|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 Grandsouth Bancorporation 10-K 12/31/21 133:18M 2ENGAGE/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.93M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 46K
3: EX-4.4 Instrument Defining the Rights of Security Holders HTML 30K
4: EX-21.1 Subsidiaries List HTML 30K
5: EX-23.1 Consent of Expert or Counsel HTML 29K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
14: R1 Cover HTML 91K
15: R2 Consolidated Balance Sheets HTML 128K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
17: R4 Consolidated Statements of Income HTML 153K
18: R5 Consolidated Statements of Comprehensive Income HTML 63K
19: R6 Consolidated Statements of Changes in HTML 80K
Shareholders' Equity
20: R7 Consolidated Statements of Changes in HTML 34K
Shareholders' Equity (Parenthetical)
21: R8 Consolidated Statements of Cash Flows HTML 155K
22: R9 Organization and Basis of Presentation HTML 34K
23: R10 Summary of Significant Accounting Policies HTML 79K
24: R11 Investments HTML 194K
25: R12 Loans Receivable HTML 64K
26: R13 Allowance for Loan Losses HTML 561K
27: R14 Concentrations of Credit Risk HTML 51K
28: R15 Premises and Equipment HTML 48K
29: R16 Reo HTML 45K
30: R17 Boli HTML 41K
31: R18 Deposits HTML 62K
32: R19 Borrowings HTML 72K
33: R20 Subordinated Debentures HTML 41K
34: R21 Commitments and Contingencies HTML 35K
35: R22 Employee Benefit Plans HTML 35K
36: R23 Post-Employment Benefits HTML 46K
37: R24 Share-Based Compensation HTML 114K
38: R25 Income Taxes HTML 99K
39: R26 Earnings Per Share HTML 58K
40: R27 Accumulated Other Comprehensive Income HTML 67K
41: R28 Reportable Segments HTML 100K
42: R29 Regulatory Matters HTML 124K
43: R30 Fair Value Disclosures HTML 264K
44: R31 Leases HTML 77K
45: R32 Related Party Transactions HTML 37K
46: R33 Subsequent Events HTML 34K
47: R34 Parent Company Financial Information HTML 109K
48: R35 Summary of Significant Accounting Policies HTML 130K
(Policies)
49: R36 Investments (Tables) HTML 246K
50: R37 Loans Receivable (Tables) HTML 61K
51: R38 Allowance for Loan Losses (Tables) HTML 933K
52: R39 Concentrations of Credit Risk (Tables) HTML 51K
53: R40 Premises and Equipment (Tables) HTML 47K
54: R41 Reo (Tables) HTML 44K
55: R42 Boli (Tables) HTML 40K
56: R43 Deposits (Tables) HTML 63K
57: R44 Borrowings (Tables) HTML 66K
58: R45 Post-Employment Benefits (Tables) HTML 43K
59: R46 Share-Based Compensation (Tables) HTML 119K
60: R47 Income Taxes (Tables) HTML 103K
61: R48 Earnings Per Share (Tables) HTML 55K
62: R49 Accumulated Other Comprehensive Income (Tables) HTML 103K
63: R50 Reportable Segments (Tables) HTML 95K
64: R51 Regulatory Matters (Tables) HTML 210K
65: R52 Fair Value Disclosures (Tables) HTML 243K
66: R53 Leases (Tables) HTML 77K
67: R54 Parent Company Financial Information (Tables) HTML 115K
68: R55 Summary of Significant Accounting Policies HTML 39K
(Details Narrative)
69: R56 Investments (Details) HTML 59K
70: R57 Investments (Details 2) HTML 73K
71: R58 Investments (Details 3) HTML 53K
72: R59 Investments (Details 4) HTML 36K
73: R60 Investments (Details 5) HTML 59K
74: R61 Investments (Details 6) HTML 40K
75: R62 Investments (Details Narrative) HTML 37K
76: R63 Loans Receivable (Details) HTML 69K
77: R64 Allowance for Loan Losses (Details) HTML 103K
78: R65 Allowance for Loan Losses (Details 2) HTML 119K
79: R66 Allowance for Loan Losses (Details 3) HTML 102K
80: R67 Allowance for Loan Losses (Details 4) HTML 92K
81: R68 Allowance for Loan Losses (Details 5) HTML 52K
82: R69 Allowance for Loan Losses (Details 6) HTML 60K
83: R70 Allowance for Loan Losses (Details 7) HTML 38K
84: R71 Loans Receivable (Details Narrative) HTML 41K
85: R72 Concentrations of Credit Risk (Details) HTML 49K
86: R73 Concentrations of Credit Risk (Details Narrative) HTML 35K
87: R74 Premises and Equipment (Details) HTML 48K
88: R75 Premises and Equipment (Details Narrative) HTML 32K
89: R76 Reo (Details) HTML 39K
90: R77 Boli (Details) HTML 35K
91: R78 Deposits (Details) HTML 51K
92: R79 Deposits (Details 2) HTML 43K
93: R80 Deposits (Details Narrative) HTML 29K
94: R81 Borrowings (Details) HTML 52K
95: R82 Borrowings (Details 2) HTML 42K
96: R83 Borrowings (Details Narrative) HTML 37K
97: R84 Subordinated Debentures (Details Narrative) HTML 53K
98: R85 Commitments and Contingencies (Details Narrative) HTML 33K
99: R86 Employee Benefit Plans (Details Narrative) HTML 32K
100: R87 Post-Employment Benefits (Details) HTML 38K
101: R88 Post-Employment Benefits (Details Narrative) HTML 31K
102: R89 Share-Based Compensation (Details) HTML 67K
103: R90 Share-Based Compensation (Details 2) HTML 73K
104: R91 Share-Based Compensation (Details 3) HTML 44K
105: R92 Share-Based Compensation (Details Narrative) HTML 35K
106: R93 Income Taxes (Details) HTML 54K
107: R94 Income Taxes (Details 2) HTML 54K
108: R95 Income Taxes (Details 3) HTML 69K
109: R96 Income Taxes (Details Narrative) HTML 32K
110: R97 Earnings Per Share (Details) HTML 75K
111: R98 Earnings Per Share (Details Narrative) HTML 35K
112: R99 Accumulated Other Comprehensive Income (Details) HTML 48K
113: R100 Accumulated Other Comprehensive Income (Details 2) HTML 37K
114: R101 Reportable Segments (Details) HTML 89K
115: R102 Regulatory Matters (Details) HTML 93K
116: R103 Fair Value Disclosures (Details) HTML 93K
117: R104 Fair Value Disclosures (Details 2) HTML 50K
118: R105 Fair Value Disclosures (Details 3) HTML 90K
119: R106 Fair Value Disclosures (Details 4) HTML 55K
120: R107 Fair Value Disclosures (Details 5) HTML 88K
121: R108 Leases (Details) HTML 41K
122: R109 Leases (Details 2) HTML 85K
123: R110 Leases (Details Narrative) HTML 44K
124: R111 Related Party Transactions (Details Narrative) HTML 48K
125: R112 Subsequent Events (Details Narrative) HTML 35K
126: R113 Parent Company Financial Information (Details) HTML 66K
127: R114 Parent Company Financial Information (Details 2) HTML 65K
128: R115 Parent Company Financial Information (Details 3) HTML 101K
131: XML IDEA XML File -- Filing Summary XML 246K
129: XML XBRL Instance -- e22170_grrb-10k_htm XML 5.88M
130: EXCEL IDEA Workbook of Financial Reports XLSX 174K
10: EX-101.CAL XBRL Calculations -- grrb-20211231_cal XML 259K
11: EX-101.DEF XBRL Definitions -- grrb-20211231_def XML 824K
12: EX-101.LAB XBRL Labels -- grrb-20211231_lab XML 1.46M
13: EX-101.PRE XBRL Presentations -- grrb-20211231_pre XML 1.38M
9: EX-101.SCH XBRL Schema -- grrb-20211231 XSD 242K
132: JSON XBRL Instance as JSON Data -- MetaLinks 556± 762K
133: ZIP XBRL Zipped Folder -- 0001552781-22-000295-xbrl Zip 422K
Exhibit 4.3
DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12
OF THE SECURITIES EXCHANGE ACT OF 1934
References to “we,” “us,” or “our” and the “Company” refer to GrandSouth Bancorporation, a South Carolina corporation.
This summary does not purport to be complete and is subject to and is qualified in its entirety by reference to our articles of incorporation, as amended (“Articles of Incorporation”), and our amended and restated bylaws (“Bylaws”), each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) of which this Exhibit 4.3 is a part. We encourage you to read our Articles of Incorporation and Bylaws, and the applicable provisions of the South Carolina Business Corporation Act (the “SCBCA”).
General
Our Articles of Incorporation authorize the issuance of capital stock consisting of 20,000,000 shares of common stock, no par value per share, and 20,000,000 shares of preferred stock, no par value per share. This Exhibit 4.3 only applies to our common stock; however, our common stock is subject to certain preferential rights of our preferred stock as described in the Articles of Incorporation.
Pursuant to the provisions of the SCBCA, any outstanding shares of capital stock of the Company reacquired by it would be considered authorized but unissued shares. The authorized but unissued shares of our common stock and preferred stock are available for general purposes, including, but not limited to, the possible issuance as stock dividends, use in connection with mergers or acquisitions, cash dividend reinvestments, stock purchase plans, public or private offerings, or our equity compensation plans. Except as may be required to approve a merger or other transaction in which additional authorized shares of common stock would be issued, no shareholder approval will be required for the issuance of these shares.
Common Stock
General
Each share of our common stock has the same relative rights as, and is identical in all respects to, each other share of common stock. All outstanding shares of our common stock are fully paid and nonassessable. Our common stock is quoted on OTC Markets Group’s QTCQX Best Market tier under the symbol “GRRB.”
Voting Rights
Each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of common shareholders, including the election of directors. The holders of our common stock possess exclusive voting power, except as otherwise provided by law or by articles of amendment establishing any additional series of our preferred stock.
There is no cumulative voting in the election of directors. The holders of a majority of the votes cast by our common shareholders can elect all of the directors then standing for election by the common shareholders. When a quorum is present at any meeting, questions brought before the meeting will be decided by the vote of the holders of a majority of the shares present and voting on such matter, whether in person or by proxy, except when the meeting concerns matters requiring the vote of a greater number of affirmative votes under applicable South Carolina law or our Articles of Incorporation. Our Articles of Incorporation and Bylaws provide certain provisions that may limit shareholders’ ability to effect a change in control as described below under the section entitled “Anti-Takeover Effects of Certain Articles of Incorporation and Bylaws Provisions.”
C:Dividends, Liquidation and Other Rights
We can pay dividends if, as and when declared by our board of directors, subject to compliance with limitations imposed by law. Holders of shares of common stock are entitled to receive dividends only when, as and if approved by our board of directors from funds legally available for the payment of dividends. The holders of our preferred stock have priority over the holders of common stock with respect to dividends as described in our Articles of Incorporation in that the preferred shareholders are entitled to receive dividends in a per share amount equal to 105% of that declared on the shares of common stock.
Our shareholders are entitled to share ratably in our assets legally available for distribution to our shareholders in the event of our liquidation, dissolution or winding up, voluntarily or involuntarily, after payment of, or adequate provision for, all of our known debts and liabilities. These rights are subject to the preferential rights of any series of our preferred stock that may then be outstanding.
Holders of our shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights and have no preemptive rights to subscribe for any of our securities. Our board of directors may issue additional shares of our common stock without the approval of our shareholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, located at 1 State Street 30th Floor, New York, NY 10004-1561.
Anti-Takeover Effect of Certain Articles of Incorporation and Bylaws Provisions
Our Articles of Incorporation and Bylaws, in addition to the SCBCA, contain certain provisions that make it more difficult to acquire control of us by means of a tender offer, open market purchase, a proxy fight or otherwise. Several of these provisions are designed to encourage persons seeking to acquire control of us to negotiate with our board of directors. We believe that, as a general rule, the interests of our shareholders would be best served if any change in control results from negotiations with our board of directors.
The following description of certain provisions of our Articles of Incorporation and Bylaws that may have anti-takeover effects is a summary only and is subject to, and is qualified by reference to, applicable provisions of our Articles of Incorporation and our Bylaws as well as applicable provisions of the SCBCA.
Factors to be Considered in Certain Transactions
Our Articles of Incorporation require our board of directors, when considering whether a proposed plan of merger, consolidation, exchange, or sale of all, or substantially all, of the assets of the Company, to consider the interests of the Company’s employees and the communities in which the Company and its subsidiaries do business in addition to the interests of the Company’s shareholders.
Authorized but Unissued Preferred Stock
The authorization of the preferred stock could have the effect of making it more difficult or time-consuming for a third party to acquire a majority of our outstanding voting stock or otherwise effect a change of control. Shares of the preferred stock may also be sold to third parties that indicate that they would support the board of directors in opposing a hostile takeover bid. The availability of the preferred stock could have the effect of delaying a change of control and of increasing the consideration ultimately paid to our shareholders. Our board of directors may authorize the issuance of preferred stock for capital-raising activities, acquisitions, joint ventures or other corporate purposes that have the effect of making an acquisition of us more difficult or costly, as could also be the case if the board of directors were to issue additional common stock for such purposes.
Supermajority Shareholder Approval Required for Certain Transactions
Our Articles of Incorporation provide that any plan of merger, consolidation or exchange or any plan for the sale of all or substantially all of the assets of the Company that has not been adopted by at least two-thirds of the full board of directors must be approved by the affirmative vote of holders of 80% of the outstanding shares of the Company.
C:| C: 2 |
Business Combinations with Interested Shareholders
The South Carolina business combination statute provides that a 10% or greater shareholder of a South Carolina corporation cannot engage in a “business combination” (as defined in the statute) with such corporation for a period of two years following the date on which the 10% shareholder became such, unless the business combination or the acquisition of shares is approved by a majority of the disinterested members of such corporation’s board of directors before the 10% shareholder’s share acquisition date. This statute further provides that at no time (even after the two-year period subsequent to such share acquisition date) may the 10% shareholder engage in a business combination with the relevant corporation unless certain approvals of the board of directors or disinterested shareholders are obtained or unless the consideration given in the combination meets certain minimum standards set forth in the statute. This law is very broad in its scope and is designed to inhibit unfriendly acquisitions, but it does not apply to corporations whose articles contain a provision electing not to be covered by the law. Our Articles of Incorporation do not contain such a provision and, in fact, expressly provide that the business combination statute applies to the Company, but our Articles of Incorporation could be amended to include such an opt-out provision.
Advance Notice Requirement for Shareholder Proposals and Director Nominations
Our Bylaws establish advance notice procedures with regard to shareholder proposals, generally providing that, in connection with an annual meeting of shareholders, a shareholder must submit notice of such shareholder’s proposal not less than 30 or more than 60 days in advance of the annual meeting. In connection with any such notice, a shareholder must provide certain information, including: (i) a description of the business desired to be brought before the annual meeting (including the specific proposal(s) to be presented) and the reasons for conducting such business at the annual meeting; (ii) the name and record address of the shareholder proposing such business; (iii) the class and number of shares of the Company that are owned of record, and the class and number of shares of the Company that are held beneficially, but not held of record, by the shareholder as of the record date for the meeting, if such date has been made publicly available, or as of a date within ten days of the effective date of the notice by the shareholder if the record date has not been made publicly available; and (iv) any interest of the shareholder in such business. We may reject a shareholder proposal that is not made in accordance with the procedures set forth in our Bylaws. These provisions could reduce the likelihood that a third party would propose business to be brought before an annual meeting.
Our Bylaws also establish advance notice procedures with regard to shareholder director nominations, providing that such nominations must be made in writing to the secretary of the Company no later than 90 days in advance of the annual meeting. Each such notice must set forth: (i) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (ii) a representation that the shareholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (iv) such other information regarding each nominee proposed by such shareholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, had the nominee been nominated, or intended to be nominated, by the board of directors; and (v) the consent of each nominee to serve as a director of the Company if so elected. We may reject a shareholder director nomination that is not made in accordance with the procedures set forth in our Bylaws. These provisions could reduce the likelihood that a third party would nominate and elect individuals to serve on our board of directors.
Exclusive Forum Provision
Our Bylaws contain an exclusive forum provision. Under such provision, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or its shareholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the South Carolina Business Corporation Act or our Articles of Incorporation or Bylaws (as either may be amended from time to time), or (iv) any action asserting a claim against the Company or any director or officer or other employee of the Company governed by the internal affairs doctrine shall be the United States District Court for the District of South Carolina, Greenville Division (or, if such court shall not have jurisdiction a state court located within the State of South Carolina). This exclusive forum bylaw is intended to assist us in avoiding costly and unnecessary sometimes lawyer-driven litigation, where multiple lawsuits are being filed in multiple jurisdictions regarding the same matter. By limiting the ability of third parties and our shareholders to file lawsuits relating to intra-corporate disputes in the forum of their choosing, this exclusive forum bylaw could increase the costs to a plaintiff of bringing such a lawsuit and could have the effect of deterring such lawsuits, which could include potential takeover-related lawsuits. This exclusive forum bylaw does not apply to actions arising under the Securities Act or Exchange Act and we will provide investors written disclosure confirming that this provision does not apply to such actions in future periodic filings with the SEC.
| 3 |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/31/22 | 10-Q | ||
| For Period end: | 12/31/21 | 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/23/22 First Bancorp/NC 424B3 1:2.1M Toppan Merrill/FA 9/23/22 Grandsouth Bancorporation DEFM14A 1:2.7M Toppan Merrill/FA 9/19/22 First Bancorp/NC S-4/A 10:2.9M Toppan Merrill/FA 8/26/22 First Bancorp/NC S-4 5:2.3M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/06/22 Grandsouth Bancorporation 8-K:5,9 12/31/21 11:343K 2ENGAGE/FA 8/30/21 Grandsouth Bancorporation S-8 8/30/21 4:193K 2ENGAGE/FA 3/30/21 Grandsouth Bancorporation 10-12G 11:3.4M 2ENGAGE/FA 2/12/10 Grandsouth Bancorporation 8-K:5 2/12/10 2:8K Sinkler & Boyd P A/FA 12/14/09 Grandsouth Bancorporation 8-K:1,3,5,912/08/09 6:197K Sinkler & Boyd P A/FA 1/12/09 Grandsouth Bancorporation 8-K:1,3,5,9 1/06/09 7:249K Sinkler & Boyd P A/FA 11/13/00 Grandsouth Bancorporation 8-A12G 3:41K Sinkler & Boyd P A/FA |