U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITY OF
SMALL BUSINESS ISSUERS
Under Section 12(b)or (g) of the Securities Exchange Act of 1934
FIRST GEORGIA COMMUNITY CORP.
(Name of Small Business Issuer in its charter)
Georgia 58-2261088
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 Covington Street
P. O. Box 1534
Jackson, Georgia 30233
(Address of principal executive offices)
(770) 504-1090
(Issuer's telephone number)
Securities to be registered under Section 12(b) of the Act:
Title to each class Name of each exchange on which
to be so registered each class is to be registered
- -------------------------------- --------------------------------
- -------------------------------- -------------------------------
Securities to be registered under Section 12(g) of the Act:
Voting common stock, $5.00 par value per share
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
The information set forth under Item 1 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The information set forth under Item 6 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 3. DESCRIPTION OF PROPERTY.
The information set forth under Item 2 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information set forth under Item 11 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The information set forth under Item 9 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 6. EXECUTIVE COMPENSATION.
The information set forth under Item 10 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth under Item 12 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
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ITEM 8. DESCRIPTION OF SECURITIES.
General
The Registrant's Articles of Incorporation authorize the Registrant to
issue up to 10,000,000 shares of common stock, par value $5.00 per share, of
which a minimum of 610,000 shares and a maximum of 800,000 shares will be issued
pursuant to this offering.
All shares of common stock of the Registrant are 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
Registrant, whether voluntary or involuntary, to share equally in all assets of
the Registrant available for distribution to the shareholders. It is not
anticipated that the Registrant will pay any cash dividends on the common stock
in the near future. Each holder of common stock is entitled to one vote for each
share on all matters submitted to the shareholders. Holders of common stock do
not have any preemptive right to acquire authorized but unissued capital stock
of the Registrant. 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 presently outstanding are fully-paid and
non-assessable.
The Articles of Incorporation of the Registrant contain certain
provisions which would have the effect of impeding an attempt to change or
remove management of the Registrant or to gain control of the Registrant in a
transaction not supported by its Board of Directors. The Articles of
Incorporation of the Registrant also contain a provision which eliminates the
potential personal liability of directors for monetary damages. The Bylaws of
the Registrant contain certain provisions which provide indemnification for
directors of the Registrant. Each of these provisions is discussed more fully
below.
Change in Number of Directors
Article 7 of the Articles of Incorporation of the Registrant provides
that any change in the number of directors of the Registrant, 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 Registrant provides
that directors of the Registrant 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 Registrant, or determination by at least
2/3 of the incumbent directors of the Registrant that the conduct of the
director to be removed has been inimical to the best interests of the
Registrant.
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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 Registrant's Article of Incorporation,
subject to certain exceptions, eliminates the potential personal liability of a
director for monetary damages to the Registrant and to the shareholders of the
Registrant 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 Registrant, (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 Registrant or its shareholders
to seek injunctive or other equitable relief not involving monetary damages.
Article 10 was adopted by the Registrant 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 Registrant's Articles of
Incorporation to encourage qualified individuals to serve and remain as
directors of the Registrant. While the Registrant has not experienced any
problems in locating directors, it could experience difficulty in the future as
the Registrant's business activities increase and diversify. Article 10 was also
included to enhance the Registrant's ability to secure liability insurance for
its directors at a reasonable cost. While the Registrant 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 Registrant 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 Registrant,
with certain exceptions, any merger or consolidation involving the Registrant 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 Registrant 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 Registrant 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 Registrant 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 Registrant and its other
shareholders on the other.
The foregoing provision could enable a minority of the Registrant
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 Registrant and the Bank.
However, of the eleven persons who are directors of the Registrant, only one
will be affiliated with the Registrant and the Bank in a full-time management
position.
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Evaluation of an Acquisition Proposal
Article 13 of the Registrant's Articles of Incorporation provides that
the response of the Registrant to any acquisition proposal made by another party
will be based on the Board's evaluation of the best interests of the Registrant
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 Registrant, (b) to merge or consolidate the Registrant
with another corporation, or (c) to purchase or otherwise acquire all or
substantially all of the properties and assets owned by the Registrant.
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 Registrant and the Bank, (b) the
expected social and economic effects on the communities within which the
Registrant and the Bank operate, and (c) the consideration being offered by the
other corporation in relation (i) to the then current value of the Registrant as
determined by a freely negotiated transaction and (ii) to the Board of
Directors' then estimate of the Registrant'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 Registrant'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 Registrant determined in a
freely negotiated transaction and in relation to the Board's then estimate of
the future value of the Registrant 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 Registrant.
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 Registrant 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 Registrant 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 Registrant 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.
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Article 13 would not make an acquisition proposal regarded by the Board
as being in the best interests of the Registrant more difficult to accomplish.
It would, however, permit the Board to determine that an acquisition proposal
was not in the best interests of the Registrant (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 Registrant'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 Registrant contain certain indemnification provisions
which provide that directors, officers, employees or agents of the Registrant
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
Registrant 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 Registrant 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 Registrant 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 Registrant can also
provide for greater indemnification than that set forth in the Bylaws if it
chooses to do so, subject to approval by the Registrant's shareholders. The
Registrant 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.
The indemnification provisions of the Bylaws specifically provide that
the Registrant 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 Registrant would have had the power to
indemnify against such liability.
The Registrant is not aware of any pending or threatened action, suit
or proceeding involving any of its directors or officers for which
indemnification from the Registrant may be sought.
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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 Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant 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 Registrant of expenses incurred
or paid by the director, officer or controlling person of the Registrant 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 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 it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
ITEM 2. LEGAL PROCEEDINGS.
The information set forth under Item 3 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The information set forth under Item 8 of the Registrant's Annual
Report on Form 10-KSB for its fiscal year ended December 31, 1997 is
incorporated by reference in this Form 10-SB Registration Statement.
ITEM 4. 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 Registrant. 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. Upon completion of the Registrant's public offering, said share of
stock was redeemed by the Registrant for a redemption price of $10.
ITEM 5. 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.
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PART F/S
The consolidated financial statements, notes thereto and independent
auditors' report thereon, all attached as Exhibit 99.1 to the Registrant's
Annual Report on Form 10-KSB for its fiscal year ended December 31, 1997, are
incorporated by reference in this Form 10-SB Registration Statement.
PART III
ITEM 1. INDEX TO EXHIBITS.
Sequential
Exhibit Numbers Page Number
2.1* Articles of Incorporation --
2.2* Bylaws --
6.1* Employment Contract between --
John L. Coleman and the Registrant
6.2 Stock Option Agreement of
John L. Coleman 10
6.3 1998 Employee Stock Option Plan 13
6.4 1998 Directors Stock Option Plan 18
12.1 Subsidiaries of the Registrant. The --
sole subsidiary of the Registrant is
First Georgia Community Bank,
Jackson, Georgia, which is
wholly-owned by the Registrant.
- ----------------------------
*Item 3.1 through 10.1, as listed above, were previously filed by the Registrant
as Exhibits 3.1, 3.2 and 10.1 to the Registrant's Registration Statement (S.E.C.
File No. 333-13583), filed October 7, 1996 under the Securities Act of 1933, as
amended, and such documents are incorporated herein by reference.
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.
FIRST GEORGIA COMMUNITY CORP.
(Registrant)
Date: April 29, 1998 s/John L. Coleman
John L. Coleman, President and
C.E.O.
Date: April 29, 1998 s/Harry Lewis
Harry Lewis, Secretary-
Treasurer, C.F.O. and C.A.O.
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EXHIBIT 6.2
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of the 8th day of September, 1997 by and
between JOHN L. COLEMAN (hereinafter "Employee") and FIRST GEORGIA COMMUNITY
CORP.(hereinafter "FGCC").
WHEREAS, Employee is an officer of First Georgia Community Bank, the
sole subsidiary of FGCC,(collectively, the "Employer") and FGCC desires to
encourage and enable the acquisition of a financial interest in FGCC by its
officers through options to purchase stock, as approved by the Directors of FGCC
on April 21, 1998 and to be approved by the Shareholders on April 23, 1998, or
pursuant to the First Georgia Community Corp. 1998 Employee Stock Option Plan
(hereinafter the "Plan"), and as provided in the Employee's employment
agreement.
NOW, THEREFORE, in consideration of the premises, it is agreed:
1. Grant of Options and Time of Exercise.
(a) FGCC hereby grants to Employee the right, privilege and option to
purchase, subject to the limitations herein set forth, a total of 15,000 shares
(the "Total Shares") of the common stock of FGCC until September 7, 2007, at
which time this option shall expire. The stock options granted hereunder are
intended to be nonqualified stock options not qualified under Section 422 of the
Internal Revenue Code.
(b) Employee may exercise the option to purchase as to the Total Shares
at any time before the termination of this option agreement as provided in
Paragraph 4 hereof.
(c) Employee acknowledges and agrees that he has been furnished
information concerning the differences in the tax consequences between
"incentive stock options" and nonqualified stock options and that he understands
the tax effect of a nonqualified stock option.
2. Purchase Price. During the initial term of this agreement from date
through September 7, 2000, the purchase price of the shares shall be the lesser
of $10.00 per share or book value per share as of the end of the month
immediately preceding the date of exercise. Beginning September 8, 2000, the
purchase price of the shares shall be the book value per share as of the end of
the month immediately preceding the date of exercise. The purchase price shall
be paid in full: (a) in cash or (b) by exchanging for the FGCC shares purchased
pursuant to the exercise of this option previously owned FGCC shares of
equivalent value which were acquired other than through the exercise of stock
options or (c) by a combination of the types of consideration permitted under
(a), (b) or (c). Notwithstanding the foregoing, the purchase price may be
subject to adjustment as provided in Paragraph 5 hereof.
3. Method of Exercise. The option granted above shall be exercised by
written notice directed to the Board of Directors of FGCC, at FGCC's principal
place of business, accompanied by a check in payment of the option price for the
number of shares specified and paid for. If previously owned FGCC shares are
being used as all or any portion of the payment, the stock certificates for such
shares shall be tendered, duly endorsed for transfer to FGCC. FGCC shall make
delivery of such shares purchased as soon as is practicable, provided that if
any law or regulation requires FGCC to take any action with respect to the
shares specified in such notice before the issuance thereof, then the date of
delivery of such shares shall be extended for the period necessary to take such
action.
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4. Termination of Options. The option granted hereunder shall terminate
upon the first to occur of the following dates:
(a) The expiration of 3 months after the date on which Employee's
employment terminates, other than by reason of permanent and total disability or
death of Employee or other than for cause by Employer;
(b) Immediately, upon the termination or severance of Employee by
Employer for cause, or upon notice to Employee to terminate or sever for cause,
if earlier;
(c) The expiration of twelve months after the date on which Employee's
employment by FGCC is terminated, if such termination is by reason of Employee's
permanent and total disability;
(d) In the event of Employee's death while in the employ of FGCC, his
executors or administrators may exercise, within six months following the date
of his death, the option as to any of the shares subject to exercise of the
option at Employee's death to the extent not exercised prior to his death;
(e) The date shown in subparagraph 1(a) hereof.
5. Reclassification, Consolidation, or Merger. If and to the extent the
number of issued shares of common stock of FGCC shall be increased or reduced by
change in par value, split up, reclassification, distribution of a dividend
payable in stock, or the like, the number of shares subject to option and the
option price per share shall be proportionately adjusted. If FGCC is reorganized
or consolidated or merged with another corporation, Employee shall be entitled
to receive options covering shares of such reorganized, consolidated, or merged
company in the same proportion, at an equivalent price, and subject to the same
conditions. For purposes of the preceding sentence, the excess of the aggregate
fair market value of the shares subject to the option immediately after the
reorganization, consolidation, or merger over the aggregate option price of such
shares shall not be more than the excess of the aggregate fair market value of
all shares subject to the option immediately before such reorganization,
consolidation, or merger over the aggregate option price of such shares, and the
new option or assumption of the old option shall not give Employee additional
benefits which he did not have under the old option, or deprive him of benefits
which he had under the old option.
6. Administration. The Board of Directors of FGCC is responsible for
administering the rights and obligations of FGCC under this agreement.
Notwithstanding anything to the contrary contained herein, references herein to
the Board of Directors of FGCC shall be deemed to refer to the members of the
Board of Directors of the Company who are disinterested persons", as hereinafter
defined. The term "disinterested person" as used herein shall mean a
"non-employee director" as said term is defined in Rule 16b-3(b) (3) (i)
promulgated under the Securities Exchange Act of 1934, as amended, as such rule
is amended or modified from time to time.
7. Rights Prior to Exercise of Option. This option is non-transferrable
by Employee except in the event of his death as provided in Paragraph 4 (d)
above, and during his lifetime is exercisable only by him. Employee shall have
no rights as a stockholder with respect to the optioned shares until payment of
the option price and delivery to him of such shares as herein provided.
8. Restrictions on Disposition of Stock. All shares acquired by
Employee pursuant to this Agreement shall be subject to all restrictions on sale
generally applicable to common shares of FGCC, if any. All shares issued to
Employee under this Agreement shall contain a legend on the reverse side
containing such restrictions as may be required in connection with the transfer
of such shares under State or Federal law, or under the Bylaws of FGCC.
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9. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
10. Conditions to Agreement. Notwithstanding anything to the contrary
contained herein, this Agreement shall be subject to approval of this Agreement
or the Plan by the shareholders of FGCC at the shareholders meeting to be held
on April 23, 1998, and shall be subject to prior approval by the applicable
banking regulatory authorities.
11. Employment Taxes. As a condition of transfer to Employee of shares
of FGCC stock upon exercise of options hereunder, Employee shall be required to
remit to FGCC any applicable employment taxes (including FICA taxes, FUTA taxes,
Wage Withholding at Source and state employment taxes) required to be withheld
due to the compensation income ("wages") created upon exercise of options
hereunder.
12. Condition Precedent to Exercise of Options. It shall be a condition
precedent to the exercise of the options granted hereunder that FGCC's
subsidiary, First Georgia Community Bank, have received a CAMEL 2 rating prior
to any such exercise and earned a cumulative profit from the date of opening for
business through the end of any month prior to the date of exercise.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
EMPLOYEE:
s/John L. Coleman SEAL)
JOHN L. COLEMAN
EMPLOYER:
FIRST GEORGIA COMMUNITY CORP.
By: s/George L. Weaver
Title: Chairman
Attest: s/Harry Lewis
Title: Secretary
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EXHIBIT 6.3
FIRST GEORGIA COMMUNITY CORP.
JACKSON, GEORGIA
1998 EMPLOYEE STOCK OPTION PLAN
A. Purpose. This stock option plan (the "Plan") is for the purpose of
securing or retaining the services of certain employees of First Georgia
Community Corp. (the "Company") and/or its subsidiary. The Board of Directors
believes that the Plan will promote and increase personal interest in the
welfare of the Company and provide incentive to those key employees responsible
for the Company's continued growth and financial success.
B. Administration. The Plan shall be administered by the members of the
Board of Directors of the Company who are "disinterested persons," as
hereinafter defined. Said members of the Board, to the extent they shall
determine, may receive recommendations concerning administration of the Plan
from a "Compensation Committee" appointed by the Board of Directors from its
members. Provided, however, a majority of the members of said Compensation
Committee acting on any matter pertaining to the Plan shall be "disinterested
persons," as hereinafter defined, and that any Compensation Committee from which
said members of the Board receive recommendations concerning the Plan shall
consist of at least three (3) members who are "disinterested persons." The term
"disinterested person" as used herein shall mean a "non-employee director" as
said term is defined in Rule 16b-3(b)(3)(i) promulgated under the Securities
Exchange Act of 1934, as amended, as such rule is amended or modified from time
to time. References herein to the Board of Directors of Company shall be deemed
to refer to the members of the Board who are disinterested persons.
Subject to the express provisions of the Plan, the Board shall have
complete authority, in its discretion, to determine the officers of the Company
to whom, the times when, and the prices at which options shall be granted; the
type of options to be granted, i.e., either incentive stock options as defined
in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
(the "Incentive Stock Options") or nonqualified stock options (the "Nonqualified
Stock Options") (collectively the "Options"), the option periods, and the number
of shares of the common stock of Company to be subject to each Option. With
respect to each Option granted hereunder, the agreement evidencing the grant of
the Option shall specifically state whether the Option is an Incentive Stock
Option or a Nonqualified Stock Option, but an Option issued without designation
shall be a Nonqualified Stock Option.
The Board shall have complete authority to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to it, to determine
the terms and provisions of the respective stock option agreements with
optionees (which terms need not be identical), and to make all other
determinations necessary or advisable for the administration of the Plan;
provided, however, in no event shall both an Incentive Stock Option and a
Nonqualified Stock Option be granted together under the Plan in a manner that
the exercise of one Option affects the right to exercise the other.
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<PAGE>
C. Eligibility. Options may be granted from time to time only to
certain employees of the Company and/or its subsidiary. Any Incentive Stock
Option granted under this Plan shall be granted within ten (10) years after the
date of adoption of the Plan.
D. Stock Subject to Options. Subject to adjustment as provided below,
the aggregate amount of stock which may be issued under Options granted
hereunder will be 100,000 shares of the common stock of the Company. The shares
may be in whole or in part, as the Board shall determine, authorized and
unissued shares, or issued shares which shall have been reacquired by the
Company. If any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full, Options may be granted to other
employees with respect to such unpurchased shares.
The number of shares which may be issued under the Plan, the number of
shares issuable upon exercise of Options outstanding under the Plan and the
exercise price per share of such outstanding Options shall be adjusted to
reflect any stock dividend, stock split, share combination or similar change in
capitalization of the Company.
After any merger of one or more corporations into the Company, any
merger of the Company into another corporation, any consolidation of the Company
with one or more corporations, or any other corporate reorganization of any form
involving the Company as a party thereto involving any exchange, conversion,
adjustment, or other modification of the outstanding shares of Company, each
optionee shall, at no additional cost, be entitled, upon any exercise of his
Option, to receive (subject to any required action by shareholders), in lieu of
the number of shares as to which the Option shall then be so exercised, the
number and class of stock or other securities or any other property to which the
optionee would have been entitled pursuant to the terms of the agreement of
merger, consolidation, or other reorganization, if, at the time of the merger,
consolidation, or other reorganization, the optionee had been a holder of record
of the number of shares equal to the number of shares as to which the Option
shall then be so exercised. Comparable rights shall accrue to each optionee in
the event of successive mergers, consolidations, or reorganizations of the
character described above. Individual stock option agreements may contain
provisions which are more favorable to the optionee than the above terms,
provided such provisions are not inconsistent with the terms of this Plan.
The determination of the Board in connection with the foregoing
adjustments shall be within its sole discretion and shall be final, binding, and
conclusive.
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E. Terms and Conditions of All Options. Any option granted pursuant to
this Plan shall be granted under a written agreement with the optionee, which
agreement shall contain additional provisions, as established by the Board of
Directors, setting forth the manner of exercise of such option and additional
terms and restrictions, not inconsistent with the terms of this Plan.
Each stock option agreement, at a minimum, shall contain:
(1) the number of shares to which the Option pertains;
(2) the option price, which, in case of Incentive Stock
Options, shall not be less than fair market value on the date
of grant (110% of fair market value in the case of a 10%
shareholder) and which, in the case of Nonqualified Stock
Options, shall be $10.00 per share, book value per share, fair
market value, or some combination of alternatives between or
among any such option prices as determined by the Board of
Directors;
(3) the terms and conditions for payment, which may include
payment in cash or by delivery of other shares of Company
stock owned by the optionee equal in value to the exercise
price;
(4) the term of the Option and the period or periods during the
term in which the Option or portions thereof may be exercised,
not to exceed ten years from date of grant (five years in the
case of a 10% shareholder);
(5) a provision that the Option is not transferable by the
optionee other than by will or the laws of descent and
distribution, and is exercisable during the optionee's
lifetime only by the optionee;
F. Special Limitation Applicable to Incentive Stock Options. The
aggregate fair market value of the stock (determined at the time of the grant of
the option) with respect to which Incentive Stock Options are exercisable for
the first time by any senior officer during any calendar year shall not exceed
$100,000. Any stock which is purchased pursuant to options which, when granted,
were designated as Incentive Stock Options, but which, when first exercisable,
cause the above limitation to be exceeded, shall, to the extent such limitation
is exceeded, be treated as stock purchased pursuant to the exercise of
Nonqualified Stock Options.
G. Shareholder Approval; Effective Date. At the next regular meeting of
the shareholders of Company, which has been scheduled for April 23, 1998, this
Plan will be presented for consideration and approval by the shareholders. The
effective date of this Plan shall be the date of approval of this Plan by the
Company's Board of Directors, which was April 21, 1998.
H. Stock Reserve. The Company at all times during the term of this Plan
shall reserve and keep available such number of shares or its common stock as
will be sufficient to satisfy the requirements of this Plan, and shall pay all
fees and expenses necessarily incurred by the Company in connection with the
exercise of options granted hereunder.
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<PAGE>
I. Amendment and Termination. The Board of Directors shall have the
power to amend this Plan and any Incentive Stock Options previously granted
hereunder as it shall deem advisable from time to time to enable such Options to
qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended, and to make such other changes as the Board of
Directors, in its sole discretion, deems in the best interests of Company;
provided, however, that without the approval of the shareholders of the Company
no such change shall (1) materially modify the requirements as to eligibility
for participation in this Plan, (2) increase the number of shares of common
stock which may be issued under this Plan, except as provided in Paragraph D
hereof, (3) reduce the lowest price at which shares may be issued hereunder upon
exercise of Options, (4) extend the duration of this Plan, or (5) materially
increase the benefits accruing to participants in the Plan. Subject to the
foregoing, the Board of Directors shall have the power to authorize any changes
in the option agreement between the Company and any optionee under this Plan,
provided such optionee consents to the modifications.
The Board of Directors may, in its discretion, suspend or terminate
this Plan at any time. No such suspension or termination shall affect options
then outstanding.
J. Withholding Taxes. Prior to the issuance of shares upon exercise
of an Option, the optionee shall pay or make adequate provision for any federal
or state withholding obligation of the Company, if
applicable.
K. Listing and Registration. Each option grant shall be subject to the
condition that if at any time the Board shall determine in its discretion that
the listing, registration or qualification of the option or the shares
deliverable upon exercise thereof on any securities exchange or under any
federal or state law, or the consent or approval of any government or other
regulatory body, is necessary or desirable in connection with the option or the
acquisition of shares thereunder, no such option may be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
Any individual exercising an option under this Plan may be required,
upon the request of the Board, to certify at the time of such exercise that
he/she is acquiring the shares for investment and not with any intention to
resell or distribute them.
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<PAGE>
L. Regulatory Approval. The issuance of options under this Plan shall
be subject to prior approval by the applicable banking regulatory authorities.
FIRST GEORGIA COMMUNITY CORP.
By: s/John L. Coleman
Title: President
(Corporate Seal)
Attest: s/Harry Lewis
Title: Secretary
Date: April 21, 1998
17
<PAGE>
EXHIBIT 6.4
FIRST GEORGIA COMMUNITY CORP.
JACKSON, GEORGIA
1998 DIRECTOR STOCK OPTION PLAN
A. Purpose. This stock option plan (the "Plan") is for the purpose of
securing or retaining the services of directors of First Georgia Community Corp.
(the "Company") and/or its subsidiary. The Board of Directors believes that the
Plan will promote and increase personal interest in the welfare of the Company
and provide incentive to the directors responsible for the Company's continued
growth and financial success.
B. Administration. The Plan shall be administered by the members of the
Board of Directors of the Company. Said members of the Board, to the extent they
shall determine, may receive recommendations concerning administration of the
Plan from a "Compensation Committee" appointed by the Board of Directors from
its members.
Subject to the express provisions of the Plan, the Board shall have
complete authority, in its discretion, to determine the directors of the Company
to whom options shall be granted.
Subject to the express provisions of the Plan, the Board shall have
complete authority to interpret the Plan, to prescribe, amend, and rescind rules
and regulations relating to it, and to make all other determinations necessary
or advisable for the administration of the Plan.
C. Eligibility. Options shall be granted to the non-employee directors
of the Company elected at the annual shareholders meting held April 23, 1998.
D. Stock Subject to Options. Subject to adjustment as provided below,
the aggregate amount of stock which may be issued under Options granted
hereunder will be 150,000 shares of the common stock of the Company. The shares
may be in whole or in part, as the Board shall determine, authorized and
unissued shares, or issued shares which shall have been reacquired by the
Company.
The number of shares which may be issued under the Plan, the number of
shares issuable upon exercise of Options outstanding under the Plan and the
exercise price per share of such outstanding Options shall be adjusted to
reflect any stock dividend, stock split, share combination or similar change in
capitalization of the Company.
After any merger of one or more corporations into the Company, any
merger of the Company into another corporation, any consolidation of the Company
with one or more corporations, or any other corporate reorganization of any form
involving the Company as a party thereto involving any exchange, conversion,
adjustment, or other modification of the outstanding shares of Company, each
optionee shall, at no additional cost, be entitled, upon any exercise of his
Option, to receive (subject to any required action by shareholders), in lieu of
the number of shares as to which the Option shall then be so exercised, the
number and class of stock or other securities or any other property to which the
optionee would have been entitled pursuant to the terms of the agreement of
merger, consolidation, or other reorganization, if, at the time of the merger,
consolidation, or other reorganization, the optionee had been a holder of record
of the number of shares equal to the number of shares as to which the Option
shall then be so exercised. Comparable rights shall accrue to each optionee in
the event of successive mergers, consolidations, or reorganizations of the
character described above.
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<PAGE>
The determination of the Board in connection with the foregoing
adjustments shall be within its sole discretion and shall be final, binding, and
conclusive.
E. Terms and Conditions of All Options. Any option granted pursuant to
this Plan shall be granted under a written agreement with the optionee in form
as attached hereto as Exhibit "A", which agreement contains additional
provisions, as established by the Board of Directors, setting forth the manner
of exercise of such option and additional terms and restrictions, not
inconsistent with the terms of this Plan.
Each stock option agreement, at a minimum, shall provide:
(1) the number of shares to which each Option pertains shall be
15,000 shares;
(2) the option price shall be the lesser of $10.00 per share
or book value per share during the period from date through
September 7, 2000, and thereafter shall be book value per
share;
(3) the terms and conditions for payment, which may include
payment in cash or by delivery of other shares of Company
stock owned by the optionee equal in value to the exercise
price;
(4) the term of the Option and the period or periods during the
term in which the Option or portions thereof may be exercised,
shall be ten years from date;
(5) a provision that the Option is not transferable by the
optionee other than by will or the laws of descent and
distribution, and is exercisable during the optionee's
lifetime only by the optionee;
(6) each option shall be a Non-Qualified Stock Option.
F. [Reserved].
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<PAGE>
G. Shareholder Approval; Effective Date. At the next regular meeting of
the shareholders of Company, which has been scheduled for April 23, 1998, this
Plan will be presented for consideration and approval by the shareholders. The
effective date of this Plan shall be the date of approval of this Plan by the
Company's Board of Directors, which was April 21, 1998.
H. Stock Reserve. The Company at all times during the term of this Plan
shall reserve and keep available such number of shares or its common stock as
will be sufficient to satisfy the requirements of this Plan, and shall pay all
fees and expenses necessarily incurred by the Company in connection with the
exercise of options granted hereunder.
I. [Reserved}.
J. Withholding Taxes. Prior to the issuance of shares upon exercise of
an Option, the optionee shall pay or make adequate provision for any federal or
state withholding obligation of the Company, if applicable.
K. Listing and Registration. Each option grant shall be subject to the
condition that if at any time the Board shall determine in its discretion that
the listing, registration or qualification of the option or the shares
deliverable upon exercise thereof on any securities exchange or under any
federal or state law, or the consent or approval of any government or other
regulatory body, is necessary or desirable in connection with the option or the
acquisition of shares thereunder, no such option may be exercised in whole or in
part unless such listing, registration, qualification, consent or approval shall
have been effected or obtained free of any conditions not acceptable to the
Board.
Any individual exercising an option under this Plan may be required,
upon the request of the Board, to certify at the time of such exercise that
he/she is acquiring the shares for investment and not with any intention to
resell or distribute them.
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<PAGE>
L. Regulatory Approval. The issuance of options under this Plan shall
be subject to prior approval by the applicable banking regulatory authorities.
FIRST GEORGIA COMMUNITY CORP.
By: s/John L. Coleman
Title: President
(Corporate Seal)
Attest: s/Harry Lewis
Title: Secretary
Date: April 21, 1998
21
