As filed with the Securities and Exchange Commission on
February 10, 1997
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BUTTON GWINNETT FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
Georgia 58-1766331
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2230 Scenic Highway, Snellville, Georgia 30278
(Address of principal executive offices and zip code)
Button Gwinnett Financial Corp.
1993 Stock Incentive Plan
(Full Title of the Plan)
Kathryn L. Knudson, Esq.
Powell, Goldstein, Frazer & Murphy LLP
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
(Name and address of agent for service)
(404) 572-6600
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common
Stock, $0.01 250,000 $14.52 (2) $3,630,000 (3) $1,100
par value shares(1)
<FN>
<F1>
(1) Representing shares to be issued and sold by the Registrant
upon the exercise of options granted or to be granted under the
Button Gwinnett Financial Corporation 1993 Stock Incentive 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.
<F2>
(2) The book value of the Registrant's Common Stock as of
December 31, 1996.
<F3>
(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.
</FN>
</TABLE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I
of the Instructions to the Registration Statement on Form S-8
will be sent or given to employees of the Registrant as required
by Rule 428(b)(1) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated herein
by reference:
The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1995 (File No. 0-24008);
The Registrant's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1996 (File No. 0-24008);
(3) The Registrant's Quarterly Report on Form 10-QSB, for
the quarter ended June 30, 1996 (File No. 0-24008); and
(4) The Registrant's Quarterly Report on Form 10-QSB for
the quarter ended September 30, 1996 (File No. 0-24008).
All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") prior to the filing of a post-
effective amendment that indicates that all securities offered
hereby have been sold or that deregisters all such securities
then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
The Registrant's Bylaws provide that directors, and officers
of the Registrant be indemnified by the Registrant against all
actual and reasonable expenses and liabilities reasonably
incurred in connection with service for or on behalf of the
Registrant to the extent that such person has been successful on
the merits or otherwise. The Registrant may indemnify directors
and officers if he or she acted in good faith or in a manner that
he or she believed in good faith to be in or not opposed to the
best interest of the corporation; provided that directors and
officers will not be entitled to indemnification if he or she is
adjudged liable to the corporation, or in connection with any
other proceeding in which he or she was adjudged liable on the
basis that personal benefit was improperly received by such
person.
The Registrant's Restated and Amended Articles of
Incorporation provide that directors of the Registrant will not
be personally liable for monetary damages to the Registrant or
its shareholders for breaches of their fiduciary duty as
directors, except for (i) any appropriation, in violation of a
director's duties, of any business opportunity of the Registrant;
(ii) any acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) the
types of liability set forth on Section 14-2-832, or any
successor section thereto, of the Official Code of Georgia
Annotated (pertaining to unlawful distributions); or (iv) any
transaction from which a director derives an improper material
tangible personal benefit.
Subject to certain conditions set forth in the Plan,
directors and committee members administering the Plan shall not
be liable for any action or determination made in good faith by
the Board of Directors or the Committee with respect to the Plan
or any incentive award issued thereunder. Indemnification will
be available to directors except for those proceedings where the
director is judged to be liable to the corporation or on the
basis that personal benefit was improperly received.
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-B:
Exhibit
No. Description
4(a) Restated and Amended Articles of Incorporation of
the Registrant (incorporated herein by reference to
Exhibit 3.1 to the Registrant's Form 10-KSB for
the fiscal year ended December 31, 1993 previously
filed with the Securities and Exchange Commission
(File No. 33-51246).
4(b) Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Form
10-KSB for the fiscal year ended December 31, 1993,
previously filed with the Securities and Exchange
Commission) (File No. 33-51246).
5 Opinion of Counsel, Powell, Goldstein, Frazer &
Murphy, with respect to the securities being
registered.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Mauldin & Jenkins, independent auditors.
24. Power of Attorney (see signature pages to this
Registration Statement).
Item 9. 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;
(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
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 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.
(h) Insofar as indemnification for liabilities arising
under the Securities 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 Commission such
indemnification is against public policy as expressed in the
Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Lawrenceville, State of Georgia, on this the 10th day of
February, 1997.
BUTTON GWINNETT FINANCIAL CORPORATION
By:
Glenn S. White
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Glenn S.
White and Andrew R. Pourchier as his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for the person and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each of said attorneys-in-fact
and agents, full power and authority to do and perform each and
every act and thing required or necessary to be done in and about
the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all
that each of said attorneys-in-fact and agents, or their
substitutes, could lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below on February 10, 1997
by the following persons in the capacities indicated.
Director
David R. Bowen
Director
Robert A. Bradshaw
Director
James F. Brannan, Jr.
/s/ James R. Brown Director
James R. Brown
/s/ W. Emmett Clower Director
W. Emmett Clower
Director
Jean A. Coppage
Director
Edwin F. Forrest
/s/ David G. Hanna Director
David G. Hanna
/s/ J. Richard Norton, Sr. Director
J. Richard Norton, Sr.
/s/ Andrew R. Pourchier Vice President/Director
Andrew R. Pourchier (Principal Financial and
Accounting Officer)
/s/ John D. Stephens Chairman of the Board/Director
John D. Stephens
/s/ Judy A. Waters Director
Judy A. Waters
/s/ Warren O. Wheeler Director
Warren O. Wheeler
/s/ Glenn S. White President/Director
Glenn S. White (Principal Executive Officer)
Director
Bobby W. Williams
EXHIBIT INDEX
Exhibit
No. Description
4(a)* Restated and Amended Articles of Incorporation of
the Registrant (incorporated herein by reference to
Exhibit 3.1 to the Registrant's Form 10-KSB for
the fiscal year ended December 31, 1993 previously
filed with the Securities and Exchange Commission
(File No. 33-51246).
4(b)* Bylaws of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Form
10-KSB for the fiscal year ended December 31, 1993,
previously filed with the Securities and Exchange
Commission) (File No. 33-51246).
5 Opinion of Counsel, Powell, Goldstein, Frazer &
Murphy, with respect to the securities being
registered (included in Exhibit 23.a)
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Mauldin & Jenkins, independent auditors.
24. Power of Attorney (see signature pages of this Registration
Statement).
* Indicates exhibit incorporated herein by reference to another public filing.
[POWELL, GOLDSTEIN, FRAZER & MURPHY LETTERHEAD]
Exhibit 5
February 10, 1997
Button Gwinnett Financial Corporation
2230 Scenic Highway
Snellville, Georgia 30278
Re: Registration Statement on Form S-8
Button Gwinnett Financial Corp.
1993 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Button Gwinnett Financial
Corporation, 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 250,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be
issued and sold by the Company upon the exercise of options
granted to selected officers and employees of the Company and its
subsidiaries pursuant to the 1993 Button Gwinnett Financial
Corporation Stock Incentive 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 grants of stock options 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.
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
Upon the issuance and delivery of the Shares pursuant
to the exercise of options 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
to the Registration Statement.
Very truly yours,
/s/
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Button Gwinnett Financial Corporation on Form S-8
of our report dated January 26, 1996, appearing in the Annual
Report on Form 10-KSB of Button Gwinnett Financial Corporation
for the year ended December 31, 1995.
/s/
MAULDIN & JENKINS
Atlanta, Georgia
February 10, 1997
