, among Southern First Bancshares, Inc, Southern First Bank, the United States Department of the Treasury, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O’Neill & Partners, L.P. and the other several Underwriters named in Schedule A thereto (incorporated by reference to Exhibit 1.1 of the Company’s Form 8-K filed July 3, 2012).

 

3.1

Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form SB-2, File No. 333-83851).

 

3.2

Articles of Amendment to the Articles of Incorporation establishing the terms of the Series T Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 3, 2009).

 

3.3

Amended and Restated Bylaws dated March 18, 2008 (incorporated by reference to Exhibit 3.4 of the Company’s Form 10-K filed March 24, 2008).

 

4.1

See Exhibits 3.1, 3.2 and 3.3 for provisions in Southern First Bancshares’s Articles of Incorporation and Bylaws defining the rights of holders of the common stock and the Series T Preferred Stock.

 

4.2

Form of certificate of common stock (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form SB-2, File No. 333-83851).

 

4.3

Form of Series T Preferred Stock Certificate (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed March 3, 2009).*

 

10.1

2000 Greenville First Bancshares, Inc. Stock Incentive Plan and Form of Option Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-QSB for the period ended March 31, 2000).*

 

10.2

Sublease Agreement between Greenville First Bank, N.A. and Augusta Road Holdings, LLC dated February 26, 2004 (incorporated by reference to Exhibit 10.6 of the Company’s Form 10-QSB for the period ended June 30, 2004).

 

10.3

Bonaventure I Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q for the period ended September 30, 2005).

 

10.4

First Amendment to Office Lease Agreement with Greenville First Bank, N.A., dated September 20, 2005 (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q for the period ended September 30, 2005).

 

10.5

Employment Agreement by and between Southern First Bancshares, Inc. with R. Arthur Seaver, Jr. dated December 17, 2008 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed December 23, 2008).*

 

10.6

Employment Agreement by and between Southern First Bancshares, Inc. with F. Justin Strickland dated December 17, 2008 (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed December 23, 2008).*

 

10.7

Employment Agreement by and between Southern First Bancshares, Inc. with Frederick Gilmer, III dated December 17, 2008 (incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K filed December 23, 2008).*

 

10.8

Employment Agreement by and between Southern First Bancshares, Inc. Michael D. Dowling dated October 2, 2012 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 3, 2012).*

 

10.9

Form of Split Dollar Agreement between certain executives and Southern First Bancshares, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed February 18, 2009).*



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10.10

First Amendment to the Southern First Bancshares 2000 Stock Incentive Plan, adopted October 21, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed for the period ended September 30, 2008).*

 

10.11

Form of Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed December 23, 2008).*

 

10.12

Form of First Amendment to Southern First Bank, N.A. Salary Continuation Agreement dated December 17, 2008 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed December 23, 2008).*

 

21

Subsidiaries.**

 

23

Consent of Independent Public Accountants.**

 

24

Power of Attorney (contained as part of the signature pages to our Annual Report on Form 10-K filed March 5, 2013).

 

31.1

Rule 13a-14(a) Certification of the Principal Executive Officer.

 

31.2

Rule 13a-14(a) Certification of the Principal Financial Officer.

 

32

Section 1350 Certifications of the Principal Executive Officer and Principal Financial Officer.

 

99.1

Certification of the Chief Executive Officer Pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008.

 

99.2

Certification of the Principal Financial Officer Pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008.

 

101

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in eXtensible Business Reporting Language (XBRL); (i) the Consolidated Balance Sheets at December 31, 2012 and December 31, 2011, (ii) Consolidated Statements of Income (Loss) for the years ended December 31, 2012, 2011, and 2010, (iii) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2012, 2011, and 2010, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010, and (iv) Notes to Consolidated Financial Statements.(1)

__________

*        Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Annual Report on Form 10-K.


**

Previously filed as an exhibit to our Annual Report on Form 10-K filed March 5, 2013.


(1)

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.







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