<PAGE>
As filed with the Securities and Exchange Commission on December 1, 1999.
Registration No. 333-87763
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NBG BANCORP, INC.
(Name of Small Business Issuer in its Charter)
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<CAPTION>
<S> <C> <C>
Georgia 6711 58-2499542
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
2234 West Broad Street, Athens, Georgia 30606 (706) 355-3122
(Address and Telephone Number of Principal Executive Offices and
Principal Place of Business)
William S. Huggins
NBG Bancorp, Inc.
P.O. Box 6507
Athens, Georgia 30604
(706) 355-3122
(Name, Address, and Telephone Number of Agent for Service)
------------
Copy to:
Thomas O. Powell, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
Phone (404) 885-3294
------------
Approximate date of commencement of proposed sale to 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, 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, check the following box and
list the Securities Act registration 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 this form is a post-effective amendment filed pursuant to Rule 462(d) 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,
check the following box. [ ]
____________
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.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Consistent with the applicable provisions of the laws of Georgia, the
Registrant's Bylaws provide that the Registrant shall have the power to
indemnify its directors, officers, employees and agents 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, officer,
employee or agent 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,
officer, employee or agent is proper because he or she met the applicable
standard of conduct shall be made (i) by the Board of Directors of the
Registrant, (ii) in certain circumstances, by independent legal counsel in a
written opinion or (iii) by the affirmative vote of a majority of the shares
entitled to vote.
In addition, Article 11 of the Registrant's Articles of Incorporation,
subject to certain exceptions, eliminates the potential personal liability of a
director for monetary damages to the Registrant and to the shareholders of the
Registrant for breach of a duty as a director. There is no elimination of
liability for (i) a breach of duty involving appropriation of a business
opportunity of the Registrant, (ii) an act or omission involving intentional
misconduct or a knowing violation of law, (iii) a transaction from which the
director derives an improper material tangible personal benefit or (iv) 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 Registrant or its shareholders to seek
injunctive or other equitable relief not involving monetary damages.
Item 25. Other Expenses Of Issuance And Distribution.
Estimated expenses, other than underwriting discounts and commissions, of
the sale of the Registrant's Common Stock, $1.00 par value per share, are as
follows:
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<S> <C>
Securities and Exchange Commission Registration Fee................................ $ 3,260
Blue Sky Fees and Expenses......................................................... 8,740
Legal Fees and Expenses............................................................ 35,000
Accounting Fees and Expenses....................................................... 5,000
Printing and Engraving Expenses.................................................... 10,000
Entertainment...................................................................... 3,500
Miscellaneous...................................................................... 6,000
-------
Total........................................................................... $71,500
=======
</TABLE>
Item 26. Recent Sales of Unregistered Securities.
On September 23, 1999, the Registrant issued to William S. Huggins, in a
private placement, one share of the Registrant's Common Stock, $1.00 par value
per share, for an aggregate price of $1.00 in connection with the organization
of the Company. The sale to Mr. Huggins was exempt from registration under the
Securities Act of 1933, as amended (the "Act") pursuant to Section 4(2) of the
Act because it was a transaction by an issuer that did not involve a public
offering.
II-1
<PAGE>
Item 27. Exhibits.
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
4.1 Specimen Common Stock Certificate*
4.2 See Exhibits 3.1 and 3.2 for provisions of the Articles of
Incorporation and Bylaws defining rights of holders of the Common
Stock
4.3 Form of Organizer Warrant Agreement*
5.1 Legal Opinion of Troutman Sanders LLP*
10.1 Letter Agreement for purchase of main office property dated June 1,
1999*
10.2 [Reserved]
10.3 Employment Agreement, dated November 15, 1999, by and among The
National Bank of Georgia (Proposed), NBG Bancorp, Inc. and William
S. Huggins*
10.4 Employment Agreement, dated November 15, 1999, by and among The
National Bank of Georgia (Proposed), NBG Bancorp, Inc. and Thomas Z.
Lanier, III*
10.5 Employment Agreement, dated November 15, 1999, by and among The
National Bank of Georgia (Proposed), NBG Bancorp, Inc. and Michael
R. Carson*
10.6 Loan Agreement between NBG Bancorp, Inc., as Borrower and Georgia
First Bank, N.A. as Lender, and Organizers as Guarantors
10.7 NBG Bancorp, Inc. Stock Option Plan*
10.8 Form of NBG Bancorp, Inc. Incentive Stock Option*
10.9 Form of NBG Bancorp, Inc. Non-Qualified Stock Option*
10.10 Escrow Agreement, dated as of November 10, 1999, by and between NBG
Bancorp, Inc. and Georgia First Bank, N.A. (included as Appendix A
to the prospectus and incorporated by reference herein)
10.11 Form of Organizer Warrant Agreement (contained in Exhibit 4.3)
21.1 List of Subsidiaries*
II-2
<PAGE>
23.1 Consent of Mauldin & Jenkins, LLC
23.2 Consent of Troutman Sanders LLP (contained in Exhibit 5.1)
24.1 Power of Attorney (included in the original signature page to this
Registration Statement)*
27.1 Financial Data Schedule (for SEC use only)
99.1 Form of Subscription Agreement (included as Appendix B to the
prospectus and incorporated by reference herein)
- ---------------------
*Previously filed.
Item 28. Undertakings.
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 foregoing provisions, 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.
The undersigned Registrant hereby undertakes as follows:
(a)(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information 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 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) Include any additional or changed material information on the
plan of distribution.
II-3
<PAGE>
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities being registered that remain unsold at the end of the
offering.
The Registrant hereby undertakes as follows:
(b)(1) For determining any liability under the Securities Act, to treat the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant under Rule 424(b)(1), or (4) or
497(h) under the Securities Act as part of this Registration Statement as
of the time the Commission declared it effective.
(2) For determining any liability under the Securities Act, to treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the Registration
Statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
II-4
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Athens, State of Georgia, on November 30, 1999.
NBG BANCORP, INC.
/s/ William S. Huggins
----------------------
William S. Huggins
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, as
amended, this Registration Statement was signed by the following persons in the
capacities and on the dates stated.
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Signature Title Date
- --------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
* Director November 30, 1999
- ---------------------------------
John Harold Barrett
* Director November 30, 1999
- ---------------------------------
Jack Lee Barton
* Director November 30, 1999
- ---------------------------------
Robert E. Burton
* Executive Vice President and November 30, 1999
- --------------------------------- Director
Michael R. Carson (principal financial and
accounting officer)
* Director November 30, 1999
- ---------------------------------
Michael Sidney Gautreaux
* Director November 30, 1999
- ---------------------------------
Ronald Lewis Hill
/s/ William S. Huggins President and Chief Operating November 30, 1999
- --------------------------------- Officer and Director
William S. Huggins (principal executive officer)
* Director November 30, 1999
- ---------------------------------
Henry D. Joiner
* Executive Vice President and November 30, 1999
- --------------------------------- Director
Thomas Z. Lanier, III
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<PAGE>
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* Director November 30, 1999
- ---------------------------------
Ted Ruff Ridlehuber
* Director November 30, 1999
- ---------------------------------
Thomas Wells Scott
* Director November 30, 1999
- ---------------------------------
Tommy Edward Warner
* Director November 30, 1999
- ---------------------------------
Claude Williams, Jr.
</TABLE>
* /s/ William S. Huggins
----------------------
William S. Huggins
Attorney-in-Fact
II-6
<PAGE>
Exhibit
Number Description of Exhibits
- --------------------------------------------------------------------------------
10.6 Loan Agreement between NBG Bancorp, Inc., as Borrower and Georgia
First Bank, N.A. as Lender, and Organizers as Guarantors
23.1 Consent of Mauldin & Jenkins, LLC
27.1 Financial Data Schedule
<PAGE>
EXHIBIT 10.6
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NBG BANCORP, INC. GEORGIA FIRST BANK, N.A. ACCOUNT #: 165161
1051 RIDGE POINTE 3200 PEACHTREE INDUSTRIAL BLVD. Loan Number 866540
ATHENS, GA. 30606 DULUTH, GA 30096 -----------------
Date: NOVEMBER 25, 1999
Maturity Date: MAY 23, 2000
Loan Amount: $250,150.00
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Renewal Of _________________
"I" includes each borrower above, joint "You" means the lender, its successors OPR CODES: N/01/510/3/290
and severally. and assigns.
- -----------------------------------------------------------------------------------------------------------------------
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For value received, I promised to pay to you, or your order, at your address
listed above the PRINCIPAL sum of TWO HUNDRED FIFTY THOUSAND ONE HUNDRED FIFTY
--------------------------------------------
AND NO/100* * * * * * * * * Dollars $250,150.00
- --------------------------- -----------
[_] Single Advance: I will receive all of this principal sum on_______________.
No additional advances are contemplated under this note.
[X] Multiple Advance: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On NOVEMBER 25, 1999 I will receive the
-----------------
amount of $38,150 and future principal advances are contemplated. Conditions:
-------
The conditions for future advances are THIS IS A MASTER NOTE WHICH CAN BE DRAWN
-----------------------------------------
UPON AND REPAID AT CUSTOMERS REQUEST WITH INTEREST DUE
- --------------------------------------------------------------------------------
________________________________________________________________________________
[X] Open End Credit: You and I agree that I may borrow up to maximum amount
of principal more than one time. This feature is subject to all other
conditions and expires on MAY 23, 2000
-----------------------------
[_] Closed End Credit: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
NOVEMBER 25, 1999 at the rate of 7.250% per year until FIRST CHANGE DATE
- ----------------- ----- -----------------------.
[X] Variable Rate: This rate may then change as stated below.
[X] Index Rate: The future rate will be 1.000% UNDER the following index rate
------------
HIGHEST PRIME RATE AS PUBLISHED IN MONEY SECTION OF WALL STREET JOURNAL
----------------------------------------------------------------------------
_____________________________________________________________________________
[_] No Index: The future rate will not be subject to any internal or
external index. It will be entirely in your control.
[X] Frequency and Timing: The rate on this note may change as often as
MONTHLY. A change in the interest rate will take effect ON THE FIRST DAY OF
-------------------
THE MONTH.
---------
[_] Limitations: During the term of this loan, the applicable annual interest
rate will not be more________ % or less than______________ %. The rate
may not change more_________________ % each___________.
Effect of Variable Rate: A change in the interest rate will have the
following effect on the payments.
[_] The same amount of each scheduled payment will change.[_] The amount of
the final payment will change
[X] THE AMOUNT DUE AT MATURITY WILL CHANGE.
---------------------------------------------------------------
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.
----------
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[_] on the same fixed or variable rate basis in effect before maturity (as
indicated above).
[X] at a rate equal to GEORGIA FIRST BANK PRIME RATE PLUS FOUR PERCENT
-----------------------------------------------
(4.00%).
- -------
[X] LATE CHARGE: If a payment is made more than 10 days after it is due, I
--
agree to pay a late charge of 5.000% OF THE LATE PAYMENT WITH A MINIMUM
-------------------------------------------
OF $50.00 AND A MAXIMUM OF $250.00.
----------------------------------
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which [_] are [_] are not included in the principal amount above:
LOAN FEE $150.00.
----------------
PAYMENTS: I agree to pay this note as follows:
[X] Interest: I agree to pay accrued interest AT MATURITY.
-----------
[X] Principal: I agree to pay the principal MAY 23, 2000
------------
_______________________________________________________________________
<PAGE>
[_] Installments: I agree to pay this note in _______________payments. The
first payment will be in the amount of $ ______________________ and will
be due ________________. A payment of $ __________________ will be due
thereafter. The final payment of the entire unpaid balance of principal
and interest will be due______________________________________________.
[_] If checked, and this loan is secured by a first lien on real estate, then
any accrued interest not paid when due (whether due by reason of a
schedule of payments or due because of lender's demand) will become part
of the principal thereafter, and will bear interest at the interest rate
in effect from time to time as provided in this agreement.
ADDITIONAL TERMS:
THIS LOAN IS SECURED BY THE PERSONAL GUARANTEES OF WILLIAM S. HUGGINS, THOMAS Z.
LANIER, MICHAEL R. CARSON, ROBERT E. BURTON, MICHAEL S. GAUTREAUX, RONALD LEWIS
HILL, HENRY D. JOINER, TED R. RIDLEHUBER, THOMAS WELLS SCOTT, TOMMY E. WARNER,
CLAUDE WILLIAMS, JR, JOHN HAROLD BARRETT AND JACK LEE BARTON DATED NOVEMBER 25,
1999 AS REQUIRED BY GEORGIA FIRST BANK, N.A.
_____________________________________
[_] SECURITY: This note is separately PURPOSE: The purpose of this loan is
secured by (describe separate BUSINESS: OPERATING LINE OF CREDIT
document by type and date): ----------------------------------
(This section is for your internal use. SIGNATURES AND SEALS: IN WITNESS
Failure to list a separate security WHEREOF, I HAVE SIGNED MY NAME AND
document does not mean the agreement AFFIXED MY SEAL ON THIS 25TH DAY OF
will not secure this note.) ----
- ---------------------------------------
NOVEMBER, 1999. BY DOING SO, I AGREE
---------
TO THE TERMS OF THIS NOTE (INCLUDING
THOSE ON PAGE 2). I HAVE RECEIVED
A COPY OF TODAY'S DATE.
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<S> <C>
NBG BANCORP, INC
-------------------------------------------
X Signature for Lender X /s/ William S. Huggins
- ------------------------------------ ------------------------------------------(Seal)
H. RANDOLPH LEE EVP/005 WILLIAM S. HUGGINS, PRESIDENT
____________________________________ __________________________________________(Seal)
__________________________________________(Seal)
</TABLE>
<PAGE>
<TABLE>
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DEFINITIONS: As used on page 1, "[X]" means the terms that apply ACCURAL METHOD: The amount of interest that I will pay on this
to this loan. "I," "me" or "my" means each Borrower who signs loan will be calculated using the interest rate and accrual
this note and each other person or legal entity (including method stated on page 1 of this note. For the purpose of interest
guarantors, endorsers, and sureties) who agrees to pay this note calculation, the accrual method will determine the number of day
(together referred to as "us"). "You" or "your" means the Lender in a "year." If no accrual method is stated, then you may use any
and its successors and assigns. reasonable accrual method for calculating interest.
APPLICABLE LAW: The law of the state of Georgia will govern this POST MATURITY RATE: For purposes of deciding when the "Post
note. Any term of this note which is contrary to applicable law Maturity Rate" (shown on page 1) applies, the term "maturity"
will not be effective, unless the law permits you and me to agree means the date of the last scheduled payment indicated on page 1
to such a variation. If any provision of this agreement cannot be of this note or the date you accelerate payment on the note,
enforced according to its terms, this fact will not affect the whichever is earlier.
enforceability of the remainder of this agreement. No
modification of this agreement may be mad without your express SINGLE ADVANCE LOANS: If this is a single advance loan, you and I
written consent. Time is of the essence in this agreement. expect that you will make only one advance of principal. However,
you may add other amounts to the principal of you make any
PAYMENTS: Each payment I make on this note will first reduce the payments described in the "PAYMENTS BY LENDER" paragraph below,
amount I owe you for charges which are neither interest nor or if we have agreed that accrued interest not paid when due may
principal. The remainder of each payment will then reduce accrued be added to principal.
unpaid interest, and then unpaid principal. If you and I agree to
a different application of payments, we will describe our MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you
agreement on this note. I may prepay a part of, or the entire and I expect that you will make more than one advance of
balance of this loan without penalty, unless we specify to the principal. If this is closed end credit, repaying a part of the
contrary on this note. Any partial prepayment will not excuse or principal will not entitle me to addition al credit.
reduce any later scheduled payment until this note is paid in
full (unless, when I make the prepayment, you and I agree in PAYMENTS BY LENDER: If you are authorized to pay, on my behalf,
writing to the contrary). charges I am obligated to pay (such as property insurance
premiums), then you may treat those payments made by you as
INTEREST: Interest accrues on the principal remaining unpaid from advances and add them to the unpaid principal under this note, or
time to time, until paid in full. If I receive the principal in you may demand immediate payment of the charges.
more than one advance, each advance will start to earn interest
only when I receive the advance. The interest rate in effect on SET-OFF: I agree that you may set off any amount due and payable
this note at any given time will apply to the entire principal under this note against any right I have to receive money from
advanced at that time. You and I may provide in this agreement you.
for accrued interest not paid when due to be added to principal. "Right to receive money from you" means:
Notwithstanding anything to the contrary. I do not agree to pay (1) any deposit account balance I have with you
and you do not intent to charge any rate of interest that is (2) any money owed to me on an item presented to you or in
higher than the maximum rate of interest you could charge under you possession for collection or exchange; and
applicable law for the extension of credit that is agreed to here (3) any repurchase agreement or other nondeposit obligation.
(either before or after maturity). If any notice of interest
accrual is sent and is in error, we mutually agree to correct it, "Any amount due and payable under this note" means the total
and if you actually collect more interest than allowed by law and amount of which you are entitled to demand payment under the
this agreement, you agree to refund it to me. terms of this note at the time you set off. This total includes
any balance the due date for which you properly accelerated under
INDEX RATE: The index will serve only as a device for setting the the note.
rate on this note. You do not guarantee by selecting this index, If my right to receive money from you is also owned by someone
or the margin, that the rate on this note will be the same rate who has not agreed to pay this note, your right to set off will
you charge on any other loans or class of loans to me or other apply to may interest in the obligation and to any other amounts
borrowers. I could withdraw on
</TABLE>
<PAGE>
<TABLE>
<S> <C>
my sole request or endorsement. Your right of set off does not (3) You may demand security, additional security, or additional
apply to an account or other obligation where my rights are only parties to be obligated to pay this note as a condition for
as a representative. It also does not apply to any Individual not using any other remedy.
Retirement Account or other tax-deferred retirement account. (4) You may refuse to make advances to me or allow purchases on
You will not be liable for the dishonor of any check when the credit by me.
dishonor occurs because you set off this debt against any of my (5) You may use any remedy you have under state or federal law.
accounts, I agree to hold you harmless from any such claims
arising as a result of you exercise of you right of set off. By selecting any one or more of these remedies you do not give up
your right to later use any other remedy. By waiving your right
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by to declare an event to be a default, you do not waive your right
real estate or a residence that is personal property, the or later consider the event as a default if it continues or
existence of a default and your remedies for such a default will happens again.
be determined by applicable law, by the terms of any separate
instrument creating the security interest and, to the extent no COLLECTION COSTS AND ATTORNEY'S FEES:
prohibited by law and not contrary to the terms of the separate I agree to pay all costs of collection, replevin or any other
security instrument, by the "Default" and "Remedies" paragraphs similar type of cost if I am in default. In addition, if you hire
herein. any attorney to collect this note, I also agree to pay any fee,
not to exceed 15 percent of the principal and interest then owed,
DEFAULTS: I will be in default if any one or more of the you incur with such attorney plus court costs (except where
following occur: (1) I fail to make a payment on time or in the prohibited by law). To the extent permitted by the United States
amount due; (2) I fail to keep the property insured, if required; Bankruptcy Code, I also agree to pay the reasonable attorney's
(3) I fail to pay, or keep any promise, on any debt or agreement fees and costs you incur to collect this debt as awarded by any
I have with you: (4) any other creditor of mine attempts to court exercising jurisdiction under the Bankruptcy Code.
collect any debt I owe him through court proceedings; (4) I die,
am declared incompetent, make an assignment for the benefit of WAIVER: I give up my rights to require you to do certain things.
creditors, or become insolvent (either because my liabilities I will not require you to
exceed my assets or I am unable to pay my debts as they become (1) demand payment of amounts due (presentation);
due); (5) I make any written statement or provide any financial (2) obtain official certification of nonpayment (protest);
information that is untrue or in accurate at the time it was (3) give notice that amounts due have not been paid (notice of
provided; (7) I do or fail to do something which causes you to dishonor),or
believe that you will have difficulty collecting the amount I owe (4) give me notice prior to seizure of my personal property
you; (8) any collateral securing this note is used in a manner or when you are seeking to foreclose a secured interest in any
for a purpose which threatens confiscation by a legal authority; of my personal property used to secure a commercial
(9) I change my name or assume an additional name without first transaction.
notifying you before making such a change; (10) I fail to plant,
cultivate and harvest crops in due season; (11) any loan proceeds I waive any defenses I have based on suretyship or impairment of
are used for a purpose that will contribute to excessive erosion collateral.
of highly erodible land or to the conversion of wetlands to
produce an agricultural commodity, as further explained in 7 OBLIGATIONS INDEPENDENT: I understand that I must pay this note
C.F.R. Part 1940, Subpart G, Exhibit M. even if someone else has also agreed to pay it (by, for example,
signing this form or a separate guarantee or endorsement). You
REMEDIES: I am in default on this note you have, but are not may sue me alone; or anyone else who is obligated on this note,
limited to, the following remedies: or any number of us together, to collect this note. You may do so
(1) You may demand immediate payment of all I owe you under without any notice that it has not been paid (notice of
this note (principal, accrued unpaid interest and other dishonor). You may without notice release any party to this
accrued charges). agreement without releasing any other party. If you give up any
(2) You may set off this debt against any right I have to the of your rights, with or without notice, it will not affect, my
payment of money from you, subject to the terms of the "Set- duty to pay this note, or any portion of the note or debt, from
Off" paragraph herein. time to time without limit or notice and for any term without
affecting my liability for payment of the note. I will not assign
my
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<PAGE>
<TABLE>
<S> <C>
obligation under this agreement without your prior NOTICE: Unless otherwise required by law,
written approval. any notice to me shall be given by
delivering it or my mailing it by first
CREDIT INFORMATION: I agree and authorize class mail addressed to me at my last known
you to obtain credit information about me address. My current address is on page 1. I
from time to time (for example, by agree to inform you in writing of any
requesting a credit report) and to report change in my address. I will give any
to others your credit experience with me notice to you by mailing it first class to
(such as a credit reporting agency). I your address stated on page 1 of this
agree to provide you, upon request, agreement, or to any other address that you
financial statements and information I have designated.
provide to you are or will be accurate,
correct and complete.
</TABLE>
<TABLE>
<CAPTION>
Borrower's
Date of Principal Initials Principal Principal Interest Rate Interest Interest Paid
Transaction Advance (not required) Payments Balance Payments Through:
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
/ / $ $ $ % $ / /
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------
NBG BANCORP, INC. GEORGIA FIRST BANK, N.A.
1051 RIDGE POINTE 3200 PEACHTREE INDUSTRIAL BLVD.
ATHENS, GA. 30606 DULUTH, GA 30096
Line of Credit No. 866540
-------------
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS Date: NOVEMBER 25, 1999
"I" includes each borrower "You" means the lender, its Max. Credit Amt.: $250,150.00
above, joint and severally. successors and assigns. Loan Ref. No. 866540
-------------------
- --------------------------------------------------------------------------------------------------------
</TABLE>
You have extended to me a line of credit in the
AMOUNT of TWO HUNDRED FIFTY THOUSAND ONE HUNDRED FIFTY AND NO/100 $ 250,150.00
------------------------------------------------------- ----------
You will make loans to me from time to time until 4:00 p.m. on
---------
MAY 23, 1999. Although the line of credit expires on that date, I will
- ------------
remain obligated to perform all my duties under this agreement so long as I owe
you any money advanced according to the terms of this agreement, as evidenced by
any note or notes I have signed promised to repay these amounts.
This line of credit is an agreement between you and me. It is not intended
that any third party receive any benefit from this agreement, whether by direct
payment, reliance for future payment or in any other manner. This agreement is
not a letter of credit.
1. AMOUNT: This line of credit is:
[X] OBLIGATORY: You may not refuse to make a loan to me under this line of
credit unless one of the following occurs:
a. I have borrowed the maximum amount available to me;
b. This line of credit has expired;
c. I have defaulted on the note (or notes) which show my
indebtedness under this line of credit;
d. I have violated any term of this line of credit or any note or
other agreement entered into a connection with this line of
credit;
e. _________________________________________________________________
_________________________________________________________________
_________________________________________________________________
[ ] DISCRETIONARY: You may refuse to make a loan to me under this line of
credit once the aggregate outstanding advance equal or exceed
__________ __________
Subject to the obligatory or discretionary limitations above, this line of
credit is:
[X] OPEN-END (Business or Agricultural only): I may borrow up to the
maximum amount of principal more than one time.
[_] CLOSED-END: I may borrow up to the maximum only one time.
2. PROMISSORY NOTE: I will repay any advances made according to this line of
credit agreement as set out in the promissory note, I signed on NOVEMBER 25,
1999, ------------
- ----
or any note(s) I sign at a later time which represent advances under this
agreement. The note(s) set(s) out the terms relating to maturity, interest rate,
repayment and advances. If indicated on the promissory note, the advances will
be made as follows: UPON BORROWER'S REQUEST AND GEORGIA FIRST BANK, N.A.
----------------------------------------------------
CONCURRENCE.
- --------------------------------------------------------------------------------
________________________________________________________________________________
________________________________________________________________________________
3. RELATED DOCUMENTS: I have signed the following documents in with this line
of credit and note(s) entered into in accordance with this line of credit:
[_] security agreement dated [X] LINE OF CREDIT AGREEMENT 11/25/99
---------------------------------
[_] mortgage dated [_] _________________________________
[X] guaranty dated NOVEMBER 25, 1999 [_] _________________________________
----------------
4. REMEDIES: If I am in default on the note(s) you may:
(a) take any action as provided in the related documents;
(b) without notice to me, terminate this line of credit.
By selecting any of these remedies you do not give up your right to
later use any other remedy. By deciding not to use any remedy should I
default, you do not waive your right to later consider the event a
default, if it happens again.
5. COSTS AND FEES: If you hire an attorney to enforce this agreement I will
pay your reasonable attorney's fees, where permitted by law. I will also pay
your court costs and costs of collection, where permitted by law.
<PAGE>
6. COVENANTS: For as long as this line of credit is in effect or I owe you
money or advances made in accordance with the line of credit, I will do the
following:
a. maintain books and records of my operations relating to the need for
this line of credit;
b. permit you or any of your representatives to inspect and/or copy
these records;
c. provide to you any documentation requested by you which support the
reason for making any advance under this line of credit;
d. permit you to make any advance payable to the sell (or seller and
me) of any items being purchased with that advance.
e. THE MINIMUM DRAW AMOUNT IS $500.00. THE LINE SHALL HAVE A THIRTY
----------------------------------------------------------------
(30) DAY REST PERIOD.
--------------------
7. NOTICES: All notices or other correspondence with me should be sent to my
address stated above. The notice or correspondence shall be effective
when deposited in the mail, first class, or delivered to me in person.
8. MISCELLANEOUS: This line of credit may not be changed except by a written
agreement signed by you and me. The law of the state in which you are
located will govern this agreement. Any term of this agreement which is
contrary to applicable law will not be effective, unless the law permits
you and me to agree to such a variation.
FOR THE LENDER SIGNATURES: I AGREE TO THE TERMS OF THIS LINE
OF CREDIT. I HAVE RECEIVED A COPY ON TODAY'S
DATE.
H. RANDOLPH LEE NBG BANCORP, INC.
- ----------------------------- ---------------------------------------------
Title EVP/S00 X /s/ William S. Huggins
----------------------- ---------------------------------------------
WILLIAM S. HUGGINS, PRESIDENT
<PAGE>
GUARANTY
DULUTH , GA
------------------- ----------
(City) (State)
NOVEMBER 25, 1999
-----------------
For good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and to induce GEORGIA FIRST BANK, N.A., 3200 PEACHTREE
----------------------------------------
INDUSTRIAL BLVD., DULUTH, GA 30096 herein, with its participants, successors and
- ----------------------------------
assigns, called "Lender"), at its option, at any time or from time to time to
make loans or extend other accommodations to or for the account of NBG BANCORP,
------------
INC. (herein called "Borrower") or to engage in any other transactions with
- ----
Borrower, the Undersigned hereby absolutely and unconditionally guarantees to
Lender the full and prompt payment when due, whether at maturity or earlier by
reason of acceleration or otherwise, of the debts, liabilities and obligations
described as follows;
A. If this [X] is checked, the Undersigned guarantees to Lender the
payment and performance of the debt, liability or obligation of
Borrower to Lender evidenced by or arising out of the following:
PROMISSORY NOTE DATED 11/25/99 I/A/0 $250,150.00
------------------------------------------------
and any extensions, renewals or replacements thereof (hereinafter
referred to as the "Indebtedness").
B. If this is [_] checked, the Undersigned guarantees to Lender the
payment and performance of each and every debt, liability and
obligation of every type and description which Borrower may now or at
any time hereafter owe to Lender (whether such debt, liability or
obligation now exists or is hereafter created or incurred, and whether
it is or may be direct or indirect, due or to become due, absolute or
contingent, primary or secondary, liquidated or unliquidated, or joint,
several, or joint and several; all such debts, liabilities and
obligations being hereinafter collectively referred to as the
"Indebtedness"). Without limitation, this guaranty includes the
following described debt(s): _________________________________________.
The term "Indebtedness" as used in this guaranty shall not include any
obligations entered into between Borrower and Lender after the date
hereof (including any extensions, renewals or replacements of such
obligations) for which Borrower meets the Lender's standard of
creditworthiness based on Borrower's own assets and income without the
addition of a guaranty, or for which a guaranty is required but Borrower
chooses someone other than the joint Undersigned to guaranty the
obligation.
The Undersigned further acknowledges and agrees with Lender that:
1. No act or thing need occur to establish the liability of the
Undersigned hereunder, and no act or thing, except full payment and discharge of
all indebtedness, shall in any way exonerate the Undersigned or modify, reduce,
limit or release the liability of the Undersigned hereunder.
2. This is an absolute, unconditional and continuing guaranty of payment
of the Indebtedness and shall continue to be in force and be binding upon the
Undersigned, whether or not all Indebtedness is paid in full, until this
guaranty is revoked by written notice actually received by the Lender, and such
revocation shall not be effective as to Indebtedness existing or committed for
at the time of actual receipt of such notice by the Lender, or as to any
renewals, extensions and refinancings thereof. If there be more than one
Undersigned, such revocation shall be effective only as to the one so revoking.
The death or incompetence of the Undersigned shall not revoke this guaranty,
except upon actual receipt of written notice thereof by Lender and then only as
to the decedent or the incompetent and only prospectively, as to future
transaction, as herein set forth..
3. If the Undersigned shall be dissolved shall die, or shall be or become
insolvent (however defined) or revoke this guaranty, then the Lender shall have
the right to declare immediately due and payable, and the Undersigned will
forthwith pay to the Lender, the full amount of all Indebtedness, whether due
and payable or unmatured. If the Undersigned voluntarily commences or there is
commenced involuntarily against the Undersigned a case under the United States
Bankruptcy Code, the full amount of all Indebtedness, whether due and payable or
unmatured, shall be immediately due and payable without demand or notice
thereof.
4. The liability of the Undersigned hereunder shall be limited to a
principal amount of $ UNLIMITED (if unlimited or if no amount is stated, the
---------
Undersigned shall be liable for all Indebtedness, without any limitation as to
amount), plus accrued interest thereon and all attorneys' fees, collection costs
and enforcement expenses referable thereto. Indebtedness may be created and
continued in any amount, whether or not in excess of such principal amount,
without affecting or impairing the liability of the Undersigned hereunder. The
Lender may apply (except the Undersigned), from their properties, out of any
collateral security or from any other source to payment hereunder. If the
liability of the Undersigned is limited to a stated amount pursuant to this
paragraph 4, any
<PAGE>
payment made by the Undersigned under this guaranty shall be effective to reduce
or discharge such liability only if accompanied by a written transmittal
document, received by the Lender, advising the Lender that such payment is made
under this guaranty for such purpose.
5. The Undersigned will pay or reimburse Lender for all costs and
expenses (including reasonable attorneys' fees and legal expenses) incurred by
Lender in connection with the protection, defense or enforcement of this
guaranty in any litigation or bankruptcy or insolvency proceedings.
This guaranty includes the additional provisions on page 2, all of which
are made a part hereof.
This guaranty is [X] unsecured; [ ] secured by a mortgage or security
agreement dated _______________; [ ] secured by ______________________________.
IN WITNESS WHEREOF, this guaranty has been duly executed by the Undersigned
the day and year first above written.
X /s/ John Harold Barrett
-------------------------------
JOHN HAROLD BARRETT
X /s/ Jack Lee Barton
-------------------------------
JACK LEE BARTON
X /s/ Robert E. Burton
-------------------------------
ROBERT E. BURTON
X /s/ Michael S. Gautreaux
-------------------------------
MICHAEL S. GAUTREAUX
X /s/ Ronald Lewis Hill
-------------------------------
RONALD LEWIS HILL
X /s/ Henry D. Joiner
-------------------------------
HENRY D. JOINER
X /s/ Ted R. Ridlehuber
-------------------------------
TED R. RIDLEHUBER
X /s/ Thomas Wells Scott
-------------------------------
THOMAS WELLS SCOTT
X /s/ Tommy Edward Warner
-------------------------------
TOMMY EDWARD WARNER
X /s/ Claude Williams, Jr.
-------------------------------
CLAUDE WILLIAMS, JR.
X /s/ William S. Huggins
-------------------------------
WILLIAM S. HUGGINS
X /s/ Thomas Z. Lanier
-------------------------------
THOMAS Z. LANIER
X /s/ Michael R. Carson
-------------------------------
MICHAEL R. CARSON
<PAGE>
ADDITIONAL PROVISONS
6. Whether or not any existing relationship between the Undersigned and
Borrower has been changed or ended and whether or not this guaranty has been
revoked, Lender may, but shall not be obligated to, enter into transactions
resulting in the creation or continuance of Indebtedness, without any consent or
approval by the Undersigned and without any notice to the Undersigned. The
liability of the Undersigned shall not be affected or impaired by any of the
following acts or things (which Lender is expressly authorized to do, omit or
suffer from time to time , both before and after revocation of this guaranty,
without notice to or approval by the Undersigned): (i) any acceptance of
collateral security , guarantors, accommodation parties or sureties for any or
all Indebtedness; (ii) any one or more extensions or renewals of Indebtedness
(whether or not for longer than the original period) or any modification of the
interest rates, maturities or other contractual terms applicable to any
Indebtedness; (iii) any waiver, adjustment, forbearance, compromise or
indulgence granted to Borrower, any delay or lack of diligence in the
enforcement of Indebtedness, or any failure to institute proceedings, file a
claim, give any required notices or otherwise protect any Indebtedness; (iv) any
full or partial release of, settlement with, or agreement not to sue, evidence
of Indebtedness or the acceptance of any instrument in renewal thereof or
substitution therefor; (vi) any failure to obtain collateral security (including
rights of setoff) for Indebtedness, or to see to the proper or sufficient
creation and perfection thereof, or to establish the priority thereof, or to
protect, insure, or enforce any collateral security; or any release,,
modification, substitution, discharge, impairment, deterioration, waste, or loss
of any collateral security; (vii) any foreclosure or enforcement of any
collateral security; (viii) any transfer of any Indebtedness or any evidence
thereof; (ix) any order of application of any payments or credits upon
Indebtedness; (x) any election by the Lender under (S) 1111(b)(2) of the United
States Bankruptcy Code.
7. The Undersigned waives any an all defenses, claims and discharges of
Borrower, or any other obligor, pertaining to Indebtedness, except the defense
of discharge by payment in full. Without limiting the generality of the
foregoing, the Undersigned will not assert, plead or enforce against Lender any
defense of waiver, release, statute of limitations, res judicata, statute of
frauds, fraud, incapacity, minority, usury, illegality or unenforceability which
may be available to Borrower or any other person liable in respect of any
Indebtedness, or any setoff available against Lender to Borrower or any such
other person, whether or not on account of a related transaction. The
Undersigned expressly agrees that the Undersigned shall be and remain liable, to
the fullest extent permitted by applicable law, for any deficiency remaining
after foreclosure of any mortgage or security interest securing Indebtedness,
whether or not the liability of Borrower or any other obligor for such
deficiency is discharged pursuant to statute or judicial decision. The
undersigned shall remain obligated, to the fullest extent permitted by law, to
pay such amounts as though the Borrower's obligations had not been discharged.
8. The Undersigned further agrees that the Undersigned shall be and remain
obligated to pay Indebtedness even though any other person obligated to pay
Indebtedness, including Borrower, has such obligation discharged in bankruptcy
or otherwise discharged by law. "Indebtedness" shall include post-bankruptcy
petition interest and attorneys' fees and any other amounts which Borrower is
discharged from paying or which do not otherwise accrue to Indebtedness due to
Borrower's discharge, and the Undersigned shall remain obligated to pay such
amounts as though Borrower's obligations had not been discharged.
9. If any payment applied by Lender to Indebtedness is thereafter set aside,
recovered, rescinded or require to re returned for any reason (including,
without limitation, the bankruptcy, insolvency or reorganization of Borrower or
any other obligor), the Indebtedness to which such payment was applied shall for
the purposes of this guaranty be deemed to have continued in existence,
notwithstanding such application, and this guaranty shall be enforceable as to
such Indebtedness as fully as if such application had never been made.
10. The Undersigned waives any claim, remedy or other right which the
Undersigned may now have or hereafter acquire against Borrower or any other
person obligated to pay Indebtedness arising out of the creating or performance
of the Undersigned's obligation under this guaranty, including, without
limitation, any right of subrogation, contribution, reimbursement,
indemnification, exoneration, and any right to participate in any claim or
remedy the Undersigned may have against the Borrower, collateral, or other party
obligated for Borrower's debts, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law.
<PAGE>
11. The Undersigned waives presentment, demand for payment, notice of dishonor
or nonpayment, and protest of any instrument evidencing Indebtedness. Lender
shall not be required first to resort for payment of the Indebtedness to
Borrower or other persons or their properties, or first to enforce, realize upon
or exhaust any collateral security for Indebtedness, enforcing this
guaranty.
12. The liability of the Undersigned under this guaranty is in addition to and
shall be cumulative with all other liabilities of the Undersigned to Lender as
guarantor or otherwise, without any limitation as to amount, unless the
instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.
13. This guaranty shall be enforceable against each person signing this
guaranty, even if only one person signs and regardless of any failure of other
persons to sign this guaranty. If there be more than one signer, all agreements
and promises herein shall be construed to be, and are hereby declared to be,
joint and several in each of every particular and shall be fully binding upon
and enforceable against either, any or all the Undersigned. This guaranty shall
be effective upon delivery to Lender, without further act, condition or
acceptance by Lender, without further act, condition or acceptance by Lender,
shall be binding upon the Undersigned and the heirs, representatives, successors
and assigns of the Undersigned and shall be inure to the benefit of Lender and
its participants, successors and assigns. Any invalidity or unenforceability of
any provision or application of this guaranty shall not affect other lawful
provisions and application hereof, and to this end the provisions of this
guaranty are declared to be severable. Except as authorized by the terms
herein, this guaranty may not be waived, modified, amended, terminated, released
or otherwise changed except by a writing signed by the Undersigned and Lender.
This guaranty shall be governed by the laws o the State in which it is executed.
The Undersigned waives notice of Lender's acceptance hereof.
<PAGE>
EXHIBIT 23.1
CONSENT OF MAULDIN & JENKINS, LLC
CONSENT OF INDEPENDENT AUDITOR
We have issued our report, dated September 8, 1999, accompanying the financial
statements as of and for the period ended August 31, 1999 contained in the
Registration Statement on Form SB-2 of NBG Bancorp, Inc. (the "Registration
Statement") and the Prospectus constituting a part thereof (the "Prospectus").
We consent to the use of the aforementioned report in the Registration Statement
and Prospectus, and to the use of our name as it appears under the caption
"Experts."
/s/ MAULDIN & JENKINS, LLC
December 1, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> AUG-31-1999
<PERIOD-START> JUN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 4,191
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 0
<ALLOWANCE> 0
<TOTAL-ASSETS> 13,114
<DEPOSITS> 0
<SHORT-TERM> 28,000
<LIABILITIES-OTHER> 73,291
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> (88,177)
<TOTAL-LIABILITIES-AND-EQUITY> 13,114
<INTEREST-LOAN> 0
<INTEREST-INVEST> 0
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 0
<INTEREST-DEPOSIT> 0
<INTEREST-EXPENSE> 315
<INTEREST-INCOME-NET> (315)
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 87,862
<INCOME-PRETAX> (88,177)
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (88,177)
<EPS-BASIC> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 0
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 0
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 0
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
