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As filed with the Securities and Exchange Commission on August 11, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DECATUR FIRST BANK GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Georgia 58-2254289
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1120 Commerce Drive, Decatur, Georgia 30030
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(Address of principal executive offices and zip code)
DECATUR FIRST BANK GROUP, INC. 1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Judy B. Turner
Decatur First Bank Group, Inc.
1120 Commerce Drive
Decatur, Georgia 30030
(404) 373-1000
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(Name and address of agent for service)
(404) 572-6952
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(Telephone number, including area code, of agent for service)
Copy to:
Kathryn L. Knudson, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common
Stock, $5.00 141,815 $13.00(2) $1,843,595(3) $487.00
par value shares(1)
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(1) Representing shares to be issued and sold by the Registrant under the
Decatur First Bank Group, Inc. 1998 Stock Incentive Plan. The Registration
Statement also covers such indeterminable number of additional shares as
may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to
the terms of the Plan.
(2) The per share sales price of the Registrant's Common Stock based on a sale
that occurred on August 7, 2000, which is the sale closest to August 10,
2000 known to the Registrant.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission are
incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (File No. 000-24139);
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000 (File No. 000-24130); and
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A12G dated April 30, 1998
(File No. 000-21267), which incorporates by reference the description of
the Registrant's Common Stock contained in the Registrant's Registration
Statement on Form SB-2 dated October 18, 1996 (File No. 333-14355), as
filed with the Securities and Exchange Commission, and any amendments to
such Registration Statement on Form SB-2 filed subsequently thereto,
including any form of Prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of the Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the shares of Common Stock registered hereby.
Item 6. Indemnification of Directors and Officers.
Consistent with the applicable provisions of the laws of Georgia, the
Registrant's bylaws provide that the Registrant shall indemnify its directors,
officers, employees and agents against expenses (including attorneys' 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, officer, employee or agent acted in a manner he
or she believed in good
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faith 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. A determination of whether indemnification of a
director, officer, employee or agent is proper because he or she met the
applicable standard of conduct shall be made (1) by the board of directors of
the Registrant, (2) in certain circumstances, by independent legal counsel in a
written opinion or (3) by the affirmative vote of a majority of the shares
entitled to vote, but shares owned by or under voting control of persons who are
at the time parties to the proceeding may not vote on the determination. The
Registrant may provide indemnification in connection with (1) a proceeding by or
in the right of the Registrant in which the individual is adjudged liable to the
Registrant or (2) any proceeding in which the individual is adjudge liable on
the basis of receiving an improper personal benefit only if approved by a
majority of the shareholders entitled to vote. In no event, however, may the
Registrant provide indemnification in a proceeding in which the individual is
adjudged liable for (1) a breach of duty involving appropriation of a business
opportunity of the Registrant, (2) an act or omission involving intentional
misconduct or a knowing violation of law, (3) a transaction from which the
director derives an improper material tangible personal benefit or (4) as to any
payment of a dividend or approval of a stock repurchase that is illegal under
the Georgia Business Corporation Code.
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. The Registrant may purchase
and maintain insurance on behalf of a director, officer, employee or agent of
the Registrant against liability asserted against such person and incurred by
him or her in such capacity, whether or not the Registrant would have had the
power to indemnify against such liability.
In addition, the Registrant's articles of incorporation, subject to
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 release of liability for (1) a
breach of duty involving appropriation of a business opportunity of the
Registrant, (2) an act or omission involving intentional misconduct or a knowing
violation of law, (3) a transaction from which the director derives an improper
material tangible personal benefit or (4) as to any payment of a dividend or
approval of a stock repurchase that is illegal under the Georgia Business
Corporation Code. The articles of incorporation do not eliminate or limit the
right of the Registrant or its shareholders to seek injunctive or other
equitable relief not involving monetary damages.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-B:
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Porter Keadle Moore, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Decatur First Bank Group, Inc. 1998 Stock Incentive Plan./1/
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/1/Incorporated herein by reference to Exhibit 10.4 to the Registrant's Annual
Report on Form 10-KSB for the year ended December 31, 1997.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. 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 and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
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(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
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 Commission such indemnification is
against public policy as expressed in the Securities 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 it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Decatur, State of Georgia, on this 8th day of August, 2000.
DECATUR FIRST BANK GROUP, INC.
By: /s/ Judy B. Turner
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Judy B. Turner
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Registration Statement constitutes and appoints Judy
B. Turner and Merriell Autrey, Jr., his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits hereto, and other documents in connection herewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as they might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ John L. Adams, Jr. Director August 8, 2000
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John L. Adams, Jr.
/s/ Merriell Autrey, Jr. Director August 8, 2000
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Merriell Autrey, Jr.
/s/ Mary Bobbie Bailey Director August 8, 2000
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Mary Bobbie Bailey
/s/ James A. Baskett Director August 8, 2000
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James A. Baskett
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Signature Title Date
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/s/ John Walter Drake Director August 8, 2000
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John Walter Drake
/s/ William F. Floyd Director August 8, 2000
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William F. Floyd
/s/ Robert E. Lanier Director August 8, 2000
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Robert E. Lanier
/s/ Carol G. Nickola Director August 8, 2000
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Carol G. Nickola
/s/ Lynn Pasqualetti Director August 8, 2000
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Lynn Pasqualetti
Director
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Roger K. Quillen
/s/ James T. Smith, III Director August 8, 2000
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James T. Smith, III
/s/ Kirby A. Thompson Director August 8, 2000
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Kirby A. Thompson
/s/ Judy B. Turner Director, President and August 8, 2000
-------------------------------- Chief Executive Officer
Judy B. Turner (Principal Executive, Financial
and Accounting Officer)
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EXHIBIT INDEX
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<CAPTION>
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Porter Keadle Moore, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Decatur First Bank Group, Inc. 1998 Stock Incentive Plan.1
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/1/ Incorporated herein by reference to Exhibit 10.4 to the Registrant's
Annual Report on Form 10-KSB for the year ended December 31, 1997.
