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As filed with the Securities and Exchange Commission on January 11, 2001.
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement Under The Securities Act of 1933
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EUFAULA BANCCORP, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 6711 63-0989868
(State of Incorporation) (Primary Standard Industrial (IRS Employer
Classification Code Number) Identification No.)
218-220 Broad Street
Eufaula, Alabama 36072
(334)687-3581
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Eufaula BancCorp, Inc. Directors Deferred Compensation Plan
(Full title of Plan)
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Gregory B. Faison
President and Chief Executive Officer
Eufaula BancCorp, Inc.
218-220 Broad Street
Eufaula, Alabama 36072
(334)687-3581
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copies to:
Michael D. Waters
Balch & Bingham LLP
No. 2 Dexter Avenue
Montgomery, Alabama 36104-3515
(334)834-6500
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Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effective date of this Registration Statement.
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CALCULATION OF REGISTRATION FEE
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Title of each class Proposed Maximum Proposed Maximum Amount
of Securities Amount to be Offering Price Aggregate of
to be Registered Registered Per Share Offering Price Registration Fee (1)
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Common Stock
$1.00 par value (and 87,000 Not Applicable $679,687.50 $179.44
associated interests in
the plan)
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(1) Computed in accordance with Rule 457(c) and (h) based upon the market value of Registrant's common stock at January 5,
2001. This registration statement also covers such indeterminable number of additional shares as may become issuable to
prevent dilution in the event of stock splits, stock dividends or similar transactions pursuant to the terms of the Plan
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Eufaula BancCorp, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act");
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year referred to in (a) above; and
(c) The description of the Company's common stock contained in the
Company's Form 10-SB/A filed October 30, 1997.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, subject to certain
exceptions, eliminates the potential personal liability of a director for
monetary damages to the Company or its shareholders for breach of duty as a
director. There is no elimination of liability for (1) any breach of the
director's duty of loyalty to the corporation or its stockholders, (2) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of Title 8 of the Delaware Code, or (4)
any transaction from which the director derived an improper personal benefit.
The Company's Restated Certificate of Incorporation does not eliminate or limit
the right of the Company or its shareholders to seek injunctive or other
equitable relief not involving monetary damages.
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The Company's Restated Certificate of Incorporation and By-Laws provide
that the Company shall indemnify its officers, directors, employees and agents
to the extent permitted by the Delaware General Corporation Law (the "DGCL").
Section 145 of the DGCL permits a corporation to indemnify any person who was or
is a party or is threatened to be made a party or any threatened, pending or
completed claim, action, suit or proceeding by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, against expenses
(including attorney's fees), judgments, fines and settlements incurred by him in
connection with any such suit or proceeding, if he acted in good faith and in
manner reasonably believed to be in or not opposed to the best interest of the
corporation, and, in the case of a derivative action on behalf of the
corporation, permits a corporation to indemnify any such action only against
expenses and then only if such person is not adjudged liable for negligence or
misconduct.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description of Exhibits
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4.1 Eufaula BancCorp, Inc. Directors Deferred Compensation
Plan.
5 Opinion of Balch & Bingham LLP regarding certain legal
matters.
23.1 Consent of Mauldin & Jenkins, LLC.
23.2 Consent of Balch & Bingham LLP (contained in their legal
opinion at Exhibit 5 above).
ITEM 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, 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 (the "Securities Act");
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(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement; and
(iii) To include any additional or changed material information
on the plan of distribution.
provided, however, that paragraphs (a) (1) (i) and (a) (1) (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 with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 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 Securities 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 the
requirements for the 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 Eufaula, Alabama, on January 4, 2001.
EUFAULA BANCCORP, INC.
By: /s/ Gregory B. Faison
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Gregory B. Faison
Chief Executive Officer
We, the undersigned directors of Eufaula BancCorp, Inc., do hereby
constitute and appoint Gregory E. Faison our true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for us and in our
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith, including any
amendments thereto, with the Securities and Exchange Commission and to file such
notices, reports or registration statements and amendments thereto with any
state securities authority or securities exchange or market, and we do hereby
ratify and confirm all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
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 the dates stated.
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SIGNATURE TITLE DATE
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/s/ Gregory B. Faison Chief Executive Officer and *
------------------------------------ Director (Principal Executive
Gregory B. Faison Officer and Chief Financial Officer)
/s/ James R. Balkcom, Jr. Chairman of the Board *
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James R. Balkcom, Jr.
/s/ Michael C. Dixon Director *
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Michael C. Dixon
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/s/ Robert M. Dixon
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Robert M. Dixon Director *
/s/ James A. Faulkner
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James A. Faulkner Director *
/s/ William D. Moorer, Jr.
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William D. Moorer Director *
/s/ Burt H. Rowe, Jr.
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Burt H. Rowe, Jr. Director *
/s/ Dennis A. Wallace
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Dennis A. Wallace Director *
* January 4, 2001
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
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4.1 Eufaula BancCorp, Inc., Directors Deferred Compensation Plan.
5 Opinion of Balch & Bingham LLP regarding certain legal matters.
23.1 Consent of Mauldin & Jenkins, LLC.
23.2 Consent of Balch & Bingham, LLP (contained in their legal opinion at
Exhibit 5 above)
