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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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ROCKDALE NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 56-2292563
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1000 GEORGIA HIGHWAY 138
CONYERS, GEORGIA 30013
TELEPHONE: (770) 785-7880
(Address, including zip code, of principal executive offices)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None None
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IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(B) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(C), PLEASE CHECK THE FOLLOWING BOX. [ ]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO
SECTION 12(G) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL
INSTRUCTION A.(D), PLEASE CHECK THE FOLLOWING BOX. [ x ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-24435
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Title of class
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Common Stock, $1.00 par value per share
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock, $1.00 par value per share, included
under the caption "Description of Common Stock" in the Registration Statement on
Form SB-2 of the Registrant (File No. 333-24435) filed with the Securities and
Exchange Commission (the "Commission") on May 20, 1997, as amended, is hereby
incorporated by reference. In addition, the description of the Common Stock,
$1.00 par value per share, included under the caption "Description of Common
Stock" in any Prospectus relating to such Registration Statement filed with the
Commission by the Registrant pursuant to any amendment of such Registration
Statement or pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, shall be deemed to be incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisks
(*) were previously filed as a part of, and are hereby incorporated by reference
from either (i) a Registration Statement on Form SB-2 under the Securities Act
of 1933 for the Company, Registration No. 333-24435 (referred to as "SB-2"); or
(ii) Amendment No. 1 to a Registration Statement on Form SB-2 under the
Securities Act of 1933 for the Company, Registration Statement No. 333-24435
(referred to as "Amendment No. 1 to SB-2"). The exhibit numbers correspond to
the exhibit numbers in the referenced document.
EXHIBIT NO. DESCRIPTION
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3.1* Articles of Incorporation (SB-2)
3.2* Articles of Incorporation, as amended (SB-2)
3.3* Amended and Restated Articles of Incorporation (SB-2)
3.4* Bylaws (SB-2)
4.1* Specimen Common Stock Certificate (Amendment No. 1 to SB-2)
10.1 1998 Stock Option Plan
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
ROCKDALE NATIONAL BANCSHARES, INC.
By: /s/ William L. Daniel
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William L. Daniel
Its: President and Chief Executive Officer
Date: April 10, 1998
2
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 1998 Stock Option Plan
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EXHIBIT 10.1
ROCKDALE NATIONAL BANCSHARES, INC.
1998 STOCK OPTION PLAN
1. PURPOSE
The purpose of the Rockdale National Bancshares, Inc. 1998 Stock Option Plan
(the "Plan") is to encourage and enable eligible directors, officers and key
employees of Rockdale National Bancshares, Inc. (the "Company") to acquire
proprietary interests in the Company through the ownership of Common Stock of
the Company. The Company believes that directors, officers and key employees
who participate in the Plan will have a closer identification with the Company
by virtue of their ability as shareholders to participate in the Company's
growth and earnings. The Plan also is designed to provide motivation for
participating directors, officers and key employees to remain in the employ of
and to give greater effort on behalf of the Company. It is the intention of the
Company that the Plan provide for the award of incentive stock options qualified
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
and the regulations promulgated thereunder, as well as the award of nonqualified
stock options. Accordingly, the provisions of the Plan related to incentive
stock options shall be construed so as to extend and limit participation in a
manner consistent with the requirements of Section 422 of the Code.
2. DEFINITIONS
The following words or terms shall have the following meanings:
(a) "Agreement" shall mean a stock option agreement between the Company and
an Eligible Employee or Eligible Participant pursuant to the terms of this Plan.
(b) "Board of Directors" shall mean the Board of Directors of the Company.
(c) "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful
misconduct or dishonesty, any of which the Board of Directors deems to be
harmful to the business or reputation of the Company or any Subsidiary.
(d) "Company" shall mean Rockdale National Bancshares, Inc., a Company
incorporated under the laws of the State of Georgia.
(e) "Eligible Employee(s)" shall mean key employees regularly employed by
the Company or a Subsidiary (including officers, whether or not they are
directors) as the Board of Directors shall select from time to time.
(f) "Eligible Participant(s)" shall mean an Eligible Employee, a Non-
Employee Director or consultants or advisors who are not employees of the
Company or a Subsidiary but who are providing actual services to the Company or
a Subsidiary.
(g) "Market Price" shall mean the fair market value of the Company's Common
Stock as determined by the Board of Directors, acting in good faith, under any
method consistent with the Code, or Treasury Regulations thereunder, which the
Board of Directors shall in its discretion select and apply at the time of the
grant of the option concerned. Subject to the foregoing, the Board of
Directors, in fixing the market price, shall have full authority and discretion
and be fully protected in doing so.
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(h) "Non-Employee Director(s)" means a member of the Board of Directors or a
member of the board of directors of a Subsidiary, in each case, who is not a
regular salaried employee of the Company or one of its Subsidiaries. For the
purpose of Section 9 of the Plan, "Non-Employee Director" shall have the meaning
set forth in Rule 16b-3(b)(3) under the Securities Exchange Act of 1934, as
amended.
(i) "Optionee" shall mean an Eligible Employee or Eligible Participant
having a right to purchase Common Stock pursuant to the Plan.
(j) "Option(s)" shall mean the right or rights granted to Eligible Employees
or Eligible Participants to purchase Common Stock under the Plan.
(k) "Permanent and total disability" shall be as defined in Section 22(e)(3)
of the Code.
(l) "Plan" shall mean this Rockdale National Bancshares, Inc. 1998 Stock
Option Plan.
(m) "Shares," "Stock" or "Common Stock" shall mean shares of the $1.00 par
value common stock of the Company.
(n) "Subsidiary" shall mean any corporation, if the Company owns or
controls, directly or indirectly, more than a majority of the voting stock of
such corporation.
(o) "Ten Percent Owner" shall mean an individual who, at the time an Option
is granted, owns directly or indirectly (under the ownership attribution rules
of Code Section 424(d)) more than ten percent (10%) of the total combined voting
power of all classes of stock of the Company or a Subsidiary.
3. EFFECTIVE DATE
The effective date of the Plan (the "Effective Date") shall be the date the
Plan is adopted by the Board of Directors or the date the Plan is approved by
the shareholders of the Company, whichever is earlier. The Plan must be
approved by the affirmative vote of not less than a majority of the Shares
entitled to vote at a meeting at which a quorum is present, which shareholder
vote must be taken within twelve (12) months after the date the Plan is adopted
by the Board of Directors. Such shareholder vote shall not alter the Effective
Date of the Plan. In the event shareholder approval of the adoption of the Plan
is not obtained within the aforesaid twelve (12) month period, then any Options
granted in the intervening period shall be void.
4. SHARES RESERVED FOR PLAN
The Common Stock to be sold to Eligible Participants under the Plan may at
the election of the Board of Directors be either treasury shares or Shares
originally issued for such purpose. The maximum number of Shares which shall be
reserved and made available for sale under the Plan shall be 100,000; provided,
however, that such Shares shall be subject to the adjustments provided in
Section 8(h). Any Shares subject to an Option which for any reason expires or
is terminated unexercised may again be subject to an Option under the Plan.
5. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors.
Within the limitations described herein and except as otherwise provided in
the Plan, the Board of Directors shall administer the Plan, select the Eligible
Participants to whom Options will be granted,
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determine the number of Shares to be optioned to each Eligible Participant and
interpret, construe and implement the provisions of the Plan. The Board of
Directors shall also determine the price to be paid for the Shares upon exercise
of each Option, the period within which each Option may be exercised, and the
terms and conditions, consistent with the terms of the Plan, of each Option
granted pursuant to the Plan. The members of the Board of Directors shall be
reimbursed for out-of-pocket expenses reasonably incurred in the administration
of the Plan.
With respect to the administration of the Plan, by the Board of Directors, a
majority of the members of the Board of Directors shall constitute a quorum, and
the act of a majority of the members of the Board of Directors present at any
meeting at which a quorum is present, or acts approved in writing by all members
of the Board of Directors shall be the acts of the Board of Directors.
6. ELIGIBILITY
Options granted pursuant to Section 8 shall be granted only to Eligible
Employees. Options granted pursuant to Section 9 may be granted to Eligible
Participants.
7. DURATION OF THE PLAN
The Plan shall expire on the tenth anniversary of the Effective Date, but
with respect to Options granted hereunder prior to such date, shall remain in
effect until all Shares subject to or which may become subject to the Plan shall
have been purchased pursuant to such Options; provided that Options under the
Plan must be granted within ten (10) years from the Effective Date.
8. QUALIFIED INCENTIVE STOCK OPTIONS
It is intended that Options granted under this Section 8 shall be qualified
incentive stock options under the provisions of Section 422 of the Code and the
regulations thereunder or corresponding provisions of subsequent revenue laws
and regulations in effect at the time such Options are granted. Such Options
shall be evidenced by Agreements in such form and not inconsistent with this
Plan as the Board of Directors shall approve from time to time, which Agreements
shall contain in substance the following terms and conditions:
(a) Price. The purchase price for Shares purchased upon exercise will be
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equal to 100% of the Market Price on the day the Option is granted, as
determined by the Board of Directors; provided that the purchase price of Stock
deliverable upon the exercise of a qualified incentive stock option granted to a
Ten Percent Owner shall be not less than one hundred ten percent (110%) of the
Market Price on the day the Option is granted, as determined by the Board of
Directors, but in no case less than the par value of such Stock.
(b) Number of Shares. The Agreement shall specify the number of Shares
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which the Optionee may purchase under such Option.
(c) Exercise of Options. The Shares subject to the Option may be purchased
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in whole or in part by the Optionee in accordance with the terms of the
Agreement, from time to time after shareholder approval of the Plan, but in no
event later than ten (10) years from the date of grant of the Option.
Notwithstanding the foregoing, Shares subject to an Option granted to a Ten
Percent Owner shall be exercisable no later than five (5) years from the date of
grant of the Option.
(d) Medium and Time of Payment. Stock purchased pursuant to an Agreement
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shall be paid for in full at the time of purchase. Payment of the purchase
price shall be in cash. Upon receipt of payment, the
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Company shall, without transfer or issue tax, deliver to the Optionee (or other
person entitled to exercise the Option) a certificate or certificates for such
Shares.
(e) Rights as a Shareholder. An Optionee shall have no rights as a
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shareholder with respect to any Shares covered by an Option until the date of
issuance of the stock certificate to the Optionee for such Shares. Except as
otherwise expressly provided in the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued.
(f) Non-assignability of Option. No Option shall be assignable or
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transferable by the Optionee except by will or by the laws of descent and
distribution. During the lifetime of the Optionee, the Option shall be
exercisable only by him or her.
(g) Effect of Termination of Employment or Death. In the event that an
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Optionee during his or her lifetime ceases to be an employee of the Company or
of a Subsidiary for any reason (including retirement) other than death or
permanent and total disability, any Option or unexercised portion thereof which
was otherwise exercisable on the date of termination of employment shall expire
90 days from the date of such termination, but in no event after the term
provided in the Optionee's Agreement. In the event that an Optionee ceases to
be an employee of the Company or a Subsidiary for any reason (including
retirement) other than death or permanent and total disability prior to the time
that an Option or portion thereof becomes exercisable, such Option or portion
thereof which is not then exercisable shall terminate and be null and void.
Whether authorized leave of absence for military or government service shall
constitute termination of employment for the purpose of this Plan shall be
determined by the Board of Directors, which determination shall be final and
conclusive.
In the event that an Optionee ceases to be an employee of the Company or a
Subsidiary by reason of death or permanent and total disability, any Option or
unexercised portion thereof which was otherwise exercisable on the date such
Optionee ceased employment shall expire unless exercised within a period of one
(1) year from the date on which the Optionee ceased to be an employee, but in no
event after the term provided in the Optionee's Agreement. In the event that an
Optionee ceases to be an employee of the Company or a Subsidiary by reason of
death or permanent and total disability, any Option or portion thereof which was
not exercisable on the date such Optionee ceased employment shall become
immediately exercisable for a period of one (1) year from the date on which the
Optionee ceased to be an employee, but in no event after the term provided in
the Optionee's Agreement.
In the event of the death of an Optionee, the Option shall be exercisable by
his or her personal representatives, heirs or legatees, as provided herein.
Nothwithstanding the foregoing provisions of this subsection 8(g), in the
event that an Optionee ceases to be an employee of the Company by reason of
termination for Cause, any Option or unexercised portion thereof which was
otherwise exercisable on the date the Optionee was terminated for Cause shall
expire on the date of such termination.
(h) Recapitalization. In the event that dividends are payable in Common
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Stock of the Company or in the event there are splits, subdivisions or
combinations of the Common Stock, the number of Shares available under the Plan
shall be increased or decreased proportionately, as the case may be, and the
number and Option exercise price of Shares deliverable upon the exercise
thereafter of any Option theretofore granted shall be increased or decreased
proportionately, as the case may be, as determined to be proper and appropriate
by the Board of Directors.
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(i) Reorganization. In case the Company is merged or consolidated with
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another corporation and the Company is not the surviving corporation, or in case
the property or stock of the Company is acquired by another corporation, or in
case of a separation, reorganization, recapitalization or liquidation of the
Company, the Board of Directors of the Company, or the Board of Directors of any
corporation assuming the obligations of the Company hereunder, shall either (i)
make appropriate provision for the protection of any outstanding Options by the
substitution on an equitable basis of appropriate stock of the Company, or of
the merged, consolidated or otherwise reorganized corporation which will be
issuable in respect to the Common Stock, provided only that the excess of the
aggregate fair market value of the Shares subject to Option immediately after
such substitution over the purchase price thereof is not more than the excess of
the aggregate fair market value of the Shares subject to Option immediately
before such substitution over the purchase price thereof, or (ii) upon written
notice to the Optionee provide that the Option (including, in the discretion of
the Board of Directors, any portion of such Option which is not then
exercisable) must be exercised within sixty (60) days of the date of such notice
or it will be terminated. If any adjustment under this Section 8(i) would
create a fractional share of Stock or a right to acquire a fractional share,
such shall be disregarded and the number of Shares available under the Plan and
the number of Shares covered under any Options previously granted pursuant to
the Plan shall be the next lower number of Shares, rounding all fractions
downward. An adjustment made under this Section 8(i) by the Board of Directors
shall be conclusive and binding on all affected persons.
Except as otherwise expressly provided in this Plan, the Optionee shall have
no rights by reason of any subdivision or consolidation of shares of stock of
any class, or the payment of any stock dividend or any other increase or
decrease in the number of shares of stock of any class, or by reason of any
dissolution, liquidation, merger, or consolidation or spin-off of assets or
stock of another corporation; and any issue by the Company of shares of stock of
any class, or securities convertible into shares of stock of any class, shall
not affect, and no adjustment by reason thereof shall be made with respect to,
the number or prices of Common Stock subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
(j) Annual Limitation. The aggregate fair market value (determined at the
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time the Option is granted) of the Shares with respect to which qualified
incentive stock options are exercisable for the first time by an Optionee during
any calendar year (under all incentive stock option plans of the Company) shall
not exceed $100,000. Any excess over such amount shall be deemed to be related
to and part of a nonqualified stock option granted pursuant to Section 9 of the
Plan.
(k) General Restriction. Each Option shall be subject to the requirement
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that if at any time the Board of Directors shall determine, in its discretion,
that the listing, registration or qualification of the Shares subject to such
Option upon any securities exchange or under any state or federal law, or the
consent or approval of any government regulatory body, is necessary or desirable
as a condition of, or in connection with, the granting of such Option or the
issue or purchase of Shares thereunder, such Option may not be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board of Directors. Alternatively, such Options shall be
issued and exercisable only upon such terms and conditions and with such
restrictions as shall be necessary or appropriate to effect exemption from such
listing, registration, or other qualification requirement.
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9. NONQUALIFIED STOCK OPTIONS
(a) Within the limitations described in Section 9(b), the Board of Directors
may grant to Eligible Participants Options under the Plan which are not
qualified incentive stock options under the provisions of Section 422 of the
Code. Such nonqualified stock options shall be evidenced by Agreements in such
form and not inconsistent with this Plan as the Board of Directors shall approve
from time to time, which Agreements shall contain in substance the same terms
and conditions as set forth in Section 8 hereof with respect to qualified
incentive stock options (except that, with respect to Options awarded to Non-
Employee Directors, references to employment with the Company shall be deemed to
mean service on the Board of Directors); provided, however, that the limitations
set forth in Sections 8(a) and 8(c) with respect to Ten Percent Owners shall not
be applicable to nonqualified stock options granted to any Ten Percent Owner,
and the limitation set forth in Section 8(j) with respect to the annual
limitation of incentive stock options shall not be applicable to nonqualified
stock option grants; provided further, that nonqualified stock options may be
granted at a purchase price equal to not less than 75% of the Market Price on
the day the Option is granted.
(b) With respect to Non-Employee Directors, nonqualified stock options may
be granted pursuant to Section 9(a) of the Plan to such Non-Employee Directors
only upon authorization and approval by the Board of Directors or the
shareholders of the Company; provided that, where the Board of Directors
authorizes Option grants under this Section 9(b), the Non-Employee Director to
receive such Options shall not participate in the Board of Director=s
authorization of such grant.
10. AMENDMENT OF THE PLAN
The Plan may at any time or from time to time be terminated, modified or
amended by the affirmative vote of not less than a majority of the shares
present and voting thereon by the Company's shareholders at a meeting of the
shareholders at which a quorum is present. The Board of Directors may at any
time and from time to time modify or amend the Plan in any respect, except that
without shareholder approval the Board of Directors may not (1) increase the
maximum number of Shares for which Options may be granted under the Plan (other
than increases due to changes in capitalization as referred to in Section 8(h)
hereof), or (2) extend the maximum period during which Options may be granted or
exercised, or (3) change the class of persons eligible for Options under the
Plan, or (4) otherwise materially modify the requirements as to eligibility for
participation in the Plan. The termination or any modification or amendment of
the Plan shall not, without the written consent of an Optionee, affect his or
her rights under an Option or right previously granted to him or her. With the
written consent of the Optionee affected, the Board of Directors may amend
outstanding Agreements in a manner not inconsistent with the Plan. Without
employee consent, the Board of Directors may at any time and from time to time
modify or amend outstanding Agreements in such respects as it shall deem
necessary in order that incentive stock options granted hereunder shall comply
with the appropriate provisions of the Code and regulations thereunder which are
in effect from time to time respecting qualified incentive stock options. The
Board of Directors may also suspend the granting of Options pursuant to the Plan
at any time and may terminate the Plan at any time; provided, however, no such
suspension or termination shall modify or amend any Option granted before such
suspension or termination unless (a) the affected participant consents in
writing to such modification or amendment or (b) there is a dissolution or
liquidation of the Company.
11. BINDING EFFECT
All decisions of the Board of Directors involving the implementation,
administration or operation of the Plan or any offering under the Plan shall be
binding on the Company and on all persons eligible or who become eligible to
participate in the Plan.
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12. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant
to Options exercised hereunder will be used for general working capital.
