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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ____________, 1998
SECURITIES AND EXCHANGE COMMISSION
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1756713
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3811 FREDERICA ROAD, SECOND FLOOR
ST. SIMONS ISLAND, GEORGIA 31522-5304
(912) 638-0667
----------------------
(Address, including zip code and telephone number
of principal executive offices)
Golden Isles Financial Holdings, Inc. 1995 Stock Option Plan;
1991 Incentive Stock Option Plan;
1991 Nonstatutory Stock Option Plan
-----------------------------------
(Full title of the employee benefit plan to which issuance
of securities hereby relates)
J. Thomas Whelchel
Chairman of the Board of Directors
3811 Frederica Road, Second Floor
St. Simons Island, GA
(912) 638-0667
--------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
Edward J. Harrell
Martin, Snow, Grant & Napier
240 Third Street
P. O. Box 1606
Macon, Georgia 31202-1606
(912) 749-1727
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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
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit/2/ price/3/ fee/3/
Common Stock,
No Par Value
Per Share 350,000/1/ $7.9835 $2,794,225 $824.30
- ---------------------
/1/Representing shares to be issued and sold by the Registrant under the
1995 Stock Option Plan, 1991 Incentive Stock Option Plan and 1991 Non-Statutory
Stock Option Plan (the "Plans"). There have been 156,567 options granted with
193,433 options still available under the Plans. 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 proposed maximum offering is computed upon the basis of the
weighted average of the prices at which the options may be exercised and the
market price of the shares under the Plans that have not been granted.
/3/Computed pursuant to Rule 457(c) under the Securities Act of
1933 ("Act") as to the 193,433 shares available to be granted under the Plans
based on the average of the high and low prices reported by the Nasdaq
National Market on November 13, 1998 and computed pursuant to Rule 457(h)(1)
under the Act as to the 157,567 shares previously granted solely for the purpose
of computing the registration fee.
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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
"1933 Act"), and Rule 428 promulgated thereunder will be sent or given to
employees as specified by Rule 428(b)(1) under the Securities Act.
The Company 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 by reference in Item 3 of Part II of this Registration
Statement but not delivered herewith (other than the exhibits to such
documents). Such request, in writing or by telephone, should be directed to the
Corporate Secretary, Golden Isles Financial Holdings, Inc., 3811 Frederica Road,
Second Floor, St. Simons Island, Georgia (912) 638-0667.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Golden Isles Financial Holdings, Inc. (the
"Company") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:
(1) The Company's most recent annual report, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"), on Form
10-KSB on March 31, 1998;
(2) All quarterly reports filed by the Company pursuant to Section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by the above-
referenced Form 10-KSB; and
(3) The description of the Company's no par value common stock set forth in
the section "Description of Securities" in the Company's Registration Statement
on Form SB-2A filed under the Securities Act of 1933 file number 33-77822 (Post-
effective Amendment No. 6 filed with the Commission on May 1, 1998 effective May
20, 1998).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of any such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is registered under Section
12(g) of the 1934 Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain financial statements included in this Registration Statement have
been audited by Mauldin & Jenkins, independent certified public accountants, to
the extent and for the periods set
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forth in their report. Neither Mauldin & Jenkins nor any member of that firm
owns any of the Common Stock of the Company.
The legality of the Common Stock offered hereby will be passed upon for the
Company by Martin, Snow, Grant & Napier, Macon, Georgia. Individual members of
Martin, Snow, Grant & Napier own shares of the Company's Common Stock. However,
neither Martin, Snow, Grant & Napier nor Mauldin & Jenkins, or any member of
those firms, was hired on a contingent basis; will receive in connection with
this offering a direct or indirect substantial interest in the Company; nor was
a promoter, underwriter, voting trustee, director, officer or employee of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS, OFFICERS AND CONTROL PERSONS.
Article 8, Part 5 of the Georgia Business Corporation Code provides for
indemnification of directors and officers of corporations. Under the
provisions of O.C.G.A. (S) 14-2-852, a director of the Company, to the extent
successful in the defense of any proceeding or claim to which he or she is a
party because he or she is a director of the Company, is entitled as a matter of
right to indemnification against reasonable expenses, including attorneys' fees,
incurred by him or her in connection therewith. The Company is further
authorized to indemnify any person who is made a party to a proceeding because
he or she is a director against any liability incurred including the obligation
to pay any judgment rendered against him or her if the director acted in a
manner he or she believed in good faith to be in, or not opposed to, the best
interests of the Company and, in the case of any criminal proceeding, he or she
had no reasonable cause to believe his or her conduct was unlawful. The
authority of the Company to indemnify a director is not applicable in connection
with any proceeding brought by or in the right of the corporation, or in
connection with any other proceeding in which he or she is adjudged liable on
the basis that personal benefit was improperly received by him. Indemnification
in any action brought by or in the right of the Company is limited in any event
to reasonable expenses incurred in connection with the proceeding, and does not
include the obligation to pay any judgment, settlement, penalty or fine.
A determination that a director is entitled to indemnification must be made
by the board of directors by majority vote of a quorum consisting of directors
not at the time parties to the proceedings; if a quorum cannot be obtained then
by majority vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceedings; by special
legal counsel; or by the shareholders of the Company, excluding shares owned by
or voted under the control of directors who are at the time parties to the
proceeding. A director of the Company who is a party to a legal proceeding in
that capacity may apply to the court for indemnification or advances for
expenses if it determines (1) the director is entitled to mandatory
indemnification under O.C.G.A. (S) 14-2-852; or (2) the director is fairly and
reasonably entitled in view of all relevant circumstances to indemnification,
even if he or she has not met the standard conduct set forth in O.C.G.A. (S) 14-
2-851(a) or was adjudged liable as described in O.C.G.A. (S) 14-2-851(d), in
which latter event, however, his or her indemnification is limited to reasonable
expenses incurred. If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
Company to pay the directors reasonable expenses to obtain court-ordered
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indemnification or advance for expenses. The articles of incorporation of the
Company also eliminate, as permitted by law, the personal liability of directors
of the Company for monetary damages for breach of duty of care or other duty as
a director, excepting only any liability for misappropriation of any business
opportunity of the corporation, intentional misconduct, and other specified
conduct.
An officer of the Company who is not a director is entitled to mandatory
indemnification under O.C.G.A. (S) 14-2-852 and is entitled to apply for court
ordered indemnification in each case to the same extent as is a director of the
Company. The Company may also indemnify and advance expenses to an officer,
employer or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
The Company's bylaws provide for indemnification of officers and directors
substantially similar to that provided by Article 8, Part 5 of the Georgia
Business Corporations Code. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Company's Articles of Incorporation (incorporated by reference from
Exhibit 3.(i) to GIFH's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1995 (File Number 33-19735-A), filed
with the Commission on November 13, 1995).
4.2 Company's Bylaws (incorporated by reference from Exhibit 3.(ii) to
GIFH's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1995 (File Number 33-19735-A), filed with the
Commission on November 13, 1995).
5.1 Opinion by Martin, Snow, Grant & Napier, LLP as to legality of the
securities being registered
23.1 Consent of Martin, Snow, Grant & Napier, LLP (included in Exhibit 5)
23.2 Consent of Mauldin & Jenkins regarding use of consolidated financial
statements (incorporated by reference from the Company's Form 10-KSB
filed for fiscal year ended December 31, 1997)
24 Power of Attorney (contained in Part II)
ITEM 9. UNDERTAKINGS.
The undersigned Company 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 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;
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(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 (i) and (ii) do not apply if the
information required or to be included in a post-effective amendment thereby is
contained in a periodic report filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that is incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933 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;
(4) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 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; and
(5) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Company's Articles of Incorporation, bylaws or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 1933 Act and will be governed by the final adjudication of such
issue.
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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 St. Simons Island, State of Georgia, on November 18,
1998.
GOLDEN ISLES FINANCIAL HOLDINGS, INC.
BY: /S/ J. THOMAS WHELCHEL
----------------------
J. THOMAS WHELCHEL
Chairman of the Board of Directors
and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints J. Thomas Whelchel and Michael D. Hodges, and
either of them (with full power in each to act alone), as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any 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 said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or either of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 18, 1998.
/S/ J. Thomas Whelchel Chairman of the
- -------------------------------------- the Board; Chief
J. Thomas Whelchel Executive Officer
(principal executive
officer), and Director
/S/ Karen Smith Chief Financial Officer
- ---------------------------------------
Karen Smith
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/S/ L. McRee Harden Director
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L. McRee Harden
/S/ Michael D. Hodges Director
- ----------------------------------------
Michael D. Hodges
/S/ Russell C. Jacobs, Jr. Director
- ----------------------------------------
Russell C. Jacobs, Jr.
/S/ James M. Fiveash Director
- ----------------------------------------
James M. Fiveash
/S/ Claude Kermit Keenum Director
- ----------------------------------------
Claude Kermit Keenum
/S/ Charles Ray Acosta Director
- ----------------------------------------
Charles Ray Acosta
/S/ Jimmy D. Veal Vice Chairman of
- ---------------------------------------- the Board of
Jimmy D. Veal Directors; Secretary
and Treasurer
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EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
5 Opinion by Martin, Snow, Grant & Napier as to the legality of
the Securities being registered
23.1 Consent of Martin, Snow, Grant & Napier (included in its opinion
filed as Exhibit 5)
23.2 Consent of Mauldin & Jenkins, L.L.C.
24 Power of Attorney (contained in Part II at pages 7-9)
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EXHIBIT 5
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Writer's Direct Dial (912) 749-1727
November 25, 1998
Golden Isles Financial Holdings, Inc.
3811 Frederica Road, Second Floor
St. Simons Island, GA 31522-5304
RE: Registration on Form S-8
Golden Isles Financial Holdings, Inc. 1995 Stock Option Plan;
1991 Incentive Stock Option Plan; and 1991 Non-Statutory
Stock Option Plan
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Ladies and Gentlemen:
We have served as counsel for Golden Isles Financial Holdings, Inc., 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 350,000 shares (the
"Shares") of the no par value common stock of the Company, to be offered and
sold by the Company pursuant to the above-captioned stock option plans (the
"Plans"). We have examined and are familiar with the original or copies 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 Plans 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 or
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 that upon issuance and delivery of the shares and
payment therefor as provided in the Plans and as contemplated by the
Registration Statement, such shares will be legally and validly issued, fully
paid and nonassessable.
<PAGE>
Golden Isles Financial Holdings, Inc.
November 25, 1998
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Yours very truly,
/S/ MARTIN, SNOW, GRANT & NAPIER, LLP
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MARTIN, SNOW, GRANT & NAPIER, LLP
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EXHIBIT 23.2
------------
CONSENT OF MAULDIN & JENKINS, LLC
---------------------------------
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of our report dated January 23, 1998 with respect to consolidated
financial statements of Golden Isles Financial Holdings, Inc. incorporated by
reference to its annual report filed on Form 10-KSB for the year ending December
31, 1997, filed with the Securities and Exchange Commission March 30, 1998.
/S/ MAULDIN & JENKINS, LLC
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MAULDIN & JENKINS, LLC
Date: November 13, 1998
