<PAGE>
As filed with the Securities and Exchange Commission on June __, 1998
REGISTRATION STATEMENT NO. _________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------------------
FIRST STERLING BANKS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-2104977
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1200 Barrett Parkway
Kennesaw, Georgia 30144
(Address and Zip Code of Principal Executive Offices)
------------------------------
First Sterling Banks, Inc. 1997 Directors Stock Option Plan
(Full title of the Plan)
Edward C. Milligan
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
(770) 499-2265
(Name and address and phone number (including area code) of agent for service)
WITH COPIES TO:
T. Kennerly Carroll, Jr.
Miller & Martin LLP 100 Galleria
Parkway, N.W.
12th Floor
Atlanta, Georgia 30339
(770) 850-6146
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share price Registration Fee
- ---------------------- ---------------------- ----------------------- ------------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, 90,000 $9.00 $810,000 $238.95
no par value shares
- ---------------------- ---------------------- ----------------------- ------------------------- --------------------
</TABLE>
Page 1 of 22 pages
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 1997;
(b) The Registrant's Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1998;
(c) Description of the Registrant's no par value Common
Stock is contained at pages 26 through 32 of the
Prospectus of First Sterling Banks, Inc. formerly
known as Westside Financial Corporation (the
"Registrant") relating to 600,000 shares of its
common stock issued in connection with the merger of
Eastside Holding Corporation and the Registrant which
is part of the Registration Statement under the
Securities Act of 1933 on Form S-4 filed with the
Securities and Exchange Commission on May 23, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 the filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof 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 to
constitute a part hereof, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Page 2 of 22 pages
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws currently provide that, except in
cases where the proceeding is by or in the right of the Registrant or the
director or officer is adjudged liable on the basis that he or she improperly
received a personal benefit, the Registrant shall indemnify any officer or
director who is made a party to a proceeding because he or she is or was a
director against liability incurred in the proceeding if he or she acted in a
manner he believed in good faith to be in or not opposed to the Registrant's
best interests and in the case of a criminal proceeding he or she had no
reasonable cause to believe his or her conduct was unlawful. Officers and
directors of the Registrant are presently covered by insurance which (with
certain exceptions and within certain limitations) indemnifies them against any
losses or liabilities arising from his or her status as a director or officer.
The cost of such insurance is borne by the Registrant as permitted by the Bylaws
of the Registrant and the laws of the State of Georgia.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of the Registration Statement:
Exhibit Description
------- -----------
4.1 First Sterling Banks, Inc.1997 Directors Stock Option
Plan.
4.2 Form of First Sterling Banks, Inc. 1997 Directors
Stock Option Plan Stock Option Agreement.
5 Opinion and Consent of Miller & Martin LLP.
23.1 Consent of Miller & Martin LLP (contained in Exhibit
5).
23.2 Consent of Mauldin & Jenkins.
24 Powers of Attorney (included on pages 5 through 6).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
Pages 3 of 22 pages
<PAGE>
1. To 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 of 1933;
(ii) reflect in the prospectus any facts or events which
individually or together, represent a fundamental
change in the information in the registration
statement; and 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 low or high and of the estimated
maximum offering range may be reflected in 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 twenty percent (20%)
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) 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 Registrant pursuant to the
Securities Exchange Act of 1934 that are incorporated by reference in
the 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
offered therein, and the offering of such securities at the 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
Securities Exchange Act of 1934) 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.
Page 4 of 22 Pages
<PAGE>
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) 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 foregoing provisions, 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 of 1933 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 of 1933 Act and will be governed by the final adjudication of
such issue.
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 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 Kennesaw, State of Georgia, on the 27 day of May,
1998.
FIRST STERLING BANKS, INC.
By: /s/ Edward C. Milligan
-------------------------------
Edward C. Milligan
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints EDWARD C. MILLIGAN as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and in his name, place and
Page 5 of 22 Pages
<PAGE>
stead, in any and all capacities, with either having full authority to sign any
and all amendments to this Registration Statement, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite or necessary to be done regarding the aforesaid, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that either of 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Edward C. Milligan President, Chief Executive 6/5/1998
- ------------------------ Officer and Director
Edward C. Milligan
/s/ Barbara J. Bond Secretary (Principal financial 6/5/1998
- ------------------------ and accounting officer)
Barbara J. Bond
/s/ P. Harris Hines Director 6/5/1998
- ------------------------
P. Harris Hines
Director
- ------------------------
Harry L. Hudson, Jr.
Director
- ------------------------
John S. Thibadeau, Jr.
/s/ Benjamin H. Wofford Director 6/5/1998
- ------------------------
Benjamin H. Wofford
</TABLE>
Page 6 of 22 Pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- -------- ------------- --------------
<S> <C> <C>
4.1 First Sterling Banks, Inc. 1997 Directors 9
Stock Option Plan
4.2 Form of First Sterling Banks, Inc. 1997 15
Directors Stock Option Plan Stock Option
Agreement
5 Opinion and Consent of Miller & Martin LLP 19
23.2 Consent of Mauldin & Jenkins 22
24 Powers of Attorney (included on pages 5 5
through 6)
</TABLE>
Page 7 of 22 Pages
<PAGE>
EXHIBIT 4.1
First Sterling Banks, Inc. 1997 Directors Stock Option Plan
Page 8 of 22 Pages
<PAGE>
FIRST STERLING BANKS, INC.
1997 DIRECTORS STOCK OPTION PLAN
1. DEFINITIONS
a. "Bank" - The Eastside Bank & Trust Company.
b. "Code" - IRS Code Section 83.
c. "Committee" - a committee named specifically to administer this
Plan.
d. "Common Stock" - common voting stock of the Corporation.
e. "Corporation" - FIRST STERLING BANKS, INC.
f. "Directors" - voting members of the Board of Directors of
either The Eastside Bank & Trust Company or First Sterling
Banks, Inc.
g. "Emeritus Director" - non-voting advisory member of the
Emeritus Board of Directors of The Eastside Bank & Trust
Company.
h. "Fair Market Value" - determined in good faith by the Board of
Directors if shares are not listed on any exchange or quoted in
the NASDAQ National Market System or over-the-counter market.
i. "Option" - right to purchase shares of Common Stock.
j. "Option Agreement" - formal agreement for each grant with
specific terms and conditions not inconsistent with this Plan.
k. "Optionee" - an eligible person under Section 5 below who has
been granted options under Plan.
2. PURPOSE
To advance the interests of the Bank and the Corporation and its
shareholders by providing Bank Directors who are not employees a sense
of proprietorship and personal involvement and to encourage Bank
Directors to remain with and devote their best efforts to the Bank or
the Corporation.
3. SHARES SUBJECT TO THE PLAN
There shall be authorized and reserved for issuance upon the exercise
of Options to be granted under the Plan, 45,000 shares of Common Stock,
or 3.5% of current outstanding shares.
4. ADMINISTRATION
A Committee appointed by the Board of Directors with not less than
three members who are not participants in the Plan will have complete
authority to interpret the Plan, make grants, and determine terms and
conditions within the context of the Plan.
5. ELIGIBILITY
The following persons are eligible to receive options under
the Plan: All Bank Directors who are not employees of the Corporation
or the Bank. To the extent that shares are
Page 9 of 22 Pages
<PAGE>
available, Directors who take office subsequent to the effective date
of the Plan shall be eligible to receive Options.
6. GRANTING OF OPTIONS; OPTION EXERCISE PRICE
All Options granted under the Plan will be Non-Qualified Options as
evidenced by a Non-Qualified Option Agreement. Each eligible Director
in office on the effective date of the Plan will receive an Option to
purchase 5,000 shares of Common Stock at a price per share equal to the
Fair Market Value of a share on that date. The Committee may make
additional grants of options as desirable. Any Option granted hereunder
shall have a per share option exercise price at least equal to the Fair
Market Value of a share on the date of the grant as determined in good
faith by the Board of Directors.
7. TERM OF OPTION
Options granted hereunder shall be exercisable in whole or in part,
from time to time, during the ten year period subsequent to the date of
the grant. Except as provided in Section 11, no Option granted under
the Plan may be exercised prior to six months after the date it is
granted.
8. MANNER OF EXERCISE
The Options shall be exercised by written notice, delivered to the
Corporation and signed by the Director or his successors stating the
number of shares with respect to which the Option is being exercised.
Payment in full of the Option price of the said shares must be made at
the time of exercise, and payment may be made in cash or shares of the
Common Stock previously held by the Optionee or a combination. Payment
in shares may be made with shares received upon the exercise or partial
exercise of an Option, whether or not involving a series of exercises
or partial exercises and whether or not share certificates for such
shares surrendered have been delivered to the Optionee. Shares
surrendered in payment of the Option Price shall be valued at the Fair
Market Value as of the date of the exercise.
Except as otherwise provided herein at the time of the exercise of an
Option, the Optionee must be a Director or an Emeritus Director.
Page 10 of 22 Pages
<PAGE>
9. NON-TRANSFERABILITY
Options can only be transferred by will or by the laws of descent and
distribution.
10. TERMINATION OF SERVICE AS A DIRECTOR
At the later of the time that an Optionee ceases to be a Director or an
Emeritus Director other than by his or her death or disability, all
Options held by him or her at the time of such termination shall be
exercisable by such Optionee but only:
a. if and to the extent the same were exercisable at the time such
Optionee ceases to be a Director or Emeritus Director, and
b. prior to the earlier of (1) the expiration dates of such
Options or (2) that date which is twelve (12) months from the
date such Optionee ceases to be a Director or an Emeritus
Director, such twelve (12) month period to include the date on
which such termination occurs, provided that the Board may in
its discretion extend such date for an additional twelve (12)
months.
If an Optionee ceases to be a Director or an Emeritus Director as a
result of such Optionee's death or disability, then all Options held by
such Optionee on the date of such termination shall be exercisable in
full, whether or not exercisable on the date of such termination, at
any time prior to the earlier of (1) the expiration dates of such
Options or (2) that date which is two years from the date such Optionee
ceases to be a Director or Emeritus Director. In the event of the death
of an Optionee, then such Optionee's Options shall be exercisable to
the extent herein otherwise provided by the executor or personal
representative of the Optionee's estate or by any person who acquired
the right to exercise such Options by bequest under the Optionee's will
or by inheritance.
If any Optionee ceases to be a Director and immediately is appointed to
the Emeritus Board of Directors, then the provisions of this Paragraph
10 shall not apply until he or she ceases to be an Emeritus Director.
11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION; ACCELERATION
OF EXERCISE RIGHTS
The total number of shares on which Options may be granted under the
Plan and Option rights (both as to the number of shares and the option
price) shall be appropriately adjusted for any increase or decrease in
the number of outstanding shares of Common Stock of the Corporation
resulting from payment of a stock dividend on the Common Stock, a
subdivision or combination of shares of the Common Stock, or a
reclassification of the Common Stock, and in the event of a merger or
consolidation in accordance with the following paragraph.
After any merger, consolidation or reorganization of any form involving
the Corporation as a party thereto involving any exchange, conversion,
adjustment or other modification of the outstanding shares of the
Corporation's Common Stock, each Optionee at the time of such
reorganization shall, at no additional cost, be entitled, upon any
exercise of his Option, to receive, in lieu of the number of shares as
to which such Option shall then be
Page 11 of 22 Pages
<PAGE>
so exercised, the number and class of shares of stock or other
securities or such other property to which such Optionee would have
been entitled pursuant to the terms of the agreement of merger or
consolidation, if at the time of such merger or consolidation, such
Optionee had been a holder of record of a number of shares of the
Common Stock of the Corporation equal to the number of shares as to
which such Option shall then be so exercised. Comparable rights shall
accrue to each Optionee in the event of successive mergers or
consolidations of the character described above.
The foregoing adjustments and the manner of their application will be
in the sole discretion of the Committee to determine.
In the event of (1) the adoption of a plan of merger or consolidation
in which the Corporation's shareholders as a group would receive less
than 50% of the voting capital stock of the surviving entity; (2) the
approval by the Board of Directors of the Corporation of an agreement
providing for the sale or transfer (other than as security for
obligations of the Corporation) of substantially all the assets of the
Corporation; or (3) the acquisition of more than 20% of the
Corporation's voting capital stock by any person as defined by Section
13(d)(3) of the Securities and Exchange Act of 1934, other than a
person, or group including a person who beneficially owned, as of the
effective date of the Plan, more than 3% of the Corporation's
securities, in the absence of a prior expression of approval of the
Board Of Directors of the Corporation, any Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to Option and
the Option Price, and shall remain exercisable for the remaining term
of such Option, regardless of whether such option has been outstanding
for six months or of any provision contained in the Stock Option
Agreement with respect to limitations of the exercisability of the
Option or any portion thereof for any length of time.
Anything contained herein to the contrary notwithstanding, upon the
dissolution or liquidation of the Corporation each Option granted under
the Plan shall terminate.
The grant of an Option pursuant to this Plan shall not in any way
affect the right or power of the Corporation to make adjustments,
reclassifications, or changes of its capital or business structure, or
to merge or consolidate, or to dissolve, liquidate or sell, or transfer
all or any part of its business or assets.
12. EFFECTIVENESS OF THE PLAN
The effective date of the Plan shall be March 26, 1997, the date of the
approval of the Plan by the Board of Directors of the Corporation,
subject to the approval of the Plan by the shareholders of the
Corporation within one (1) year following such date. No Option granted
hereunder may be exercised prior to the approval of the Plan by the
shareholders of the Corporation, and in the event that the shareholders
fail to approve the Plan within one year of any Option grants made
pursuant to the Plan, then all such Options shall be void.
No Options may be granted under the Plan after the expiration of ten
years from and including the effective date of the Plan.
Page 12 of 22 Pages
<PAGE>
13. AMENDMENT AND TERMINATION
The Plan may be amended or terminated by the Board of Directors at any
time as deemed in the best interests of the Corporation; provided,
however, no amendments shall be made in the Plan without the approval
of the shareholders of the Corporation which:
a. Increase the total number of shares for which options may be
granted under the Plan except as provided in Section 11.
b. Change the minimum purchase price for the optioned shares
except as provided in Section 11.
c. Affect any outstanding option or any unexercised right
thereunder except as provided in Section 11.
d. Extend the option period provided in Section 7.
e. Extend the termination date of the Plan.
Page 13 of 22 Pages
<PAGE>
EXHIBIT 4.2
Form of First Sterling Banks, Inc. 1997 Directors Stock Option Plan
Stock Option Agreement
Page 14 of 22 Pages
<PAGE>
FIRST STERLING BANKS, INC.
1997 Directors Stock Option Plan
Stock Option Agreement
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into effective as of the 26th day of March, 1997 by and between FIRST
STERLING BANKS, INC. (the "Company") and_______________, a resident of the State
of Georgia (the "Grantee"). This Option Agreement is entered into by the Company
and the Grantee pursuant to First Sterling Banks, Inc. 1997 Directors Stock
Option Plan (the "Plan"). The Plan is incorporated herein by reference and made
a part of this Option Agreement. Defined terms in the Plan shall have the same
definition herein.
1. STOCK OPTION.
The Company hereby grants to Grantee the option (the "Option") to
purchase __________ (______) shares (the "Shares") of the Common Stock (the
"Common Stock") of the Company in accordance with the terms and subject to the
restrictions hereinafter set forth.
The Option has been granted on the date of this Option Agreement and
shall terminate on March 25, 2007 unless sooner terminated in whole or in part
as follows:
(a) The Option shall terminate on the date which is twelve (12) months
from the date on which the Grantee ceases to be a Director unless he is
immediately appointed an Emeritus Director, in which case the Option shall
terminate on the date which is twelve (12) months from the date on which the
Optionee ceases to be an Emeritus Director; provided that the Board may, in its
discretion, extend either such date for an additional twelve (12) months.
(b) The Option shall terminate on the date which is two (2) years from
the date that the Grantee ceases to be a Director or an Emeritus Director by
reason of his death or disability.
2. EXERCISE OF OPTION.
The Option may be exercised in whole or in part at any time prior to
its termination, provided that the Option may not be exercised prior to six (6)
months following the date hereof unless the Optionee ceases to be a Director or
Emeritus Director by reason of his death or disability (the "Exercise Period").
The Option shall be exercised by written notice directed to the
Secretary of the Company at P.O. Box 2147, Marietta, Georgia 30061. Such written
notice shall be accompanied by payment in full in cash or by check of the Option
Price for the number of Shares specified in such written notice.
Page 15 of 22 Pages
<PAGE>
3. OPTION PRICE.
The price per share at which Shares may be purchased pursuant to
exercise of the Option (the "Option Price") shall be $____ (which amount has
been determined by the Board to be the fair market value per share of the Common
Stock on the date that this Option is granted).
4. NONTRANSFERABILITY.
The Option is not transferable except by will or by the laws of descent
and distribution.
5. LIMITATION OF RIGHTS.
The Grantee or the personal representative of the Grantee shall have no
rights as a stockholder with respect to the Shares covered by the Option until
the Grantee or the personal representative of the Grantee shall become the
holder of record of such Shares.
6. STOCK RESERVE.
The Company shall at all times during the Exercise Period under this
Option Agreement reserve and keep available such number of Shares of Common
Stock as will be sufficient to satisfy the requirements of this Option Agreement
and shall pay all original issue taxes (if any) on the exercise of the Option
and all other fees and expenses necessarily incurred by the Company in
connection therewith.
7. RESTRICTIONS ON TRANSFER AND PLEDGE.
Except as provided in Section 4 hereof, the Option and all rights and
privileges granted hereunder shall not be transferred, assigned pledged or
hypothecated in any way, whether by operation of law or otherwise, and shall not
be subject to execution, attachment or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the Option or any
right or privilege granted hereunder, except as provided herein, or upon the
levy or any attachment or similar process upon the rights and privileges herein
conferred, the Option and the rights and privileges hereunder shall become
immediately null and void.
8. RESTRICTIONS ON ISSUANCE OF SHARES.
If at any time the Board shall determine, in its discretion, that
listing, registration or qualification of the Shares covered by the Option upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the exercise of the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.
Page 16 of 22 Pages
<PAGE>
9. PLAN CONTROLS.
In the event of any actual or alleged conflict between the provisions
of the Plan and the provisions of this Option Agreement, the provisions of the
Plan shall be controlling and determinative.
10. SUCCESSORS.
This Agreement shall be binding upon any successor of the Company in
accordance with the terms of this Option Agreement and the Plan.
IN WITNESS WHEREOF, the Company, acting by and through its duly
authorized officers, has caused this Option Agreement to be executed and the
Grantee has executed this Option Agreement, all as of the day and year first
above written.
FIRST STERLING BANKS, INC.
[SEAL]
Attest:
By:____________________________
Edward C. Milligan
By:____________________________ President
Secretary
GRANTEE:
____________________________
Page 17 of 22 Pages
<PAGE>
EXHIBIT 5
Opinion and Consent of Miller & Martin LLP
Page 18 of 22 Pages
<PAGE>
[Letterhead]
June 8, 1998
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
Re: FIRST STERLING BANKS, INC. 1997 DIRECTORS' STOCK OPTION PLAN
Ladies and Gentlemen:
This opinion is given in connection with the filing by First Sterling
Banks, Inc., a corporation organized under the laws of the State of Georgia (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the registration of 90,000 shares of the no par
value Common Stock of the Company ("Company Common Stock") which may be issued
pursuant to the exercise of stock options (the "Options") under the First
Sterling Banks, Inc. 1997 Directors' Stock Option Plan (the "Plan").
In rendering this opinion, we have examined such corporate records and
documents as we have deemed relevant and necessary as the basis for the opinion
set forth herein, including the Articles of Incorporation and Bylaws of the
Company and certain resolutions of the Board of Directors of the Company
relating to the Plan.
For purposes of this opinion, we assume that all awards of Options have
been or will be granted in accordance with the Plan.
Based on the foregoing, it is our opinion that the shares of Company
Common Stock to be issued upon the exercise of Options, in accordance with the
terms of the Plan, upon receipt in full
Page 19 of 22 Pages
<PAGE>
First Sterling Banks, Inc.
June 8, 1998
by the Company of the consideration prescribed for each share pursuant to the
Options, will be duly authorized, validly issued, fully paid and nonassessable
under the Georgia Business Corporation Code as in effect on this date.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Sincerely,
MILLER & MARTIN LLP
/s/ T. Kennerly Carroll, Jr.
Page 20 of 22 Pages
<PAGE>
EXHIBIT 23.2
Consent of Mauldin & Jenkins
Page 21 of 22 Pages
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 6, 1998, in the 1997
Annual Report to stockholders of First Sterling Banks, Inc. appearing in the
Annual Report on Form 10-KSB for the year ended December 31, 1997.
MAULDIN & JENKINS
Atlanta, Georgia /s/ Donnie Luker
June 8, 1998 ---------------------------
Page 22 of 22 Pages
