<PAGE>
As filed with the Securities and Exchange Commission on October 8, 1999
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. 1999 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 telephone number (including area code)
of agent for service)
WITH COPIES TO:
T. Kennerly Carroll, Jr.
Miller & Martin LLP
1275 Peachtree Street, N.E.
Suite 700
Atlanta, Georgia 30309
(404) 962-6146
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
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, 100,000 $10.40* $1,039,752.50 $289.05
no par value shares
- ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>
Page 1 of 25
<PAGE>
*Represents average under Directors Stock Option Plan of the following:
53,580 shares with option price of $11.50 per share and 46,420 shares at $9.13
per share which is the average high and low price reported within five (5)
business days prior to the date of filing in accordance with Rule 457(c).
Page 2 of 25
<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, 1998;
(b) The Registrant's Quarterly Report for the quarter ended
June 30, 1999;
(c) The Registrant's Quarterly Report for the quarter ended
March 31, 1999;
(d) The Registrant's Current Report dated as of April 23, 1999 on
Form 8-K filed with the Securities and Exchange Commission on
May 6, 1999;
(e) The Registrant's Amendment to Current Report dated as of April
23, 1999 on Form 8-K/A filed with the Securities and Exchange
Commission on July 7, 1999;
(f) 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 (File Number 333-3116).
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 modified or superseded.
Page 3 of 25
<PAGE>
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 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 or she 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:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
4.1 First Sterling Banks, Inc. 1999 Directors Stock Option Plan
4.2 Form of First Sterling Banks, Inc. 1999 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)
</TABLE>
Page 4 of 25
<PAGE>
23.2 Letter on Unaudited Interim Financial Information
and Consent of Mauldin & Jenkins
24 Powers of Attorney (included on page 7)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant undertakes:
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
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 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.
Page 5 of 25
<PAGE>
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 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 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.
(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
Page 6 of 25
<PAGE>
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 15 day of
September, 1999.
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 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 attorney-in-fact and agent 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 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 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 9-15-99
- ---------------------------- -------------
Edward C. Milligan Officer and Director
</TABLE>
Page 7 of 25
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ BARBARA J. BOND Secretary (Principal financial 9-15-99
- ---------------------------- -------------
Barbara J. Bond and accounting officer)
/s/ P. HARRIS HINES Director 9-17-99
- --------------------------- -------------
P. Harris Hines
/s/ HARRY L. HUDSON, JR. Director 9-15-99
- --------------------------- -------------
Harry L. Hudson, Jr.
/s/ JOHN S. THIBADEAU, JR. Director 9-15-99
- --------------------------- -------------
John S. Thibadeau, Jr.
/s/ BENJAMIN H. WOFFORD, JR. Director 9-17-99
- --------------------------- --------------
Benjamin H. Wofford
/s/ EUGENE L. ARGO Director 9-16-99
- --------------------------- -------------
Eugene L. Argo
/s/ TED A. MURPHY Director 9-16-99
- --------------------------- -------------
Ted A. Murphy
/s/ JAMES L. ARMSTRONG, JR. Director 9-16-99
- --------------------------- -------------
James L. Armstrong, Jr.
/s/ CHRISTOPHER H. BURNETT Director 9-15-99
- --------------------------- -------------
Christopher H. Burnett
</TABLE>
Page 8 of 25
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ----
<S> <C> <C>
4.1 First Sterling Banks, Inc. 1999 Directors Stock
Option Plan 11
4.2 Form of First Sterling Banks, Inc. 1999 Directors
Stock Option Plan Stock Option Agreement 18
5 Opinion and Consent of Miller & Martin LLP 22
23.1 Consent of Miller & Martin LLP (contained in Exhibit 5) 22
23.2 Letter on Unaudited Interim Financial Information 25
and Consent of Mauldin & Jenkins
24 Powers of Attorney (included on page 7) 7
</TABLE>
Page 9 of 25
<PAGE>
EXHIBIT 4.1
First Sterling Banks, Inc. 1999 Directors Stock Option Plan
Page 10 of 25
<PAGE>
FIRST STERLING BANKS, INC.
1999 DIRECTORS STOCK OPTION PLAN
1. DEFINITIONS
a. "Banks" - Community Bank of Georgia, The Eastside Bank & Trust
Company and The Westside Bank & Trust Company
b. "Board" - Board of Directors of the Corporation
c. "Code" - IRS Code Section 83.
d. "Committee" - a committee named specifically to administer
this Plan.
e. "Common Stock" - common voting stock of the Corporation.
f. "Corporation" - FIRST STERLING BANKS, INC.
g. "Director" - a voting member of any of the Boards of Directors
of the Banks or the Corporation
h. "Emeritus Director" - a former Director of any of the Banks or
the Corporation who has been designated by any of the Boards
of Directors of the Banks or the Corporation as an emeritus
non-voting advisor member of any such Board.
i. "Fair Market Value" - determined in good faith by the Board by
reference to the price at which the shares of Common Stock are
trading on the NASDAQ National Market System or any other
exchange on which the shares may be traded.
j. "Option" - right to purchase shares of Common Stock.
k. "Option Agreement" - formal agreement for each grant with
specific terms and conditions not inconsistent with this Plan.
l. "Optionee" - an eligible person under Section 5 below who has
been granted options under Plan.
m. "Plan" - the 1999 Directors Stock Option Plan.
2. PURPOSE
To advance the interests of the Banks and the Corporation and its
shareholders by providing Directors and Emeritus Directors of the Banks
and the Corporation a sense of proprietorship and personal involvement
and to encourage Directors and Emeritus Directors of the Banks and the
Corporation to remain with and devote their best efforts to their
respective 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 100,000 shares of Common Stock.
Page 11 of 25
<PAGE>
4. ADMINISTRATION
A Committee appointed by the Board with not less than three members
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 Directors and Emeritus Directors of the Banks and the Corporation.
To the extent that shares are 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. The following
individuals will receive an Option to purchase the number of shares
indicated at $11.50 per share, which the Committee has determined to be
the Fair Market Value of the stock as of the date of the grant. The
grant and the Option will vest immediately.
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Eugene L. Argo 5,645
James L. Armstrong 5,645
Dean T. Teusaw 5,645
Hugh Norton 5,645
Thomas M. Carnes 3,000
Larry N. Reed 3,000
Robert C. Pittard 3,000
Ted A. Murphy 22,000
</TABLE>
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.
Page 12 of 25
<PAGE>
8. MANNER OF EXERCISE
The Options shall be exercised by written notice, delivered to the
Corporation and signed by the Director or Emeritus Director or his or
her 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.
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 OR EMERITUS 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, but
only 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. In the event of the mental
disability of an Optionee then such
Page 13 of 25
<PAGE>
Optionee's Options shall be exercisable to the extent herein otherwise
provided by the legal representative of the Optionee.
If any Optionee ceases to be a Director and immediately is appointed an
Emeritus Director 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 a stock split or 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 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, then, in the absence of a prior expression of approval of
the Board Of Directors of the Corporation, any Option granted hereunder
shall become immediately
Page 14 of 25
<PAGE>
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 June 22, 1999, 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.
13. AMENDMENT AND TERMINATION
The Plan may be amended or terminated by the Board 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.
Page 15 of 25
<PAGE>
d. Extend the option period provided in Section 7.
e. Extend the termination date of the Plan
Page 16 of 25
<PAGE>
EXHIBIT 4.2
Form of First Sterling Banks, Inc. 1999 Directors Stock Option Plan
Stock Option Agreement
Page 17 of 25
<PAGE>
FIRST STERLING BANKS, INC.
1999 DIRECTORS STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Option Agreement") is made and
entered into effective as of the 22nd day of June, 1999 by and between FIRST
STERLING BANKS, INC. (the "Company") and _________________, a resident of the
State of Georgia (the "Optionee"). This Option Agreement is entered into by the
Company and the Optionee pursuant to First Sterling Banks, Inc. 1999 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 the Optionee 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 June 21, 2009 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 Optionee 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 Optionee 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
Page 18 of 25
<PAGE>
in cash or by check or shares of the Common Stock previously held by the
Optionee or any contribution which equals in value the Option Price for the
number of Shares specified in such written notice.
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 Optionee or the personal representative of the Optionee shall have
no rights as a stockholder with respect to the Shares covered by the Option
until the Optionee or the personal representative of the Optionee 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
Page 19 of 25
<PAGE>
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.
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
Optionee 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
------------------------------
OPTIONEE:
----------------------------------
Page 20 of 25
<PAGE>
EXHIBIT 5
Opinion and Consent of Miller & Martin LLP
Page 21 of 25
<PAGE>
WRITER'S DIRECT NUMBER
404/962-6406
T. KENNERLY CARROLL, JR. E-MAIL ADDRESS:
ATLANTA OFFICE [email protected]
October 8, 1999
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
RE: FIRST STERLING BANKS, INC. 1999 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 100,000 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. 1999 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 granted in accordance with the Plan.
Page 22 of 25
<PAGE>
First Sterling Banks, Inc.
October 8, 1999
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 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 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.
--------------------------------------
T. Kennerly Carroll, Jr.
Page 23 of 25
<PAGE>
EXHIBIT 23.2
Letter on Unaudited Interim Financial Information and
Consent of Mauldin & Jenkins
Page 24 of 25
<PAGE>
MAULDIN & JENKINS
CPAS & CONSULTANTS
1640 Powers Ferry Road
Building 26
Marietta, Georgia 30067
October 8, 1999
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
RE: LETTER ON UNAUDITED INTERIM FINANCIAL INFORMATION AND CONSENT
OF INDEPENDENT ACCOUNTANTS
Ladies and Gentlemen:
We hereby acknowledge awareness of the use in this Registration
Statement on Form S-8 of a report on unaudited interim financial information.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 4, 1999, in the
1998 Annual Report to stockholders of First Sterling Banks, Inc. appearing in
the Annual Report on Form 10-KSB for the year ended December 31, 1998.
MAULDIN & JENKINS
/s/Mauldin & Jenkins
------------------------
Atlanta, Georgia
Page 25 of 25
