As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMUNITY FIRST BANKING COMPANY
(Exact name of Registrant as specified in its charter)
Georgia 58-2309605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
110 Dixie Street, Carrollton, Georgia 30117
(Address of principal executive offices and zip code)
COMMUNITY FIRST BANKING COMPANY 1997 STOCK OPTION PLAN
(Full Title of the Plan)
Walter G. Moeling, IV, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
(Name and address of agent for service)
(404) 572-6600
(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. |_|_________________
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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
- --------------------------------------------------------------------------------
Common Stock, 241,356 $42.75 (2) $10,317,969 (3) $3,044
$.01 par value shares (1)
(1) Representing shares to be issued and sold by the Registrant under the
Community First Banking Company 1997 Stock Option 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 February
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.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required to be set forth in the
prospectus under Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 428 promulgated thereunder will be sent or given to
participants in the Plan as specified in Rule 428(b)(1) under the Securities
Act.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents filed by Community First Banking Company (the
"Company") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference herein:
(1) The Company's prospectus dated May 14, 1997 filed with the
Commission pursuant to Rule 424(b) under the Securities Act.
(2) The Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997; and
(3) The description of Community First Banking Company Common
Stock set forth in the Company's Registration Statement on Form
8-A filed pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to the Corporate Secretary, Community First Banking Company, 110 Dixie
Street, Carrollton, Georgia 30117 (telephone 770-834-1071).
Item 6. Indemnification of Directors and Officers.
Section 14-2-851 of the Georgia Business Corporation Code provides that
a corporation may indemnify its directors and officers against civil and
criminal liabilities. Directors and officers may be indemnified against expenses
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, if they have not been adjudged
liable on the basis of the improper receipt of a personal benefit and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director or officer may be indemnified against expenses
incurred in connection with a derivative suit if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interest
of the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable for negligence or misconduct in the
performance of his or her duty to the corporation. Statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.
The Company's Bylaws contain certain indemnification provisions
providing that directors, officers and employees or agents of the Company will
be indemnified against expenses actually and reasonably incurred by them if they
are successful on the merits of a claim or proceeding.
When a case or dispute is not ultimately determined on its merits
(i.e., it is settled), the indemnification provisions provide that the Company
will indemnify directors when they meet the applicable standard of conduct. The
applicable standard of conduct is met if the director 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 Company, and with respect to an employee benefit plan, for a
purpose the director believed in good faith to be in the interests of the
participants and beneficiaries of the plan. The standard of conduct with respect
to any criminal action or proceeding is met 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 Company may also provide for greater indemnification than that set
forth in the Bylaws if it chooses to do so, subject to approval by the Company's
shareholders. The Company may not, however, indemnify a director for liability
arising out of circumstances that constitute exceptions to limitation of a
director's liability for monetary damages.
The Company may purchase and maintain insurance on behalf of any
director against any liability asserted against such person and incurred by him
or her in any such capacity, whether or not the Company would have had the power
to indemnify against such liability.
In addition, Article 11 of the Company's Articles of Incorporation,
subject to certain exceptions, eliminates the potential personal liability of a
director for monetary damages to the Company and to the shareholders of the
Company for breach of any duty as a director. There is no elimination of
liability for (a) a breach of duty involving appropriation of a business
opportunity of the Company, (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. The
Articles of Incorporation do not eliminate or limit the right of the Company or
its shareholders to seek injunctive or other equitable relief not involving
monetary damages.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
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 Porter Keadle Moore LLP.
24 Power of Attorney (see signature pages to this Registration
Statement).
Item 17. 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 the 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 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 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 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, Form S-8 or Form F-3 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.
<PAGE>
SIGNATURES
Pursuant to 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 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 Carrollton, State of Georgia, on February 19, 1998.
COMMUNITY FIRST BANKING COMPANY
By:/s/ Gary D. Dorminey
Gary D. Dorminey
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary D. Dorminey and C. Lynn Gable, and
each of them, his attorneys in fact, each with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-8, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby ratifies and confirms all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement Amendment has been signed by the following persons in the capacities
indicated on February 19, 1998.
Signature Title
/s/ T. Aubrey Silvey Chairman of the Board
T. Aubrey Silvey
/s/ Gary D. Dorminey President, Chief Executive Officer and Director
Gary D. Dorminey (Principal Executive Officer)
/s/ Gary M. Bullock Vice Chairman of the Board
Gary M. Bullock
/s/ Anna L. Berry Director
Anna L. Berry
/s/ Jerry L. Clayton Director
Jerry L. Clayton
/s/ Thomas E. Reeve, Jr. Director
Thomas E. Reeve, Jr.
/s/ Michael P. Steed Director
Michael P. Steed
/s/ Dean B. Talley Director
Dean B. Talley
/s/ Thomas S. Upchurch Director
Thomas S. Upchurch
/s/ C. Lynn Gable Senior Vice President and
C. Lynn Gable Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Description
No.
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..
24 Power of Attorney (see signature pages to this
Registration Statement).
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
February 24, 1998
Community First Banking Company
110 Dixie Street
Carrollton, Georgia 30117
Re: Registration Statement on Form S-8
Community First Banking Company 1997 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for Community First Banking Company, 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 241,356 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be offered and
sold by the Company pursuant to the Community First Banking Company 1997 Stock
Option 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.
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
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Community First Banking Company on Form S-8 of our report dated February 4, 1997
(except for note 15, as to which the date is February 11, 1997), appearing in
the Prospectus dated May 14, 1997 filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
PORTER KEADLE MOORE LLP
Atlanta, Georgia
February 25, 1998
