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As filed with the Securities and Exchange Commission on August 18, 1997
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA
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(Exact name of Registrant as specified in its charter)
GEORGIA 58-1458268
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 NORTH MAIN STREET, STATESBORO, GEORGIA 30458
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(Address of principal executive offices and zip code)
FIRST BANKING COMPANY OF SOUTHEAST GEORGIA 1997 STOCK OPTION PLAN
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(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
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(Name and address of agent for service)
(404) 572-6600
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(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_________________
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
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<CAPTION>
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TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, 41,000 $22.25 (2) $912,250 (3) $277.00
$1.00 par value shares (1)
</TABLE>
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(1) Representing shares to be issued and sold by the Registrant under the First
Banking Company of Southeast Georgia 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 August 13, 1997.
(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.
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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.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by First Banking Company of Southeast
Georgia ("First Banking") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference herein:
(1) First Banking's annual report on Form 10-K for the fiscal year
ended December 31, 1996;
(2) First Banking's quarterly report on Form 10-Q for the quarter
ended March 31, 1997;
(3) First Banking's quarterly report on Form 10-Q for the quarter
ended June 30, 1997; and
(4) The description of First Banking Common Stock set forth in
First Banking's Registration Statement 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 First Banking 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.
First Banking 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 Dwayne E. Rocker, Secretary and Treasurer, First Banking Company of
Southeast Georgia, 40 North Main Street, Statesboro, Georgia 30458 (telephone
912-764-6611).
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.
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The Registrant's Bylaws provide that directors, officers, employees and
agents of the Registrant shall be indemnified by the Registrant against expenses
and liabilities incurred in connection with or resulting from threatened,
pending or completed actions, whether civil, criminal, administrative or
investigative, in which said person became involved by reason of having been a
director, officer, employee or agent of the Registrant; provided that such
person acted in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Registrant and in addition, with respect to any
criminal action or proceeding, did not have a reasonable cause to believe that
his or her conduct was unlawful. Any person who has been wholly successful on
the merits of or otherwise with respect to any claim, action, suit or proceeding
described above shall be entitled to indemnification against expenses actually
and reasonably incurred by him or her in connection therewith without any
further action or approval by the Board of Directors. In any other situation,
indemnification shall be made at the discretion of the Registrant, but only if
the Board of Directors, acting by a majority vote of a quorum consisting of
directors who are not parties to the claim, find that the person has met the
standard of conduct described above. If no such quorum of the Board exists or if
a quorum of directors who are not parties to the claim so direct, independent
legal counsel may render an opinion as to whether the standards have been met.
Alternatively, the holders of a majority of the stock entitled to vote on the
matter may determine by affirmative vote that such director or officer has met
the standards. However, notwithstanding the foregoing, no officer or director
who has been determined to be liable for negligence or misconduct in the
performance of his duties to the Registrant shall be indemnified unless and
except to the extent that the court in which such action or suit was brought
shall determine that, despite the adjudication of liability and in view of all
the circumstances, such person is fairly and reasonably entitled to be
indemnified for such expenses as the court shall deem proper.
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:
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<CAPTION>
Exhibit
No. Description
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<S> <C>
5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to the securities being registered.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
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<TABLE>
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24 Power of Attorney (see signature pages to this Registration Statement).
</TABLE>
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
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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.
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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 Statesboro, State of Georgia, on August 14, 1997.
FIRST BANKING COMPANY OF
SOUTHEAST GEORGIA
By: /s/ James Eli Hodges
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James Eli Hodges
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James Eli Hodges and Dwayne E. Rocker,
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 August 14, 1997.
SIGNATURE TITLE
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/s/ James Eli Hodges President and Director
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James Eli Hodges
/s/ E. Raybon Anderson Director
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E. Raybon Anderson
/s/ A.M. Braswell, Jr. Director
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A.M. Braswell, Jr.
/s/ W.A. Crider, Jr. Director
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W.A. Crider, Jr.
/s/ C. Arthur Howard Director
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C. Arthur Howard
/s/ Lanier A. Hunnicutt Director
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Lanier A. Hunnicutt
/s/ Joe P. Johnston Director
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Joe P. Johnston
/s/ Julian C. Lane, Jr. Vice President and Director
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Julian C. Lane, Jr.
/s/ Harry S. Mathews Director
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Harry S. Mathews
/s/ Dan J. Parrish, Jr. Director
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Dan J. Parrish, Jr.
/s/ Charles M. Robbins, Jr. Director
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Charles M. Robbins, Jr.
/s/ Larry D. Weddle Director
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Larry D. Weddle
/s/ Alvin Williams Director
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Alvin Williams
/s/ John M. Wilson, Jr. Vice President and Director
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John M. Wilson, Jr.
/s/ Dwayne E. Rocker Secretary and Treasurer
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Dwayne E. Rocker
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
No. -----------
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to the
securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (see signature pages to this Registration Statement).
</TABLE>
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EXHIBIT 5.1
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 Peachtree Street N.E.
Suite 1600
Atlanta, Georgia 30303
(404) 572-6600
August 15, 1997
First Banking Company of Southeast Georgia
40 North Main Street
Statesboro, Georgia 30458
Re: Registration Statement on Form S-8
First Banking Company of Southeast Georgia 1997 Stock Option Plan
Ladies and Gentlemen:
We have served as counsel for First Banking Company of Southeast
Georgia, 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 41,000 shares (the "Shares") of common stock, $1.00 par value, of
the Company, to be offered and sold by the Company pursuant to the First Banking
Company of Southeast Georgia 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.
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First Banking Company of Southeast Georgia
August 15, 1997
Page 2
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
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
First Banking Company of Southeast Georgia on Form S-8 of our report dated
January 24, 1997, appearing in the Annual Report on Form 10-K of First Banking
Company of Southeast Georgia for the year ended December 31,1996.
DELOITTE & TOUCHE LLP
Atlanta, Georgia
August 12, 1997
