<PAGE>
As filed with the Securities and Exchange Commission on September 29, 1998
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NET.B@NK, INC.
(Exact name of Registrant as specified in its charter)
Georgia 58-2224352
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 North Point Parkway, Suite 350, Alpharetta, Georgia 30005
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(Address of principal executive offices and zip code)
NET.B@NK, INC. 1996 STOCK INCENTIVE PLAN
(Full Title of the Plan)
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Katherine M. Koops, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
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(Name and address of agent for service)
(404) 572-6600
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
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. / /
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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. / /
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Offering Registration
be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, 202,500 $19.9375 (2) $4,037,343.75 (3) $1,192
$.01 par value shares (1)
</TABLE>
(1) Representing shares to be issued and sold by the Registrant under the
Net.B@nk, Inc. 1996 Stock Incentive Plan (the "Plan"). This 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 average of the high and low prices of the Registrant's Common
Stock as reported by the Nasdaq Stock Market for September 23, 1998.
(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. ::ODMA\PCDOCS\ATL\239388\1
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This Registration Statement is being filed to register an additional
202,500 shares of Common Stock for issuance under the Plan. The contents of
the Registrant's Registration Statement on Form S-8 (Registration No.
333-43073) are incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit
No. Description
- ------- -----------
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect
to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche, LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has caused this Registration Statement
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia on September 24, 1998.
NET.B@NK, INC.
By: /s/ D. R. Grimes
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D. R. Grimes
Vice Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
on the signature pages to this Registration Statement constitutes and appoints
D. R. Grimes and Robert E. Bowers, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned and in his 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 attorneys-in-fact and agents and each of them, full power and authority to
do so 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 he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them, or their or his 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 by the following persons in the
capacities and on September 24, 1998.
Name Position
---- --------
/s/ T. Stephen Johnson Chairman of the Board
T. Stephen Johnson
/s/ D. R. Grimes Vice Chairman, Chief Executive Officer and
D. R. Grimes Director (principal executive officer)
[Signatures continue on following page]
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[Signatures continued from previous page]
Name Position
---- --------
/s/ Donald S. Shapleigh, Jr. President, Chief Operating Officer and Director
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Donald S. Shapleigh Jr.
/s/ Robert E. Bowers Chief Financial Officer and Director
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Robert E. Bowers (principal financial and accounting officer)
/s/ Ward H. Clegg Director
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Ward H. Clegg
/s/ J. Stephen Heard Director
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J. Stephen Heard
/s/ Robin C. Kelton Director
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Robin C. Kelton
/s/ John T. Moore Director
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John T. Moore
/s/ Thomas H. Muller, Jr. Director
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Thomas H. Muller, Jr.
/s/ H. Bryce Solomon Director
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H. Bryce Solomon
/s/ W. James Stokes Director
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W. James Stokes
/s/ Mack I. Whittle, Jr. Director
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Mack I. Whittle, Jr.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
No. -----------
------
<S> <C>
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 Deloitte & Touche, LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
</TABLE>
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EXHIBIT 5.1
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POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
September 25, 1998
Net.B@nk, Inc.
950 North Point Parkway
Suite 350
Alpharetta, Georgia 30005
Re: Registration Statement on Form S-8
Net.B@nk, Inc. 1996 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Net.B@nk, Inc., a Georgia corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-8 (the
"Registration Statement"), of an aggregate of 202,500 shares (the "Shares") of
common stock, $.01 par value, of the Company, to be offered and sold by the
Company pursuant to the Net.B@nk, Inc. 1996 Stock Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Shares have been duly authorized and that upon the issuance and delivery of the
Shares and payment therefor as provided in the Plan and as contemplated by the
Registration Statement, such Shares will be legally and validly issued, fully
paid and non-assessable.
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Net.B@nk, Inc.
September 25, 1998
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Net.B@nk, Inc. on Form S-8 of our report dated February 5, 1998, incorporated by
reference in the Annual Report on Form 10-K of Net.B@nk, Inc. for the year ended
December 31, 1997.
DELOITTE & TOUCHE, LLP
Atlanta, Georgia
September 24, 1998
