UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] Annual Report Pursuant To Section 13 Or 15(d)of The Securities Exchange
Act Of 1934 For The Fiscal Year December 31, 2002.
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 333-83851
Greenville First Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 58-2459561
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(State of Incorporation) (I.R.S. Employer Identification No.)
112 Haywood Road
Greenville , S.C. 29607
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(Address of principal (Zip Code)
executive offices)
864-679-9000
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(Telephone Number)
Not Applicable
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(Former name, former address
and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 past 90 days.
Yes X No
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Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [X]
The issuer's revenue for its most recent fiscal year was $8,673,081. As
of March 20, 2002, 1,150,000 shares of Common Stock were issued and outstanding.
The estimated aggregate market value of the Common Stock held by
non-affiliates (shareholders holding less than 5% of an outstanding class of
stock, excluding directors and executive officers) of the Company on March 20,
2002 is $11,265,450. This calculation is based upon an estimate of the fair
market value of the Common Stock of $14.00 per share, which was the price of the
last trade of which management is aware prior to this date.
Transitional Small Business Disclosure Format. (Check one): Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE
Company's Proxy Statement for the 2002 Annual Meeting of Shareholders Part III
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.
GREENVILLE FIRST BANCSHARES, INC..
Date: March 28, 2003 By: /s/ R. Arthur Seaver, Jr.
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President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant in the capacities and on
the dates indicated.
Signature Title Date
*
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James M. Austin, III Chief Financial Officer,
Principal Financial and
Accounting Officer
*
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Andrew B. Cajka Director
*
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Mark A. Cothran Director
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Leighton M. Cubbage Director
*
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David G. Ellison Director
*
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Anne S. Ellefson Director
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Tecumseh Hooper, Jr. Director
*
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Rudolph G. Johnstone, III, M.D. Director
*
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Keith J. Marrero Director
*
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James B. Orders, III Director, Chairman
*
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William B. Sturgis Director
/s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr. Director, Chief Executive March 28, 2003
Officer and President
(principal executive officer)
*
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Fred Gilmer, Jr. Director, Senior Vice-
President
/s/ R. Arthur Seaver, Jr. March 28, 2003
----------------------------
R. Arthur Seaver, Jr.
As Attorney - In - Fact
2
CEO Certification
I, R. Arthur Seaver, Jr., certify that:
1. I have reviewed this annual report on Form 10-KSB of Greenville First
Bancshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 26, 2003 By: /s/ R. Arthur Seaver, Jr.
-------------------------------------
R. Arthur Seaver, Jr.
President and Chief Executive Officer
3
CFO Certification
I, James M. Austin, III, certify that:
1. I have reviewed this annual report on Form 10-QSB of Greenville First
Bancshares, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiary, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 26, 2003 By: /s/ James M. Austin, III
--------------------------
James M. Austin, III
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
3.1. Articles of Incorporation, as amended (incorporated by reference to
Exhibit 3.1 of the Registration Statement on Form SB-2,
File No. 333-83851).
3.2. Bylaws (incorporated by reference to Exhibit 3.2 of the Registration
Statement on Form SB-2, File No. 333-83851).
4.1. See Exhibits 3.1 and 3.2 for provisions in Greenville First
Bancshares's Articles of Incorporation and Bylaws defining the rights
of holders of the common stock (incorporated by reference to Exhibit
4.1 of the Registration Statement on Form SB-2, File No. 333-83851).
4.2. Form of certificate of common stock (incorporated by reference to
Exhibit 4.2 of the Registration Statement on Form SB-2,
File No. 333-83851).
10.1. Employment Agreement dated July 27, 1999 between Greenville First
Bancshares and Art Seaver (incorporated by reference to Exhibit 10.1 of
the Registration Statement on Form SB-2, File No. 333-83851).
10.2. Lease Agreement between Greenville First Bank and Halton Properties,
LLC, formerly Cothran Properties, LLC (incorporated by reference to
Exhibit 10.2 of Form 10-k filed on March 28, 2000).
10.3 Data Processing Services Agreement dated June 28, 1999 between
Greenville First Bancshares and the Intercept Group (incorporated by
reference to Exhibit 10.3 of the Registration Statement on Form SB-2,
File No. 333-83851).
10.4 Form of Stock Warrant Agreement (incorporated by reference to Exhibit
10.4 of the Registration Statement on Form SB-2, File
No. 333-83851).
10.5 Promissory Note dated February 22, 1999 from Greenville First
Bancshares, Inc. in favor of John J. Meindl, Jr. (incorporated
by reference to Exhibit 10.5 of the Registration Statement on
Form SB-2, File No. 333-83851).
10.6 Standard Form of Agreement between Greenville First Bancshares,
Inc. and AMI Architects (incorporated by reference to
Exhibit 10.2 of Form 10-k filed on March 28, 2000).
21.1. Subsidiaries of the Company (incorporated to Exhibit 21.1 to the
Company's Form 10-KSB for the period ended December 31, 2002).
24 Power of Attorney (incorporated to Exhibit 24 to the Company's
Form 10-KSB for the period ended December 31, 2002).