UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
report (Date of earliest event reported): November 16, 2006
SCBT
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
SOUTH
CAROLINA
(State
or other jurisdiction of
incorporation)
|
001-12669
(Commission
File Number)
|
57-0799315
(IRS
Employer
Identification
No.)
|
|
520
GERVAIS STREET
COLUMBIA,
SOUTH CAROLINA
(Address
of principal executive offices)
|
29201
(Zip
Code)
|
(800)
277-2175
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
November 16, 2006, SCBT Financial Corporation approved an amended and restated
deferred income plan applicable to selected members of its senior management
group, including executive officers, and/or other highly compensated employees
and an amended and restated deferred income plan applicable to its non-employee
board directors. We amended and restated both deferred income plans, effective
as of January 1, 2005, to conform to the requirements of Section 409A of the
amended Internal Revenue Code of 1986, as enacted by the American Jobs Creation
Act of 2004.
Deferred
Income Plan
We
make
available to selected members of our senior management group, including
executive officers, and/or other highly compensated employees the opportunity
to
elect to defer current compensation for retirement income or other future
financial needs. Only eligible employees, as approved by the compensation
committee of our board of directors, may participate in the plan. The plan
is a
nonqualified or “unfunded” deferred compensation plan that is designed to be
exempt from certain ERISA requirements as a plan that covers a select group
of
management and highly compensated employees. Each year, participants can choose
to have their compensation for the upcoming year reduced by a certain whole
percentage amount ranging between 5% and 100%. Deferrals are recorded in a
bookkeeping account which is adjusted to reflect hypothetical investment
earnings and losses of investment funds selected by the plan participant among
those offered pursuant to the plan. Payments made under the plan will be made
from the general assets of SCBT and will be subject to claims of its creditors.
Amounts deferred under the plan will generally be subject to income tax in
the
year in which received, but are subject to employment taxes in the year of
deferral. The above summary of the amended and restated Deferred Income Plan
is
qualified in its entirety by reference to the provisions of the amended and
restated Deferred Income Plan, which is attached as Exhibit 10.1 and
incorporated by reference herein.
Non-Employee
Directors Deferred Income Plan
We
make
available to our non-employee directors the opportunity to elect to defer
retainers and meeting fees that would otherwise be payable in cash for services
as a member of our board. Any non-employee director can choose to participate
in
the plan by filing a written deferral election form with the plan administrator.
The participant can elect to defer all or a portion of the cash retainers and
fees that would otherwise be payable with respect to the plan year. Deferrals
are recorded in a bookkeeping account which is adjusted to reflect hypothetical
investment earnings and losses of investment funds selected by the plan
participant among those offered pursuant to the plan. Payments made under the
plan will be made from the general assets of SCBT and will be subject to claims
of its creditors. Amounts deferred under the plan will generally be subject
to
income tax in the year in which received. The above summary of the amended
and
restated Non-Employee Directors Deferred Income Plan is qualified in its
entirety by reference to the provisions of the amended and restated Non-Employee
Directors Deferred Income Plan, which is attached as Exhibit 10.2 and
incorporated by reference herein.
Cautionary
Note Regarding Any Forward-Looking Statements
Statements
included in this Current Report on Form 8-K (including information incorporated
by reference herein) which are not historical in nature are intended to be,
and
are hereby identified as, forward-looking statements for purposes of the safe
harbor provided by Section 21E of the Securities and Exchange Act of 1934,
as
amended. SCBT Financial Corporation cautions readers that forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from forecasted results. Such risks and
uncertainties, include, among others, the following possibilities: (1) credit
risk associated with an obligor's failure to meet the terms of any contract
with
the bank or otherwise fail to perform as agreed; (2) interest risk involving
the
effect of a change in interest rates on both the bank's earnings and the market
value of the portfolio equity; (3) liquidity risk affecting the bank's ability
to meet its obligations when they come due; (4) price risk focusing on changes
in market factors that may affect the value of traded instruments in
"mark-to-market" portfolios; (5) transaction risk arising from problems with
service or product delivery; (6) compliance risk involving risk to earnings
or
capital resulting from violations of or nonconformance with laws, rules,
regulations, prescribed practices, or ethical standards; (7) strategic risk
resulting from adverse business decisions or improper implementation of business
decisions; and (8) reputation risk that adversely effects earnings or capital
arising from negative public opinion; and (9) terrorist activities risk that
results in loss of consumer confidence and economic disruptions.
2
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No. Description
| 10.1 |
Amended
and Restated Deferred Income Plan
|
| 10.2 |
Amended
and Restated Non-Employee Directors Deferred Income
Plan
|
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
SCBT
FINANCIAL CORPORATION
(Registrant)
Date:
November
22, 2006 /s/
Richard C. Mathis
Executive
Vice President and
Chief
Financial Officer
4
Exhibit
Index
Exhibit
No. Description
| 10.1 |
Amended
and Restated Deferred Income Plan
|
| 10.2 |
Amended
and Restated Non-Employee Directors Deferred Income
Plan
|
5