As filed with the Securities and Exchange Commission on
___________, 1996 Registration No. _______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRST GEORGIA COMMUNITY CORP.
(Name of Small Business Issuer in its Charter)
GEORGIA 6712 58-2261088
(State or other juris- (Primary Standard I.R.S. Employer
diction of incorporation Industrial Classi- Identification
or organization) sification Code No.)
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
(770) 504-1090
________________________________________________________________
(Address and telephone number of principal executive offices
including zip code)
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
(770) 504-1090
_________________________________________________
(Address of principal place of business or
intended principal place of business)
Copy to:
John L. Coleman T. Treadwell Syfan
150 Covington Street Stewart, Melvin & Frost, LLP
P. O. Box 1534 200 Main Street
Jackson, Georgia 30233 P. O. Box 3280
(770) 504-1090 Gainesville, Georgia 30503
(770) 563-0101
(Name, address and
telephone number, of
agent for service)
Approximate date of proposed sale to the public; As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
number of the earlier effective registration statement for the
same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check this following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE:
<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
Each Class Registered Maximum Maximum Registration
of Securities Offering Aggregate Fee
to be Price Per Offering
Registered Unit Price
Common Stock 700,000 Shares $10.00 $7,000,000 $2,413.79
$5.00 par value
</TABLE>
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Exhibit Index on page ______ Page 1 of ______
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
CROSS-REFERENCE SHEET
Registration Statement Item Caption in Prospectus
Number and Heading
1. Front of the Registration Statement
and Outside Front Cover Page
of Prospectus Cover page; Outside Front
Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus Inside Front Cover Page of
Prospectus; Additional
Information; Outside Back
Cover Page of Prospectus
3. Summary Information and Risk
Factors Summary; Risk Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering
Price Risk Factors
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Terms of the Offering
9. Legal Proceedings Not Applicable
10. Directors, Executive Officers,
Promoters and Control Persons Management - Proposed Directors
and Officers
11. Securities Ownership of Certain
Beneficial Owners and
Management Management - Proposed Directors
and Officers
12. Description of the Securities Dividends; Description of Common
Stock of the Company; Certain
Provisions of the Company's
Articles of Incorporation and
Bylaws
13. Interests of Named Experts and
Counsel Not Applicable
14. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities Certain Provisions of the
Company's Articles of
Incorporation and Bylaws
Indemnification
15. Organization Within Last Five
Years Management
16. Description of Business Summary; Business; Supervision
and Regulation
<PAGE>
Registration Statement Item
and Heading Caption in Prospectus
17. Management's Discussion and Analysis
or Plan of Operation Business
18. Description of Property Business - Facilities
19. Certain Relationships and Related
Transactions Management- Certain
Transactions
20. Market for Common Equity and
Related Stockholder Matters Description of Common Stock
of the Company
21. Executive Compensation Management
22. Financial Statements Balance Sheet of First
Georgia Community Corp.
23. Changes in and Disagreement With
Accountants on Accounting and
Financial Disclosure Not Applicable
<PAGE>
PROSPECTUS
FIRST GEORGIA COMMUNITY CORP.
A Proposed Bank Holding Company for
FIRST GEORGIA COMMUNITY BANK (In Organization)
700,000 Shares of Common Stock
(Par Value $5.00 Per Share)
(Minimum Purchase: 100 Shares)
This Prospectus relates to the offering by FIRST GEORGIA
COMMUNITY CORP., a Georgia corporation (the "Company"), of a
minimum of 510,000 shares and a maximum of 700,000 shares of its
Common Stock, $5.00 par value per share (the "Common Stock"), at
$10.00 per share. The Company has been organized to hold, upon
receipt of regulatory approvals, all of the common stock of First
Georgia Community Bank (In Organization) (the "Bank"), Jackson,
Georgia. The organizers (the directors) of the Company and the
Bank intend to subscribe for an aggregate of at least 165,000 of
the shares of Common Stock sold in this offering (32.4% of the
minimum and 23.6% of the maximum number of shares to be sold). In
the event that the minimum number of shares in this offering are
not sold, the organizers may acquire additional shares of Common
Stock, up to a maximum aggregate number for all organizers of
250,000 shares (49% of the minimum and 35.7% of the maximum number
of shares to be sold). The organizers of the Company will not be
granted options or warrants in connection with the formation of the
Company; instead, the organizers will be entitled to purchase
shares on the same basis as all other investors. The Company and
the Bank have not conducted active business operations. The
commencement of business operations is contingent upon various
regulatory approvals by state and federal agencies and the sale of
a minimum of 510,000 shares of the Common Stock offered hereby.
All subscriptions are binding and irrevocable until the "Expiration
Date" as defined herein. In the event (a) that the Company is
unable to sell 510,000 shares of Common Stock or (b) that the
Company and the Bank do not satisfy, or do not make a determination
that they will satisfy, the conditions included in their respective
regulatory approvals, the organizers of the Company will pay all
incurred expenses, and all escrowed subscription proceeds will be
returned to investors with interest. See "THE OFFERING - Release
from Escrow" - Page _____.
INVESTMENT IN THESE SECURITIES INVOLVES A SUBSTANTIAL
DEGREE OF RISK. SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
<TABLE>
<S> <C> <C> <C>
Price to Underwriting Discounts Proceeds to
Public(1) and Commissions(2) Company(3)
Per Share $ 10.00 -0- $ 10.00
Total Minimum(4) $ 5,100,000 -0- $ 5,100,000
Total Maximum(5) $ 7,000,000 -0- $ 7,000,000
</TABLE>
(1)The offering price has been arbitrarily established by the
Company. See "RISK FACTORS - Offering Price."
(2)Offers and sales of the Common Stock will be made on behalf of
the Company on a best-efforts basis by its officers and
directors, who will receive no commissions or other remuneration
in connection with such activities, but they will be reimbursed
for their reasonable expenses incurred in the offering. In
reliance on Rule 3a4-1 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Company believes such
officers and directors will not be deemed to be brokers and/or
dealers under the Exchange Act.
(3)Before deduction of expenses payable by the Company estimated at
$35,000 for registration fees, legal and accounting fees,
printing costs and other offering expenses.
(4)Subscription proceeds will be deposited promptly in an escrow
account with SouthTrust Bank of Columbus, N.A., Columbus,
Georgia, pending receipt of subscriptions for not less than
510,000 shares and completion of certain other matters on or
before _______________, 1996, the expiration date of the
offering (unless the offering is terminated sooner or extended).
Subscription funds will be released from escrow (a) upon the
receipt of $5,100,000 of subscription proceeds and (b) upon a
determination by the organizers that the remaining conditions
set forth in the preliminary approvals issued by the applicable
regulatory agencies will be satisfied. See "THE OFFERING -
Terms of the Offering." The Company will return to each
subscriber, with interest, the amount of any proceeds received
in full with respect to subscriptions that are not accepted.
(5)The Company reserves the right to issue up to 700,000 shares at
$10.00 per share. See "THE OFFERING - Terms of the Offering."
The date of this Prospectus is____________________, 1996.
<PAGE>
REPORTS TO SHAREHOLDERS
The Company is not a reporting company as defined by the
Securities and Exchange Commission ("SEC"). The Company will
furnish its shareholders with annual reports containing audited
financial information for each fiscal year on or before the date of
the annual meeting of shareholders as required by Rule 80-6-1.05 of
the Georgia Department of Banking and Finance ("Department of
Banking"). The Company's fiscal year ends on December 31.
Additionally, the Company will also furnish such other reports as
it may determine to be appropriate or as otherwise may be required
by law.
Upon the effective date of the Registration Statement, the
Company will be subject to the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), which include
requirements to file annual reports on Form 10-K and quarterly
reports on Form 10-Q with the SEC. This reporting obligation will
exist for at least one year and will continue for fiscal years
thereafter, except that such reporting obligations may be suspended
for any subsequent fiscal year if at the beginning of such year the
Common Stock of the Company is held of record by less than three
hundred persons.
ADDITIONAL INFORMATION
The Company has filed with the SEC a Registration Statement
under the Securities Act of 1933, as amended, with respect to the
Common Stock offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement. For
further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement and the
exhibits thereto. The Registration Statement may be examined at,
and copies of the Registration Statement may be obtained at
prescribed rates from, the Public Reference Section of the SEC,
Room 1024, 450 Fifth Street, N.W., Washington, DC 20549.
The Company and the Organizers have filed or will file various
applications with the Federal Deposit Insurance Corporation, the
Federal Reserve Bank of Atlanta and the Department of Banking.
Prospective investors should rely only on information contained in
this Prospectus and in the Company's related Registration Statement
in making an investment decision. To the extent that other
available information not presented in this Prospectus, including
information available from the Company and information in public
files and records maintained by the Federal Deposit Insurance
Corporation, the Federal Reserve Bank of Atlanta and the Department
of Banking, is inconsistent with information presented in this
Prospectus or provides additional information, such other
information is superseded by the information presented in this
Prospectus and should not be relied on. Projections appearing in
the applications are based on assumptions that the organizers
believe are reasonable, but as to which no assurances can be made.
The Company specifically disaffirms those projections for purposes
of this Prospectus and cautions prospective investors against
placing reliance on them for purposes of making an investment
decision.
SUMMARY
The following Summary is qualified in its entirety by the more
detailed information appearing elsewhere in this Prospectus.
The Company
The Company was incorporated under the laws of the State of
Georgia on August 7, 1996, primarily to serve as the holding
company for a state bank and trust company. The Company is in the
process of filing applications with the Federal Reserve Bank of
Atlanta (the "Federal Reserve") for prior approval to become a bank
holding company by using the proceeds of this offering to acquire
all of the capital stock of the Bank. The organizers anticipate
receiving such approvals during ___________, 19____. Such
approvals will require the Company to sell at least 510,000 shares
of its Common Stock, but are not expected to contain other
conditions. See "RISK FACTORS - Regulatory Approvals Required."
Following acquisition of the Bank, the initial business of the
Company will be conducted through the Bank. See "BUSINESS OF THE
COMPANY AND THE BANK."
The Bank
The Bank is in the process of being organized as a state-
chartered bank and trust company under Georgia law. It has filed
an application with the Department of Banking for this purpose and
with the Federal Deposit Insurance Corporation (the "FDIC") for
deposit insurance, and such applications were approved on
___________, 1996 and September 30, 1996, respectively. The Bank
will not be authorized to conduct its banking business until it
receives a permit to begin business from the Department of Banking.
The issuance of the permit to begin business will depend, among
other things, upon the Bank's receiving $5,000,000 in capital from
the Company and upon compliance with certain standard conditions
that have been imposed by the FDIC and the Department of Banking
which are generally designed to familiarize the Bank with certain
applicable operating requirements (e.g., no directors' fees are
payable until the Bank earns a cumulative profit) and to prepare
the Bank to commence business operations (e.g., the adoption of
loan, investment and other policies to govern the Bank's
operations). The Bank expects to satisfy all conditions of each
requirement for organizing the Bank and to open for business during
the first quarter of 1997, or as soon thereafter as practicable.
See "RISK FACTORS - Regulatory Approvals Required" and "USE OF
PROCEEDS." The Bank intends to engage in a general commercial
banking business, emphasizing the banking needs of individuals and
small to medium-sized businesses in its primary service area.
See"USE OF PROCEEDS" and "BUSINESS OF THE COMPANY AND THE BANK."
The philosophy of the management of the Bank with respect to its
initial operations will be to emphasize prompt and responsive
personal service to the residents of Jackson, Georgia and the other
communities located in Butts County in order to attract customers
and acquire market share now controlled by other financial
institutions in the Bank's market area. The organizers believe
that the Bank offers the residents of Jackson and the surrounding
areas the opportunity to have an ownership interest in a community
bank, while also receiving the benefits associated with a locally
owned and managed community bank. Although other community banks
are located in the Jackson area, the Bank will be unique in that
ownership of the Company's stock will be available to residents in
the community, Through ownership in the Company, the residents of
the community will have a greater role in the development of the
Bank.
The offices of the Bank will be located at 150 Covington Street,
Jackson, Georgia 30233. The Bank's current principal executive
office is located as follows: 150 Covington Street, Jackson,
Georgia 30233 and its telephone number at that address is (770)
504-1090.
The Offering
Security Common Stock, $5.00 par value, of the Company
Offering Price $10.00 per share
Number of Shares
Offered Minimum: 510,000
Maximum: 700,000
Use of Proceeds To purchase 100% of the Common Stock of the
Bank; the remaining proceeds will be applied
to working capital and used to pay
organizational expenses of the Company and of
this offering. The Bank will use the proceeds
of this offering to pay organizational and
pre-opening expenses; to purchase a site and
furnish it for the Bank's main office; to
provide working capital to be used for
business purposes, including paying officers'
and employees' salaries, making loans and
other investments. See "USE OF PROCEEDS."
Risk Factors
Investment in the Common Stock involves a significant degree of
risk. See "RISK FACTORS."
<PAGE>
RISK FACTORS
Investment in the shares of the Common Stock offered hereby
involves a significant degree of risk. The shares of Common Stock
should be purchased by investors who can afford the loss of their
entire investment. In addition to considering factors set forth
elsewhere in this Prospectus, persons interested in purchasing
shares of the Common Stock should carefully consider the following
risks before making a decision to subscribe.
THE SHARES OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS
ASSOCIATION AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
Regulatory Approvals Required
The Company must receive the approval of the Federal Reserve and
the Department of Banking before it can become the holding company
of the Bank. Applications for such approvals have been filed with
such agencies and are pending. The organizers anticipate receiving
such approvals during ____________, 19__. Such approvals will
require the Company to sell at least 510,000 shares of its Common
Stock but are not expected to contain other conditions.
The Bank's application to organize a new state bank and for
federal deposit insurance was filed with the Department of Banking
and the FDIC on June 28, 1996. The Department of Banking and the
FDIC issued their approvals on ______________, 1996 and September
30, 1996, respectively. Both approvals are subject to the
condition that at least $5,000,000 be invested in the Bank by the
Company, as well as a number of other standard conditions which are
regularly imposed by the Department of Banking and the FDIC which
are generally designed to familiarize the Bank with certain
applicable operating requirements (e.g., no directors' fees are
payable until the Bank earns a cumulative profit) and to prepare
the Bank to commence business operations (e.g., the adoption of
loan, investment and other policies to govern the Bank's
operations).
New Enterprise
The Bank, which will be the sole subsidiary of the Company, is
in organization and has no operating history on which to base any
estimate of its future prospects. The Company's initial
profitability will depend entirely upon the Bank's operations. The
Bank's proposed operations are subject to risks inherent in the
establishment of a new business and, specifically, of a new bank.
While the Bank's pro forma financial statements project a profit by
the end of the second year of operations, unforeseen circumstances
could delay such profit. If the Bank is ultimately unsuccessful,
there is no assurance that shareholders will recover all or any
part of their investment in the Common Stock of the Company.
Competitive Industry
The banking business is highly competitive. The Bank will
compete as a financial intermediary with other commercial banks,
savings and loan associations, credit unions, finance companies,
mutual funds, insurance companies, and brokerage and investment
banking firms soliciting business from residents of Butts County,
Georgia, many of which have greater resources than will be
available to the Bank or the Company. See "BUSINESS OF THE COMPANY
AND THE BANK - The Bank - Competition and Historical Deposit
Trends."
Highly Regulated Industry
The potential success or failure of the Bank will depend not
only upon competitive factors, but also upon state and federal
regulations affecting banks and bank holding companies generally.
Regulations now affecting the Company and the Bank may be changed
at any time, and there is no assurance that such changes will not
adversely affect the business of the Company and the Bank.
Effect of Monetary Policies
The results of operations of the Bank will be affected by credit
policies of monetary authorities, particularly the Board of
Governors of the Federal Reserve System. There can be no assurance
that the effect of actions by monetary and fiscal authorities,
including the Federal Reserve, will not have an adverse effect on
the deposit levels, loan demand or the business and earnings of the
Bank. See "SUPERVISION AND REGULATION - Monetary Policies."
Success Depends on Economic Conditions
The success of the Bank will depend largely on the general
economic conditions in the Bank's primary service area of Butts
County, Georgia. Although the Bank expects favorable economic
development in this market area, there is no assurance that
favorable economic development will occur or that the Bank's
expectation of corresponding growth will be achieved. See
"BUSINESS OF THE COMPANY AND THE BANK."
Offering Price Arbitrarily Determined
Since the Company and the Bank are in the process of being
organized, the offering price of $10.00 per share has been
determined arbitrarily by the organizers without particular
reference to historical or projected earnings, book value or other
customary criteria. The organizers did not retain an independent
investment banking firm to assist in determining the offering
price. Should a market develop for the Common Stock of the
Company, there is no assurance that any of the Common Stock offered
hereby could be resold for the offering price or any other amount.
No Dividends
Since the Company and the Bank are both start-up operations, it
will be the policy of the Board of Directors of the Company to
reinvest earnings for the period of time necessary to help ensure
the success of their operations. As a result, the Company has no
current plans to initiate the payment of cash dividends, and its
future dividend policy will depend on the Bank's earnings, capital
requirements, financial condition and other factors considered
relevant by the Board of Directors of the Company. See
"SUPERVISION AND REGULATION - Bank Regulation."
No Established Trading Market
There is no public trading market for the shares of the Common
Stock of the Company, and it is not anticipated that a market for
the shares will develop as a result of this offering. As a result,
investors who may wish or need to dispose of all or a part of their
investment in the Common Stock may not be able to do so except by
private direct negotiations with third parties assuming that third
parties are willing to purchase the Common Stock.
THE OFFERING
Terms of the Offering
Minimum/Maximum. The Company is offering a minimum of 510,000
shares and a maximum of 700,000 shares of its Common Stock for a
price of $10.00 per share, for an aggregate minimum price of
$5,100,000 and an aggregate maximum price of $7,000,000. The
minimum purchase for any investor (together with the investor's
affiliates) is 100 shares of Common Stock ($1,000) unless the
Company, in its sole discretion, accepts a subscription for a
lesser number of shares. The maximum purchase for any investor
(together with the investor's affiliates) is 25,000 shares
($250,000) of Common Stock, unless the Company, in its sole
discretion, accepts a subscription for a greater number of shares.
Organizer Subscriptions. The organizers (the directors) of the
Company intend to purchase an aggregate of 165,000 shares of Common
Stock sold in the offering (32.4% of the minimum and 23.6% of the
maximum number of shares to be sold). No organizer intends to
individually purchase more than 5% of shares sold in this offering.
In the event, however, that the minimum number of shares in this
offering are not sold, the organizers may acquire additional shares
of the Common Stock, up to a maximum aggregate number for all
organizers of 250,000 shares (49% of the minimum and 35.7% of the
maximum number of shares to be sold).
Offering Period and Expiration Date. The offering period for
the shares will terminate at the earlier of the date all shares
offered hereby are sold or 5:00 p.m. Jackson, Georgia time, on
____________________, 1996. [60 days from beginning of sale of
securities] This date may be extended at the discretion of the
Company for additional periods not exceeding an aggregate of 180
days (i.e., until ______________________, 1997). Written notice of
any such extension will be given to all persons who are already
subscribers at the time of the extension. The date on which this
offering terminates plus any extension thereof is referred to in
this Prospectus as the "Expiration Date."
Subscription. As indicated below under "How to Subscribe," upon
execution and delivery of a subscription agreement for shares of
the Common Stock, subscribers will be required to deliver to the
Company a check in the amount of $10.00 times the number of shares
subscribed. All subscriptions will be binding and irrevocable
until the Expiration Date.
Escrow. Subscription proceeds will be deposited in an escrow
account with SouthTrust Bank of Columbus, N.A., Columbus, Georgia,
as escrow agent (the "Escrow Agent") for the Company pending
completion of this offering. Subscription proceeds held in the
escrow account will be invested in short-term United States
Government securities or interest bearing accounts offered by the
Escrow Agent with 30-day maturities or in such other short-term
investments as may be agreed upon by the Company and the Escrow
Agent from time to time. The Escrow Agent has not investigated the
desirability or advisability of an investment in the Company, and
has not approved, endorsed or passed upon the merits of the Common
Stock.
Company Discretion. The Company reserves the right, in its sole
discretion, to accept or reject any subscription in whole or in
part on or before the Expiration Date. Without limiting the
generality of the foregoing, the Company also reserves the right to
accept subscriptions on a prorated basis if it receives
subscriptions for more than 700,000 shares. The Company will
notify all subscribers no later than five business days after the
Expiration Date whether their subscriptions have been accepted.
With respect to any subscriptions which are not accepted, in whole
or in part, by the Company, the notification will be a accompanied
by the unaccepted portion of the subscription funds, with interest
payable at a rate equal to the rate the Escrow Agent pays its
passbook savings account holders (___% at _______________, 1996).
Termination. The Company reserves the right to terminate the
offering at any time after 510,000 shares have been subscribed for
if the Company determines that the total amount of subscriptions
will provide adequate capitalization for the Company after payment
of expenses.
Release from Escrow. Subscription proceeds will be released
from escrow to the Company upon the occurrence of all of the
following events: (a) the sale by the Company of at least 510,000
shares of its Common Stock, (b) receipt by the Company of approval
of the Federal Reserve and the Department of Banking to become a
bank holding company, (c) satisfaction by the Company of, or a
determination by the Company that it will satisfy, all of the
conditions that the Federal Reserve and the Department of Banking
may impose in their approvals to the Company, (d) receipt by the
Bank of approval from the Department of Banking and the FDIC of the
Bank's application to organize a new state bank and for deposit
insurance, and (e) satisfaction by the Bank of, or a determination
by the Bank that it will satisfy, all of the conditions that the
FDIC and the Department of Banking have imposed in their approvals
to the Bank.
If the above conditions are met, the Company may instruct the
Escrow Agent to release to the Company the amount of subscription
proceeds relating to subscriptions or portions thereof accepted by
the Company, together with any interest earned thereon. Any
subscription proceeds received after the above conditions are met
but before termination of this offering will not be deposited in
the escrow account, but will be available for immediate use by the
Company, to the extent accepted by the Company.
The Bank received approvals from the Department of Banking and
the FDIC on ______________, 1996 and September 30, 1996. The
Company expects to receive approvals from the Federal Reserve and
the Department of Banking during _____________, 1996. In the
opinion of the organizers, the only significant condition to all of
the foregoing approvals will be that a minimum of 510,000 shares of
Common Stock of the Company has to be sold in this offering. If
the requisite shares are not sold, or if the Company or the Bank
determine that they cannot satisfy the other conditions included in
the approvals by the Expiration Date, then the subscription
agreements will be of no further force or effect, and the full
amount of all subscription funds, with interest payable at a rate
comparable to the rate the Escrow Agent pays its passbook savings
account holders, will be returned to the subscribers within five
business days of the Expiration Date.
It is possible that subsequent to the release of the
subscription funds from escrow (the requisite shares having been
sold and the determination having been made the other regulatory
conditions will be satisfied) events could occur which could have
the effect of preventing the Bank from commencing business. If
that were to occur, the Company intends to liquidate and would
return to the then shareholders of the Company the portion of their
investment which is equal to their total investment less their
prorata share of the expenses incurred by the Company and the Bank.
See "USE OF PROCEEDS," "ESTIMATED EXPENDITURES" and "PRO FORMA
CAPITALIZATION." While no assurance can be given that the
foregoing will not take place, the organizers cannot foresee any
such events and believe it is highly unlikely that such events will
occur. After consulting with applicable regulatory authorities,
the organizers are not aware of any Georgia state banks which
failed to commence business after they or their holding companies
had raised the required capital. Additionally, based on
conversations with applicable regulatory authorities, there are no
indications that the Company and the Bank will have any difficulty
in satisfying the applicable regulatory conditions.
Plan of Distribution. Offers and sales of the Common Stock will
be made on behalf of the Company primarily by certain of its
officers and directors. The officers and directors will receive no
commissions or other remuneration in connection with such
activities, but they will be reimbursed for their reasonable
expenses incurred in the offering. In reliance on Rule 3a4-1 of
the Exchange Act, the Company believes such officers and directors
will not be deemed to be brokers and/or dealers under the Exchange
Act.
The Company may find it necessary to utilize the services of
brokers and/or dealers in order to effect the sale of the Common
Stock in certain jurisdictions. The Company has no present
arrangements or agreements with any such brokers and/or dealers
with respect to this offering. The Company anticipates that all
such arrangements, if any, will be on a "best efforts" basis, with
the Company paying to the broker and/or dealer a commission based
on the shares sold through its efforts. The Company believes that
the range of possible commissions to be paid to brokers and/or
dealers in such transactions is $.50 to $.70 per share. The
Company presently anticipates that no sales of Common Stock will
require the use of brokers and/or dealers. In the event that
broker/dealers are used, all such funds will be promptly
transmitted to the Escrow Agent under the terms of the escrow
agreement.
It is expected that the organizers (the directors of the
Company) will purchase a total of 165,000 of the shares of Common
Stock offered hereby; however, the organizers may, subject to
regulatory approval, purchase up to 49% of the minimum number of
shares offered hereby if necessary to complete the offering. Any
shares purchased by the organizers in excess of their original
commitment will be purchased for investment and not with a view to
the resale of such shares, and any such purchases will be subject
to regulatory approval.
<PAGE>
How to Subscribe
Each prospective investor who (together with the investor's
affiliates) desires to purchase 100 or more shares must:
1. Complete, date and execute the Subscription Agreement,
which is attached as Exhibit A to this Prospectus.
2. Make a check payable to "SouthTrust Bank - Escrow Account
for First Georgia Community Corp." in an amount equal to
the full subscription price of $10.00 times the number of
shares subscribed for.
3. Return the completed Subscription Agreement and check as
follows:
HAND OR MAIL DELIVERY
First Georgia Community Corp.
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
Attn: John L. Coleman
USE OF PROCEEDS
The proceeds to the Company from the sale of shares of the
Common Stock offered hereby will be used to pay organizational
expenses and expenses of this offering, which are estimated not to
exceed $50,000, and then to capitalize the Bank through the
purchase of 500,000 shares of the Bank's common stock, $5.00 par
value, at $10.00 per share. The Bank will use the proceeds from
the sale of its common stock to the Company to pay (a) expenses
incurred in connection with the organization of the Bank (estimated
at $35,000), including consulting fees for market analysis and
feasibility studies, and legal and accounting fees and expenses,
(b) expenses incurred in connection with certain pre-opening
operations of the Bank (estimated at $179,000; net of pre-opening
income), including officers' and employees' salaries, rent and
occupancy expense, and interest expense and (c) other nonoperating
pre-opening expenses (estimated at $1,448,000) consisting of costs
to purchase a site and construct a building for the Bank's Main
Office (estimated at $1,205,000) and to furnish that office
(estimated at $243,000). The total offering, organizational and
pre-opening operating expenses as described above of the Company
and the Bank are not expected to exceed $214,000 ($264,000 minus
anticipated pre-opening income of $50,000). Such expenses plus the
non-operating pre-opening expenses are not expected to exceed
$1,662,000.
The estimates of pre-opening operating expenses assume that the
Bank will open on March 31, 1997. While no assurance can be given
that the Bank will open by then, the organizers are hopeful that
the Bank will actually open during the first quarter of 1997. See
"PRO FORMA CAPITALIZATION" for additional information concerning
the assumptions underlying the estimated expenses to be incurred by
the Company and the Bank.
Prior to this offering, ten of the organizers (all of the
directors of the Company, except Mr. Coleman) and one business
associate of the organizers each made a personal loan of $5,000 to
the Company for an aggregate of $55,000 to pay a portion of the
expenses associated with organizing the Company and preparing this
Prospectus. This loan bears no interest. The principal of the
loan will be repaid from the proceeds of this offering.
Additionally, the Company has established a $500,000 line of
credit with SouthTrust Bank of Columbus, N.A., Columbus, Georgia,
and such funds are being utilized to pay various organizational and
pre-opening expenses of the Bank. The line of credit has a one-
year term and bears interest at the Lender's prime rate which, at
September 30, 1996, was 8.25%. Interest is paid quarterly. At
August 31, 1996, the outstanding balance on the line of credit was
$51,000. The line of credit is secured by a joint and several
personal guaranty of the organizers (the directors) of the Company.
The line of credit will be repaid from the proceeds of this
offering.
See "MANAGEMENT -- Certain Transactions" for additional
information concerning the loan from the organizers and concerning
the line of credit. Also see "ESTIMATED EXPENDITURES" and "PRO
FORMA CAPITALIZATION" for additional information concerning the use
of proceeds by the Company and the Bank.
If for any reason the offering proceeds are not released from
escrow (see "THE OFFERING -- Release from Escrow"), the personal
loan from the organizers will not be repaid and the organizers will
bear the loss of the sums borrowed under the line of credit.
Any investment income earned on subscription proceeds placed in
escrow pending the successful completion of this offering will also
be used by the Company and the Bank to offset organizational and
pre-opening expenses.
ESTIMATED EXPENDITURES
In the opinion of the Company, the minimum gross proceeds of
$5,100,000 from the offering will satisfy the cash requirements of
the Company and the Bank for their respective first years of
operation. It is not anticipated that the Company will find it
necessary to raise additional funds to meet expenditures required
to operate the business of the Company and the Bank over the next
five years. All anticipated material expenditures for such period
have been identified and provided for out of the proceeds of this
offering.
The following table illustrates the intended use by the Company
and the Bank of the gross proceeds of this offering. Although the
amounts set forth below provide an indication of the proposed use
of funds based upon the plans and estimates of the organizers of
the Company and the Bank, actual expenditures may vary from the
estimates.
<TABLE>
<S> <C> <C>
Minimum Maximum
Gross Proceeds From This Offering(1) $5,100,000 $7,000,000
Anticipated Use of Proceeds by the Company
Offering Expenses 35,000 35,000
Organizational Expenses(2) 15,000 15,000
Working Capital 50,000 250,000
Capitalization of Bank through Purchase
of Common Stock of the Bank 5,000,000 6,700,000
Total $5,100,000 $7,000,000
Anticipated Use of Capital by the Bank
Organization Expenses(2) $ 35,000 $ 35,000
Pre-opening Operating Expenses(2)(4) 179,000 179,000
Land and Bank Premises(3) 1,205,000 1,205,000
Furniture, Fixtures & Equipment 243,000 243,000
Working Capital 3,338,000 5,038,000
Total $5,000,000 $6,700,000
_______________________
</TABLE>
(1)Assuming sale of 510,000 shares and 700,000 shares,
respectively, at $10.00 per share.
(2)Organizational expenses consist primarily of consulting fees for
market analysis and feasibility studies, filing fees,
accounting, appraisal and legal fees and expenses. Pre-opening
expenses consist primarily of salaries and benefits, rent and
occupancy expense and interest expense. Such expenses have been
estimated through March 31, 1997. All of such expenses as well
as those for land and bank premises, and for furniture, fixtures
and equipment are expected to be incurred provided that the
offering proceeds are released from escrow.
(3)In order to facilitate organization of the Company and the Bank,
the organizers may determine to accelerate expenditures for
temporary office renovations, main office construction or
otherwise in anticipation of completing the minimum offering,
which could require that they advance additional funds or
guarantee additional Company debt to be repaid from offering
proceeds.
(4)Assuming $229,000 of gross expenses, net of anticipated
preopening income of $50,000.
PRO FORMA CAPITALIZATION
The following table sets forth the actual capitalization as of
August 31, 1996, and pro forma capitalization as of completion of
the offering, of the Company assuming that 510,000 shares and
700,000 shares of the Common Stock, respectively, are sold and the
proceeds therefrom are invested as described under "USE OF
PROCEEDS."
FIRST GEORGIA COMMUNITY CORP.
<TABLE>
<S> <C> <C> <C>
Actual as of Pro Forma as of
August 31, the Opening of the Bank(1)
1996 Minimum Maximum
Shareholders Equity
Common Stock, $5.00
par value, 10,000,000
shares authorized,
(510,000 and 700,000
shares, respectively,
issued and outstanding) $ 5(2) $2,550,000 $3,500,000
Additional Paid-In
Capital 5(2) 2,515,000(3) 3,465,000(3)
Accumulated Deficit
during the Development
Stage (24,883) (179,000)(4) (179,000)(4)
Total Shareholders'
Equity $ (24,873)(5) $4,886,000 $6,786,000
</TABLE>
_____________________
(1) Represents the Company's sale of 510,000 shares and 700,000 shares of
Common Stock, respectively, at $10.00 per share.
(2) Represents one share purchased at $10.00 per share by an organizer of
the Company which will be redeemed following the offering for $10.00.
(3) The expenses of the offering are charged against this account. These
expenses are estimated to be $35,000 and such amount was used in the
calculation of the amounts shown in columns two and three.
(4) This figure is determined by subtracting estimated organization and
pre-opening expenses of $229,000 to be incurred by the Company and the Bank
prior to the opening of the Bank from estimated investment income of
$50,000.
(5) Accumulated deficit was paid out of advances from the organizers.
<PAGE>
DIVIDENDS
Since the Company and the Bank are both start-up operations, it
will be the policy of the Board of Directors of the Company to
reinvest earnings for the period of tome necessary to help ensure
the success of their operations. As a result, the Company has no
current plans to initiate the payment of cash dividends, and its
future dividend policy will depend on the Bank's earnings, capital
requirements, financial condition and other factors considered
relevant by the Board of Directors of the Company. See
"SUPERVISION AND REGULATION - Bank Regulation."
BUSINESS OF THE COMPANY
AND THE BANK
The Company
The Company was incorporated as a Georgia business corporation
on August 7, 1996 to become a bank holding company by acquiring all
the common stock of the Bank upon its formation. Initially, the
Bank will be the sole operating subsidiary of the Company. The
Company will apply to the Federal Reserve and the Department of
Banking for prior approval to use a minimum of $5,000,000 of the
proceeds of this offering to acquire the Bank. If such approvals
are granted, upon its acquisition of the common stock of the Bank,
the Company will become a bank holding company within the meaning
of the Bank Holding Company Act of 1956, as amended, and the
Georgia Bank Holding Company Act. See "SUPERVISION AND
REGULATION."
The Company has been organized to facilitate the Bank's ability
to serve its future customers' requirements for financial services.
The holding company structure will provide flexibility for
expansion of the Company's banking business through the possible
acquisition of other financial institutions and the provision of
additional banking-related services which the traditional
commercial bank may not provide under present laws. For example,
banking regulations require that the Bank maintain a minimum ratio
of capital to assets. In event that the Bank's growth is such that
this minimum ratio is not maintained, the Company may borrow funds,
subject to capital adequacy guidelines of the Federal Reserve, and
contribute them to the capital of the Bank and otherwise raise
capital in a manner which is unavailable to the Bank under existing
banking regulations.
The Company has no present plans to acquire any operating
subsidiaries other than the Bank. It is expected, however, that
the Company may make additional acquisitions in the future in the
event that the Company becomes profitable and such acquisitions are
deemed to be in the best interest of the Company and its
shareholders. Such acquisitions, if any, will be subject to
certain regulatory approvals and requirements. See "SUPERVISION
AND REGULATION."
The Bank
General. The organizers filed an application with the Department
of Banking and with the FDIC on June 28, 1996, for authority to
organize as a state bank and trust company, the deposits of which
will be federally insured, and to conduct a commercial banking
business from Jackson, Georgia. The organizers received approvals
from the Department of Banking on ___________, 1996 and the FDIC on
September 30, 1996.
The Bank intends to be a full service commercial bank. The Bank
plans to offer personal and business checking accounts, interest-
bearing checking accounts, savings accounts, money market funds and
various types of certificates of deposit. The Bank also plans to
offer installment loans, real estate loans, second mortgage loans,
commercial loans and home equity lines of credit. In addition, the
Bank intends to provide such services as official bank checks and
money orders, Mastercard and Visa credit cards, safe deposit box,
traveler's checks, bank by mail, direct deposit of payroll and
social security checks, and US Savings Bonds.
Philosophy. The philosophy of the management of the Bank with
respect to its initial operations will be to emphasize prompt and
responsive personal service to the residents of Jackson, Georgia
and the other communities located in Butts County in order to
attract customers and acquire market share now controlled by other
financial institutions in the Bank's market area. The organizers
believe that the Bank offers the residents of Jackson and the
surrounding areas the opportunity to have an ownership interest in
a community bank, while also receiving the benefits associated with
a locally owned and managed community bank. Although other
community banks are located in the Jackson area, the Bank will be
unique in that ownership of the Company's stock will be available
to residents in the community. Through ownership in the Company,
the residents of the community will have a greater role in the
development of the Bank.
Management of the Bank intends to implement an active officer and
director call program to promote these efforts. The purpose of
this call program will be to describe the products, services and
philosophy of the Bank to both existing and new business prospects.
In addition, the President of the Bank has substantial banking
experience in Butts County, which will be an asset in providing
both products and services designed to meet the needs of the Bank's
customer base. All of the organizers are active members of the
business communities in Jackson and the areas located around Butts
County, and their continued active community involvement will
provide an opportunity to promote the Bank and its products and
services. The organizers intend to utilize effective advertising
and superior selling efforts in order to build a distinct
institutional image for the Bank and to capture a customer base.
Bank Location and Facilities. The Bank will be located at 159
Covington Street in Jackson, Georgia in Butts County. The Bank
plans to provide services to Butts County residents, as well as to
residents from the adjacent counties of Spalding and Henry.
On May 1, 1996, one of the organizers (William B. Jones) entered
into a Contract for Sale of Realty with The Roman Catholic
Archdiocese of Atlanta (the "First Agreement") to purchase 1.721
acres of improved property located at 150 Covington Street,
Jackson, Georgia, for a purchase price of $250,000. Mr. Jones has
assigned his rights and interest in said contract to the Company.
Under said Contract, as amended, the Company is required to close
the purchase of the property on or before December 2, 1996. The
entire purchase price is payable at closing. The Company
anticipates closing the purchase by December 2, 1996, using funds
to be borrowed under its line of credit with SouthTrust Bank. The
improvements on the property will be removed, and a bank building
will be constructed on the property.
On May 29, 1996, Mr. Jones entered into a Real Estate Sales
Contract with the Estate of Henry Adolphus Lassiter (the "Second
Agreement") to purchase .65 acres adjoining the Archdiocese
property for a purchase price of $145,000. Mr. Jones has assigned
his rights and interest in said contract to the Company. Under
said contract, as amended, the Company is required to close the
purchase of the property on or before December 2, 1996. The entire
purchase price is payable at closing. The Company anticipates
closing the purchase by December 2, 1996, using funds to be
borrowed under its line of credit with SouthTrust Bank.
The organizers of the Bank obtained an appraisal of the property
(both tracts together), the size of which is approximately 2.5
acres. The appraisal, dated August 12, 1996, appraised the
property at $405,000. A copy of the appraisal of the property was
filed with the Bank's application to the Department of Banking and
the FDIC.
The organizers plan to have a 9,085 square foot, two-story
building constructed on the property. There will be five teller
stations inside and four drive-through stations.
Primary Service Area. The Bank's Primary Service Area ("PSA")
is defined as a 5-mile radius from the Bank location. The Bank has
defined its local community as Jackson and Butts County, Georgia
and portions of the surrounding counties of Spalding and Henry.
Economic and Demographic Factors. According to the 1995 Georgia
County Guide, Butts County has grown during each census since 1960.
From 1980 to 1990, Butts County grew by 12.2%. The adjacent
counties of Spalding and Henry Counties have also experienced
positive population growth. The projected populations of Butts
County, Henry County and Spalding County in 2000 are 16,763,
84,810, and 58,432, respectively. According to Georgia Economic
Profile, 26% of the employment base of the six counties of Butts,
Henry, Spalding, Newton, Jasper and Monroe are employed in
manufacturing. Apart from that concentration, there appears to be
a wide range of different activities in the employment base.
Competition and Historical Deposit Trends. Butts County has two
commercial banks with a total of three offices. McIntosh State
Bank is located in Jackson, with a main office and one branch,
which is located in a grocery store. NationsBank of Georgia, N.A.,
has a branch in Jackson. Deposits among the banks in Butts County
have grown from 1989 to 1994. In Butts County, deposits have grown
at a rate of over 19%. The organizers believe that this indicates
a growing demand for bank services within the county. Projections
prepared for the Bank and submitted to the Department of Banking
indicate that the Bank could grow to $25,900,000 in deposits by
1999. There is no assurance, however, that the Bank's projections
will be realized. In addition, Management believes that having a
local board of directors and wide community ownership of the
Company's Common Stock will enable the Bank to be successful.
Lending Policy. The Bank is being established to support Butts
County and the immediately-surrounding counties of Spalding and
Henry. Consequently, the Bank will aggressively seek good loans
within a limited geographic area. The Bank's primary commercial
lending function will be to make consumer loans to individuals and
commercial loans to small and medium-sized businesses and
professional concerns. In addition, the bank plans to make real-
estate-related loans, including construction loans for residential
and commercial properties, and primary and secondary mortgage loans
for the acquisition or improvement of personal residences. The
Bank plans to avoid concentrations of loans to a single industry or
based on a single type of collateral.
Real Estate Loans. The Bank will make and hold real estate
loans, consisting primarily of single-family residential
construction loans for one-to-four unit family structures. The
Bank will require a first lien position on the land associated with
the construction project and will offer these loans to professional
building contractors and homeowners. Loan disbursements will
require on-site inspections to assure the project is on budget and
that the loan proceeds are being used for the construction project
and not being diverted to another project. The loan-to-value ratio
for such loans will be predominantly 75% of the lower of the as-
built appraised value or project cost, and will be a maximum of 80%
if the loan is amortized. Loans for construction can present a
high degree of risk to the lender, depending upon, among other
things, whether the builder can sell the home to a buyer, whether
the buyer can obtain permanent financing, whether the transaction
produces income in the interim and the nature of changing economic
conditions.
Consumer Loans. The Bank plans to make consumer loans,
consisting primarily of installment loans to individuals for
personal, family and household purposes, including loans for
automobiles, home improvements and investments. Risks associated
with consumer loans include, but are not limited to, fraud,
deteriorated or non-existing collateral, general economic downturn
and customer financial problems.
Commercial Loans. Commercial lending will be directed
principally toward small to mid-size businesses whose demand for
funds fall within the legal lending limits of the Bank. This
category of loans includes loans made to individual, partnership or
corporate borrowers, and obtained for a variety of business
purposes. Risks associated with these loans can be significant and
include, but are not limited to, fraud, bankruptcy, economic
downturn, deteriorated or non-existing collateral and changes in
interest rates.
Investments. In addition to loans, the Bank will make other
investments primarily in obligations of the United States or
obligations guaranteed as to principal and interest by the United
States and other taxable securities. No investment in any of those
instruments will exceed any applicable limitation imposed by law or
regulation.
Deposits. The Bank plans to establish solid core deposits,
including checking accounts, money market accounts, a variety of
certificates of deposit, and IRA accounts. The primary means used
to attract deposits will be an aggressive marketing plan in the
overall service area, a broad product line, and competitive
services. The primary sources of deposits will be residents of,
and businesses and their employees located in, Butts County, and to
a lesser extent, Spalding County and Henry County, obtained through
personal solicitation by the Bank's officers and directors, direct
mail solicitations and advertisements published in the local media.
Deposits will be generated by offering a broad array of
competitively priced deposit services, including demand deposits,
regular savings accounts, money market deposits (transaction and
investment), certificates of deposit, retirement accounts, and
other deposit or funds transfer services which may be permitted by
law or regulation and which may be offered to remain competitive in
the market.
Asset and Liability Management. The Bank intends to manage its
assets and liabilities to provide an optimum and stable net
interest margin, a profitable after-tax return on assets and return
on equity, and adequate liquidity. These management functions will
be conducted within the framework of written loan and investment
policies which the Bank will adopt. The Bank will attempt to
maintain a balanced position between rate sensitive assets and rate
sensitive liabilities. Specifically, it will chart assets and
liabilities on a matrix by maturity, effective duration, and
interest adjustment period, and endeavor to manage any gaps in
maturity ranges.
Employees. Upon commencement of operations, the Bank is expected
to have approximately 13 full-time employees. The Company is not
expected to have any employees who are not also employees of the
Bank.
MANAGEMENT
Proposed Officers and Directors
On August 8, 1996, the Board of Directors of the Company elected
the following persons as officers of the Company:
John L. Coleman President, Chief Executive Officer
Alfred D. Fears, Jr. Secretary and Chief Accounting Officer
(until the Bank is chartered)
Harry Lewis Treasurer and Chief Financial Officer
(until the Bank is chartered)
The following table sets forth for the initial members of the
Board of Directors of the Company, (a) their names, addresses and
ages, (b) the positions they will hold in the Bank, (c) the number
of shares of Common Stock for which they intend to subscribe, and
(d) the percentage of outstanding shares such number will represent
if the minimum number of shares are sold in this offering and if
the maximum number of shares are sold in this offering. These
persons will also serve as directors of the Bank.
<TABLE>
<S> <C> <C> <C> <C>
POSITION NUMBER % OF % OF
NAME AND ADDRESS (AGE) TO BE HELD OF SHARES* MINIMUM* MAXIMUM*
D. Richard Ballard (49) Director 15,000 2.94% 2.14%
1018 Stark Road
Jackson, GA 30233
Charles W. Carter (60) Director 15,000 2.94 2.14
853 W. 3rd Street
Jackson, GA 30233
John L. Coleman (51) Director/ 15,000 2.94 2.14
3 Walnut Drive President
Cartersville, GA 30120
Alfred D. Fears, Jr. (39) Director 15,000 2.94 2.14
448 Foxhollow Woods Drive
Jackson, GA 30233
<PAGE>
POSITION NUMBER % OF %OF
NAME AND ADDRESS (AGE) TO BE HELD OF SHARES* MINIMUM* MAXIMUM*
William B. Jones (51) Director 15,000 2.94 2.14
642 Stark Road
Jackson, GA 30233
Harry Lewis (44) Director 15,000 2.94 2.14
549 Wesley Drive
Jackson, GA 30233
Joey McClelland (49) Director 15,000 2.94 2.14
2419 W. Highway 16
Jackson, GA 30233
Dr. Alexander Pollack (42) Director 15,000 2.94 2.14
140 Strickland Pasture Road
Jackson, GA 30233
Robert Ryan (58) Director 15,000 2.94 2.14
108 Old McIntosh Circle
Jackson, GA 30233
James H. Warren (58) Director 15,000 2.94 2.14
866-A Halls Bridge Road
Jackson, GA 30233
George L. Weaver (48) Director 15,000 2.94% 2.14%
2705 High Falls Road
Jackson, GA 30233
All Proposed Directors and 165,000 32.4 23.6
Officers, as a Group**
</TABLE>
____________________________
* In the event that the minimum number of shares in this offering
are not sold, the organizers may purchase additional shares of
Common Stock for an aggregate of 250,000 shares of Common Stock
(49% of the minimum and 35.7% of the maximum number of shares to be
sold).
** These figures are different from the sum of the individual
percentages because of rounding.
D. Richard Ballard was born in Barnesville, Georgia. Since 1967,
Mr. Ballard has been affiliated with Haisten Funeral home, Inc. in
Jackson, Georgia, and is currently the President/CEO. Mr. Ballard
is also the President/CEO of Haisten Funeral Home of Henry County,
Inc. Mr. Ballard is a member of the Jackson First Baptist Church,
Jackson Rotary Club, Butts County Chamber of Commerce, Henry County
Chamber of Commerce, Georgia and National Funeral Directors, and
National Selected Morticians.
Charles W. Carter was born in Henry County, Georgia. Since 1968,
Mr. Carter has been affiliated with Carter Builders Supply in
Jackson, and is currently the President. Mr. Carter was a director
of C & S Bank/NationsBank in Jackson from 1978 until 1994. He is
a member of Jackson Rotary Club, Sons of the American Revolution,
and the First Baptist Church of Jackson. He also serves on the
Butts County Water and Sewer Authority.
John L. Coleman was born in Miami, Florida. Since 1994, Mr.
Coleman has acted as Regional Retail Manager Northwest Georgia -
Bartow County/Senior Banking Executive for NationsBank Bartow
County in Cartersville, Georgia until July, 1996. From 1986 to
1994, Mr. Coleman was President/Senior Lender of C & S
Bank/NationsBank, Bartow County Division, in Cartersville, and
acted in a similar position at C & S Bank, Jackson Division, in
Jackson, Georgia, from 1982 to 1986. From 1967 to 1982, Mr.
Coleman worked in various management positions for C & S Bank in
LaGrange, Georgia, and Atlanta, Georgia. Mr. Coleman was a member
of Cartersville Rotary Club, Trinity Methodist Church, the
Salvation Army Board, the Cartersville Industrial Development
Authority, Cartersville Country Cub, Cartersville Medical Center
Advisory Board, Cartersville Opera Company Board, and the Georgia
Economic Development Association. Mr. Coleman is relocating his
residence from Cartersville, Georgia to Jackson, Georgia to assume
the position of President of the Company and of the Bank.
Alfred D. Fears, Jr. was born in Griffin, Georgia. Mr. Fears has
been practicing law in Jackson, Georgia since 1981. He also owns
and operates an apartment rental business in Jackson. Mr. Fears is
a member of the State Bar of Georgia, Jackson Rotary Club, and the
Jackson United Methodist Church.
William B. Jones was born in Butts County, Georgia. From 1966 to
1976, Mr. Jones was a teacher/coach in Jackson, Georgia. Since
1977, Mr. Jones has practiced law in Jackson, Georgia, and has been
active in the food and petroleum distribution business. Mr. Jones
is currently President of Jones Petroleum Co., Meriwether
Properties, Inc. and Jones & Hudgins, and Vice President of Jones &
Owenby, Inc. Mr. Jones is a member of the State Bar of Georgia and
the Jackson Rotary Club. He also served on the Advisory Board of
NationsBank in Jackson. He is a Trustee of the Roosevelt Warm
Springs Foundation.
Harry Lewis was born in Atlanta, Georgia. Since 1983, Mr. Lewis
has owned and operated an automobile dealership in Jackson,
Georgia. He is also affiliated with Playtime Learning Center,
Inc., and is currently President. Mr. Lewis is a member of the
Jackson Rotary Club (past President), the Jackson Housing
Authority, Butts County Chamber of Commerce, Jackson Merchants
Association, Jackson Investment Club, Butts County Pre-Kindergarten
Coordinating Council, Georgia Automobile Dealers Association,
National Automobile Dealers Association and Georgia Child Care
Association.
Joey McClelland was born in Sarasota, Florida. Since 1989, Mr.
McClelland has acted as Executive Director of Marketing and
Logistics for Fritz Companies, International Business - Logistics -
ATL. Prior to 1989, Mr. McClelland held numerous management level
positions in related marketing fields. Mr. McClelland is a member
of the Zoning Appeals Board, Council of Logistics Management, and
the Methodist Mens Club of Jackson United Methodist Church.
Dr. Alexander Pollack was born in New York, New York. Since 1986,
Dr. Pollack has been self-employed in Jackson, Georgia, as a
general surgeon. In addition, Dr. Pollack is Chairman of the Board
of Directors of Golden Health Care, Inc. Dr. Pollack is a member
of the Jackson Rotary Club.
Robert Ryan was born in Racine, Wisconsin. Since 1983, Mr. Ryan
has been President of Atlanta South 75 Inc. From 1960 to 1983, Mr.
Ryan held various management positions with Unocal Corporation, Los
Angeles, California. Mr. Ryan served on the Board of Directors of
Speedway Corporation and the Association of Christian Truckers. He
is a member of the Butts County Historical Society, Jackson Church
of the Nazarene, American Legion, Rotary Club, and NATSO.
James H. Warren was born in Marvel, Alabama. Since 1971, Mr.
Warren has been self-employed as a general contractor and
developer. He is President of Sure Power, Inc., Secretary-
Treasurer of Brushy Mountain Hydro-Electric Power, Inc. and
Alternator & Starter House, Inc., and a partner in Fenwyck
Development Co. Mr. Warren is a member of the Auto Parts
Rebuilders Association.
George L. Weaver was born in Griffin, Georgia. Mr. Weaver has been
President of Central Georgia EMC since 1984. From 1971 to 1984,
Mr. Weaver held various management positions with Central Georgia
EMC. Mr. Weaver served on the Advisory Board of NationsBank of
Georgia, N.A. in Jackson, and as Vice Chairman of the Board of
Directors of Federated Rural Electric Insurance Corp. He presently
serves as a director of Oglethorpe Power Corporation, Southeastern
Data Corporation (past Chairman of the Board), Georgia Rural
Electric Service Corporation (past Chairman of the Board), and GEMC
Workers Compensation Fund. Mr. Weaver also serves as Vice
President and President-Elect of the Georgia Rural Electric
Managers Association and as a member of the Rural Electric
Management Development Council. Mr. Weaver is a member of the
Jackson Rotary Club and the Jackson United Methodist Church. Mr.
Weaver also serves as Chairman of the Butts County Industrial
Development Authority and as Vice Chairman of the West Georgia
Private Industry Council.
Cash Compensation
John L. Coleman has an employment agreement with the Company and
the Bank under which he will serve as President and Chief Executive
Officer of the Company and of the Bank. The employment agreement
provides for a five-year term and is annually renewable thereafter.
He will be paid an initial annual salary of $135,000. Once the
Bank begins operations he will also be entitled to certain
performance bonuses. Under Mr. Coleman's employment agreement, he
also has the option to purchase 15,000 shares of Common Stock of
the Company at the price of the lesser of $10.00 or book value of
the stock during the first three years of operation of the Bank and
at the price of book value of the stock during the remainder of the
term of the employment agreement, not to exceed a four year option
term. He also has the option to purchase up to an additional 5,000
shares at the price of book value of the stock, with the number of
shares which he may purchase in any year being determined based on
a formula tied to performance of the Bank. He will also receive
health, life and disability insurance under the same plan and terms
as other employees of the Bank. He will receive a mid-size
automobile to be used primarily for business purposes, and the Bank
will pay operating, maintenance and insurance expenses for the
automobile. The Bank will pay monthly membership dues for Mr.
Coleman up to $75.00 per month at a local country club and the
initiation fee of a local country club up to $3,000.
Officers and directors of the Company will not be separately
compensated for their services to the Company until the Company
earns a cumulative profit.
Directors will not be compensated for their services as directors
until the Bank earns a cumulative profit.
Certain Transactions and Relationships
It is possible that the Company and the Bank will have banking
and other business transactions in the ordinary course of business
with directors and officers of the Company and the Bank, including
members of their families or corporations, partnerships or other
organizations in which such directors and officers have a
controlling interest. If such transactions occur, they will be on
substantially the same terms (including price, or interest rate and
collateral) as those prevailing at the time for comparable
transactions with unrelated parties, and any banking transactions
will not be expected to involve more than the normal risk of
collectibility or present other unfavorable features to the Company
and the Bank.
To facilitate the Bank's formation, ten of the organizers (all
of the directors of the Company, except Mr. Coleman) made a
personal loan of $5,000 to the Company. Additionally, the
organizers arranged a line of credit from SouthTrust Bank of
Columbus, N.A., Columbus, Georgia, in the aggregate amount of
$500,000 to pay organizational and pre-opening expenses for the
Bank. The line of credit bears interest at the lender's prime rate
(presently 8.25% per annum) and has a one-year term. The
organizers have personally guaranteed the line of credit. The line
of credit and interest costs will be repaid from the offering
proceeds when the conditions to the offering have been satisfied.
See "USE OF PROCEEDS."
Charles W. Carter and Harry Lewis are first cousins.
MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS
There is currently no market for the shares of Common Stock and
it is not likely that an active trading market will develop for the
shares in the future. There are no present plans for the Company's
Common Stock to be traded on any stock exchange or over-the-counter
market. As a result, investors who need or wish to dispose of all
or part of their shares may be unable to do so except in private,
directly negotiated sales.
DESCRIPTION OF COMMON STOCK OF THE COMPANY
General
The Company's Articles of Incorporation authorize the Company to
issue up to 10,000,000 shares of Common Stock, par value $5.00 per
share, of which a minimum of 510,000 shares and a maximum of
700,000 shares will be issued pursuant to this offering.
All shares of Common Stock of the Company will be entitled to
share equally in dividends from funds legally available therefor,
when, as and if declared by the Board of Directors, and upon
liquidation or dissolution of the Company, whether voluntary or
involuntary, to share equally in all assets of the Company
available for distribution to the shareholders. It is not
anticipated that the Company will pay any cash dividends on the
Common Stock in the near future. See "DIVIDENDS." Each holder of
Common Stock will be entitled to one vote for each share on all
matters submitted to the shareholders. Holders of Common Stock
will not have any preemptive right to acquire authorized but
unissued capital stock of the Company. There is no cumulative
voting, redemption right, sinking fund provision, or right of
conversion in existence with respect to the Common Stock. All
shares of the Common Stock issued in accordance with the terms of
this offering as described in this Prospectus will be fully-paid
and non-assessable.
Shares Held by Affiliates
Upon completion of this offering, the Company will have a minimum
of 510,000 shares and a maximum of 700,000 shares outstanding. All
of these shares will be freely tradeable without restriction or
registration under the Securities Act of 1933, as amended (the
"1933 Act"), except for shares purchased in this offering by the
organizers.
The organizers (the directors of the Company) are "affiliates"
of the Company (as that term is defined in Rule 144 adopted under
the 1933 Act), and, as a result, their shares will be subject to
certain resale restrictions.
Rule 144 generally provides that a person (including an affiliate
of the Company) who has beneficially owned shares for at least two
years would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the then
outstanding shares of the Common Stock or the average weekly
trading volume of the Common Stock during the four calendar weeks
preceding such sale, whichever is greater. While affiliates may
generally sell non-restricted shares under Rule 144 without regard
to the length of their holding period, all shares purchased by the
organizers will be purchased for investment purposes and not with
a present intention of redistribution.
There can be no assurance that a public market for the Common
Stock will exist at any time subsequent to this offering. As a
result, investors who may wish or who need to dispose of all or a
part of their investment in the Common Stock may not be able to do
so except for private direct negotiations with third parties,
assuming that third parties are willing to purchase the Common
Stock.
CERTAIN PROVISIONS OF THE COMPANY'S
ARTICLES OF INCORPORATION AND BYLAWS
The Articles of Incorporation of the Company contain certain
provisions which would have the effect of impeding an attempt to
change or remove management of the Company or to gain control of
the Company in a transaction not supported by its Board of
Directors. The Articles of Incorporation of the Company also
contain a provision which eliminates the potential personal
liability of directors for monetary damages. The Bylaws of the
Company contain certain provisions which provide indemnification
for directors of the Company. Each of these provisions is
discussed more fully below.
Change in Number of Directors
Article 7 of the Articles of Incorporation of the Company
provides that any change in the number of directors of the Company,
as set forth in its Bylaws, would have to be made by the
affirmative vote of 2/3 of the entire Board of Directors or by the
affirmative vote of the holders of at least 2/3 of the outstanding
shares of Common Stock.
Under Georgia law, the number of directors may be increased or
decreased from time to time by amendment to the Bylaws, unless the
Articles of Incorporation provide otherwise or unless the number of
directors is otherwise fixed by the shareholders.
Removal of Directors
Article 8 of the Articles of Incorporation of the Company
provides that directors of the Company may be removed during their
terms with or without cause by the affirmative vote of the holders
of a majority of the outstanding shares of Common Stock. "Cause"
for this purpose is defined as final conviction of a felony,
request or demand for removal by any bank regulatory authority
having jurisdiction over the Company, or determination by at least
2/3 of the incumbent directors of the Company that the conduct of
the director to be removed has been inimical to the best interests
of the Company.
Under Georgia law, any or all of the directors of a corporation
may be removed with or without cause by the affirmative vote of a
majority of the shares represented at a meeting at which a quorum
is represented and entitled to vote thereon, unless the Articles of
Incorporation provide otherwise.
Limitation of Liability
Article 10 of the Company's Article of Incorporation, subject
to certain exceptions, eliminates the potential personal liability
of a director for monetary damages to the Company and to the
shareholders of the Company for breach of a duty as a director.
There is no elimination of liability for (a) a breach of duty
involving appropriation of a business opportunity of the Company,
(b) an act or omission not in good faith or involving intentional
misconduct or a knowing violation of law, (c) a transaction from
which the director derives an improper material tangible personal
benefit, or (d) as to any payment of a dividend or approval of a
stock repurchase that is illegal under the Georgia Business
Corporation Code. Article 10 does not eliminate or limit the right
of the Company or its shareholders to seek injunctive or other
equitable relief not involving monetary damages.
Article 10 was adopted by the Company pursuant to the Georgia
Business Corporation Code which allows Georgia corporations, with
the approval of their shareholders, to include in their Articles of
Incorporation a provision eliminating or limiting the liability of
directors, except in the circumstances described above. Article 10
was included in the Company's Articles of Incorporation to
encourage qualified individuals to serve and remain as directors of
the Company. While the Company has not experienced any problems in
locating directors, it could experience difficulty in the future as
the Company's business activities increase and diversify. Article
10 was also included to enhance the Company's ability to secure
liability insurance for its directors at a reasonable cost. While
the Company intends to obtain liability insurance covering actions
taken by its directors in their capacities as directors, the Board
of Directors believes that the current director's liability
insurance environment, and the environment for the foreseeable
future, is characterized by increasing premiums, reduced coverage
and an increasing risk of litigation and liability. The Board of
Directors believes that Article 10 will enable the Company to
secure such insurance on terms more favorable than if such a
provision were not included in the Articles of Incorporation.
Supermajority Voting on Certain Transactions
Under Article 12 of the Articles of Incorporation of the Company,
with certain exceptions, any merger or consolidation involving the
Company or any sale or other disposition of all or substantially
all of its assets will require the affirmative vote of the holders
of at least 2/3 of the outstanding shares of Common Stock.
However, if the Board of Directors of the Company has approved the
particular transaction by the affirmative vote of 2/3 of the entire
Board, then the applicable provisions of Georgia law would govern
and shareholder approval of the transaction would require the
affirmative vote of the holders of only a majority of the
outstanding shares of Common Stock entitled to vote thereon.
The primary purpose of this Article is to discourage any party
from attempting to acquire control of the Company through the
acquisition of a substantial number of shares of Common Stock
followed by a forced merger or sale of assets without negotiation
with management. Such a merger or sale might not be in the best
interests of the Company or its shareholders. This provision may
also serve to reduce the risk of a potential conflict of interest
between a substantial shareholder on the one hand and the Company
and its other shareholders on the other.
The foregoing provision could enable a minority of the Company
shareholders to prevent a transaction favored by the majority of
the shareholders. Also, in some, circumstances, the directors
could cause a 2/3 vote to be required to approve the transaction by
withholding their consent to such a transaction, thereby enhancing
their positions with the Company and the Bank. However, of the
eight persons who are directors of the Company, only two will be
affiliated with the Company and the Bank in a full-time management
position.
Evaluation of an Acquisition Proposal
Article 13 of the Company's Articles of Incorporation provides
that the response of the Company to any acquisition proposal made
by another party will be based on the Board's evaluation of the
best interests of the Company and its shareholders. As used
herein, the term "acquisition proposal" refers to any offer of
another party (a) to make a tender offer or exchange offer for any
equity security of the Company, (b) to merge or consolidate the
Company with another corporation, or (c) to purchase or otherwise
acquire all or substantially all of the properties and assets owned
by the Company.
Article 13 charges the Board, in evaluating an acquisition
proposal, to consider all relevant factors, including (a) the
expected social and economic effects of the transaction on the
employees, customers and other constituents (e.g., suppliers of
goods and services) of the Company and the Bank, (b) the expected
social and economic effects on the communities within which the
Company and the Bank operate, and (c) the consideration being
offered by the other corporation in relation (i) to the then
current value of the Company as determined by a freely negotiated
transaction and (ii) to the Board of Directors' then estimate of
the Company's future value as an independent entity. The
enumerated factors are not exclusive, and the Board may consider
other relevant factors.
This Article has been included in the Company's Articles of
Incorporation because the Bank is charged with providing support to
and being involved with the communities it serves, and the Board
believes its obligations in evaluating an acquisition proposal
extend beyond evaluating merely the consideration being offered in
relation to the then market or book value of the Common Stock. No
provisions of Georgia law specifically enumerate the factors a
corporation's board of directors should consider in the event the
corporation is presented with an acquisition proposal.
While the value of the consideration offered to shareholders is
the main factor when weighing the benefits of an acquisition
proposal, the Board believes it appropriate also to consider all
other relevant factors. For example, this Article directs the
Board to evaluate the consideration being offered in relation to
the then current value of the Company determined in a freely
negotiated transaction and in relation to the Board's then estimate
of the future value of the Company as an independent concern. A
takeover bid often places the target corporation virtually in the
position of making a forced sale, sometimes when the market price
of its stock may be depressed. The Board believes that frequently
the consideration offered in such a situation, even though it may
be in excess of the then market value (i.e., the value at which
shares are then currently trading), it is less than that which
could be obtained in a freely negotiated transaction. In a freely
negotiated transaction, management would have the opportunity to
seek a suitable partner at a time of its choosing and to negotiate
for the most favorable price and terms which reflect not only the
current value, but also the future value of the Company.
One effect of this Article may be to discourage a tender offer
in advance. Often an offeror consults the Board of a target
corporation prior to or after commencing a tender offer in an
attempt to prevent a contest from developing. In the opinion of
the Board, this provision will strengthen its position in dealing
with any potential offeror which might attempt to acquire the
Company through a hostile tender offer. Another effect of this
Article may be to dissuade shareholders who might be displeased
with the Board's response to an acquisition proposal from engaging
the company in costly litigation. This provision, however, does
not affect the right of a shareholder displeased with the Board's
response to an acquisition proposal to institute litigation against
the Company and to allege that the Board breached an obligation to
shareholders by not limiting its evaluation of an acquisition
proposal to the value of the consideration being offered in
relation to the then market or book value of the Common Stock.
Article 13 would not make an acquisition proposal regarded by the
Board as being in the best interests of the Company more difficult
to accomplish. It would, however, permit the Board to determine
that an acquisition proposal was not in the best interests of the
Company (and thus to oppose it) on the basis of the various factors
deemed relevant. In some cases, such opposition by the Board might
have the effect of maintaining the positions of incumbent
management.
Amendment of Provisions
Any amendment of Articles 7, 8, 10, 12, and 13 of the Company's
Articles of Incorporation requires the affirmative vote of the
holders of at least 2/3 of the outstanding shares of Common Stock,
unless 2/3 of the entire Board of Directors approves the amendment.
If 2/3 of the Board approves the amendment, the applicable
provisions of Georgia law would govern, and the approval of only a
majority of the outstanding shares of Common Stock would be
required.
Indemnification
The Bylaws of the Company contain certain indemnification
provisions which provide that directors, officers, employees or
agents of the Company will be indemnified against expenses actually
and reasonably incurred by them if they are successful on the
merits of a claim or proceedings.
When a case or dispute is not ultimately determined on its merits
(i.e., it is settled), the indemnification provisions provide that
the Company will indemnify directors when they meet the applicable
standard of conduct. The applicable standard of conduct is met if
the director acted in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company and, with
respect to any criminal action or proceeding, if the director had
no reasonable cause to believe his or her conduct was unlawful.
Whether the applicable standard of conduct has been met is
determined by the Board of Directors, the shareholders or
independent legal counsel in each specific case.
The Bylaws of the Company also provide that the indemnification
rights set forth therein are not exclusive of other indemnification
rights to which a director may be entitled under any bylaw,
resolution or agreement either specifically or in general terms
approved by the affirmative vote of the holders of a majority of
the shares entitled to vote thereon. The Company can also provide
for greater indemnification than that set forth in the Bylaws if it
chooses to do so, subject to approval by the Company's
shareholders. The Company may not, however, indemnify a director
for liability arising out of circumstances which constitute
exceptions to limitation of a director's liability for monetary
damages. See "CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES AND
BYLAWS - Limitation of Liability."
The indemnification provisions of the Bylaws specifically provide
that the Company may purchase and maintain insurance on behalf of
any director against any liability asserted against such person and
incurred by him in any such capacity, whether or not the Company
would have had the power to indemnify against such liability.
The Company is not aware of any pending or threatened action,
suit or proceeding involving any of its directors or officers for
which indemnification from the Company may be sought.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "1933 Act") may be permitted to
directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the 1933 Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities other than the payment by
the Company of expenses incurred or paid by the director, officer
or controlling person of the Company in the successful defense of
any action, suit or proceedings is asserted by such director,
officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the 1933 Act and will be governed by the final adjudication of such
issue.
SUPERVISION AND REGULATION
Bank holding companies and banks are extensively regulated under
both federal and state law. The following is a brief summary of
certain statutes, rules and regulations affecting the Company and
the Bank. This summary is qualified in its entirety by reference
to the particular statutory and regulatory provision referred to
below and is not intended to be an exhaustive description of the
statutes or regulations applicable to the business of the Company
and the Bank. Supervision regulation and examination of the
Company and the Bank by the bank regulatory agencies are intended
primarily for the protection of depositors rather than shareholders
of the Company.
Bank Holding Company Regulation
The Company will be a registered holding company under the Bank
Holding Company act of 1956 (the "BHC Act") and the Georgia Bank
Holding Company Act (the "Georgia BHC Act") and will be regulated
under such acts by the Board of Governors of the Federal Reserve
System (the "Federal Reserve") and by the Department of Banking,
respectively.
As a bank holding company, the Company is required to file annual
reports with the Federal Reserve and the Department of Banking and
such additional information as the applicable regulator may require
pursuant to the BHC Act and the Georgia BHC Act. The Federal
Reserve and the Department of Banking may also conduct examinations
of the Company to determine whether it is in compliance with both
BHC Acts and the regulations promulgated thereunder.
The BHC Act also requires every bank holding company to obtain
prior approval from the Federal Reserve before acquiring direct or
indirect ownership or control of more than 5% of the voting shares
of any bank which is not already majority owned or controlled by
that bank holding company. Acquisition of any additional banks
would also require prior approval from the Department of Banking.
On September 29, 1994, President Clinton signed the Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Act") which amends federal law to permit bank holding
companies to acquire existing banks in any state effective
September 29, 1995, and any interstate bank holding company is
permitted to merge its various bank subsidiaries into a single bank
with interstate branches effective June 1, 1997. States have the
authority to authorize interstate branching prior to June 1, 1997
or alternatively, to opt out of interstate branching prior to that
date.
In addition to having the right to acquire ownership or control
of other banks, a bank holding company is authorized to acquire
ownership or control of nonbanking companies, provided the
activities of such companies are so closely related to banking or
managing or controlling banks that the Federal Reserve considers
such activities to be proper to the operation and control of banks.
Regulation Y, promulgated by the Federal Reserve, sets forth those
activities which are regarded as closely related to banking or
managing or controlling banks and, thus, are permissible activities
for bank holding companies, subject to approval by the Federal
Reserve in individual cases.
Federal Reserve policy requires a bank holding company to act as
a source of financial strength and to take measures to preserve and
protect bank subsidiaries in situations where additional
investments in a troubled bank may not be warranted. Under these
provisions, a bank holding company may be required to loan money to
its subsidiaries in the form of capital notes or other instruments
which qualify for capital under regulatory rules. Any loans by the
holding company to such subsidiary banks are likely to be unsecured
and subordinated to such bank's depositors and perhaps to its other
creditors.
Bank Regulation
The Company will initially have one subsidiary bank. The Bank
will be a state bank chartered under the laws of the State of
Georgia and will be subject to examination by the Department of
Banking. The Department of Banking regulates or monitors all areas
of a bank's operations and activities, including reserves, loans,
mergers, issuance of securities, payment of dividends, interest
rates and establishment of branches.
The Bank will also be insured and regulated by the Federal
Deposit Insurance Corporation (the "FDIC"). The major functions of
the FDIC with respect to insured banks include paying depositors to
the extent provided by law in the event an insured bank is closed
without adequately providing for payment of the claims of
depositors, acting as a receiver of state banks placed in
receivership when so appointed by state authorities, and preventing
the continuance or development of unsound and unsafe banking
practices. In addition, the FDIC is authorized to examine insured
state banks which are not members of the Federal Reserve to
determine the condition of such banks for insurance purposes. The
FDIC also approves conversions, mergers consolidations and
assumption of deposit liability transactions between insured banks
and noninsured banks or institutions to prevent capital or surplus
diminution in such transactions where the resulting, continued or
assuming bank is an insured non-member state bank.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the BHC Act on any extension of credit to
the bank holding company or any of its subsidiaries, on investment
in the stock or other securities of the bank holding company or its
subsidiaries, and on the taking of such stock or securities as
collateral for loans to any borrower. In addition, a bank holding
company and its subsidiaries are prohibited for engaging in certain
tying arrangements in connection with any extension of credit or
provision of any property or services.
Capital Requirements
Regulatory agencies measure capital adequacy with a framework
that makes capital requirements sensitive to the risk profile of
the individual banking institution. The guidelines define capital
as either Tier 1 capital (primary shareholders equity) or Tier 2
capital (certain debt instruments and a portion of the reserve for
loan losses). There are two measures of capital adequacy for bank
holding companies and their subsidiary banks: the Tier 1 leverage
ratio and the risk-based capital requirements. Bank holding
companies and their subsidiary banks must maintain a minimum Tier
1 leverage ratio of 4%. In addition, Tier 1 capital must equal 4%
of risk-weighted assets, and total capital (Tier 1 plus Tier 2)
must equal 8% of risk-weighted assets. These are minimum
requirements, however, and institutions experiencing internal
growth (which will initially be the case for the Bank) or making
acquisitions, as well as institutions with supervisory or
operational weaknesses, will be expected to maintain capital
positions well above these minimum levels.
The federal banking agencies have proposed amending the capital
adequacy standards to provide for the consideration of interest
rate risk in the overall determination of a bank's capital ratio
and to require banks with greater interest rate risk to maintain
adequate capital for the risk. It is uncertain what effect these
regulations, when implemented, would have on the Company and the
Bank.
The Federal Deposit Insurance Corporation Improvements Act of
1991 (the "1991 Act") imposes a regulatory matrix which requires
the federal banking agencies to take prompt corrective action to
deal with depository institutions that fail to meet their minimum
capital requirements or are otherwise in a troubled condition. The
prompt corrective action provisions require undercapitalized
institutions to become subject to an increasingly stringent array
of restrictions, requirements and prohibitions, as their capital
levels deteriorate and supervisory problems mount. Should these
corrective measures provide unsuccessful in recapitalizing the
institution and correcting its problems, the 1991 Act mandates that
the institution be placed in receivership.
Pursuant to regulations promulgated under the 1991 Act, the
corrective actions that the banking agencies either must or may
take are tied primarily to an institution's capital levels. In
accordance with the framework adopted by the 1991 Act, the banking
agencies have developed a classification system, pursuant to which
all banks and thrifts are placed into one of five categories:
well-capitalized institutions, adequately capitalized institutions,
undercapitalized institutions, significantly undercapitalized
institutions and critically undercapitalized institutions. The
capital thresholds established for each of the categories are as
follows:
<TABLE>
<S> <C> <C> <C> <C>
Capital Tier 1 Total Risk- Tier 1 Risk-
Category Capital Based Capital Based Capital Other
Well Capitalized 5% or more 10% or more 6% or more Not
Subject
to a
capital
directive
Adequately 4% or more 8% or more 4% of more -
Capitalized
Undercapitalized less than 4% less than 8% less than 4% -
Significantly less than 3% less than 6% less than 3% -
Undercapitalized
Critically 2% or less - - -
Undercapitalized tangible equity
</TABLE>
The capital guidelines can affect the Company in several ways.
After completion of this offering, the Company's capital levels
will initially be more than adequate. However, rapid growth, poor
loan portfolio performance, poor earnings performance, or a
combination of these factors, could change the Company's capital
position in a relatively short period of time, making an additional
capital infusion necessary.
The Department of Banking will require the Bank to maintain a
ratio (the "primary capital ratio") of total capital (which is
essentially Tier 1 capital plus the allowance for loan losses) to
total assets (defined as balance sheet assets plus the allowance
for loan losses) of at least 6%. In addition, the Bank expects
that, in accordance with the Department of Banking policy, the Bank
will be required to maintain a primary capital ratio of 8% during
its first three years of operation.
CRA and Fair Lending
On April 19, 1995, the federal bank regulatory agencies adopted
revisions to the regulations promulgated pursuant to the Community
Reinvestment At (the "CRA"), which are intended to set distinct
assessment standard for financial institutions. The revised
regulation contains three evaluation tests: (a) a lending test
which will compare the institution's market share of loans in low-
and moderate-income areas to its market share of loans in its
entire service area and the percentage of a bank's outstanding
loans to low- and moderate-income areas or individuals, (b) a
services test which will evaluate the provision of services that
promote the availability of credit to low- and moderate-income
areas, and (c) an investment test, which will evaluate an
institution's record of investments in organizations designed to
foster community development, small- and minority-owned businesses
and affordable housing lending, including state and local
government housing or revenue bonds. The regulation is designed to
reduce the paperwork requirements of the current regulations and
provide regulators, institutions and community groups with a more
objective and predictable manner with which to evaluate the CRA
performance of financial institutions. The rule became effective
on January 1, 1996, at which time evaluation under streamlined
procedures began for institutions with assets of less than $250
million that are owned by a holding company with total assets of
less than $1 billion.
Congress and various federal agencies (including, in addition
to the bank regulatory agencies, the Department of Housing and
Urban Development, the Federal Trade Commission and the Department
of Justice) (collectively the "Federal Agencies") responsible for
implementing the nation's fair lending laws have been increasingly
concerned that prospective home buyers and other borrowers are
experiencing discrimination in their efforts to obtain loans. In
recent years, the Department of Justice has filed suit against
financial institutions which it determined had discriminated,
seeking fines and restitution for borrowers who allegedly suffered
from discriminatory practices. Most, if not all, of these suits
have been settled (some for substantial sums) without a full
adjudication on the merits.
On March 8, 1994, the Federal Agencies, in an effort to clarify
what constitutes lending discrimination and to specify the factors
the agencies will consider in determining if lending discrimination
exists, announced a joint policy statement detailing specific
discriminatory practices prohibited under the Equal Credit
Opportunity Act and the Fair Housing Act. In the policy statement,
three methods of proving lending discrimination were identified:
(a) overt evidence of discrimination, when a lender blatantly
discriminates on a prohibited basis, (b) evidence of disparate
treatment, when a lender treats applicants differently based on a
prohibited factor even where there is no showing that the treatment
was motivated by prejudice or a conscious intention to discriminate
against a person, and (c) evidence of disparate impact, when a
lender applies a practice uniformly to all applicants, but the
practice has a discriminatory effect, even where such practices are
neutral on their face and are applied equally, unless the practice
can be justified on the basis of business necessity.
FDIC Insurance Assessments
The Bank will be subject to FDIC deposit insurance assessments
for the Bank Insurance Fund. The FDIC has implemented a risk-based
assessment system whereby banks are assessed on a sliding scale
depending on their placement in nine separate supervisory
categories. The highest-rated institutions pay the statutory
annual minimum of $2,000 for FDIC insurance. Rates for all other
institutions are reduced by four cents per $100 as well, leaving a
premium range of 3 cents to 27 cents per $100.
Future Requirements
Statutes and regulations are regularly proposed which contain
wide-ranging proposals for altering the structures, regulations and
competitive relationship of the nation's financial institutions.
It cannot be predicted whether or what form any proposed statute or
regulation will be adopted or the extent to which the business of
the Company and the Bank may be affected by such statute or
regulation.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Stewart, Melvin & Frost, LLP, Gainesville,
Georgia.
EXPERTS
The financial statements of the Company at August 31, 1996, and
for the period from March 15, 1996 (inception) until August 31,
1996, set forth herein have been so included in reliance on the
report of Snyder, Camp, Stewart & Co., LLP, independent certified
public accountants, given on the authority of that firm as experts
in accounting and auditing.
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A development stage company)
Financial Statements
For the Period Ending August 31, 1996
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Index to Financial Statements
Independent Auditors' Report F-2
Financial Statements:
Balance Sheet as of August 31, 1996 F-3
Statement of Operations for the period from
March 15, 1996 (inception) to August 31, 1996 F-4
Statement of Stockholder's Equity for the
period from March 15, 1996 (inception) to August
31, 1996 F-5
Statement of Cash Flows for the period from
March 15, 1996 (inception) to August 31, 1996 F-6
Notes to Financial Statements F-7
F-1
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
First Georgia Community Corp.
We have audited the accompanying balance sheet of First Georgia
Community Corp. (a development stage corporation) as of August 31,
1996, and the related statements of operations, stockholder's
equity and cash flows for the period from March 15, 1996
(inception) to August 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of First
Georgia Community Corp. as of August 31, 1996 and the results of
its operations and its cash flows for the period from March 15,
1996 (inception) to August 31, 1996 in conformity with generally
accepted accounting principles.
/s/ SNYDER, CAMP, STEWART & CO., LLP
Norcross, Georgia
September 17, 1996
F-2
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Balance Sheet
August 31, 1996
Assets
<TABLE>
<S> <C>
Cash $ 8,778.78
Deferred organization costs 53,742.22
Other assets 18,839.00
$ 81,360.00
Liabilities and Stockholder's Equity
Liabilities:
Advances from organizers $106,000.00
Accrued expenses 233.21
Total liabilities 106,233.21
Stockholder's equity:
Capital stock, $5.00 par value; 10,000,000 shares
authorized; 1 share issued and outstanding 5.00
Additional paid-in capital 5.00
Accumulated deficit (24,883.21)
Total stockholder's equity (24,873.21)
$ 81,360.00
</TABLE>
See accompanying auditors' report and notes to financial statements.
F-3
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Statement of Operations
For the Period from March 15, 1996 (inception) to August 31, 1996
<TABLE>
<S> <C>
Expenses:
Personnel expenses $(24,650.00)
Interest (233.21)
Net loss $ (24,883.21)
</TABLE>
See accompanying auditors' report and notes to financial statements.
F-4
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Statement of Stockholder's Equity
For the Period from March 15, 1996 (inception) to August 31, 1996
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Additional During the
Preferred Common Paid-in Development
Stock Stock Capital Stage Total
Proceeds from the sale of
organization shares $ - 5.00 5.00 - 10.00
Net loss - - - (24,883.21)(24,883.21)
Balance, August 31, 1996 $ - 5.00 5.00 (24,883.21)(24,873.21)
</TABLE>
See accompanying auditors' report and notes to financial statements.
F-5
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Statement of Cash Flows
For the Period from March 15, 1996 (inception) to August 31, 1996
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $(24,883.21)
Adjustments to reconcile net
loss to net cash used
for operating activities:
Increase in deferred expenses (53,742.22)
Increase in accrued expenses 233.21
Net cash used for operating activities (78,392.22)
Cash flows from investing activities:
Increase in other assets 18,839.00
Net cash used by investing activities (18,839.00)
Cash flows from financing activities:
Proceeds from the sale of organization shares 10.00
Increase in advances from organizers 106,000.00
Net cash provided by financing activities 106,010.00
Net increase in cash and cash equivalents $ 8,778.78
</TABLE>
See accompanying auditors' report and notes to financial statements.
F-6
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Notes to Financial Statements
August 31, 1996
(1)Organization and Summary of Significant Accounting Policies
First Georgia Community Corp. (the "Company") was incorporated on August 7,
1996, for the purpose of becoming a bank holding company for its proposed wholly
owned subsidiary, First Georgia Community Bank (the "Bank"), which will operate
in the Butts County area. The organizers of the Bank filed a joint applica-
tion to charter the Bank with the Department of Banking and Finance and the
Federal Deposit Insurance Corporation. The Company is also making an applica-
tion to become a bank holding company with the Federal Reserve Bank of
Atlanta.
Neither the Company nor the Bank has commenced their respective operations as
a bank holding company or as a commercial bank and neither will do so unless
regulatory approvals are obtained and the required capitalization of the Bank by
the Company is obtained from proceeds of the sale of the Company's common stock.
Prior to the Company's incorporation on August 7, 1996, organizational and pre-
opening activities were conducted by the organizers. Expenditures on behalf of
the Company by the organizers are considered expenditures of the Company. Costs
of organizing the Company have been capitalized and will be amortized over five
years using the straight-line method upon commencement of operations. Costs of
the intended common stock offering have been deferred and will be offset against
the proceeds of the offering upon successful completion. These costs will be
charged to expense if the minimum offering is not purchased. Additional
costs are expected to be incurred for both organization costs and stock offering
costs.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Financial instruments that potentially subject the Company to credit risk
include cash on deposit with banks. The fair values of cash and interest
bearing borrowings approximate their carrying amounts.
The Company will be subject to federal and state income taxes when taxable
income is generated. No income taxes have been recognized because no taxable
income has been generated.
The Company plans to adopt a calendar year for both financial reporting and tax
reporting purposes.
F-7
<PAGE>
FIRST GEORGIA COMMUNITY CORP.
(A Development Stage Corporation)
Notes to Financial Statements, Continued
August 31, 1996
(2)Advances from Organizers
Prior to incorporation, the organizers secured a line of credit with a maximum
limit of $500,000. Organizational costs, pre-opening expenses, and offering
expenses incurred prior to commencing operations, will be funded through the
use of this line. The line has a maturity date of June 10, 1997 and carries
an initial interest rate of 8.25%, which varies with the prime rate. The
outstanding balance of $51,000 on August 31, 1996 is included in advances
from organizers. Upon successful completion of the sale of common stock, the
organizers will be reimbursed from the proceeds from the offering. If the
offering is not successful, the advances will not be repaid.
(3)Common Stock Offering
The Company intends to file a Registration Statement on Form SB-2 with the
Securities and Exchange Commission offering for sale a minimum of 510,000 and
a maximum of 700,000 shares of the Company's $5.00 par value common stock at
$10 per share.
(4)Stock Option Plan
The Company plans to offer stock options for as many as 20,000 shares of its
common stock to its President under terms of an employment agreement. The per
share exercise price for all options granted pursuant to the employment
agreement is the greater of book value or $10.
(5)Commitments
The Company has entered into agreements with an organizer of the Company for
the purchase of properties to be used for banking locations. The aggregate
contract purchase price for these properties is $395,000. Closing is contingent
upon approval by regulatory authorities and successful completion of the sale of
the Company's stock.
The organizers of the Bank have entered into an employment agreement with one
of the organizing directors to serve as President and Chief Executive Officer of
the Company and the Bank providing for an annual base salary, the right to
receive a bonus (based upon performance standards), the right to receive stock
options, and other customary executive benefits.
F-8
SUBSCRIPTION AGREEMENT EXHIBIT "A"
First Georgia Community Corp.
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
Attn: John L. Coleman
Gentlemen:
The undersigned hereby subscribes for and agrees to purchase the
number of shares of Common Stock, par value $5.00 per share (the
"Common Stock"), of First Georgia Community Corp., a Georgia
corporation (the "Company"), indicated below. The undersigned has
executed and delivered this Subscription Agreement in connection
with the Company's offering of Common Stock described in its
Prospectus date _____________________, 1996. (Such Prospectus,
including any amendments and supplements thereto, is herein called
the "Prospectus").
The undersigned agree to purchase the shares of Common Stock
subscribed for herein for the purchase price of $10.00 per share.
All checks should be made payable to "SouthTrust Bank - Escrow
Account for First Georgia Community Corp." A check in an amount
equal to the full subscription price is enclosed with this
Subscription Agreement.
The undersigned acknowledges receipt of a copy of the Prospectus.
The undersigned further acknowledges that the Company has not yet
begun operations and that an investment in the Common Stock
involves significant risks, as set forth under "Risk Factors" in
the Prospectus. The undersigned understands that no federal or
state agency has made any finding or determination regarding the
fairness of the offering of the Common Stock, the accuracy or
adequacy of the Prospectus, or any recommendations or endorsement
concerning an investment in the Common Stock.
The undersigned agrees that this subscription is binding on the
undersigned and is irrevocable by the undersigned until the
Expiration Date as defined in the Prospectus. The undersigned
acknowledges that this Subscription Agreement shall not constitute
a valid and binding obligation of the Company until accepted by the
Company in writing, and that the Company has the right to reject
this Subscription Agreement, either in whole or in part, in its
sole discretion.
Number of Shares
(minimum 100 shares): _____________________________________________
Please PRINT or
TYPE exact name(s) in which
Total Subscription Price undersigned desires shares to be registered
(at $10.00 per share): $_________
<PAGE>
SUBSTITUTE W-9
Under the penalties of perjury, I certify that: (a) the Social
Security number of Taxpayer Identification Number given below is
correct; and (2) I am not subject to backup withholding.
INSTRUCTION: YOU MUST CROSS OUT #2 ABOVE IF YOU HAVE BEEN NOTIFIED
BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO BACKUP
WITHHOLDING BECAUSE OF UNDER REPORTING INTEREST OR DIVIDENDS ON
YOUR TAX RETURN.
______________________________ _______________________________
Date Signatures(s)*
______________________________ ________________________________
Area Code and Telephone No. Please indicate form of
ownership the undersigned
desires for the shares
individual, joint tenants
with right of survivorship,
tenants in common, trust,
corporation, partnership,
custodian, etc.)
______________________________
Social Security or Federal ________________________________
Taxpayer Identification No. Street Address
________________________________
City/State/Zip Code
TO BE COMPLETED BY THE COMPANY
Accepted as of ________________, 199___, as to ____________ shares.
FIRST GEORGIA COMMUNITY CORP.
By:_____________________________
Signature
____________________________
Print Name
* When signing as attorney, trustee, administrator, or guardian,
please give your full title as such. If a corporation, please
sign in full corporate name by president or other authorized
officer. In case of joint tenants, each joint owner must sign.
<PAGE>
_____________________________________________________
The Company reserves the right, in its sole discretion to
reject any and all subscriptions, and no subscription will be
effective until accepted by the Company.
No person has been authorized by the Company to give any
information or to make any representations not contained
in this Prospectus, and any information or statement not
contained herein must not be relied upon as having been
authorized by the Company. The delivery of this
Prospectus does not imply that the information contained
herein is correct as of any time subsequent to its date.
The Company has undertaken to update this Prospectus to
reflect any facts or events arising after the date hereof,
which individually or in the aggregate represent a
fundamental change in the information set forth herein and
to include any material information with respect to the plan
of distribution not previously disclosed in the Prospectus or
any material changes to such information.
Subscribers should not construe the contents of this
Prospectus or any communication from the Company,
whether written or oral, as legal, tax accounting, or other
expert advice. Each subscriber should consult his or her
own counsel, accountants and other professional advisors
as to all matters concerning his or her investment in shares
of the Common Stock.
The shares of Common Stock of the Company offered
hereby are not deposits insured by the Federal Deposit
Insurance Corporation.
This Prospectus does not constitute an offer to sell in any
jurisdiction or a solicitation of an offer to buy any of the
shares of the Common Stock to any person in any
jurisdiction in which such offer or solicitation is unlawful.
TABLE OF CONTENTS
Page
Risk Factors..................................................
The Offering..................................................
Use of Proceeds.............................................
Estimated Expenditures...................................
Pro Forma Capitalization.................................
Dividends......................................................
Business of the Company and the Bank............
Management.................................................
Market for Common Stock and Related
Shareholder Matters.....................................
Description of Common Stock of the
Company....................................................
Certain Provisions of the Company's
Articles of Incorporation and
ByLaws......................................................
Supervision and Regulation.............................
Legal Matters................................................
Experts.........................................................
Financial Statements......................................F-1
Subscription Agreement..................................Exhibit "A"
_____________________________________________________
<PAGE>
_____________________________________________________
FIRST GEORGIA COMMUNITY CORP.
A Proposed Bank Holding Company
for
FIRST GEORGIA COMMUNITY BANK
A Proposed State Bank
700,000
Shares of
Common Stock
PROSPECTUS
____________________________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Consistent with the pertinent provisions of the laws of Georgia,
the Registrant's Articles of Incorporation provide that the
Registrant shall have the power to indemnify its directors and
officers against expenses (including attorney's fees) and
liabilities arising from actual or threatened actions, suits or
proceedings, whether or not settled, to which they become subject
by reason of having served in such role if such director or officer
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Registrant
and, with respect to a criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Advances against expenses shall be made so long as the person
seeking indemnification agrees to refund the advances if it is
ultimately determined that he or she is not entitled to
indemnification. A determination of whether indemnification of a
director or officer is proper because he or she met the applicable
standard of conduct shall be made (a) by the Board of Directors of
the Registrant, (b) in certain circumstances, by independent legal
counsel in a written opinion, or (c) by the affirmative vote of a
majority of the shares entitled to vote.
Item 25. Other Expenses of Issuance and Distribution.
Expenses of the sale of the Registrant's Common Stock, $5.00 par
value, are as follows:
Registration Fee $ 2,414
Legal Fees and Expenses (Estimate) 20,000
Accounting Fees and Expenses (Estimate) 5,000
Printing and Engraving Expenses (Estimate) 2,500
Miscellaneous (Estimate) 5,086
Total $ 35,000
Item 26. Recent Sales of Unregistered Securities.
On August 8, 1996, the Registrant issued to John L. Coleman, in
a private placement one share of the Registrant's Common Stock,
$5.00 par value per share, for an aggregate purchase price of $10
in connection with the organization of the Company. The sale to
Mr. Coleman was exempt from registration under the Securities Act
of 1933 pursuant to Section 4(2) of such Act because it was a
transaction by an issuer which did not involve a public offering.
Item 27. Exhibits.
Exhibit Description
Number
3.1 Articles of Incorporation
3.2 ByLaws
4.1 Instruments Defining Rights of Security Holders. See
Articles of Incorporation at Exhibit 3.1 hereto and Bylaws
at Exhibit 3.2 hereto.
5.1 Legal Opinion of Stewart, Melvin & Frost, LLP
10.1 Real Estate Sales Contract
10.2 Contract for Sale of Realty
10.3 Employment Agreement of John L. Coleman
21.1 Subsidiaries of First Georgia Community Corp.
23.1 Consent of Snyder, Camp, Stewart & Co., LLP
23.2 Consent of Stewart, Melvin & Frost, LLP (appears in Legal
Opinion at Exhibit 5 hereto)
24.1 Power of Attorney (appears on the signature page to this
Registration Statement on Form SB-2)
Item 28. Undertakings.
The undersigned Registrant hereby undertakes as follows:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events which,
individually or together represent a fundamental change
in the information set forth in the Registration
Statement, and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated offering rate may
be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in column and price represent no more than
a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any additional or changed material
information the plan of distribution.
(2) For the purpose of determining any liability under the
Securities Act of 1933, to treat each post-effective amendment
an a new Registration Statement of the securities offered, and
the offering the securities at the time shall be deemed to be the
initial bona fide offering.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain
unsold at the termination of this offering.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the provisions set forth in Item 24, or otherwise, the Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements of filing on Form SB-
2 and authorized this registration statement to be signed on its
behalf by the undersigned, in the City of Jackson, State of
Georgia, on October 3, 1996.
FIRST GEORGIA COMMUNITY CORP.
By: s/John L. Coleman
Print Name: John L. Coleman
Title: President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that each person whose signature
appears below constitutes and appoints John L. Coleman and Alfred
D. Fears, Jr. his or her true and lawful attorneys-in-fact and
agent, with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including post-
effective amendments) to this registration statement, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully and to
all intents and purposes as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue of the powers herein granted.
Pursuant to the requirements to the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Name Position Date
s/ John L. Coleman Director; President 10/3/96
John L. Coleman and C.E.O.
s/ Alfred D. Fears, Jr. Director; Corporate 10/3/96
Alfred D. Fears, Jr. Secretary and C.A.O.
s/ Harry Lewis Director; Treasurer 10/3/96
Harry Lewis and C.F.O.
s/D. Richard Ballard Director 10/3/96
D. Richard Ballard
s/Charles W. Carter Director 10/3/96
Charles W. Carter
s/William B. Jones Director 10/3/96
William B. Jones
______________________________ Director ________
Joey McClelland
______________________________ Director ________
Alexander Pollack
s/ Robert Ryan Director 10/3/96
Robert Ryan
s/ James H. Warren Director 10/3/96
James H. Warren
______________________________ Director ________
George L. Weaver
<PAGE>
INDEX OF EXHIBITS
Exhibit Sequential
Number Description Page
3.1 Articles of Incorporation __________
3.2 Bylaws __________
4.1 Instruments Defining Rights of Security
Holders. See Articles of Incorporation
at Exhibit 3.1 hereto and Bylaws at
Exhibit 3.2 hereto. __________
5.1 Legal Opinion of Stewart, Melvin &
Frost, LLP __________
10.1 Purchase Real Estate Sales Contract __________
10.2 Contract for Sale of Realty __________
10.3 Employment Agreement of
John L. Coleman __________
21.1 Subsidiaries of First
Georgia Community Corp. __________
23.1 Consent of Snyder, Camp, Stewart
& Co., LLP __________
23.2 Consent of Stewart, Melvin
& Frost, LLP __________
24.1 Power of Attorney (appears on the signature
page to this Registration Statement on
Form SB-2) __________
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
FIRST GEORGIA COMMUNITY CORP.
1.
The name of the Corporation is: "First Georgia Community Corp."
2.
The Corporation is organized pursuant to the provisions of the
Georgia Business Corporation Code.
3.
The object of the Corporation is pecuniary gain and profit, and
the Corporation is formed for the purpose of becoming and operating
as a bank holding company and engaging in such related and
permissible activities in connection therewith as the Board of
Directors may from time to time specify by resolution.
4.
The Corporation shall have authority to issue Ten Million
(10,000,000) shares of common stock (the "Common Stock"), $5.00 par
value.
5.
The initial registered office of the Corporation shall be at 150
Covington Street, Jackson, Butts County, Georgia 30233. The
initial registered agent of the Corporation at such address shall
be John L. Coleman.
<PAGE>
6.
The mailing address of the initial principal office of the
corporation is 150 Covington Street, P. O. Box 1534, Jackson,
Georgia 30233.
7.
(a) Except as provided in paragraph (b) of this Article 7, the
Board of Directors shall have the right to adopt, amend or repeal
the bylaws of the Corporation by the affirmative vote of a majority
of all directors then in office, and the shareholders shall have
such right by the affirmative vote of a majority of the issued and
outstanding shares of the Corporation entitled to vote in an
election of directors.
(b) Notwithstanding paragraph (a) of this Article 7, any
amendment of the bylaws of the Corporation changing the number of
directors shall require the affirmative vote of two-thirds (2/3) of
all directors then in office or the affirmative vote of the holders
of two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors, at any
regular or special meeting of the shareholders, and notice of the
proposed change must be contained in the notice of the meeting.
8.
(a) At any shareholders' meeting with respect to which notice
of such purpose has been given, the entire Board of Directors or
any individual director may be removed without cause only by the
affirmative vote of the holders of a majority of the issued and
outstanding shares of the Corporation.
(b) At any shareholders' meeting with respect to which notice
of such purpose has been given, the entire Board of Directors or
any individual director may be removed with cause only by the
affirmative vote of the holders of a majority of the shares of the
Corporation represented at the meeting either in person or by
proxy.
(c) For purposes of this Article 8, a director of the
Corporation may be removed for cause if (i) the director has been
convicted of a felony; (ii) any bank regulatory authority having
jurisdiction over the Corporation requests or demands the removal;
or (iii) at least two-thirds (2/3) of the directors of the
Corporation then in office, excluding the director to be removed,
determine that the director's conduct has been inimical to the best
interests of the Corporation.
(d) Unless two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Article 8 may be amended
or rescinded only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote in an election of directors, at any
regular or special meeting of the shareholders, and notice of the
proposed change must be contained in the notice of the meeting.
9.
The initial Board of Directors of the Corporation shall consist
of eleven (11) members who shall be and whose addresses are:
D. Richard Ballard
1018 Stark Road
Jackson, GA 30233
Charles W. Carter
853 W. 3rd Street
Jackson, GA 30233
John L. Coleman
3 Walnut Drive
Cartersville, GA 30120
Alfred D. Fears, Jr.
448 Foxhollow Woods Drive
Jackson, GA 30233
William B. Jones
642 Stark Road
Jackson, GA 30233<PAGE>
Harry Lewis
549 Wesley Drive
Jackson, GA 30233
Joey McClelland
2419 W. Highway 16
Jackson, GA 30233
Dr. Alexander Pollack
140 Strickland Pasture Road
Jackson, GA 30233
Robert Ryan
108 Old McIntosh Circle
Jackson, GA 30233
James H. Warren
866-A Halls Bridge Road
Jackson, GA 30233
George L. Weaver
2705 High Falls Road
Jackson, GA 30233
10.
(a) A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages, for
breach of any duty as a director, except for liability for:
(i) any appropriation, in violation of his or her duties, of
any business opportunity of the Corporation;
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(iii) the types of liability set forth in Section 14-2-
832 of the Georgia Business Corporation Code
dealing with unlawful distributions of corporate
assets to shareholders; or
(iv) any transaction from which the director derived an
improper material tangible personal benefit.
(b) Any repeal or modification of this Article by the
shareholders of the Corporation shall be prospective only and shall
not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
(c) Unless two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Article 10 may be amended
or rescinded only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote thereon, at any regular or special
meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
11.
Any action required by law or by the Bylaws of the Corporation
to be taken at a meeting of the shareholders of the Corporation,
and any action which may be taken at such a meeting, may be taken
without a meeting, if written consent, setting forth the action so
taken, is signed by persons entitled to vote at a meeting those
shares having sufficient voting power to cast not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote
were present and voted. Notice of such action without a meeting
by less than unanimous written consent shall be given within ten
(10) days after taking such action to those shareholders of record
on the date when the written consent is first executed and whose
shares were not represented on the written consent.
12.
(a) Approval of any merger or share exchange of the Corporation
with or into any other corporation, or any sale, lease, exchange or
other disposition of all or substantially all of the assets of the
Corporation to any other corporation, person or other entity, shall
require either:
(i) the affirmative vote of two-thirds (2/3) of the directors
of the Corporation then in office and the affirmative vote
of a majority of the issued and outstanding shares of the
Corporation entitled to vote; or
(ii) the affirmative vote of a majority of the directors of
the Corporation then in office and the affirmative vote
of the holders of at least two-thirds (2/3) of the
issued and outstanding shares of the Corporation
entitled to vote.
(b) The Board of Directors shall have the power to determine for
the purposes of this Article 12, on the basis of information known
to the Corporation, whether any sale, lease, exchange or other
disposition of part of the assets of the Corporation involves
substantially all of the assets of the Corporation.
(c) Unless two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Article 12 may be amended
or rescinded only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote thereon at any regular or special
meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
13.
(a) The Board of Directors, when evaluating any offer of another
party (i) to make a tender offer or exchange offer for any equity
security of the Corporation, (ii) to merge or consolidate any other
corporation with the Corporation, or (iii) to purchase or otherwise
acquire all or substantially all of the assets of the Corporation,
shall, in determining what is in the best interests of the
Corporation and its shareholders, give due consideration to all
relevant factors, including without limitation: (A) the short-term
and long-term social and economic effects on the employees,
customers, shareholders and other constituents of the Corporation
and its subsidiaries, and on the communities within which the
Corporation and its subsidiaries operate (it being understood that
any subsidiary bank of the Corporation is charged with providing
support to and being involved in the communities it serves); and
(B) the consideration being offered by the other party in relation
to the then-current value of the Corporation in a freely negotiated
transaction and in relation to the Board of Directors' then-
estimate of the future value of the Corporation as an independent
entity.
(b) Unless two-thirds (2/3) of the directors then in office
shall approve the proposed change, this Article 13 may be amended
or rescinded only by the affirmative vote of the holders of at
least two-thirds (2/3) of the issued and outstanding shares of the
Corporation entitled to vote thereon, at any regular or special
meeting of the shareholders, and notice of the proposed change must
be contained in the notice of the meeting.
14.
Should any provision of these Articles of Incorporation, or any
clause hereof, be held to be invalid, illegal or unenforceable, in
whole or in part, the remaining provisions and clauses of these
Articles of Incorporation shall remain valid and fully enforceable.
15.
The name and address of the incorporator of the Corporation is
John L. Coleman, 150 Covington Street, Jackson, Georgia 30233.
IN WITNESS WHEREOF, the undersigned has caused these Articles of
Incorporation to be executed, this 6th day of August, 1996.
STEWART, MELVIN & FROST, LLP
By: s/Treadwell Syfan
Attorneys for Incorporator
Stewart, Melvin & Frost, LLP
P.O. Box 3280
Gainesville, Georgia 30503
770-536-0101
<PAGE>
EXHIBIT 3.2
BYLAWS OF FIRST GEORGIA COMMUNITY CORP.
<PAGE>
BYLAWS OF
FIRST GEORGIA COMMUNITY CORP.
INDEX
Page
ARTICLE ONE - OFFICES.......................................
ARTICLE TWO - SHAREHOLDERS' MEETINGS........................
2.1 Annual Meeting....................................
2.2 Special Meeting...................................
2.3 Place.............................................
2.4 Notice............................................
2.5 Quorum............................................
2.6 Proxies; Required Vote............................
2.7 Presiding Officer and Secretary...................
2.8 Shareholder List..................................
2.9 Action in Lieu of Meeting.........................
ARTICLE THREE - DIRECTORS...................................
3.1 Management........................................
3.2 Number of Directors...............................
3.3 Vacancies.........................................
3.4 Election of Directors.............................
3.5 Removal...........................................
3.6 Resignation.......................................
3.7 Compensation......................................
3.8 Honorary and Advisory Directors...................
ARTICLE FOUR - COMMITTEES...................................
4.1 Executive Committee...............................
4.2 Other Committees..................................
4.3 Removal...........................................
ARTICLE FIVE - MEETINGS OF THE BOARD OF DIRECTORS...........
5.1 Time and Place....................................
5.2 Regular Meetings..................................
5.3 Special Meetings..................................
5.4 Content and Waiver of Notice......................
5.5 Quorum; Participation by Telephone................
5.6 Action in Lieu of Meeting.........................
5.7 Interested Directors and Officers.................
<PAGE>
ARTICLE SIX - OFFICERS, AGENTS AND EMPLOYEES................
6.1 General Provisions................................
6.2 Powers and Duties of the Chairman of the Board of
Directors and the President.....................
6.3 Powers and Duties of Vice Presidents..............
6.4 Powers and Duties of the Secretary................
6.5 Power and Duties of the Treasurer.................
6.6 Appointment, Powers and Duties of Assistant
Secretaries.....................................
6.7 Appointment, Powers and Duties of Assistant
Treasurers......................................
6.8 Delegation of Duties..............................
ARTICLE SEVEN - CAPITAL STOCK...............................
7.1 Certificates......................................
7.2 Shareholder List..................................
7.3 Transfer of Shares................................
7.4 Record Dates......................................
7.5 Registered Owner..................................
7.6 Transfer Agent and Registrars.....................
7.7 Lost Certificates.................................
7.8 Fractional Shares or Scrip........................
ARTICLE EIGHT - BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 Inspection of Books and Records...................
8.2 Seal..............................................
8.3 Annual Statements.................................
ARTICLE NINE - INDEMNIFICATION..............................
9.1 Authority to Indemnify............................
9.2 Mandatory Indemnification.........................
9.3 Advances for Expenses.............................
9.4 Court-ordered Indemnification and Advances
for Expenses....................................
9.5 Determination of Indemnification..................
9.6 Authorization of Indemnification..................
9.7 Other Rights......................................
9.8 Insurance.........................................
9.9 Continuation of Expenses..........................
ARTICLE TEN - NOTICES; WAIVERS OF NOTICE....................
10.1 Notices...........................................
10.2 Waivers of Notice.................................
<PAGE>
ARTICLE ELEVEN - EMERGENCY POWERS...........................
11.1 Bylaws............................................
11.2 Lines of Succession...............................
11.3 Head Office.......................................
11.4 Period of Effectiveness...........................
11.5 Notices...........................................
11.6 Officers as Directors Pro Tempore.................
11.7 Liability of Officers, Directors and Agents.......
ARTICLE TWELVE - CHECKS, NOTES, DRAFTS, ETC. ...............
ARTICLE THIRTEEN - AMENDMENTS...............................
<PAGE>
BYLAWS
OF
FIRST GEORGIA COMMUNITY CORP.
ARTICLE ONE
OFFICES
The corporation shall at all times maintain its principal office
in Jackson, Georgia, its registered office in the State of Georgia
and its registered agent at that address, but it may have other
offices located within or outside the State of Georgia as the Board
of Directors may determine.
ARTICLE TWO
SHAREHOLDERS' MEETING
2.1 Annual Meeting. A meeting of shareholders of the
corporation shall be held annually, within six (6) months after the
end of each fiscal year of the corporation. The annual meeting
shall be held at such time and place and on such date as the
Directors shall determine from time to time and as shall be
specified in the notice of the meeting.
2.2 Special Meetings. Special meetings of the shareholders may
be called at any time by the corporation's Board of Directors, its
President, and by the corporation upon the written request of any
one or more shareholders, owning an aggregate of not less than
twenty-five percent of the outstanding capital stock of the
corporation. Special meetings shall be held at such time and place
and on such date as shall be specified in the notice of the
meeting.
2.3 Place. Annual or special meetings of shareholders may be
held within or without the State of Georgia.
2.4 Notice. Notice of annual or special shareholders meetings
stating place, day and hour of the meeting shall be given in
writing not less than ten or more than sixty days before the date
of the meeting, either mailed to the last known address or
personally given to each shareholder. Notice of any special
meeting of shareholders shall state the purpose or purposes for
which the meeting is called. The notice of any meeting at which
amendments to or restatements of the articles of incorporation,
merger or share exchange of the corporation, or the disposition of
corporate assets requiring shareholder approval are to be
considered shall state such purpose, and shall further comply with
all requirements of law. Notice of a meeting may be waived by an
instrument in writing executed before or after the meeting. The
waiver need not specify the purpose of the meeting or the business
transacted, unless one of the purposes of the meeting concerns a
plan of merger or share exchange, in which event the waiver shall
comply with the further requirements of law concerning such
waivers. Attendance at such meeting in person or by proxy shall
constitute a waiver of notice thereof.
2.5 Quorum. At all meetings of shareholders a majority of the
outstanding shares of stock shall constitute a quorum for the
transaction of business, and no resolution or business shall be
transacted without the favorable vote of the holders of a majority
of the shares represented at the meeting and entitled to vote. A
lesser number may adjourn from day to day, and shall announce the
time and place to which the meeting is adjourned.
2.6 Proxies; Required Vote. At every meeting of the
shareholders, including meetings of shareholders for the election
of Directors, any shareholder having the right to vote shall be
entitled to vote in person or by proxy, but no proxy shall be voted
after eleven months from its date, unless said proxy provides for
a longer period. Each shareholder shall have one vote for each
share of stock having voting power, registered in his or her name
on the books of the corporation. If a quorum is present, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on the subject matter shall be the act
of the shareholders, except as otherwise provided by law, by the
Articles of Incorporation or by these bylaws.
2.7 Presiding Officer and Secretary. At every meeting of
shareholders, the Chairman or the President, or, if such officers
shall not be present, then the person appointed by one of them
shall preside. The Secretary or an Assistant Secretary, or if such
officers shall not be present, the appointee of the presiding
officer of the meeting, shall act as secretary of the meeting.
2.8 Shareholder List. The officer or agent having charge of the
stock transfer books of the corporation shall produce for
inspection of any shareholder at, and continuously during, every
meeting of the shareholders, a complete alphabetical list of
shareholders showing the address and share holdings of each
shareholder. If the record of shareholders readily shows such
information, it may be produced in lieu of such a list.
2.9 Action in Lieu of Meeting. Any action to be taken at a
meeting of the shareholders of the corporation, or any action that
may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken
shall be signed by those persons who would be entitled to vote at
a meeting those shares having voting power to cast not less than
the minimum number (or numbers, in the case of voting by class) of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote were present and
voted.
<PAGE>
ARTICLE THREE
DIRECTORS
3.1 Management. Subject to these bylaws, or any lawful
agreement between the shareholders, the full and entire management
of the affairs and business of the corporation shall be vested in
the Board of Directors, which shall have and may exercise all of
the powers that may be exercised or performed by the corporation.
3.2 Number of Directors. The Board of Directors shall consist
of not less than ___________ (_____) nor more than _______________
(_____) members. The number of Directors may be fixed or changed
from time to time, within the minimum and maximum, by the
shareholders by the affirmative vote of two-thirds (66 2/3%) of the
issued and outstanding shares of the corporation entitled to vote
in an election of Directors, or by the Board of Directors by the
affirmative vote of two-thirds (66 2/3%) of all Directors then in
office.
3.3 Vacancies. The Directors, even though less than a quorum,
may fill any vacancy on the Board of Directors, including a vacancy
created by an increase in the number of directors. Such
appointment by the Directors shall continue until the expiration of
the term of the Director whose place has become vacant or, in the
case of an increase in the number of directors, until the next
meeting of the shareholders.
3.4 Election of Directors. The Directors shall be elected at
each annual shareholders meeting and shall serve for a term of one
year and until their successors are elected or qualified.
3.5 Removal. Any Director may be removed from office, at a
meeting with respect to which notice of such purpose is given (a)
without cause, only upon the affirmative vote of the holder of a
majority of the issued and outstanding shares of the corporation,
and (b) with cause, only upon the affirmative vote of the holders
of a majority of the issued and outstanding shares of the
corporation represented at the meeting either in person or by
proxy.
3.6 Resignation. Any Director may resign at any time either
orally at any meeting of the Board of Directors or by so advising
the Chairman of the Board of Directors or the President or by
giving written notice to the corporation. A Director who resigns
may postpone the effectiveness of his or her resignation to a
future date or upon the occurrence of a future event specified in
a written tender of resignation. If no time of effectiveness is
specified therein, a resignation shall be effective upon tender.
A vacancy shall be deemed to exist at the time a resignation is
tendered, and the Board of Directors or the shareholders may, then
or thereafter, elect a successor to the office when the resignation
by its terms become effective.
3.7 Compensation. Directors may be allowed such compensation
for their services as Directors as may from time to time be fixed
by resolution of the Board of Directors.
3.8 Honorary and Advisory Directors. When a Director of the
corporation retires under the retirement policies of the
corporation as established from time to time by the Board of
Directors, such Director automatically shall become an Honorary
Director of the corporation following his or her retirement. The
Board of Directors of the corporation also may appoint any
individual an Honorary Director, Director Emeritus, or member of
any advisory board established by the Board of Directors. Any
individual automatically becoming an Honorary Director or appointed
an Honorary Director, Director Emeritus, or member of an advisory
board as provided by this Section 3.8 may be compensated as
provided in Section 3.7, but such individual may not vote at any
meeting of the Board of Directors or be counted in determining a
quorum as provided in Section 5.5 and shall not have any
responsibility or be subject to any liability imposed upon a
Director, or otherwise be deemed a Director.
ARTICLE FOUR
COMMITTEES
4.1 Executive Committee. (a) The Board of Directors may, by
resolution adopted by a majority of the entire Board of Directors,
designate an Executive Committee consisting of one or more
Directors. Each Executive Committee member shall hold office until
the first meeting of the Board of Directors after the annual
meeting of shareholders and until the member's successor is elected
and qualified, or until the member's death, resignation or removal,
or until the member shall cease to be a Director.
(b) During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority
of the Board of Directors; provided however, that the Executive
Committee shall not have the power to amend or repeal any
resolution of the Board of Directors that by its terms shall not be
subject to amendment or repeal by the Executive Committee, and the
Executive Committee shall not have the authority of the Board of
Directors in reference to (i) the amendment of the Articles of
Incorporation or bylaws of the corporation; (ii) the adoption of a
plan of merger or consolidation; (iii) the sale, lease, exchange or
other disposition of all or substantially all the property and
assets of the corporation; or (iv) a voluntary dissolution of the
corporation or the revocation of any such voluntary dissolution.
(c) The Executive Committee shall meet from time to time on call
of the Chairman of the Board of Directors or the President or of
any two or more members of the Executive Committee. Meetings of
the Executive Committee may be held at such place or places, within
or without the State of Georgia, as the Executive Committee shall
determine or as may be specified or fixed in the respective notices
or waivers of such meetings. The Executive Committee may fix its
own rules of procedure, including provision for notice of its
meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the meeting
thereof held next after they have been taken, and all such
proceedings shall be subject to revision or alteration by the Board
of Directors except to the extent that action shall have been taken
pursuant to or in reliance upon such proceedings prior to any such
revision or alteration.
(d) The Executive Committee shall act by majority vote of its
members; provided, however, that contracts or transactions of and
by the corporation in which officers or Directors of the
corporation are interested shall require the affirmative vote of a
majority of the disinterested members of the Executive Committee at
a meeting of the Executive Committee at which the material facts as
to the interest and as to the contract or transaction are disclosed
or known to the members of the Executive Committee prior to the
vote.
(e) Members of the Executive Committee may participate in
committee proceedings by means of conference telephone or similar
communications equipment by means of which all persons
participating in the proceedings can hear each other, and such
participation shall constitute presence in person at such
proceedings.
(f) The Board of Directors, by resolution adopted in accordance
with paragraph (a) of this section, may designate one or more
Directors as alternate members of the Executive Committee who may
act in the place and stead of any absent member or members at any
meeting of said committee.
4.2 Other Committees. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors, may
designate one or more additional committees, each committee to
consist of one or more of the Directors of the corporation, which
shall have such name or names, and shall have and may exercise such
powers of the Board of Directors, except the powers denied to the
Executive Committee, as may be determined from time to time by the
Board of Directors. Such committees shall provide for their own
rules of procedure, subject to the same restrictions thereon as
provided above for the Executive Committee.
4.3 Removal. The Board of Directors shall have power at any
time to remove any member of any committee, with or without cause,
and to fill vacancies in and to dissolve any such committee.
<PAGE>
ARTICLE FIVE
MEETINGS OF THE BOARD OF DIRECTORS
5.1 Time and Place. Meetings of the Board of Directors may be
held at any place either within or without the State of Georgia.
5.2 Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place, within
or without the State of Georgia, as shall be determined by the
Board of Directors from time to time.
5.3 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors
or the President on not less than one day's notice by mail,
telegram, cablegram, personal delivery or telephone to each
Director and shall be called by the Chairman of the Board of
Directors or the President in like manner and on like notice on
written request of any two or more Directors. Any such special
meeting shall be held at such time and place, within or without the
State of Georgia, as shall be stated in the notice of the meeting.
5.4 Content and Waiver of Notice. No notice of any meeting of
the Board of Directors need state the purposes thereof, except as
may be otherwise provided in these bylaws. Notice of any meeting
may be waived by an instrument in writing executed before or after
the meeting. Attendance in person at any such meeting shall
constitute a waiver of notice thereof unless the director at the
beginning of the meeting (or promptly upon his or her arrival)
objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken
at the meeting.
5.5 Quorum; Participation by Telephone. At all meetings of the
Board of Directors, the presence of a majority of the authorized
number of Directors shall be necessary and sufficient to constitute
a quorum for the transaction of business. Directors may
participate in any meeting by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation
in a meeting by means of such communications equipment shall
constitute the presence in person at such meeting. Except as may
be otherwise specifically provided by law, the Articles of
Incorporation or these bylaws, all resolutions adopted and all
business transacted by the Board of Directors shall require the
affirmative vote of a majority of the Directors present at the
meeting. In the absence of a quorum, a majority of the Directors
present at any meeting may adjourn the meeting from time to time
until a quorum is present. Notice of any adjourned meeting need
only be given by announcement at the meeting at which the
adjournment is taken.
5.6 Action in Lieu of Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if a written
consent thereto is signed by all members of the Board of Directors
or of such committee, as the case may be, and such written consent
is filed with the minutes of the proceedings of the Board if
Directors and upon compliance with any further requirements of law
pertaining to such consents.
5.7 Interested Directors and Officers. An interested Director
or officer is one who is a party to a contract or transaction with
the corporation or who is an officer or Director of, or has a
financial interest in, another corporation, partnership or
association which is a party to a contract or transaction with the
corporation. Contracts and transactions between the corporation
and one or more interested Directors or officers shall not be void
or voidable solely because of the involvement or vote of such
interested persons as long as (a) the contract or transaction is
approved in good faith by the Board of Directors or appropriate
committee by the affirmative vote of a majority of disinterested
Directors, even if the disinterested Directors be less than a
quorum, at a meeting of the Board of Directors or committee at
which the material facts as to the interested person or persons and
the contract or transaction are disclosed or known to the Board of
Directors or committee prior to the vote; or (b) the contract or
transaction is approved in good faith by the shareholders after the
material facts as to the interested person or persons and the
contract or transaction have been disclosed to them; or (c) the
contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the Board of
Directors, committee or shareholders. Interested Directors may be
counted in determining the presence of a quorum at a meeting of the
Board of Directors or committee which authorizes the contract or
transaction.
ARTICLE SIX
OFFICERS, AGENTS AND EMPLOYEES
6.1 General Provisions. The officers of the corporation shall
be a President and a Secretary, and may include a Treasurer,
Chairman of the Board of Directors, one or more Vice Presidents,
one or more Assistant Secretaries, and one or more Assistant
Treasurers. The officers shall be elected by the Board of
Directors at the first meeting of the Board of Directors after the
annual meeting of the shareholders in each year or shall be
appointed as provided in these bylaws. The Board of Directors may
elect other officers, agents and employees, who shall have such
authority and perform such duties as may be prescribed by the Board
of Directors. All officers shall hold office until the meeting of
the Board of Directors following the next annual meeting of the
shareholders after their election or appointment and until their
successors shall have been elected or appointed and shall have
qualified. Any two or more offices may be held by the same person.
Any officer, agent or employee of the corporation may be removed by
the Board of Directors with or without cause. Removal without
cause shall be without prejudice to such person's contract rights,
if any, but the election or appointment of any person as an
officer, agent or employee of the corporation shall not of itself
create contract rights. The compensation of officers, agents and
employees elected by the Board of Directors shall be fixed by the
Board of Directors or by a committee thereof, and this power may
also be delegated to any officer, agent or employee as to persons
under his or her direction or control. The Board of Directors may
require any officer, agent or employee to give security for the
faithful performance of his or her duties.
6.2 Powers and Duties of the Chairman of the Board of Directors
and the President. The powers and duties of the Chairman of the
Board of Directors and the President, subject to the supervision
and control of the Board of Directors, shall be those usually
appertaining to their respective offices and whatever other powers
and duties are prescribed by these bylaws or by the Board of
Directors.
(a) The Chairman of the Board of Directors shall preside at
all meetings of the Board of Directors and at all meetings of
the shareholders. The Chairman of the Board shall perform
such other duties as the Board of Directors may from time to
time direct. The Vice-Chairman shall act as Chairman of the
Board of Directors unless another director is elected
Chairman.
(b) The President shall, unless otherwise provided by the
Board of Directors, be the chief executive officer of the
corporation. The President shall have general charge of the
business and affairs of the corporation and shall keep the
Board of Directors fully advised. The President shall employ
and discharge employees and agents of the corporation, except
such as shall be elected by the Board of Directors, and he or
she may delegate these powers. The President shall have such
powers and perform such duties as generally pertain to the
office of the President, as well as such further powers and
duties as may be prescribed by the Board of Directors. The
President may vote the shares or other securities of any other
domestic or foreign corporation of any type or kind which may
at any time be owned by the corporation, may execute any
shareholders' or other consents in respect thereof and may in
his or her discretion delegate such powers by executing
proxies, or otherwise, on behalf of the corporation. The
Board of Directors, by resolution from time to time, may
confer like powers upon any other person or persons.
6.3 Powers and Duties of Vice Presidents. Each Vice President
shall have such powers and perform such duties as the Board of
Directors or the President may prescribe and shall perform such
other duties as may be prescribed by these bylaws. In the absence
or inability to act of the President, unless the Board of Directors
shall otherwise provide, the Vice President who has served in that
capacity for the longest time and who shall be present and able to
act, shall perform all duties and may exercise any of the powers of
the President. The performance of any such duty by a Vice
President shall be conclusive evidence of his or her power to act.
6.4 Powers and Duties of the Secretary. The Secretary shall
have charge of the minutes of all proceedings of the shareholders
and of the Board of Directors and shall keep the minutes of all
their meetings at which he or she is present. Except as otherwise
provided by these bylaws, the Secretary shall attend to the giving
of all notices to shareholders and Directors. He or she shall have
charge of the seal of the corporation, shall attend to its use on
all documents the execution of which on behalf of the corporation
under its seal is duly authorized and shall attest the same by his
or her signature whenever required. The Secretary shall have
charge of the record of shareholders of the corporation, of all
written requests by shareholders that notices be mailed to them at
an address other than their addresses on the record of
shareholders, and of such other books and papers as the Board of
Directors may direct. Subject to the control of the Board of
Directors, the Secretary shall have all such powers and duties as
generally are incident to the position of Secretary or as may be
assigned to the Secretary by the President or the Board of
Directors.
6.5 Powers and Duties of the Treasurer. The Treasurer shall
have charge of all funds and securities of the corporation, shall
endorse the same for deposit or collection when necessary and
deposit the same to the credit of the corporation in such banks or
depositaries as the Board of Directors may authorize. The
Treasurer may endorse all commercial documents requiring
endorsements for or on behalf of the corporation and may sign all
receipts and all commercial documents requiring endorsements for or
on behalf of the corporation and may sign all receipts and vouchers
for payments made to the corporation. The Treasurer shall have all
such powers and duties as generally are incident to the position of
Treasurer or as may be assigned to the Treasurer by the President
or by the Board of Directors.
6.6 Appointment, Powers and Duties of Assistant Secretaries.
Assistant Secretaries may be appointed by the President or elected
by the Board of Directors. In the absence or inability of the
Secretary to act, any Assistant Secretary may perform all the
duties and exercise all the powers of the Secretary. The
performance of any such duty shall be conclusive evidence of the
Assistant Secretary's power to act. An Assistant Secretary shall
also perform such other duties as the Secretary or the Board of
Directors may assign to him or her.
6.7 Appointment, Powers and Duties of Assistant Treasurers.
Assistant Treasurers may be appointed by the President or elected
by the Board of Directors. In the absence or inability of the
Treasurer to act, an Assistant Treasurer may perform all the duties
and exercise all the powers of the Treasurer. The performance of
any such duty shall be conclusive evidence of the Assistant
Treasurer's power to act. An Assistant Treasurer shall also
perform such other duties as the Treasurer or the Board of
Directors may assign to him or her.
6.8 Delegation of Duties. In case of the absence of any officer
of the corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors (or in the
case of Assistant Secretaries or Assistant Treasurers only, the
President) may confer for the time being the powers and duties, or
any of them, of such officer upon any other officer or elect or
appoint any new officer to fill a vacancy created by death,
resignation, retirement or termination of any officer. In such
latter event such new officer shall serve until the next annual
election of officers.
ARTICLE SEVEN
CAPITAL STOCK
7.1 Certificates. (a) The interest of each shareholder shall
be evidenced by a certificate or certificates representing shares
of the corporation which shall be in such form as the Board of
Directors may from time to time adopt and shall be numbered and
shall be entered in the books of the corporation as they are
issued. Each certificate representing shares shall set forth upon
the face thereof the following:
(i) the name of this corporation;
(ii) that the corporation is organized under the laws of the
State of Georgia;
(iii) the name or names of the person or persons to whom the
certificate is issued;
(iv) the number and class of shares, and the designation of
the series, if any, which the certificate represents;
and
(v) if any shares represented by the certificate are
nonvoting shares, a statement or notation to that
effect; and, if the shares represented by the
certificate are subordinate to shares of any other
class or series with respect to dividends or amounts
payable on liquidation, the certificate shall further
set forth on either the face or back thereof a clear
and concise statement to that effect.
(b) Each certificate shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary and may
be sealed with the seal of the corporation or a facsimile thereof.
If a certificate is countersigned by a transfer agent or registered
by a registrar, other than the corporation itself or an employee of
the corporation, the signature of any such officer of the
corporation may be a facsimile. In case any officer or officers
who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall
cease to be such officer or officers of the corporation, whether
because of death, resignation or otherwise, before such certificate
or certificates shall have been delivered by the corporation, such
certificate or certificates may nevertheless be delivered as though
the person or person who signed such certificate or certificates or
whose facsimile signatures shall have been used thereon had not
ceased to be such officer or officers.
7.2 Shareholder List. The corporation shall keep or cause
to be kept a record of the shareholders of the corporation which
readily shows, in alphabetical order or by alphabetical index, and
by classes or series of stock, if any, the names of the
shareholders entitled to vote, with the address of and the number
of shares held by each. Said record shall be presented and kept
open at all meetings of the shareholders.
7.3 Transfer of Shares. Transfers of stock shall be made
on the books of the corporation only by the person named in the
certificate, or by power of attorney lawfully constituted in
writing, and upon surrender of the certificate, or in the case of
a certificate alleged to have been lost, stolen or destroyed, upon
compliance with the provisions of Section 7.7 of these bylaws.
7.4 Record Dates. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors
may fix in advance a date as the record date for any such
determination of shareholders, such date to be not more than
seventy days and, in case of a meeting of shareholders, not less
than ten days, prior to the date on which the particular action
requiring such determination of shareholders is to be taken.
7.5 Registered Owner. The corporation shall be entitled to
treat the holder of record of any share of stock of the corporation
as the person entitled to vote such share, to receive any dividend
or other distribution with respect to such share, and for all other
purposes and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by law.
7.6 Transfer Agent and Registrars. The Board of Directors
may appoint one or more transfer agents and one or more registrars
and may require each stock certificate to bear the signature or
signatures of a transfer agent or a registrar or both.
7.7 Lost Certificates. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an
affidavit or affirmation of the fact in such manner as the Board of
Directors may require and, if the Directors so require, shall give
the corporation a bond of indemnity in form and amount and with one
or more sureties satisfactory to the Board of Directors, whereupon
an appropriate new certificate may be issued in lieu of the
certificate alleged to have been lost, stolen or destroyed.
7.8 Fractional Shares or Scrip. The corporation may, when
and if authorized so to do by its Board of Directors, issue
certificates for fractional shares or scrip in order to effect
share transfers, share distributions or reclassifications, mergers,
consolidations or reorganizations. Holders of fractional shares
shall be entitled, in proportion to their fractional holdings, to
exercise voting rights, receive dividends and participate in any of
the assets of the corporation in the event of liquidation. Holders
of scrip shall not, unless expressly authorized by the Board of
Directors, be entitled to exercise any rights of a shareholder of
the corporation, including voting rights, dividend rights or the
right to participate in any assets of the corporation in the event
of liquidation. In lieu of issuing fractional shares or scrip, the
corporation may pay in cash the fair value of fractional interests
as determined by the Board of Directors; and the Board of Directors
may adopt resolutions regarding rights with respect to fractional
shares or scrip as it may deem appropriate, including without
limitation the right for persons entitled to receive fractional
shares to sell such fractional shares or purchase such additional
fractional shares as may be needed to acquire one full share, or
sell such fractional shares or scrip for the account of such
persons.
ARTICLE EIGHT
BOOKS AND RECORDS; SEAL; ANNUAL STATEMENTS
8.1 Inspection of Books and Records. (a) Any person who
shall be the holder of record of, or authorized in writing by the
holders of record of, at least two (2%) percent of the outstanding
shares of any class or series of the corporation, upon written
demand stating the purpose thereof, shall have the right to examine
in person or by agent or attorney, at any reasonable time or times,
for any proper purpose, the books and records of account, minutes
and records of shareholders and to make extracts therefrom.
(b) A shareholder may inspect and copy the records
described in the immediately preceding paragraph only if (i) his or
her demand is made in good faith and for a proper purpose that is
reasonably relevant to his or her legitimate interest as a
shareholder; (ii) the shareholder describes with reasonable
particularity his or her purpose and the records he or she desires
to inspect; (iii) the records are directly connected with the
stated purpose; and (iv) the records are to be used only for that
purpose.
(c) If the Secretary or a majority of the
corporation's Board of Directors or Executive Committee members
find that the request is proper, the Secretary shall promptly
notify the shareholder of the time and place at which the
inspection may be conducted.
(d) If said request is found by the Secretary, the
Board of Directors or the Executive Committee to be improper, the
Secretary shall so notify the requesting shareholder on or prior to
the date on which the shareholder requested to conduct the
inspection. The Secretary shall specify in said notice the basis
for the rejection of the shareholder's request.
(e) The Secretary, the Board of Directors and the
Executive Committee shall at all times be entitled to rely on the
corporate records in making any determination hereunder.
8.2 Seal. The corporate seal shall be in such form as the
Board of Directors may from time to time determine. In the event
it is inconvenient to use such a seal at any time, the signature of
the corporation followed by the word "Seal" enclosed in parentheses
or scroll shall be deemed the seal of the corporation.
8.3 Annual Statements. Not later than four months after
the close of each fiscal year, and in any case prior to the next
annual meeting of shareholders, the corporation shall prepare:
(a) A balance sheet showing in reasonable detail
the financial condition of the corporation as of the close of its
fiscal year, and
(b) A profit and loss statement showing the results
of its operations during its fiscal year. Upon written request,
the corporation promptly shall mail to any shareholder of record a
copy of its most recent balance sheet and profit and loss
statement.
ARTICLE NINE
INDEMNIFICATION
9.1 Authority to Indemnify. The corporation shall
indemnify or obligate itself to indemnify an individual made a
party to a proceeding because he or she is or was a director,
officer, employee or agent of the corporation (or was serving at
the request of the corporation as a director, officer or employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise) for reasonable expenses, judgments, fines,
penalties and amounts paid in settlement (including attorneys'
fees), incurred in connection with the proceeding if the individual
acted in a manner he or she believed in good faith to be in or not
opposed to the best interests of the corporation and, in the case
of any criminal proceeding, he or she had no reasonable cause to
believe his or her conduct was unlawful. The termination of a
proceeding by judgment, order, settlement,or conviction,or upon a
plea of nolo contendere or its equivalent is not, of itself,
determinative that the director, officer, employee or agent did not
meet the standard of conduct set forth above. Indemnification
permitted under this section in connection with a proceeding by or
in the right of the corporation is limited to reasonable expenses
incurred in connection with the proceeding.
9.2 Mandatory Indemnification. To the extent that a
director, officer, employee or agent of the corporation has been
successful, on the merits or otherwise, in the defense of any
proceeding to which he or she was a party, or in defense of any
claim, issue, or matter therein, because he or she is or was a
director, officer, employee or agent of the corporation, the
corporation shall indemnify the director, employee or agent against
reasonable expenses incurred by him or her in connection therewith.
9.3 Advance for Expenses. The corporation shall pay for or
reimburse the reasonable expenses incurred by a director, officer,
employee or agent of the corporation who is a party to a proceeding
in advance of final disposition of the proceeding if (a) he or she
furnishes the corporation written affirmation of his or her good
faith belief that he or she has met the standard of conduct set
forth in Section 9.1 of this article, and (b) he or she furnishes
the corporation a written undertaking, executed personally or on
his or her behalf, to repay any advances if it is ultimately
determined that he or she is not entitled to indemnification. The
undertaking required by this section must be an unlimited general
obligation but need not be secured and may be accepted without
reference to financial ability to make repayment.
9.4 Court-ordered Indemnification and Advances for
Expenses. A director, officer, employee or agent of the
corporation who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting
the proceeding or to another court of competent jurisdiction.
9.5 Determination of Indemnification. Except as provided
in Section 9.2 and except as may be ordered by the court, the
corporation may not indemnify a director, officer, employee or
agent under Section 9.1 unless authorized thereunder and a
determination has been made in the specific case that
indemnification of the director, officer, employee or agent is
permissible in the circumstances because he or she has met the
standard of conduct set forth in Section 9.1. The determination
shall be made:
(a) By the Board of Directors by majority vote of
a quorum consisting of directors not at the time parties to the
proceedings;
(b) If a quorum cannot be obtained, by majority
vote of a committee duly designated by the Board of Directors (in
which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties
to the proceeding;
(c) By special legal counsel:
(i) Selected by the Board of Directors or its
committee in the manner prescribed in paragraph (a) or (b) of this
section; or
(ii) If a quorum of the Board of Directors cannot be
obtained and a committee cannot be designated, selected by
majority vote of the full Board of Directors (in which selection
directors who are parties may participate); or
(d) By the shareholders, but shares owned by or
voted under the control of directors who are at the time parties to
the proceeding may not be voted on the determination.
9.6 Authorization of Indemnification. Authorization of
indemnification or an obligation to indemnify and evaluation as to
the reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except that
if the determination is made by special legal counsel, authori-
zation of indemnification and evaluation as to reasonableness of
expenses shall be made by those entitled under subsection (c) of
Section 9.5 to select counsel.
9.7 Other Rights. The indemnification and advancement of
expenses provided by or granted pursuant to this Article Nine shall
not be deemed exclusive of any other rights, in respect of
indemnification or otherwise, to which those seeking indemni-
fication or advancement of expenses may be entitled under any
bylaw, resolution, agreement or contract either specifically or in
general terms approved by the affirmative vote of the holders of a
majority of the shares entitled to vote thereon taken at a meeting
the notice of which specified that such bylaw, resolution or
agreement would be placed before the stockholders, both as to
action by a director, trustee, officer, employee or agent in his or
her official capacity and as to action in another capacity while
holding such office or position; except that no such other rights,
in respect to indemnification or otherwise, may be provided or
granted to a director, trustee, officer, employee, or agent
pursuant to this Section 9.7 by the corporation for liability for
(a) any appropriation, in violation of his or her duties, of any
business opportunity of the corporation; (b) acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law; (c) the types of liability set forth in Section
14-2-832 of the Georgia Business Corporation Code dealing with
illegal or unauthorized distributions of corporate assets, whether
as dividends or in liquidation of the corporation or otherwise; or
(d) any transaction from which the director derived an improper
material tangible personal benefit.
9.8 Insurance. The corporation may purchase and maintain
insurance on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation or who, while a
director, officer, employee, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit
plan, or other enterprise against liability asserted against or
incurred by him or her in that capacity or arising from his or her
status as a director, officer, employee, or agent whether or not
the corporation would have power to indemnify him or her against
the same liability under this Article Nine.
9.9 Continuation of Expenses. The indemnification and
advancement of expenses provided by or granted pursuant to this
Article Nine shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a
person.
ARTICLE TEN
NOTICES; WAIVERS OF NOTICE
10.1 Notices. Except as otherwise specifically provided in
these bylaws, whenever under the provisions of these bylaws notice
is required to be given to any shareholder, Director or officer it
shall not be construed to mean personal notice, but such notice may
be given by personal notice, by telegram or cablegram, or by mail
by depositing the same in the post office or letter box in a
postage prepaid sealed wrapper, addressed to such shareholder,
Director or officer at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the
time when the same shall be thus sent or mailed.
10.2 Waivers of Notice. Except as otherwise provided in
these bylaws, when any notice is required to be given by law, by
the Articles of Incorporation or by these bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to
notice. In the case of a shareholder, such waiver of notice may be
signed by the shareholder's attorney or proxy duly appointed in
writing.
ARTICLE ELEVEN
EMERGENCY POWERS
11.1 Bylaws. The Board of Directors may adopt emergency
bylaws, subject to repeal or change by action of the shareholders,
which shall, notwithstanding any provision of law, the Articles of
Incorporation or these bylaws, be operative during any emergency in
the conduct of the business of the corporation resulting from an
attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of
its Board of Directors or its shareholders, or during any nuclear
or atomic disaster, or during the existence of any catastrophe, or
other similar emergency condition, as a result of which a quorum of
the Board of Directors or a standing committee thereof cannot
readily be convened for action. The emergency bylaws may make any
provision that may be practical and necessary for the circumstances
of the emergency.
11.2 Lines of Succession. The Board of Directors, either
before or during any such emergency, may provide, and from time to
time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the corporation shall
for any reason by rendered incapable of discharging their duties.
11.3 Head Office. The Board of Directors, either before or
during any such emergency, may (effective during the emergency)
change the head office or designate several alternative head
offices or regional offices, or authorize the officer to do so.
11.4 Period of Effectiveness. To the extent not
inconsistent with any emergency bylaws so adopted, these bylaws
shall remain in effect during any such emergency and upon its
termination, the emergency bylaws shall cease to be operative.
11.5 Notices. Unless otherwise provided in emergency
bylaws, notice of any meeting of the Board of Directors during any
such emergency may be given only to such of the Directors as it may
be feasible to reach at the time, and by such means as may be
feasible at the time, including publication, radio or television.
11.6 Officers as Directors Pro Tempore. To the extent
required to constitute a quorum at any meeting of the Board of
Directors during any such emergency, the officers of the
corporation who are present shall, unless otherwise provided in
emergency bylaws, be deemed, in order of rank and within the same
rank in order of seniority, Directors for such meeting.
11.7 Liability of Officers, Directors and Agents. No
officer, Director, agent or employee acting in accordance with any
emergency bylaw shall be liable except for willful misconduct. No
officer, Director, agent or employee shall be liable for any action
taken by him or her in good faith in such an emergency in
furtherance of the ordinary business affairs of the corporation
even though not authorized by the bylaws then in effect.
ARTICLE TWELVE
CHECKS, NOTES, DRAFTS, ETC.
Checks, notes, drafts, acceptances, bills of exchange and
other orders or obligations for the payment of money shall be
signed by such officer or officers or person or persons as the
Board of Directors by resolution shall from time to time designate.
ARTICLE THIRTEEN
AMENDMENTS
The bylaws of the corporation may be altered or amended and
new bylaws may be adopted by the shareholders at any annual or
special meeting of the shareholder or by the Board of Directors at
any regular or special meeting of the Board of Directors; provided,
however, that, if such action is to be taken at a meeting of the
shareholders, notice of the general nature of the proposed change
in the bylaws shall be given in the notice of meeting. The
shareholders may provide by resolution that any bylaw provision
repealed, amended, adopted or altered by them may not be repealed,
amended, adopted or altered by the Board of Directors. Except as
otherwise provided in the Articles of Incorporation, action by the
shareholders with respect to bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect
Directors, and action by the Board of Directors with respect to
bylaws shall be taken by an affirmative vote of a majority of all
Directors then holding office.
<PAGE>
EXHIBIT 5.1
STEWART, MELVIN & FROST, LLP
Attorneys at Law
October 3, 1996
First Georgia Community Corp.
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
Ladies and Gentlemen:
We are acting as special counsel to First Georgia Community
Corp., a Georgia corporation (the "Company"), Jackson, Georgia, in
such capacity, we have supervised certain proceedings taken by the
Company in connection with the registration under the Securities
Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder
(collectively, the "Act"), of the offer and sale of a minimum of
510,000 shares and a maximum of 700,000 shares (the "Shares") of
common stock, $5.00 par value, of the Company.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of the documents and corporate
records relating to the authorization, issuance of sale of the
Shares and have made such other investigation as we have deemed
appropriate and relevant in order to furnish the opinion set forth
below.
In our examination, we have assumed the genuiness of all
signatures, the authenticity of all documents submitted to us as
original documents, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As
to Questions of fact material and relevant to our opinion, where
such facts were not independently verified by us, we have relied,
to the extent we deemed such reliance proper, upon certificates or
representations of officers and representatives of the Company and
appropriate federal, state and local officials.
Based upon the foregoing, we are of the opinion that the
Shares have been duly authorized and when sold, will be validly
issued, fully paid and nonassessable.
This letter is furnished solely to you and may not be relied
upon by any third party.
Very truly yours,
STEWART, MELVIN & FROST, LLP
By: s/T. Treadwell Syfan
Partner
<PAGE>
EXHIBIT 10.1
STATE OF GEORGIA)
TRANSFER AND ASSIGNMENT
COUNTY OF BUTTS)
FOR VALUE RECEIVED, WILLIAM B. JONES hereby transfers and
assigns his right, title and interest unto the The First Georgia
Community Corp., in that particular Real Estate Sales Contract from
Paula Ann Masters Lassiter as Administratrix with the Will Annexed
of The Estate of Henry Adolphus Lassiter to William B. Jones, dated
May 29, 1996, a copy of which is marked Exhibit "A" and attached
hereto and incorporated herein.
This the 8th day of August, 1996.
s/William B. Jones (SEAL)
William B. Jones
Sworn to and subscribed before me
this day of ,
1996.
s/Charles Carter
WITNESS
s/Alfred D. Fears, Jr.
NOTARY PUBLIC - STATE OF GA.
DATE OF EXECUTION: 8/8/96
MY COMMISSION EXPIRES: 7/11/96
[SEAL]
<PAGE>
EXHIBIT "A"
REAL ESTATE SALES CONTRACT
THIS AGREEMENT made and entered into between WILLIAM B. JONES,
(hereinafter called the Purchaser), and PAULA ANN MASTERS LASSITER
AS ADMINISTRATRIX WITH THE WILL ANNEXED OF THE STATE OF HENRY
ADOLPHUS LASSITER, (hereinafter called the Seller).
WITNESSETH:
For and in consideration of ONE THOUSAND and 00/100 DOLLARS
($1,000.00) in hand paid to Seller, and for the further sums herein
agreed to be paid, and in consideration of the covenants,
agreements, and undertakings of the respective parties herein set
forth, the parties hereto agree and contract as follows:
1. Seller hereby agrees to sell and Purchaser hereby agrees
to purchase, upon the terms herein set forth the following
described real property referred to as the "Property", to-wit:
All that tract or parcel of land lying and being in Land
Lot 89 of the 1st Land District and the 612th Militia
District, in the City of Jackson, Butts County, Georgia,
containing 0.65 acre, more or less, and being more
particularly described on plat of survey prepared by T.A.
Carmichael, Butts County Surveyor, dated November 20,
1972, recorded in Plat Book 4, Page 16, Butts County
records. This is the same land conveyed to Henry A.
Lassiter by deed dated January 29, 1988, recorded in
Deed Book 113, Page 128, Butts County records.
2. The purchase price shall be ONE HUNDRED FORTY FIVE
THOUSAND and 00/100 DOLLARS ($145,000.00). The $1,000.00 earnest
money paid at the execution of this contract shall apply to the
purchase price at closing. The balance of the purchase price shall
be payable by cashier's check at the time of closing.
3. Seller shall convey the Property by Administrators Deed
and pay the Georgia transfer tax thereon. Said deed shall be
subject to (a) zoning ordinances affecting said Property; (b)
easements and rights-of-ways of record; (c) rights-of-way of roads
crossing the Property; and (d) ad valorem taxes not yet due and
payable. Should Purchaser, prior to closing present Seller with a
written statement of objections affecting title, and Seller does
not satisfy all valid objections, then Purchaser must either (i)
declare this contract null and void and receive a refund of all
earnest monies and, in such event, no party hereto shall
thenceforth have any right, claim, or recourse against any other
party hereto; or (ii) accept title subject to such defects. If
Purchaser elects to declare this contract null and void and receive
a full refund of all earnest money, Purchaser shall notify Seller
in writing of such election within five days after being notified
by Seller that the valid title objections have not been cured. If
Purchaser elects to accept title to the Property subject to the
valid title objections, then Purchaser shall close the purchase of
the Property within five days after being notified by Seller that
the valid title objections have not been cured.
4. Closing shall be held at 3000 Corporate Center Drive -
Suite 300 - Morrow, Georgia, 30260, at a time designated by
Purchaser on or before October 1, 1996. Possession of the Property
shall be granted by Seller to Purchaser at the time of closing.
5. All state and county ad valorem taxes shall be prorated at
the time of closing.
6. Seller shall prepare all documents and papers necessary
for closing. Purchaser shall pay any title insurance fees and
intangible taxes. Purchaser shall pay costs or fees for services
or financing initiated by Purchaser.
7. Time is of the essence of this contract.
8. This contract constitutes the sole and entire agreement
between the parties hereto and no modification of this contract
shall be binding unless attached hereto and signed by all parties
to this contract. No representation, promise, or inducement not
included in this contract shall be binding upon any party hereto.
9. This sale is made for a lump sum sales price with no
adjustments of price other than Seller agrees to pay the Georgia
Transfer Tax and Seller"s pro rata share of the ad valorem taxes.
The terms of this paragraph shall survive the closing.
10. This contract shall inure to the benefit of and be
binding upon the parties hereto, their heirs, successors,
administrators, executors and assigns.
11. This contract is executed in duplicate and each executed
copy may be deemed an original.
12. It is acknowledged by Purchaser and Seller that this
Property is pledged as collateral for a bank loan. This contract
is contingent upon Seller obtaining a release from the lender
presently holding the deed to secure debt on this Property.
13. Should Purchaser fail to close this sale within the time
specified for any reason other than Seller's default or inability
to provide marketable fee simple title, then in that event, the
earnest money paid at the execution of this contract and the
additional earnest money paid pursuant to Paragraph 15 herein shall
be forfeited to Seller as full liquidated damages, and no party
hereto shall thenceforth have any claim, right, or recourse against
any other party.
14. This contract is contingent upon Purchaser's ability,
acting diligently and in good faith, (i) to acquire certain
property adjoining the subject Property which said adjoining
property currently belongs to the Catholic church, and (ii) to have
the Property zoned to a classification which is acceptable to
Purchaser.
WITNESS my hand and seal.
s/William B. Jones (L.S.)
WILLIAM B. JONES (Date)(Purchaser)
Purchaser's Address: P. O. Box 3948
Jackson, Georgia 30233
Purchaser's Phone No.: 770/775-2386
s/Paula Ann Masters Lassiter 5/29/96(L.S.)
Paula Ann Masters Lassiter, (Date)
(Seller)As Administratrix
<PAGE>
EXHIBIT 10.2
STATE OF GEORGIA)
TRANSFER AND ASSIGNMENT
COUNTY OF BUTTS)
FOR VALUE RECEIVED, WILLIAM B. JONES hereby transfers and
assigns his right, title and interest unto the The First Georgia
Community Corp., in that particular Real Estate Sales Contract from
Most Reverend John F. Donoghue, D.D., as Archbishop of The Roman
Catholic Archdiocese of Atlanta, and/or His Successors In Office to
William B. Jones, dated May 1, 1996, a copy of which is marked
Exhibit "A" and attached hereto and incorporated herein.
This the 8th day of August, 1996.
s/William B. Jones (SEAL)
William B. Jones
Sworn to and subscribed before me
this day of ,
1996.
s/Charles Carter
WITNESS
s/Alfred D. Fears, Jr.
NOTARY PUBLIC - STATE OF GA.
DATE OF EXECUTION: 8/8/96
MY COMMISSION EXPIRES: 7/11/96
[SEAL]
<PAGE>
EXHIBIT "A"
STATE OF GEORGIA
CONTRACT FOR SALE OF REALTY
COUNTY OF BUTTS
The Undersigned Purchaser agrees to buy, and the undersigned
Seller agree to sell that certain real property (hereinafter
referred to as "Property") 1.75 acres, more or less, located in
City of Jackson, Butts County, Georgia, which property is more
fully described as follows:
TRACT I - All that tract or parcel of land lying and being in City
of Jackson, Butts County, Georgia containing one and one-fourth
acres, more or less, and being bounded now or formerly as follows:
north by Lyons street, east by property of Walter Williams, south
by property of John L. Lyons, and west by said Covington Street and
being same tract as that shown by plat of T.J. Collins, Registered
Surveyor, dated 12/12/58, and recorded in Plat Book "1", page 81,
Office Clerk Butts Superior Court.
TRACT II - All that tract or parcel of land lying, situate and
being in the City of Jackson, Georgia, County of Butts, formerly
known as the J.L. Lyons Home designated as No. 150 Covington Street
(according to the present system of numbering houses in Jackson,
Ga.) and being bounded now or formerly as follows: north by
property of Francis E. Hyland, Bishop of the Catholic Diocese of
Atlanta and by Lyon Street; east by property of Walter A. Williams
and James M. Phurrough; south by property of Charles P. Pope, James
M. Phurrough, and Carolyn Hammond; and west by Covington Street and
property of Francis E. Hyland, Bishop of the Catholic Diocese of
Atlanta.
THE PURCHASE PRICE OF THE PROPERTY SHALL BE $250,000.00. The
said Purchase Price of the Property shall be paid all in cash or by
Purchaser's certified or cashier's check at closing, as reduced by
the earnest money referenced below.
Upon the execution of this agreement, Purchaser shall tender
to Seller $1,000.00 as earnest money, to be held in escrow and be
considered a portion of the purchase price. In the event Purchaser
defaults under the terms and conditions of this agreement and
provided Seller is not in default of this agreement, Purchaser
shall have thirty (30) days after written notice by certified mail
of default from Seller to cure the default. In the event the
default has not been cured within the prescribed period of time,
Seller shall be entitled to the earnest money which shall represent
liquidated damages to Seller. It is specifically agreed that
Seller's damages under this agreement shall be limited to the
earnest money and shall be Seller's sole and exclusive remedy.
Seller and Purchaser acknowledge that it is impossible to more
precisely estimate the damages to be suffered by Seller upon
Purchaser's default, and the parties expressly acknowledge that
retention of the earnest money is intended not as a penalty, but as
full liquidated damages, pursuant to Georgia Code Annotated 13.6.7.
The parties further acknowledge that the earnest money, as the
stipulated sum of liquidated damages, is a reasonable pre-estimate
of the probable loss resulting from such a default. Seller waives
any right on the part of Seller to specific performance of this
agreement and further waives any other damages and causes of action
which may arise out of this agreement. If the purchase of the
Property is not consummated in accordance with the terms and
conditions of this Contract on account of default by Seller, the
earnest money shall be returned to Purchaser upon demand, and this
Contract shall be terminated, or Purchaser shall be entitled to an
action requiring specific performance by Seller to comply with
contract terms.
Seller warrants that he has good and marketable title to the
Property, and agrees to convey same to Purchaser at closing.
Purchaser shall have a reasonable time after acceptance of
this contract in which to examine the title to the property and in
which to furnish Seller with a written statement of objections
affecting the marketability of the title. Seller shall have a
reasonable time after receipt of such statement to satisfy all
valid objections. If Seller fails to satisfy such valid objections
within a reasonable time, the Purchaser may, at his option cancel
this contract by giving Seller written notice of such cancellation.
Seller and Purchaser agree that such papers as may be
necessary to carry out the terms of this contract shall be
delivered by them at closing.
Time is of the essence in this Contract.
This contract shall inure to the benefit of, and be binding
upon, the parties hereto, their heirs, successors, administrators,
executors and assigns.
This contract constitutes the sole and entire agreement
between the parties hereto and no modification of this contract
shall be binding unless attached hereto and signed by all parties.
No representation, promise or inducement not included in this
contract shall be bindng upon any party hereto, unless otherwise
provided for herein, and execution and delivery of a warranty deed
by Seller and the parties expressly agree that the closing
documents shall so provide.
SPECIAL STIPULATIONS
1. 1.This contract is contingent upon the Purchaser herewith
obtaining a favorable and proper commercial re-zoning on the
herein described Property.
2. This purchase is contingent upon the Purchaser being able to
purchase the following described property (hereinafter
referred to as the "Lassiter Property"):
All that tract or parcel of land being in Land Lot 89 of
the First Land District and the 612th Militia District,
in the City of Jackson, Butts County, Georgia, containing
0.65 acre, and being shown on a Plat of Survey prepared
by T.A. Carmichael, Butts County Surveyor, dated November
20, 1972, being entitled "Mr. Allan Brittain, Jackson,
Ga. 30233", and being recorded in Plat Book 4, Page 16,
in the Office of the Clerk of the Superior Court of Butts
County, Georgia. Said Plat of Survey and the descriptive
data thereon being incorporated herein by reference
thereto, in aid of description.
3. Real Estate taxes on the Property shall be prorated as of the
date of closing.
4. Seller shall pay the State of Georgia property transfer tax.
5. Possession of the Property shall be granted by Seller to
Purchaser no later than three (3) days after Closing. Seller
shall be permitted to occupy the Property for said period of
time rent-free.
6. Sale shall be closed on or before thirty (30) days from the
date the above described zoning change on the Property is
approved in writing; or, thirty (30) days from the date the
Lassiter Property is acquired by Purchaser; or, if the
Property is currently zoned for commercial use, and Purchaser
has already acquired the Lassiter property, then said sale
shall be consummated 90 days from the date of the execution of
this agreement, whichever event occurs last. See special
stipulations on Rider Page attached hereto and by this
reference made a part hereof.
This instrument shall be regarded as an offer by the Purchaser
and is open for acceptance by the Seller until 12:00 p.m. on the
3rd day of May, 1996; by which time written acceptance of such
offer must have been actually received by Purchaser.
IN WITNESS WHEREOF, the parties have hereunto set their hands
and seals the day and year below written.
5-1-96 s/William B. Jones
DATE WILLIAM B. JONES
The above offer is hereby accepted this 1st day of May ,
1996.
Most Reverend John F. Donoghue, D.D.,
as Archbishop of The Roman Catholic
Archdiocese of Atlanta, and/or His
Successors In Office
April 25, 1996 s/John F. Donoghue
Date Most Reverend John F. Donoghue, D.D.,
As Archbishop
RIDER PAGE
7. Purchaser and Seller each warrant and represent to the
other that such party has not employed any real estate broker,
agent or finder in connection with the transaction represented
hereby. Purchaser and Seller covenant and agree, each to the
other, to indemnify the other against any loss, liability, costs,
claims, demands, damages, actions, causes of action, or suits based
upon or arising out of the employment or use by the indemnifying
party of any real estate broker, agent or finder in connection with
the purchase and sale of the Property.
8. Any notice required or permitted to be given hereunder
shall be sufficient if in writing and delivered in person or sent
by U.S. Registered or Certified Mail, Return Receipt Requested,
postage prepaid, to the party being given such notice at the
following addresses:
Seller: Most Reverend John F. Donoghue, D.D., as
Archbishop of The Roman Catholic Archdiocese
of Atlanta, and/or His Successors in Office
680 West Peachtree Street
Atlanta, Georgia 30308
Attn: Ms. Anno M. Hardage
With copy to: Andrew C. Shovers, Esq.
SMITH, GAMBRELL & RUSSELL
Suite 3100, Promenade II
1230 Peachtree Street, N.E.
Atlanta, Georgia 30309-3592
Purchaser: Mr. William B. Jones
P. O. Box 933
Jackson, Georgia 30233
With copy to:
Any party may change said address by giving the other parties
hereto notice of such change of address. Notice given as
hereinabove provided shall be deemed given at the time of deposit
in the mail or delivery, as the case may be, and received by the
party to whom it is addressed at the time of delivery if delivered
in person or on the third calendar day following the date on which
said notice is deposited in the mail.
<PAGE>
EXHIBIT 10.3
Georgia Community Bank (in Organization)
EMPLOYMENT AGREEMENT
This agreement made and entered into this 28th day of May,
1996, between Georgia Community Bank, Jackson Georgia (lithe Bank")
and John Coleman, ("employee");
WHEREAS, the Bank is a state bank, regulated by the Georgia
Department Banking and Finance, insured by the Federal Deposit
Insurance Corporation, and located in Jackson, Georgia; and
WHEREAS, the Bank wants to employ the employee as President
and Chief Executive Officer of the Bank; and
WHEREAS, the parties desire to enter into this agreement
setting forth the terms and conditions of the employment
relationship of the Bank and the employee;
NOW, THEREFORE, it is agreed as follows:
I. RELATIONSHIP ESTABLISHED AND DUTIES
1. The Bank and the Bank Holding Company (when formed)
hereby will employ the employee as President and Chief
Executive Officer, to hold the title of President and
Chief Executive Officer, and to perform such services
and duties as the Board of Directors may, from time to
time, designate during the term hereof. Subject to the
terms and conditions hereof, employee will perform such
duties and exercise such authority as are customarily
performed and exercised by persons holding such office,
subject to the general direction of the Board of
Directors of the Bank, exercised in good faith in
accordance with standards of reasonable business
judgment.
2. Employee shall serve on the Board of Directors of the
Bank and the Bank Holding Company (when formed), and
shall be entitled to Directors' Fees just like any
other director, and shall serve as a non-voting member
of its Executive Committee, subject to the terms
hereof.
3. Employee accepts such employment and shall devote his
full time, attention, and efforts to the diligent
performance of his duties herein specified and as an
officer and director of the Bank and will not accept
employment with any other individual, corporation,
partnership, governmental authority, or any other
entity, or engage in any other venture for profit which
the Bank may consider to be in conflict with his or its
best interest or to be in competition with the Bank's
business, or which may interfere in any way with the
employee's performance of his duties hereunder
excepting passive personal investments in real estate,
stocks, and bonds. Any exception to this must be made
by notification and approval of the Board.
II. TERMS OF EMPLOYMENT
1. The initial term of employment under this Agreement
shall continue for 5 (five) years from the charter date
of this agreement unless such is terminated pursuant to
the terms hereof or by the first to occur of the
conditions to be stated hereinafter. This Agreement
will be automatically extended each year after the
initial term unless either party gives 90 days contrary
written notice to the other. The employee shall
purchase 15,000 shares of the initial offering of
common stock at the same time as the other initial
directors. The term previously stated notwithstanding
this contract shall be terminated by the earlier to
occur of any of the following:
a. the death of the employee;
b. the complete disability of employee. "Complete
disability" as used herein shall mean the inability
of employee, due to illness, accident, or other
physical or mental incapacity to perform the
services provided for hereunder for an aggregate of
sixty days within any period of 120 consecutive
days during the term hereof; however, these
provisions will be coordinated with and conformed
to the disability policy provided for all employees
provided, however, disability shall not constitute
a basis for discharge for cause;
c. the discharge of employee by the Bank for cause.
"Cause" as used herein shall mean:
1) such negligence or misconduct as shall
constitute, as a matter of law, a breach of
the covenants and obligations of employee
hereunder;
2) failure or refusal of employee to comply with
the provisions of this agreement;
3) employee being convicted by any duly
constituted court with competent jurisdiction
of a crime involving moral turpitude;
4) at the discretion of the Board, this contract
may be terminated if there are acts the Board
feels are moral turpitude;
5) termination of the contract at the discretion
of the Board for failure to perform at
acceptable levels of deposit growth and other
performance standards as mutually agreed upon
by the Board and employee.
Termination of employee's employment other than for "Cause" as
defined in paragraph 1.,c. above shall constitute a tender by
employee of his resignation as an officer and director of the Bank
and the Bank Holding Company. In the event of termination the
employee is entitled to severance pay equal to one month's pay for
each year employed by the Bank.
III. COMPENSATION
For all services which employee may render to the Bank during
the term hereof, the Bank shall pay to employee, subject to such
deductions as may be required by law:
1. Base Salary. An annual salary of $135,000 payable in
equal weekly installments and subject to such
deductions as may be required by law, for the first 12
months. Thereafter, annual increase reviews will be
done during the month of December for a January 1
effective increase date during the term of this
Agreement so that for the 12 months beginning on each
such anniversary date, the employee's salary increases
will take effect. The Board has sole discretion as to
the amount of the CEO's compensation.
2. Performance Bonuses. Each year, a performance bonus,
ranging from 0% to 50% of annual base salary will be
awarded, based upon mutually agreed upon goals such as
the Return on Average Assets achieved before the
application of taxes and Directors fees and expenses
based upon the following formula:
a. ROA equal to .90 but less than 1% Bonus = 5%
b. ROA greater than 1.0% but less than 1.10% Bonus =
10%
c. ROA equal to 1.10% but less than 1.20% Bonus = 15%
d. ROA equal to 1.20% but less than 1.30% Bonus = 20%
e. ROA equal to 1.30% but less than 1.40% Bonus = 25%
f. ROA equal to 1.40% but less than 1.60% Bonus = 30%
g. ROA equal to 1.60% but less than 1.75% Bonus = 35%
h. ROA equal to 1.75% but less than 2.00% Bonus = 40%
i. ROA over 2.00% Bonus = 50%
3. Stock Options. The Employee shall have the right and
option to purchase an additional number of shares of
common stock of the Bank Holding Company in the
following sequence:
a. 15,000 shares at book value or $10.00 per share,
which ever is less, for the first three (3) years
and at book value thereafter initially over the
term of this Agreement not to exceed 4 years,
b. beginning at the second year of Bank operation and
thereafter in an amount determined by multiplying
(i) one thousand shares by (ii) a fraction whose
numerator is the Bonus Amount for the year and
whose denominator is the maximum Bonus Amount which
could have been received by the Employee for the
year, for a maximum of five thousand shares over
the term of this Agreement.
The option granted to the Employee pursuant to this paragraph
3 may be exercised by the Employee, in whole or in part, at
any time or from time to time during the period this Agreement
is in effect beginning on the first day of the second month
following the close of the Bank's fiscal year to which such
grant is attributable. Notwithstanding anything contained
herein to the contrary, if the shareholders of the Bank or the
Bank Holding Company approve of a capital reorganization of
the common stock of the Bank Holding Company or a merger or
consolidation of the Bank Holding Company with or into another
corporation, or the sale of all or substantially all of the
assets of the Bank; or the Bank Holding Company, then Employee
shall have the right and option to purchase all stock options
that would have been paid to the Employee for the remaining
term of this Agreement pursuant to the terms of this
paragraph. The purchase price for each share of common stock
of the Bank Holding Company that the Employee purchases
pursuant to the exercise of the options granted herein shall
be the book value at the time of purchase and shall be paid in
cash upon exercise.
IV. OTHER BENEFITS
1. The employee shall be entitled to participate in any
plan of the Bank relating to stock options, stock
purchases, profit sharing, group life insurance,
medical coverage, education, or other retirement or
employee benefits that the Bank may adopt for the
benefit of its employees. In addition, Employer agrees
to purchase an immediate long-term disability policy
which will be fair to the employee in terms of
protection.
2. The employee shall be eligible to participate in any
other benefits which maybe or become applicable to the
Bank's executive employees, shall be furnished a car
with all expenses of maintenance to cover all
automobile use, a reasonable expense account, the
payment of reasonable expenses for attending annual and
periodic meetings of trade associations, and any other
benefits which are commensurate with the
responsibilities and functions to be performed by the
employee under this Agreement. The Employer agrees to
pay Country Club initiation fees up to $3,000 and dues
up to $75 per month. Employer agrees to pay reasonable
moving expenses and work with the employee to be fair
in purchasing a home in the Jackson area. Employer
also agrees to pay all reasonable expenses in
connection with the attendance and participation at
said trade association meetings by employee's spouse.
3. At such reasonable times as the Board of Directors
shall in its discretion permit, the employee shall be
entitled, without loss of pay, to absent himself
voluntarily from the performance of his employment
under this Agreement, all such voluntary absences to
count as vacation time, provided that:
a. The employee shall be entitled to an annual
vacation of 4 (four) weeks per year. The employee
shall schedule at least two consecutive weeks of
vacation each year.
b. The timing of vacations shall be scheduled in a
reasonable manner by the employee. The employee
shall not be entitled to receive any additional
compensation from the Bank on account of his
failure to take a vacation; nor shall he be
entitled to accumulate unused vacation time from
one calendar year to the next.
c. In addition to the aforesaid paid vacations, the
employee shall be entitled, without loss of pay to
absent himself voluntarily from the performance of
his employment with the Bank for such additional
periods of time and for such valid and legitimate
reasons as the Board of Directors in its discretion
may determine. Further, the Board of Directors
shall be entitled to grant to the employee a leave
or leaves of absence with or without pay at such
time or times and upon such terms and conditions as
the Board, in its discretion, may determine.
V. CHANGE OF CONTROL
1. If during the term of this Agreement there is a change
of control (COC) of the Bank, the Employee shall be
entitled to termination or severance pay in the event
the employee's employment is terminated, except for
just cause as defined in Section II., paragraph 1, c,
after the change in control. In the event the employee
is terminated after 365 days from the charter date of
this agreement as a result of COC, the employee shall
be entitled to receive his salary through the last day
of the calendar month of the termination, or payment in
lieu of the notice period. In addition, the terminated
employee shall receive an amount equal to 3 (three)
times his then existing annual base salary. This
payment shall also be made in connection with, or
within 120 days after, a change in control of the Bank
if such change in control was opposed by the employee
or the Bank's Board of Directors. This payment shall
be in addition to any amount otherwise owed to the
employee pursuant to this Agreement.
2. The following items are automatically considered due
and payable in the event that change of control occurs:
a. Non-forfeitable deferred compensation shall be paid
out in full.
b. Long-term performance plan objective payments as
described in Section III, 2, f, shall be declared
accomplished and earned based upon performance up
to date of the COC.
c. In the event that the employee is a participant in
a restricted stock plan, or share option plan, and
such plan is terminated involuntarily as a result
of the COC, all stock and options shall be declared
100% vested, and distributed. The term "control"
shall refer to the acquisition of 25 percent or
more of the voting securities of the Bank by any
person, or persons acting as a group within the
meaning of Section 13(d) of the Securities Exchange
Act of 1934, or to such acquisition of a percentage
between 10 percent and 25 percent if the Board of
Directors of the Bank or the Comptroller of the
Currency, the FDIC, or the Federal Reserve Bank
have made a determination that such acquisition
constitutes or will constitute control of the Bank.
The term "person" refers to an individual,
corporation, Bank, bank holding company, or other
entity.
VI. POST TERMINATION COVENANTS
1. If during the term hereof employee shall cease
employment hereunder for any reason, then employee
agrees that for six months if dismissed for cause and
one year without cause following such termination he
will not be employed in the banking business or any
related field thereto in Jackson, Georgia or Butts
County, Georgia. Furthermore, following such
termination employee agrees that he will not, without
the prior written consent of the Bank:
1) furnish anyone with the name of, or any list or
lists of customers of the Bank or utilize such list
or information himself for banking purposes; or
2) furnish, use, or divulge to anyone any information
acquired by him from the Bank relating to the
Bank's methods of doing business; or
3) contact directly or indirectly any customer of the
Bank for banking solicitation purposes; or
4) hire for any other Bank or employer (including
himself) any employee of the Bank or directly or
indirectly cause such employee to leave his or her
employment to work for another.
2. It is understood and agreed by the parties hereto that
the provisions of this section are independent of each
other, and the invalidity of any such provision or
portion thereof shall not affect the validity or
enforceability of any other provisions of this
agreement.
VII. WAIVER OF PROVISIONS
Failure of any of the parties to insist, in one or more
instances, on performance by the others in strict accordance with
the terms and conditions of this agreement shall not be deemed a
waiver or relinquishment of any right granted hereunder of the
future performance of any such term or condition or of any other
term or condition of this agreement, unless such waiver is
contained in a writing signed by or on behalf of all the parties.
VIII. GOVERNING LAW
This agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Georgia. If for any
reason any provision of this agreement shall be held by a court of
competent jurisdiction to void or unenforceable, the same shall not
affect the remaining provisions thereof.
IX. MODIFICATION AND AMENDMENT
This agreement contains the sole and entire agreement among
the parties hereto and supersedes all prior discussions and
agreements among the parties, and any such prior agreements shall,
from and after the date hereof, be null and void. This agreement
shall not be modified or amended except by an instrument in writing
signed by or on behalf of the parties hereto.
X. COUNTERPARTS AND HEADINGS
This agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of
which shall constitute one and the same instrument. The headings
set out herein are for convenience of reference and shall not be
deemed a part of this agreement.
XI. CONTRACT NONASSIGNABLE
This agreement may not be assigned or transferred by any party
hereto, in whole or in part, without the prior written consent of
the other.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the year and date first above written.
EMPLOYEE:
s/Robert A. Calvert, Jr. s/John L. Coleman 5/28/96
Witness Employee Date
BANK:
s/Robert A. Calvert, Jr. By: s/George L. Weaver 5/28/96
Witness Chairman Date
<PAGE>
EXHIBIT 21.1
LIST OF SUBSIDIARIES
OF REGISTRANT
First Georgia Community Bank (In Organization)
150 Covington Street, Jackson, Georgia 30233
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the inclusion in this Registration Statement on Form
SB-2 of our report dated September 17, 1996 on our examination of
the financial statements of First Georgia Community Corp. as of and
for the period ended August 31, 1996. We also consent to the
reference to our firm under the heading "Experts" in the
prospectus.
/s/ SNYDER, CAMP, STEWART & CO., LLP
Norcross, Georgia
October 3, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF COUNSEL
To the Board of Directors
First Georgia Community Corp.
We hereby consent to the filing of our opinion regarding
validity of shares as an exhibit to the Registration Statement to
which this consent is attached and further consent to the use of
our name under the heading "Legal Matters" in the Registration
Statement and the Prospectus which is a part thereof.
Very truly yours,
STEWART, MELVIN & FROST, LLP
By: s/T. Treadwell Syfan
T. Treadwell Syfan,
Partner
Date: October 3, 1996
