Registration Statement No. - ______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________
WAYNE BANCORP, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-1858246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
818 South First Street
Jesup, Georgia 31545
(Address of Principal executive offices)
Wayne Bancorp, Inc. 1990 Employee Incentive Stock Option Plan
(Full Title of the Plan)
Douglas R. Harper, President and Chief Executive Officer
Wayne Bancorp, Inc.
818 South First Street
Jesup, Georgia 31545
(912) 427-2265
(Name, address, and telephone number of agent for service)
________________________________
Copies Requested to:
Neil E. Grayson, Esq.
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E., Suite 1400
Atlanta, Georgia 30309
(404) 817-6000
(404) 817-6050 (Fax)
________________________________
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
---------- ---------- --------- --------- ------------
Common Stock, par
value $1.00 per 36,000
share shares $14.50 $522,000.00 $153.99
(1) This estimation is solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and is based upon an estimation of the fair market
value of the Common Stock by the registrant's board of directors of $14.50 per
share. There is no active trading market for the Common Stock and it is not
possible to identify precisely the market value of the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this
registration statement ("Registration Statement"), and all documents
subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 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:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996 as filed with the Securities and Exchange
Commission (the "Commission");
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Form 10-
KSB referred to in (a) above; and
(c) the description of the Company's Common Stock contained in the
section titled "Description of Stock" on pages 26-28 of the Company's
Registration Statement on Form S-18 (No. 33-31093-A) filed with the
Commission.
Item 4. Description of Securities.
No response is required to this item.
Item 5. Interests of Named Experts and Counsel.
No response is required to this item.
Item 6. Indemnification of Directors and Officers.
The Company's bylaws provide that it may indemnify any person who is a
party to any litigation or proceeding by reason of the fact that he is or was a
director, officer, employee or agent of the Company or Wayne National Bank (the
"Bank"), all of the capital stock of which is owned and controlled by the
Company.
The Company's bylaws contain certain provisions which provide
indemnification to directors and officers of the Company that is broader than
the protection expressly mandated in Sections 14-2-852 and 14-2-857 of the
Georgia Business Corporation Code (the "Code"). Sections 14-2-852 and 14-2-857
of the Code require the Company to indemnify a director or officer of the
Company who has been wholly successful, on the merits or otherwise, in the
defense of any proceeding brought by reason of the fact that such person was a
director or officer of the Company against expenses (including attorney's fees)
actually and reasonably incurred in connection therewith. The Code expressly
allows the Company to provide for greater indemnification rights to its
officers and directors, subject to shareholder approval.
The indemnification provisions in the Company's bylaws allow the Company
to indemnify any director who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
or suit by or in the right of the Company) because he or she is or was a
director of the Company, against expenses (including attorney's fees) and
against judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action, suit or
proceeding, if he or she acted in a manner he or she believed in good faith to
be in or not opposed to the best interests the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Board of Directors of the Company also has the
authority to extend to officers, employees and agents the same indemnification
rights held by directors, subject to all the accompanying conditions and
obligations. Indemnified persons would also be entitled to have the Company
advance expenses prior to the final disposition of the proceeding. If,
however, it is ultimately determined that they are not entitled to
indemnification such amounts would be repaid.
Under current policies of the United States Office of the Comptroller of
the Currency (the "OCC"), a bank may not indemnify directors, officers or
employees against expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by the OCC or any other bank
regulatory agency if the proceeding or action results in a final order
assessing civil money penalties or requiring affirmative action by the
individuals in the form of payments to the Bank.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company 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 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description of Exhibit
4.1 - Articles of Incorporation and Articles of Amendment of the
Company (incorporated by reference to Exhibit 3(a) of the
Company's Registration Statement on Form S-18 (File No. 33-
31093-A)).
<PAGE>
4.2 - Bylaws of the Company (incorporated by reference to Exhibit 3(b)
of the Company's Registration Statement on Form S-18 (File No.
33-31093-A)).
4.3 - Wayne Bancorp, Inc. 1990 Employee Incentive Stock Option Plan.
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained
in their opinion filed as Exhibit 5.1).
24 - Power of Attorney (contained on the signature pages of this
Registration Statement).
Item 9. Undertakings.
The Company hereby undertakes that it will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) Include any additional or changed material information on the
plan of distribution;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above 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 the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) For determining liability under the Securities Act, treat each such
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering; and
<PAGE>
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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.
<PAGE>
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 Jesup, State of Georgia, on this 29th day of
December, 1997.
WAYNE BANCORP, INC.
By: /s/ Douglas R. Harper
Douglas R. Harper
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints Douglas
R. Harper, for himself or herself in name, place and stead, in any and all
capacities, as his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to sign any and all 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 the attorney-in-fact and agent 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 to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent, or his substitute or
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 December 29, 1997.
Signature Title
__________________________ Director
Patricia B. Armstrong
__________________________ Director
Leonard D. Brannen
/s/ C. Revis Clary Director
C. Revis Clary
/s/ J. Ashley Dukes Director
J. Ashley Dukes
__________________________ Director
Tommie C. Fuller, Sr.
<PAGE>
/s/ Douglas R. Harper Director, President, Chief
Douglas R. Harper Executive Officer, Principal
Financial Officer
/s/ J. Lex Kennedy, III, M.D. Director
J. Lex Kennedy, III, M.D.
/s/ James L. Lott Director
James L. Lott
/s/ Jerry D. McDaniel Director
Jerry D. McDaniel
__________________________ Director
Ferrell L. O'Quinn
/s/ Bernon W. Sapp Director
Bernon W. Sapp
/s/ W. Donald Whitaker Director
W. Donald Whitaker
<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Exhibit Page No.
4.1 - Articles of Incorporation and Articles of Amendment
of the Company (incorporated by reference to
Exhibit 3(a) of the Company's Registration Statement
on Form S-18 (File No. 33-31093-A)).
4.2 - Bylaws of the Company (incorporated by reference to
Exhibit 3(b) of the Company's Registration Statement
on Form S-18 (File No. 33-31093-A)).
4.3 - Wayne Bancorp, Inc. 1990 Employee Incentive Stock
Option Plan (incorporated by reference to Exhibit 10(d)
of the Annual Report on Form 10-K filed by the Company
for the fiscal year ended December 31, 1990).
5.1 - Legal opinion of Nelson Mullins Riley & Scarborough,
L.L.P.
23.1 - Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(contained in their opinion filed as Exhibit 5.1)
24 - Power of Attorney (contained on the signature pages
of this Registration Statement).
Exhibit 5.1
LAW OFFICES
Nelson Mullins Riley & Scarborough, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
999 Peachtree Street, N.E.
First Union Plaza
Suite 1400
Atlanta, Georgia 30309
TELEPHONE (404) 817-6000
FACSIMILE (404) 817-6050
www.nmrs.com OTHER OFFICES:
Charleston, South Carolina
Charlotte, North Carolina
Columbia, South Carolina
Greenville, South Carolina
Myrtle Beach, South Carolina
January 30, 1998
Wayne Bancorp, Inc.
818 South First Street
Jesup, Georgia 31545
Ladies and Gentlemen:
We have acted as counsel to Wayne Bancorp, Inc. (the "Company") in connection
with the filing of a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, covering the offering of up to
36,000 shares (the "Shares") of the Company's common stock, par value $1.00 per
share, which may be issued by the Company upon the exercise of stock options
under its 1990 Employee Incentive Stock Option Plan. In connection therewith,
we have examined such corporate records, certificates of public officials and
other documents and records as we have considered necessary or proper for the
purpose of this opinion.
This opinion is limited by and is in accordance with the January 1, 1992,
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations which we deem
relevant, we are of the opinion that the Shares, when issued and delivered as
described in the Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
/s/ Neil E. Grayson, Esq.
Neil E. Grayson, Esq.
