As filed with the Securities and Exchange Commission on April 27, 2000
Registration No. 333-18557
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to
FORM S-8/A
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.
Amended and Restated
1996 Director Stock Purchase Plan
_______________________________________________________
(Full Title of the Plan)
Copies To:
J. Kimbrough Davis Michael V. Mitrione, Esq.
Executive Vice President and Gunster, Yoakley, Valdes-Fauli & Stewart, P.A.
Chief Financial Officer 777 S. Flagler Drive
217 N. Monroe Street Suite 500 - East Tower
Tallahassee, Florida 32301 West Palm Beach, Florida 33401
(850) 671-0610
________________________
(Name, Address and Telephone
Number of Agent for Service)
EXPLANATORY STATEMENT
Capital City Bank Group, Inc. hereby amends its registration on
Form S-8 (Registration No. 33-18557) by filing this
Post-Effective Amendment No. 1 thereto to reflect the amendment
and restatement of its 1996 Director Stock Purchase Plan. The
amended and restated plan is filed herewith as Exhibit 10.1.
<PAGE>
Item 8. Exhibits.
10.1 Amended and Restated 1996 Director Stock Purchase Plan
adopted February 24, 2000
<PAGE>
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 Post-Effective Amendment to this Registration
Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Tallahassee, State of Florida, on
this 25th of April, 2000.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
William G. Smith, Jr., President,
Chief Executive Officer and Director
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to Registration Statement on Form S-8
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 April 25, 2000
DuBose Ausley
/s/ Thomas A. Barron Director April 25, 2000
Thomas A. Barron
/s/ Cader B. Cox, III Director April 25, 2000
Cader B. Cox, III
/s/ John K. Humphress Director April 25, 2000
John K. Humphress
/s/ Lina S. Knox Director April 25, 2000
Lina S. Knox
/s/ John Lewis Director April 25, 2000
John Lewis
/s/ William G. Smith, Jr. Director April 25, 2000
William G. Smith, Jr.
/s/ John B. Wight, Jr. Director April 25, 2000
John B. Wight, Jr.
<PAGE>
EXHIBIT INDEX
Exhibit Number Description of Exhibit
10.1 Amended and Restated 1996 Director Stock Purchase
Plan adopted on February 24, 2000
CAPITAL CITY BANK GROUP, INC.
AMENDED AND RESTATED
1996 DIRECTOR STOCK PURCHASE PLAN
1. Purpose. The purpose of the Amended and Restated 1996
Director Stock Purchase Plan (the "Plan") is to provide certain
members of the Board of Directors (the "Eligible Directors") of
Capital City Bank Group, Inc. (the "Company") and its
Subsidiaries with the ability to apply all or a portion of their
annual retainer and monthly fees received from serving as
directors to the purchase of shares of Common Stock at a ten
percent (10%) discount from fair market value. A further purpose
of the Plan is to advance the interests of the Company and its
stockholders by encouraging increased Common Stock ownership by
the Eligible Directors, thereby promoting long-term shareholder
value by strengthening their commitment to the welfare of the
Company and promoting an identity of interest between
stockholders and Eligible Directors.
2. Definitions. The following definitions shall be applicable
throughout the Plan.
(1) "Board" shall mean the Board of Directors of the Company.
(2) "Common Stock" shall mean the Common Stock of the Company,
one penny ($0.01) par value per share.
(3) "Company" shall mean Capital City Bank Group, Inc., a
Florida corporation.
(4) "Director Fees" shall mean annual retainers, monthly fees or
committee meeting fees for serving as directors of the Company
or its Subsidiaries.
(5) "Eligible Directors" shall mean members of the Board of
Directors of the Company (including community and advisory
directors) and its Subsidiaries who receive Director Fees.
(6) "Option A Eligibility Date" shall mean January 1 of each
year, commencing January 1, 2000.
(7) "Option A Fair Market Value" shall mean the average of (i)
the high and low prices of the shares of Common Stock on the
principal national securities exchange on which the Common Stock
is traded for the ten (10) trading days immediately preceding
each Eligibility Date, if the Common Stock is then traded on a
national securities exchange; or (ii) the last reported sale
prices of the shares of Common Stock on the Nasdaq National
Market for the ten (10) trading days immediately preceding the
Eligibility Date, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid prices
last quoted by an established quotation service for over-the-
counter securities for the ten (10) trading days immediately
preceding the Eligibility Date, if the Common Stock is not
reported on the Nasdaq National Market. In the event there is no
trading in the shares of Common Stock, "Option A Fair Market
Value" shall be deemed to be the fair value of the Common Stock
as determined by the Board after taking into consideration all
factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in
private transactions negotiated at arm's length.
(8) "Option A Purchase Period" shall mean the fifteen day period
beginning with the Option A Eligibility Date each year in which
an Eligible Director may make an election indicating the dollar
amount of his or her annual retainer and fees received from
serving as a director in the preceding year which he or she would
like to be applied to the purchase of shares of Common Stock;
provided, however, that if the Option A Purchase Period shall end
on a Saturday, Sunday or legal holiday, the Option A Purchase
Period shall extend to 5:00 p.m. of the next business day.
(9) "Option B Eligibility Date" shall mean December 1 of each
year, commencing December 1, 2000; provided, however, for year
2000 the Option B Eligibility Date shall be January 1, 2000.
(10) "Option B Fair Market Value" shall mean (i) the closing
price of the Common Stock on the principal national securities
exchange on which the Common Stock is traded, if the common stock
is then traded on a national securities exchange; or (ii) the
closing price of the shares of Common Stock on the Nasdaq
National Market, if the Common Stock is not then traded on a
national securities exchange; or (iii) the closing bid price last
quoted by an established quotation service for over-the-counter
securities, if the Common Stock is not reported on the Nasdaq
National Market. In the event that there is no trading in the
shares of Common Stock, "Option B Fair Market Value" shall be
deemed to be the fair value of the Common Stock as determined by
the Board after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and
offer prices of the Common Stock in private transactions
negotiated at arm's length.
(11) "Option B Purchase Period" shall mean the thirty-one day
period beginning with the Option B Eligibility Date each year in
which an Eligible Director may make an election indicating the
percentage of his or her annual retainer and fees to be received
from serving as a director in the upcoming year which he or she
would like to be applied to the purchase of shares of Common
Stock; provided, however, that for year 2000 the Option B
Purchase Period shall mean at any time on or before September 30,
2000; and provided further that, if the Option B Purchase Period
shall end on a Saturday, Sunday or legal holiday, the Option B
Purchase Period shall extend to 5:00 p.m. of the next business
day.
(12) "Plan" shall mean the Amended and Restated 1996 Director
Stock Purchase Plan of Capital City Bank Group, Inc.
(13) "Stock" shall mean the Common Stock or such other authorized
shares of stock of the Company as the Board may from time to time
authorize for use under the Plan.
(14) "Subsidiary" shall mean any corporation which is a
"subsidiary corporation" of the Company within the meaning of
Section 424(f) of the Internal Revenue Code of 1986, as amended.
3. Effective Date and Duration. The Plan and any amendments
hereto shall become effective on the date of approval by the
Board (except that the amendments adopted by the Board on
February 24, 2000 shall be effective as of January 1, 2000) (the
"Effective Date"), and shall terminate upon adoption of a
resolution of the Board terminating the Plan.
4. Administration. The Board shall administer the Plan. The
Board shall have the authority, subject to the provisions of the
Plan, to establish, adopt, or revise such rules and regulations
and to make all such determinations relating to the Plan as it
may deem necessary or advisable for the administration of the
Plan. The Board's interpretation of the Plan and all decisions
and determinations by the Board with respect to the Plan shall be
final, binding, and conclusive on all parties unless otherwise
determined by the Board.
5. Common Stock Subject to the Plan.
(a) The aggregate number of shares of Common Stock
which shall be made available for sale under the Plan shall not
exceed one hundred fifty thousand (150,000) (consisting of the
50,000 shares included upon commencement of the Plan in 1996, as
adjusted for subsequent stock splits). However, the aggregate
number of shares of Common Stock available under the Plan shall
be subject to appropriate adjustment in the case of any
extraordinary dividend or other distribution, recapitalization,
forward or reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange,
or other similar corporate transaction or event affecting the
Common Stock.
(b) Common Stock to be issued to an Eligible Director
under the Plan will be registered in the record or beneficial
name of the Eligible Director or in the record or beneficial name
of the Eligible Director and his or her spouse.
6. Eligibility. Each person who is an Eligible Director on any
Option A Eligibility Date or any Option B Eligibility Date shall
be eligible to participate in the Plan.
7. Option A Purchase of Common Stock Pursuant to the Plan.
(1) Manner of Election. At any time during the Option A Purchase
Period an Eligible Director may elect to have all or a portion of
his or her Director Fees earned in the preceding calendar year
applied to the purchase of shares of Common Stock. Election must
be made by written notice to the Chief Financial Officer of the
Company or such other person as designated from time to time by
the Board and must be accompanied by a check payable to the order
of the Company in the amount of such election.
(2) Purchase Price. The purchase price per share of Common
Stock purchased under Option A pursuant to this Item 7 of the
Plan shall be ninety percent (90%) of Option A Fair Market Value.
(3) When Stock Shall Be Issued to Eligible Directors. As soon
as practicable after each Option A Purchase Period, shares of
Common Stock purchased under the Plan shall be issued to the
purchasing Eligible Director.
8. Option B Purchase of Common Stock Pursuant to the Plan.
(1) Manner of Election. At any time during the Option B
Purchase Period an Eligible Director may elect to have all, one-
half or none of his or her Director Fees to be earned in the
upcoming calendar year applied to the purchase of shares of
Common Stock. Election must be made by written notice to the
Chief Financial Officer of the Company or such other person as
designated from time to time by the Board.
(2) Purchase Price. The purchase price per share of Common
Stock purchased under Option B pursuant to this Item 8 of the
Plan shall be ninety percent (90%) of the Option B Fair Market
Value as determined on the last stock trading day of the month in
which each Board or committee meeting occurred.
(3) When Stock Shall Be Issued to Eligible Directors. Shares
purchased under Option B pursuant to this Item 8 of the Plan
shall be issued to the purchasing Eligible Director at such
intervals as determined by the Board from time to time.
9. General.
(1) Additional Provisions. The purchase of any shares of Common
Stock under the Plan may also be subject to such other provisions
(whether or not applicable to purchases made by any other
Director) as the Board determines appropriate including, without
limitation, provisions to comply with Federal and state
securities laws and Federal and state income tax withholding
requirements.
(2) Government and Other Regulations. The obligations of the
Company shall be subject to all applicable laws, rules and
regulations, and to such approvals by governmental agencies as
may be required.
(3) Tax Withholding. Notwithstanding any other provision of the
Plan, a Director receiving Common Stock purchased under the Plan
may be required to pay to the Company or a Subsidiary, as
appropriate, prior to delivery of such Common Stock, the amount
of any such taxes which the Company or Subsidiary is required to
withhold, if any, with respect to such Common Stock. Subject in
particular cases to the disapproval of the Board, the Company may
accept shares of Common Stock of equivalent Option A Fair Market
Value or Option B Fair Market Value in payment of such
withholding tax obligations if the Director elects to make
payment in such manner at the time of election.
(4) Employment Director Rights. Neither this Plan nor any
action taken hereunder shall be construed as giving any Eligible
Director any right to be retained in the employ or as a director
of the Company or a Subsidiary.
(5) No Liability of Board Members. No member of the Board shall
be personally liable by reason of any contract or other
instrument executed by such member or on his behalf in his
capacity as a member of the Board nor for any mistake of judgment
made in good faith, and the Company shall indemnify and hold
harmless each member of the Board and each other employee,
officer or director of the Company to whom any duty or power
relating to the administration or interpretation of the Plan may
be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement
of a claim) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own
fraud or bad faith; provided, however, that approval of the Board
shall be required for the payment of any amount in settlement of
a claim against any such person. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or By-Laws, as a matter of
law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.
(6) Governing Law. The Plan will be administered in
accordance with Federal laws, or in the absence thereof, the
laws of the State of Florida.
(7) Nontransferability. A person's rights and interest
under the Plan may not be sold, assigned, donated or
transferred or otherwise disposed of, mortgaged, pledged or
encumbered.
(8) Reliance on Reports. Each member of the Board shall be
fully justified in relying, acting or failing to act, and
shall not be liable for having so relied, acted or failed to
act in good faith, upon any report of the type contemplated
by Florida Statute 607.0830(2) as currently in effect and
upon any other information furnished in connection with the
Plan by any person or persons other than himself.
(9) Expenses. The expenses of administering the Plan shall
be borne by the Company and its Subsidiaries.
(10) Pronouns. Masculine pronouns and other words of
masculine gender shall refer to both men and women.
(11) Titles and Headings. The titles and headings of the
sections in the Plan are for convenience of reference only,
and in the event of any conflict, the text of the Plan,
rather than such titles or headings shall control.
10. Nonexclusivity of the Plan. The adoption of this Plan
by the Board shall not be construed as creating any
limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, and such
arrangements may be either applicable generally or only in
specific cases.
11. Amendments and Termination. The Board may at any time
terminate the Plan. The Board may, at any time, or from
time to time, amend or suspend and, if suspended, reinstate,
the Plan in whole or in part.
* * *
As adopted by the Board of Directors of
Capital City Bank Group, Inc. as of
February 23, 1996 and as amended
as of December 20, 1996 and as of
February 24, 2000 (which latter amendment
is effective retroactive to January 1, 2000).
