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As filed with the Securities and Exchange Commission on April 11, 1997
Registration No. 333-19081
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GBC BANCORP, INC.
(Name of Small Business Issuer in Its charter)
6712
(Primary Standard Industrial
Classification Code Number)
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<S> <C> <C>
318 Pike Street, Suite 475
GEORGIA Lawrenceville, Georgia 30246 58-2265327
(State or jurisdiction of (Address, and telephone number (I.R.S. Employer
incorporation or organization) of principal executive offices) Identification Number)
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165 Nash Street
Lawrenceville, Georgia 30246
(770) 995-0000
(Address of principal place of business or
intended principal place of business)
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Steven S. Dunlevie, Esq.
Womble Carlyle Sandridge & Rice, PLLC
1275 Peachtree Street, Suite 700
Atlanta, Georgia 30309-3574
(404) 872-7000
(Name, address, and telephone
number of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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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 statement number of the earlier effective
registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. o
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 THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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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
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 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, $1.00 par value,
are as follows:
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Registration Fee.......................................$ 3,636.00
Legal Fees and Expenses (Estimate)..................... 28,000.00
Accounting Fees and Expenses (Estimate)................ 3,000.00
Printing and Engraving Expenses (Estimate)............. 4,500.00
Miscellaneous (Estimate)............................... 864.00
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TOTAL .....................................$ 40,000.00
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ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The sales to Messrs. Key, Hopkins, Birkhead, Ballard, Boles, Britt,
Nash and Stanton were 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.
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Exhibit
Number Description
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3.1* Articles of Incorporation, as amended
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.)
4.2* Specimen Common Stock Certificate
5.1 Legal Opinion of Womble Carlyle Sandridge & Rice, PLLC
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Exhibit
Number Description
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10.1* Escrow Agreement between the Registrant and Columbus Bank and
Trust Company.
10.2* Line of Credit Promissory Note in the amount of $500,000 having
Registrant as Maker and Gwinnett Banking Company Joint Venture as
Holder.
10.3* Provesa, Inc. Data Processing Agreement.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Mauldin & Jenkins, LLC
23.2 Consent of Womble Carlyle Sandridge & Rice, PLLC (appears in
Legal Opinion at Exhibit 5.1 hereto).
24.1* Power of Attorney (appeared on the signature page to the
Registration Statement on Form SB-2).
27 * Financial Data Schedule
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* Previously filed in connection with the Registrant's initial filing on
December 31, 1996, on March 6, 1997 and on April 2, 1997.
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 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 end of the maximum estimated 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 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 on the plan of distribution.
(2) For determining liability under the Securities Act of
1933, to treat each post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities
at the time to be the initial bona fide offering.
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(3) To file a post-effective amendment to remove from
registration any of the securities being registered which remain unsold
at the end of the 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
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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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 Third Amendment
to Registration Statement to be signed on its behalf by the undersigned, in the
City of Lawrenceville, State of Georgia on April 10, 1997.
GBC Bancorp, Inc.
By: /s/ Larry D. Key
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Larry D. Key, President and
Principal Executive Officer
Power of Attorney
Know all men by these presents that each person whose signature appears
below constitutes and appoints each of Larry D. Key and John T. Hopkins III his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for such persons and in such persons' 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
interests 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 of the Securities Act of 1933, this Third
Amendment to Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
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Name Position Date
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/s/ Larry D. Key President and Chairman (Principal April 10, 1997
- ---------------------------- Executive Officer)
Larry D. Key
/s/ John T. Hopkins III Executive Vice President, Secretary and April 10, 1997
- --------------------------- Treasurer, (Principal Financial and
John T. Hopkins III Accounting Officer)
/s/ James B. Ballard* Director April 10, 1997
- ----------------------------
James B. Ballard
/s/ Jerry M. Boles* Director April 10, 1997
- ----------------------------
Jerry M. Boles
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Name Position Date
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<S> <C> <C>
/s/ W. H. Britt* Director April 10, 1997
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W. H. Britt
/s/ Norris J. Nash* Director April 10, 1997
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Norris J. Nash
/s/ William S. Stanton* Director April 10, 1997
- ----------------------------
William S. Stanton
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*Signed by Larry D. Key as attorney in fact.
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EXHIBIT 5.1
April 11, 1997
GBC Bancorp, Inc.
165 Nash Street
Lawrenceville, Georgia 30246
Dear Ladies and Gentlemen:
We are acting as special counsel to GBC Bancorp, Inc., a Georgia
corporation (the "Company"). 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 950,000 shares and a maximum of
12,000,000 shares (the "Shares") of common stock, $1.00 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 and 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 genuineness 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
nonaccessible.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Registration Statement on Form SB-2 filed with the Securities
and Exchange Commission by the Company in connection with the offer and sale of
the Shares.
Sincerely yours,
WOMBLE CARLYLE SANDRIDGE & RICE, PLLC
