<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NET.B@NK, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 6712 58-2224352
- ------------------------------- ---------------------------- -------------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
7000 Peachtree Dunwoody Road
Building 10, Suite 300
Atlanta, Georgia 30328
(770) 392-4990
-----------------------
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
D. R. GRIMES
7000 Peachtree Dunwoody Road
Building 10, Suite 300
Atlanta, Georgia 30328
(770) 392-4990
-------------------
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
WALTER G. MOELING, IV, ESQ. ALAN J. PRINCE, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP KING & SPALDING
191 Peachtree Street, N.E. 191 Peachtree Street, N.E.
Atlanta, Georgia 30303 Atlanta, Georgia 30303
(404) 572-6600 (404) 572-4600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
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. [x] 333-23717
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. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE:
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of Registration
Securities to be Registered (1) Offering Price per Aggregate Offering Fee
Registered Share(2) Price(2)
- ---------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par 575,000 Shares $12.00 $6,900,000 $2,091
value
- ---------------------------------------------------------------------------------------------------------------
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(1) Includes 75,000 shares that may be sold to the over-allotment option
granted to the Underwriters.
(2) Estimated solely for the purpose of determining the registration fee.
<PAGE>
Incorporation of Certain Information by Reference
Net.B@nk, Inc. (the "Company") hereby incorporates by reference into this
Registration Statement on Form S-1 in its entirety the Registration Statement on
Form S-1 (Registration No. 333-23717) declared effective on July 28, 1997 by the
Securities and Exchange Commission (the "Commission"), including each of the
documents filed by the Company with the Commission and incorporated or deemed to
be incorporated by reference therein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia
on July 28, 1997.
NET.B@NK, INC.
By: /s/ D.R. Grimes
------------------------
D. R. Grimes
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities on July 28,
1997.
Name Position
/s/ D.R. Grimes Chief Executive Officer (Principal
- -------------------------------- executive officer) and Director
D.R. Grimes
/s/ Robert E. Bowers Chief Financial Officer (Principal
- -------------------------------- financial and accounting officer) and
Robert E. Bowers Director
/s/ T. Stephen Johnson Chairman of the Board
- --------------------------------
T. Stephen Johnson
/s/ Donald S. Shapleigh President, Chief Operating Officer and
- -------------------------------- Director
Donald S. Shapleigh
- -------------------------------- Director
Ward H. Clegg
- -------------------------------- Director
J. Stephen Heard
/s/ Robin C. Kelton Director
- --------------------------------
Robin C. Kelton
/s/ John T. Moore
- -------------------------------- Director
John T. Moore
- -------------------------------- Director
Thomas H. Muller, Jr.
<PAGE>
Name Position
/s/ W. James Stokes Director
- --------------------------------
W. James Stokes
/s/ Mack I. Whittle, Jr.
- -------------------------------- Director
Mack I. Whittle, Jr.
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INDEX OF EXHIBITS
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EXHIBIT NO. DESCRIPTION
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<S> <C>
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Powell, Goldstein, Frazer & Murphy LLP
(included in Exhibit 5.1)
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<PAGE>
EXHIBIT 5.1
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
July 28, 1997
Net.B@nk, Inc.
7000 Peachtree Dunwoody Road
Building 10, Suite 300
Atlanta, Georgia 30328
Re: Registration of 575,000 Shares of Common Stock;
Registration Statement on Form S-1 (Reg. No. 333-23717)
-------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Net.B@nk, Inc., a Georgia corporation (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, pursuant to the Company's Registration Statement on Form S-1 (the
"Registration Statement"), of 575,000 shares (the "Shares") of common stock,
$.01 par value ("Common Stock"), of the Company.
In this capacity, we have examined the Registration Statement in the form
filed by the Company with the Securities and Exchange Commission (the
"Commission") on July 28, 1997 and originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments of the Company relating to the authorization and issuance
of the Shares and such other matters as we have deemed relevant and necessary as
a basis for the opinion hereinafter set forth.
In conducting our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents.
Based upon the foregoing, and in reliance thereon, and subject to the
limitations and qualifications set forth herein, we are of the opinion that the
Shares, when issued and delivered against payment therefor in accordance with
the terms of the Underwriting Agreement, will be legally and validly issued,
fully paid and non-assessable.
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Net.B@nk, Inc.
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus which is incorporated by reference in the
Registration Statement. We further consent to the use of this opinion as an
exhibit to applications to securities commissioners of various states of the
United States for registration or qualification of the States under the
securities or "blue sky" laws of such states.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registrant Statement of Net.B@nk, Inc. on Form S-1
of our reports dated March 18, 1997 appearing in the Prospectus, which is part
of this Registration Statement. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
July 28, 1997
