As filed with the Securities and Exchange Commission on June 8, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement Under the Securities Act of 1933
Capital City Bank Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
State of Florida 59-2273542
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
217 N. Monroe Street, Tallahassee, Florida 32301
(Address of Principal Executive Offices) (Zip Code)
Capital City Bank Group, Inc.
1995 Associate Stock Purchase Plan
(Full Title of the Plan)
Copies To:
J. Kimbrough Davis, Jeffrey A. Stoops, Esq.
Senior Vice President and Gunster, Yoakley, Valdes-Fauli
Chief Financial Officer & Stewart, P.A.
217 N. Monroe Street 777 S. Flagler Drive
Tallahassee, Florida 32301 Suite 500-East Tower
(904) 671-0610 West Palm Beach, Florida 33401
(Name, Address and Telephone
Number of Agent for Service)
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 line: X
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share (2) Price Fee
Common Stock 150,000 shares $31.00 $4,650,000 $1,603.45
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Capital City Bank Group, Inc. Associate Stock Purchase Plan as the
result of a stock split, stock dividend or similar adjustment of the
outstanding common stock of Capital City Bank Group, Inc. pursuant to 17
C.F.R. 230.416(a).
(2) Calculated pursuant to Rule 457(h), based on the last available sales
price data for the common stock available to management of the Registrant, in
accordance with Rule 457(h) and (c).
Page 1 of 8 pages contained in the sequential numbering system. The Exhibit
Index may be found on Page 5 of the sequential numbering system.
This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R.
230.462.
<PAGE>
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 150,000 shares of
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the
"Company" or the "Registrant") reserved for issuance and delivery under the
Capital City Bank Group, Inc. 1995 Associate Stock Purchase Plan (the "Plan").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is contained in the Prospectus
meeting the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
Information Not Required in the Prospectus
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K (Commission File No. 0-13358)
for the fiscal year ended December 31, 1994, which includes the consolidated
statements of financial condition of the Company at December 31, 1994 and
1993, and the related consolidated statements of income, consolidated and
parent company statements of shareholders' equity and consolidated statements
of cash flows for each of the years in the three-year period ended
December 31, 1994, together with the related notes and report of independent
certified public accountants filed with the Commission on March 29, 1995, as
amended on April 5, 1995.
(b) The description of the Common Stock contained on Page 2 of the Company's
Registration Statement on Form S-14 filed with the Commission on August 26, 1983
(Commission File No. 2-86158).
(c) All documents filed by the Company pursuant to Sections 13(a) and (c), 14
or 15(d) of the Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the Registration Statement and to
be a part thereof from the date of filing of such document. Any statement
contained in this Registration Statement, or in a document incorporated or
deemed to be incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None. Neither the named experts or counsel referenced below have an interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act (the "Act") provides
that a corporation may indemnify a director or officer of the corporation and
purchase and maintain liability insurance for those persons as, and to the
extent, permitted by Section 607.0850 of the Act.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of James D.A. Holley & Co.
23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in
Exhibit 5.1).
Item 9. Undertakings.
The undersigned hereby undertakes:
(1)(a) 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 of 1933;
(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;
(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 (1)(a)(i) and (1)(a)(ii) do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(2) 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
Plan.
(3) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(4) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
<PAGE>
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Tallahassee, State of Florida, on the 8th day of
June, 1995.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
William G. Smith, Jr., President and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
/s/ Dubose Ausley Chairman of the Board June 8, 1995
Dubose Ausley
/s/ Thomas A. Barron Director June 8, 1995
Thomas A. Barron
/s/ Cader B. Cox, III Director June 8, 1995
Cader B. Cox, III
/s/ John K. Humphress Director June 8, 1995
John K. Humphress
/s/ Payne H. Midyette Director June 8, 1995
Payne H. Midyette, Jr.
/s/ Godfrey Smith Director June 8, 1995
Godfrey Smith
/s/ William G. Smith, Jr. Director June 8, 1995
William G. Smith, Jr.
<PAGE>
EXHIBIT INDEX
Page Number in
Sequentially Numbered
Exhibit Number Copy
5.1 Opinion of Gunster, Yoakley, Valdes- 6
Fauli & Stewart, P.A. regarding the
legality of the securities
being offered hereby
23.1 Consent of Arthur Andersen LLP 7
23.2 Consent of James D.A. Holley & Co. 8
23.3 Consent of Gunster, Yoakley, Valdes- 6
Fauli & Stewart, P.A. (contained
in Exhibit 5.1)
EXHIBIT 5.1
June 8, 1995
Board of Directors
Capital City Bank Group, Inc.
217 N. Monroe Street
Tallahassee, FL 32301
Re: Capital City Bank Group, Inc.
1995 Associate Stock Purchase Plan -
Registration Statement on Form S-8,
150,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as legal counsel for Capital City Bank Group, Inc.
(the "Company"), a corporation organized under the laws of the
State of Florida, with respect to the Company's Form S-8
Registration Statement (the "Registration Statement") to be filed
by the Company with the Securities and Exchange Commission on or
about June 8, 1995 in connection with the registration under the
Securities Act of 1933, as amended, by the Company of an
aggregate of up to 150,000 shares of Common Stock, par value
$.01 per share (the "Common Stock"), issuable upon issuance
of stock under the Capital City Bank Group, Inc. 1995
Associate Stock Purchase Plan, effective as of
March 20, 1995 (the "Plan").
As legal counsel for the Company, we have examined the corporate
proceedings relating to the Plan and such other legal matters as
we deemed appropriate for the purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us
as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and
the authenticity of the originals of such copies. We have
assumed that all signatories were and are legally competent to
execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon,
and subject to the qualifications hereinafter expressed, we are
of the opinion that the shares of Common Stock to be issued under
the Plan have been duly and validly authorized for issuance and,
when issued in accordance with the terms of the Plan, will be
validly issued, fully paid, and nonassessable.
We are members of the Bar of the State of Florida and do not
herein express any opinion as to matters governed by the laws of
any jurisdiction other than the internal laws of the State of
Florida (without reference to the choice-of-law or
conflict-of-law provisions, principles or decisions under Florida
law, or under any other state, federal or foreign law); and we
have assumed compliance with all other laws, including, without
limitation, Federal, foreign and other states' laws.
Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date
hereof. By rendering our opinion letter, we do not undertake to
advise you of any changes in such laws or facts which may occur
or come to our attention after the date hereof.
We hereby consent to the inclusion of this opinion letter as part
of the Registration Statement. The foregoing opinions are
furnished to you at your request, are solely for your benefit and
may not be relied upon by any other party without the prior
written consent of a shareholder of this law firm.
Very truly yours,
/s/ Gunster, Yoakley, Valdes-Fauli
& Stewart, P.A.
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.
JAS/AJM
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to
the incorporation by reference in this registration statement of
our report dated January 27, 1995 incorporated by reference in
Capital City Bank Group, Inc.'s Form 10-K for the year ended
December 31, 1994 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
June 2, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Capital City Bank Group, Inc. on Form S-8 of our
report dated February 4, 1994, on our audits of the consolidated
statements of condition of Capital City Bank Group, Inc. and
subsidiaries, as of December 31, 1993, and the related
consolidated statements of income, consolidated and parent
company statements of shareholders' equity and consolidated
statements of cash flows for each of the
years in the two-year period ended December 31, 1993.
/s/ James D. A. Holley & Co.
JAMES D.A. HOLLEY & CO.
June 8, 1995
