As filed with the Securities and Exchange Commission December 18, 1998.
File No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
THE SAVANNAH BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-1861820
------------------------------ ---------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
25 Bull Street
Savannah, Georgia 31401
(912) 651-8200
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(Address, including zip code, and telephone
number of Principal Executive Offices)
The Savannah Bancorp, Inc. Organizers' Option Shares;
The Savannah Bancorp, Inc. Employee Incentive Stock Option Plan; and Options
Assumed in Conjunction with the Acquisition of Bryan Bancorp of Georgia, Inc.
(Full Title of the Plans)
ARCHIE H. DAVIS Copy to:
President and Chief Executive Officer J. WILEY ELLIS
The Savannah Bancorp, Inc. Ellis Painter, Ratteree & Bart LLP
25 Bull Street 2 East Bryan Street
Savannah, Georgia 31401 Savannah, Georgia 31401
(912) 651-8200) Telephone : (912) 233-9700
(Name and address of agent for service) Facsimile: (912) 233-8608
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(continued on following page)
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities to Registered (1) Offering Price Aggregate Registration
be Registered Per Share (2) Offering Price Fee
(2)
- ------------- ------------------- -------------- -------------- ------------
Common Stock, 37,125 shares (3) $6.06 $224,978 $66.37
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 42,050 shares (4) $7.50 $315,375 $93.04
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 53,550 shares (5) $13.33 $713,822 $210.58
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 9,000 shares (6) $21.50 $193,500 $57.08
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 3,000 shares (7) $21.625 $64,875 $19.04
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 10,000 shares (8) $25.625 $256,250 $75.59
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 6,500 shares (9) $25.625 $166,563 $49.14
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 8,325 shares (10) $5.76 $47,952 $14.15
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 9,250 shares (11) $6.35 $58,738 $17.33
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 9,250 shares (12) $5.77 $53,373 $15.74
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 9,250 shares (13) $10.27 $94,998 $28.02
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Common Stock, 4,625 shares (14) $25.50 $117,938 $34.79
$1 par value
- ------------- ------------------- -------------- ------------- ------------
Aggregate 201,925 shares $2,308,362 $680.97
- ------------- ------------------- -------------- ------------- ------------
(footnotes on following page)
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(1) This registration statement also covers any additional share that may
hereafter be granted as a result of the adjustment and anti-dilution
provisions of the Savannah Bancorp, Inc. Employee Incentive Stock
Option Plan (the "ISO Plan") or the other options registered hereby.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based on the exercise prices of the
outstanding options, or the average of the high bid and low asked
prices per share of the registrant's common stock on the Nasdaq
National Market on December 15, 1998, as the case may be.
(3) Represents organizers' options granted on April 10, 1990.
(4) Represents options granted under the ISO Plan on April 18, 1995.
(5) Represents options granted under the ISO Plan on April 16, 1996.
(6) Represents options granted under the ISO Plan on July 21, 1997.
(7) Represents options granted under the ISO Plan on August 18,1997.
(8) Represents options granted under the ISO Plan on December 15, 1998.
(9) Represents shares to be issued upon the exercise of options to be
granted in the future under the ISO Plan.
(10) Represents options converted from Bryan Bancorp of Georgia , Inc.
options ("Bryan Options") originally granted on December 31, 1992.
(11) Represents options converted from Bryan Options originally granted on
December 31, 1993.
(12) Represents options converted from Bryan Options originally granted on
December 31, 1994.
(13) Represents options converted from Bryan Options originally granted on
March 20, 1997.
(14) Represents options converted from Bryan Options originally granted on
February 10, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(a) The documents constituting Part I of this registration statement
will be sent or given to optionholders or participants in the ISO Plan as
specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
(b) Upon written or oral request, the registrant will provide, without
charge, the documents incorporated by reference in Item 3 of Part II of this
registration statement. The documents are incorporated by reference in the
Section 10(a) prospectus. The registrant will also provide, without charge, upon
written or oral request, other documents required to be delivered to employees
pursuant to Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(1) The registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1997.
(2) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act, since December 31, 1997, including without
limitation, the registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended March 31, June 30 and September 30, 1998, and the registrant's
Current Reports on Form 8-K dated February 10, February 26, May 1, and July 28,
1998.
(3) The description of common stock contained in the registrant's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
All documents filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered have been sold or that de-registers all 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 the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of the registrant's Common Stock offered
pursuant to the registration statement will be passed upon by J. Wiley Ellis,
General Counsel and Chairman of the Board of Directors of the registrant. Mr.
Ellis is a director of the registrant and receives compensation from the
registrant in such capacity.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Articles of Incorporation provide that a director or
officer shall not be personally liable to the corporation or its shareholders
for monetary damages for breach of duty of care or any other duty owed to the
corporation as a director or officer, except that such provision shall not
eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of the corporation, (b) for
acts or omissions which involve intentional misconduct or a knowing violation of
law, (c) for unlawful corporate distributions, or (d) for any transaction from
which the director or officer derived an improper personal benefit.
Under its Bylaws, the registrant is required to indemnify its directors
and officers to the full extent permitted by Georgia law. The Georgia Business
Corporation Code provides that a corporation may indemnify its directors,
officers, employees and agents against judgments, fines, penalties, amounts paid
in settlement, and reasonable expenses, including attorney's fees, resulting
from various types of legal actions or proceedings, including, but not limited
to any threatened, pending, or completed action, suit or proceeding whether
civil, criminal, administrative, arbitrative or investigative and whether formal
or informal, if the actions of the party being indemnified meet the standards of
conduct specified therein. Determination concerning whether or not the
applicable standard of conduct has been met can be made by (a) the Board of
Directors by a majority vote of all the disinterested directors, if there are at
least two disinterested directors, (b) a majority vote of a committee of two or
more disinterested directors, (c) special legal counsel, or (d) an affirmative
vote of a majority of shares held by disinterested shareholders. No
indemnification shall be made (i) in connection with a proceeding by or in the
right of the registrant, except for reasonable expenses incurred in connection
with the proceeding if it is determined that the indemnitee has met the relevant
standard of conduct, or (ii) in connection with any other proceeding in which
such person was adjudged liable on the basis that personal benefit was
improperly received by him.
The registrant maintains directors and officers liability insurance
covering its directors and officers against loss arising from certain claims
made against them by reason of certain wrongful acts.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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 this 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. 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 and 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) 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 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 registrant pursuant to Section 13 or 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.
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(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 this 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 registrant pursuant to the registrant's articles of
incorporation, bylaws, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange 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 on following pages)
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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 Savannah, Georgia on the 15th day of December, 1998.
THE SAVANNAH BANCORP, INC.
By: /s/Archie H. Davis
------------------------
Archie H. Davis
President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Archie H. Davis and J. Wiley Ellis, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, 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 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 or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, 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 and on the dates indicated.
Name Capacity Date
/s/ Archie H. Davis
- --------------------- Director, President and Chief December 15, 1998
Archie H. Davis Executive Officer
(Principal Executive Officer)
/s/ Robert B. Briscoe
- --------------------- Chief Financial Officer
Robert B. Briscoe (Principal Financial and Accounting December 15, 1998
Officer)
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Name Capacity Date
/s/ J. Wiley Ellis
- -------------------- Director, Chairman of the Board December 15, 1998
J. Wiley Ellis
/s/ E. James Burnsed
- -------------------- Director, Vice Chairman December 15, 1998
E. James Burnsed
/s/ Russell W. Carpenter
- -------------------- Director December 15, 1998
Russell W. Carpenter
____________________ Director December 15, 1998
Robert H. Demere, Jr.
/s/ Julius Edel
- -------------------- Director December 15, 1998
Julius Edel
/s/ L. Carlton Gill
- -------------------- Director December 15, 1998
L. Carlton Gill
____________________ Director December 15, 1998
Robert W. Groves III
/s/ Jack M. Jones
- -------------------- Director December 15, 1998
Jack M. Jones
/s/ Aaron M. Levy
- -------------------- Director December 15, 1998
Aaron M. Levy
/s/ J. Curtis Lewis III
- -------------------- Director December 15, 1998
J. Curtis Lewis III
/s/ M. Lane Morrison
- -------------------- Director December 15, 1998
M. Lane Morrison
/s/ James Toby Roberts, Sr.
- -------------------- Director December 15, 1998
James Toby Roberts, Sr.
/s/ James W. Royal
- -------------------- Director December 15, 1998
James W. Royal
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Name Capacity Date
/s/ Jack W. Shearouse
- -------------------- Director December 15, 1998
Jack W. Shearouse
/s/ Robert T. Thompson, Jr.
- -------------------- Director December 15, 1998
Robert T. Thompson, Jr.
/s/ Penelope S. Wirth
- -------------------- Director December 15, 1998
Penelope S. Wirth
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
4.1 Articles of Incorporation of the registrant
(previously filed with the Commission on
February 8, 1990 as Exhibit 3.1 to the
registrant's Registration Statement on Form S-1
(Registration No. 33-33405) (the "Form S-1") and
incorporated by reference herein).
4.2 By-Laws of the registrant(filed with the
Commission on February 8, 1990 as Exhibit 3.2 to
the Form S-1 and incorporated by reference
herein).
5.1 Opinion of J. Wiley Ellis, Esq., counsel to
the registrant, as to the legality of the
securities being offered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of J. Wiley Ellis, Esq. (contained in
Exhibit 5.1).
24.1 Power of Attorney pursuant to which amendments to
this registration statement may be filed (included
on the signature page contained in Part II
hereof).
99 The Savannah Bancorp, Inc. Incentive Stock
Option Plan (filed with the Commission on
March 30, 1998 as Exhibit 10.7 to the 1997 Annual
Report on Form 10-KSB and incorporated by
reference herein).
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EXHIBIT 5.1
[ELLIS, PAINTER, RATTERREE & BART LLP LETTERHEAD]
December 15, 1998
THE SAVANNAH BANCORP, INC.
P O Box 188
Savannah, GA 31402
Ladies and Gentlemen:
I have acted as counsel to The Savannah Bancorp, Inc., a Georgia
corporation (the "Company"), in connection with its filing of a registration
statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating to
the offering of up to 201,925 shares (the "Shares") of common stock, par value
$1 per share (the "Common Stock"), to certain executives, directors and
employees of the Company issuable upon exercise of options, including certain
options granted to the organizers of the Company, certain options that have
been, or may from time to time be, granted by the Company under its Incentive
Stock Option Plan, certain options assumed by the Company in connection with its
acquisition of Bryan Bancorp of Georgia, Inc., and certain options to be granted
to E. James Burnsed in connection with his employment by the Company.
In my capacity as counsel to the Company, I have examined originals or
copies, satisfactory to me, of the Company's (i) Articles of Incorporation, (ii)
By-laws and (iii) resolutions of the Company's Board of Directors. I have also
reviewed such other matters of law and examined and relied upon such corporate
records, agreements, certificates and other documents as I have deemed relevant
and necessary as a basis for the opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity with the
original documents of all documents submitted to me as copies or facsimiles. As
to any facts material to such opinion, I have, to the extent that relevant facts
were not independently established by me, relied on certificates of public
officials and certificates of officers or other representatives of the Company.
Please note that I am General Counsel and Chairman of the Board of the Company.
On the basis of the foregoing, I am of the opinion that the Shares,
when issued and paid for in accordance with the plans and the options upon
exercise of which they become issuable, will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ J. Wiley Ellis
J. Wiley Ellis
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EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 21, 1998 (except with respect to Note 15, as to which the date is
February 10, 1998), included in The Savannah Bancorp, Inc.'s Form 10-KSB for the
year ended December 31, 1997 and to all references to our Firm included in this
registration statement.
Arthur Andersen LLP
Jacksonville, Florida
December 17, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of The Savannah Bancorp, Inc., of our report
dated January 17, 1996, which appears as Exhibit 23.1 in its Annual Report on
Form 10-KSB for the year ended December 31, 1997.
PricewaterhouseCoopers LLP
Columbia, South Carolina
December 17, 1998
13