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As filed with the Securities and Exchange Commission on July 22, 1996.
File No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESCENT BANKING COMPANY
(Exact Name of Issuer as Specified in its Charter)
GEORGIA 58-1968323
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
251 HIGHWAY 515, JASPER, GEORGIA 30143
(706) 692-2424
(Address, including zip code, and telephone number of Principal Executive
Offices)
1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full Title of the Plans)
J. DONALD BOGGUS, JR.
CHIEF EXECUTIVE OFFICER
CRESCENT BANKING COMPANY
251 HIGHWAY 515
JASPER, GEORGIA 30143
(706) 692-2424
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
COPIES TO:
LAURA G. THATCHER
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
TELEPHONE: (404) 881-7546
_______________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration Fee
Per Unit (2) Offering Price
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 25,000 $16.00 $400,000.00 $137.93
- ----------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement also covers any additional shares that may hereafter become exercisable as a result of the
adjustment and anti-dilution provisions of the Registrant's 1995 Stock Option Plan for Outside Directors .
(2) Estimated, solely for the purpose of calculating the registration fee, as the price of the Registrant's Common Stock and
computed, in accordance with Rule 457(h)(1), based upon the average of the high and low prices of the Registrant's Common
Stock on July 9, 1996.
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
- -------- ----------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this Registrant
Statement and are deemed to be a part hereof from the date of the filing of such
documents:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1995, including the Registrant's Quarterly Report on Form 10-
QSB for the quarter ended March 31, 1996, and the Registrant's Current Report on
Form 8-K dated April 25, 1996.
(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 other documents subsequently filed by the Registrant pursuant to
Section 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 have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed incorporated herein by reference shall be deemed to be modified or
superseded for the purpose of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is,
or is deemed to be, incorporated herein by reference 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.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities registered hereby has been passed upon by
Alston & Bird, Atlanta, Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As provided under Georgia law, Registrant's Articles of Incorporation
provide that a director shall not be personally liable to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, except for liability (a) for any appropriation, in violation of his
duties, of any business opportunity of the corporation, (b) for acts or
omissions
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which involve intentional misconduct or a knowing violation of law, (c) for
unlawful corporate distributions, or (d) for any transaction from which the
director received an improper personal benefit.
Under Article Nine of its Bylaws, the Registrant is required indemnify its
directors and officers (and may indemnify its other employees and agents)
against the obligation to pay judgments, fines, penalties, amounts paid in
settlement, and reasonable expenses, including attorney's fees, resulting from
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal, if
the actions of the party being indemnified met the standards of conduct
specified therein. Determination concerning whether or not the applicable
standard of conduct has been met (and authorization to indemnify employees and
agents) shall be made by (a) the Board of Directors by a majority vote of a
quorum consisting of disinterested directors, (b) a majority vote of a committee
of disinterested directors, (c) independent legal counsel, or (d) an affirmative
vote of a majority of shares held by the disinterested shareholders. No
indemnification shall be made to or on behalf of a corporate director, officer,
employee or agent (i) in connection with a proceeding by or in the right of the
corporation in which such person was adjudged liable to the corporation or (ii)
in connection with any other proceeding in which such person was adjudged liable
on the basis that he improperly received a personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as
follows:
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<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Registrant's Articles of Incorporation (incorporated by reference
from Exhibit 3.1 to the Registrant's Registration Statement on Form
S-4 dated January 27, 1992, File No. 33-45254 (the "Form S-4")
4.2 Registrant's Bylaws (incorporated by reference from Exhibit 3.2 to
the Form S-4)
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Mauldin & Jenkins LLC
24 Power of Attorney (contained in Part II at page II-5)
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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 of 1933;
(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 this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities being 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 of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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 of 1933 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 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
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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 Act and
will be governed by the final adjudication of such issue.
(signatures on following page)
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SIGNATURES
The Registrant. 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 Jasper, State of Georgia, on July 18, 1996.
CRESCENT BANKING COMPANY
(Registrant)
By:/s/ J. Donald Boggus, Jr.
-------------------------------
J. Donald Boggus, Jr.
President and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints J. Donald Boggus, Jr. and Arthur Howell, 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 July 18, 1996.
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<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C> <C>
/s/ J. Donald Boggus, Jr. President, Chief Executive July 18, 1996
------------------------- Officer and Chief Financial
J. Donald Boggus, Jr. Officer
(Principal Executive,
Financial and Accounting Officer)
(signatures continued on following page)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Arthur Howell Chairman of the Board July 18, 1996
----------------- of Directors
Arthur Howell
/s/ Charles R. Fendley Director July 18, 1996
----------------------
Charles R. Fendley
/s/ Michael W. Lowe Director July 18, 1996
-------------------
Michael W. Lowe
/s/ L. Edmund Rast Director July 18, 1996
------------------
L. Edmund Rast
/s/ Harry C. Howard Director July 18, 1996
-------------------
Harry C. Howard
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Registrant's Articles of Incorporation (incorporated by refer ence from Exhibit 3.1 to the
Registrant's Registration State ment on Form S-4 dated January 27, 1992, File No. 33-45254 (the "Form
S-4")
4.2 Registrant's Bylaws (incorporated by reference from Exhibit 3.2 to the Form S-4)
5 Opinion of Counsel
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Mauldin & Jenkins LLC
24 Power of Attorney (contained in Part II at page II-5)
</TABLE>
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[Letterhead of Alston & Bird]
EXHIBIT 5
July 17, 1996
Crescent Banking Company
251 Highway 515
Jasper, Georgia 30143
Re: Form S-8 Registration Statement
1995 Stock Option Plan for Outside Directors
Ladies and Gentlemen:
The undersigned has acted as special counsel for Crescent Banking Company,
a Georgia corporation (the "Company"), in connection with the referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and covering 25,000 shares of the Company's common stock,
$1.00 par value ("Company Stock") that may be issued pursuant to the 1995 Stock
Option Plan for Outside Directors (the "Plan"). In connection therewith, we have
examined originals or copies of corporate records, certificates of public
officials and of officers of the Company and other instruments as we have deemed
relevant and necessary for the opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that the 25,000 shares of
Company Stock to be issued pursuant to the Plan, when issued accordance with the
terms and conditions of the Plan, will be legally and validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD
By: /s/ LAURA G. THATCHER
---------------------
Laura G. Thatcher
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EXHIBIT 23.2
CONSENT OF MAULDIN & JENKINS LLC
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Stock Option Plan for Outside Directors of
Crescent Banking Company of our report dated February 23, 1996, with respect to
the consolidated financial statements of Crescent Banking Company incorporated
by reference in its Annual Report (Form 10-KSB) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
MAULDIN & JENKINS LLC
Atlanta, Georgia
July 19, 1996
