<PAGE>
As filed with the Securities and Exchange Commission on May 27, 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. Assumption of Options Granted Under the Georgia
Bancshares, Inc. Employee Incentive 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, 7,651 $6.45* $49,355 $13.72
no par value shares
</TABLE>
1 of 43 Pages
<PAGE>
*Represents average under incentive stock option plan of the following:
3,026 shares with option price of $5.00 per share and 4,625 shares with option
price of $7.40 per share.
2 of 43 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, 1998;
(b) The Registrant's Quarterly Report for the quarter ended March
31, 1999;
(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 (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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
3 of 43 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 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:
EXHIBIT DESCRIPTION
4.1 Option Assumption Agreement Between First Sterling
Banks, Inc. and Option Holders in the Georgia
Bancshares, Inc. Directors Stock Option Plan and the
Georgia Bancshares, Inc. Employee Incentive Stock
Option Plan
4.2 Georgia Bancshares, Inc. Employee Incentive Stock
Option Plan (contained in Exhibit 4.1)
4.3 Form of Georgia Bancshares, Inc. Employee Incentive
Stock Option Agreement
5 Opinion and Consent of Miller & Martin LLP
23.1 Consent of Miller & Martin LLP (contained in Exhibit
5)
23.2 Letter on Unaudited Interim Financial Information
and Consent of Mauldin & Jenkins
4 of 43 Pages
<PAGE>
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.
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.
5 of 43 Pages
<PAGE>
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 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
6 of 43 Pages
<PAGE>
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 24 day of May, 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 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 5/24/99
- -------------------------- Officer and Director -------------
Edward C. Milligan
SIGNATURE TITLE DATE
/s/ Barbara J. Bond Secretary (Principal financial 5/24/99
- -------------------------- and accounting officer) -------------
Barbara J. Bond
</TABLE>
7 of 43 Pages
<PAGE>
<TABLE>
<S> <C> <C>
/s/ P. Harris Hines Director 5/26/99
- -------------------------- -------------
P. Harris Hines
/s/ Harry L. Hudson, Jr. Director 5/26/99
- -------------------------- -------------
Harry L. Hudson, Jr.
/s/ John S. Thibadeau, Jr. Director 5/26/99
- -------------------------- -------------
John S. Thibadeau, Jr.
/s/ Benjamin H. Wofford Director 5/26/99
- -------------------------- -------------
Benjamin H. Wofford
/s/ Eugene L. Argo Director 5/26/99
- -------------------------- -------------
Eugene L. Argo
/s/ Ted A. Murphy Director 5/26/99
- -------------------------- -------------
Ted A. Murphy
/s/ James L. Armstrong, Jr. Director 5/26/99
- -------------------------- -------------
James L. Armstrong, Jr.
/s/ Christopher H. Burnett Director 5/26/99
- -------------------------- -------------
Christopher H. Burnett
</TABLE>
8 of 43 Pages
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
<S> <C> <C>
4.1 Option Assumption Agreement Between
First Sterling Banks, Inc. and Option Holders
in the Georgia Bancshares, Inc. Directors Stock
Option Plan and the Georgia Bancshares, Inc.
Employee Incentive Stock Option Plan 11
4.2 Georgia Bancshares, Inc. Employee Incentive
Stock Option Plan (contained in Exhibit 4.1) 25
4.3 Form of Georgia Bancshares, Inc. Employee
Incentive Stock Option Agreement 33
5 Opinion and Consent of Miller & Martin LLP 40
23.1 Consent of Miller & Martin LLP (contained in Exhibit 5) 40
23.2 Letter on Unaudited Interim Financial Information
and Consent of Mauldin & Jenkins 43
24 Powers of Attorney (included on page 7) 7
</TABLE>
9 of 43 Pages
<PAGE>
EXHIBIT 4.1
Option Assumption Agreement Between First Sterling Banks, Inc. and
Option Holders in the Georgia Bancshares, Inc. Directors Stock Option
Plan and the Georgia Bancshares, Inc. Employee Incentive
Stock Option Plan
10 of 43 Pages
<PAGE>
OPTION ASSUMPTION AGREEMENT
Pursuant to and in accordance with the terms and provisions of Section
2.3 of that certain Merger Agreement (the "Merger Agreement") dated December 30,
1998, between First Sterling Banks, Inc. ("FSLB") and Georgia Bancshares, Inc.
("GABS"), each GABS Option (as defined in the Merger Agreement and as set forth
on Schedule 1 hereto) and the GABS Stock Option Plans, copies of which are
attached hereto as Schedules 2.1 and 2.2, are hereby assumed by FSLB in
accordance with the terms of the particular GABS Stock Option Plan under which
such GABS Options were issued and the stock option agreement by which such GABS
Options are evidenced. As provided in the Merger Agreement, from and after the
time that the Merger is consummated, (i) each GABS Option assumed by FSLB may be
exercised solely for FSLB Stock, (ii) the number of shares of FSLB Stock (as
defined in the Merger Agreement) subject to each GABS Option shall be equal to
the number of GABS Stock subject to such GABS Option immediately prior to the
time of consummation of the Merger, and (iii) the per share exercise price under
each such GABS Option shall be equal to the exercise price of such GABS Option
immediately prior to the time of the consummation of the Merger.
Each undersigned holder of GABS Options acknowledges and agrees that
the number of shares of FSLB Stock subject to the GABS Options of such holder
assumed hereunder and the per share exercise price applicable thereto are as set
forth on Schedule 1 hereto.
Dated effective as of the 23rd day of April, 1999.
FIRST STERLING BANKS, INC.
By:/s/ Edward C. Milligan
------------------------------------------------
Edward C. Milligan
Chairman, President and CEO
OPTION HOLDERS
/s/ Eugene Argo
------------------------------------------------
Eugene Argo
/s/ James Armstrong
------------------------------------------------
James Armstrong
[Signatures Continue on Next Page]
11 of 43 Pages
<PAGE>
[Continued From Preceding Page]
/s/ Thomas Carnes
------------------------------------------------
Thomas Carnes
/s/ Jerome Merlin By Sylvia J. Merlin, Executrix
------------------------------------------------
Jerome Merlin
/s/ Dean T. Teusaw
------------------------------------------------
Dean T. Teusaw
/S/ Ted A. Murphy
------------------------------------------------
Ted A. Murphy
/s/ Hugh Norton
------------------------------------------------
Hugh Norton
/s/ Buddy Pittard
------------------------------------------------
Buddy Pittard
/s/ David L. Edgar
------------------------------------------------
David L. Edgar
/s/ William Scott Hudgins
------------------------------------------------
William Scott Hudgins
/s/ Tena S. Jones
------------------------------------------------
Tena S. Jones
/s/ Gloria Danley
------------------------------------------------
Gloria Danley
[Signatures Continue on Next Page]
12 of 43 Pages
<PAGE>
[Continued From Preceding Page]
/s/ Rodney Torbush
------------------------------------------------
Rodney Torbush
/s/ John Regan
------------------------------------------------
John Regan
/s/ Helen Morgan
------------------------------------------------
Helen Morgan
/s/ Terence Lewis
------------------------------------------------
Terence Lewis
/s/ Alice Conklin
------------------------------------------------
Alice Conklin
/s/ Alice Ojwang
------------------------------------------------
Alice Ojwang
/s/ Annette M. Raymond
------------------------------------------------
Annette M. Raymond
/s/ Bobbie Lynn Wright
------------------------------------------------
Bobbie Lynn Wright
/s/ Cathy Johnson
------------------------------------------------
Cathy Johnson
[Signatures Continue on Next Page]
13 of 43 Pages
<PAGE>
[Continued From Preceding Page]
/s/ Debra Okun
------------------------------------------------
Debra Okun
/s/ Elizabeth Woodruff
------------------------------------------------
Elizabeth Woodruff
/s/ Gerald P. Lumus
------------------------------------------------
Gerald P. Lumus
/s/ Judy Reyes
------------------------------------------------
Judy Reyes
/s/ Raymond E. Cain
------------------------------------------------
Raymond E. Cain
/s/ Sophia Willis
------------------------------------------------
Sophia Willis
14 of 43 Pages
<PAGE>
SCHEDULE 1
15 of 43 Pages
<PAGE>
STOCK OPTIONS ASSUMED
<TABLE>
<CAPTION>
NUMBER OF OPTION EXERCISE
SHARES PRICE
(PRE- AND (PER SHARE PRE- AND
DATE POST MERGER) POST-MERGER)
ISSUED EXPIRES
DIRECTORS STOCK OPTION
PLAN:
<S> <C> <C> <C> <C>
EUGENE ARGO 6/1/96 2,038 3.92 6/1/06
JAMES ARMSTRONG 6/1/96 2,038 3.92 6/1/06
THOMAS CARNES 6/1/96 2,038 3.92 6/1/06
JEROME MERLIN 6/1/96 2,038 3.92 6/1/06
DEAN T. TEUSAW 6/1/96 2,038 3.92 6/1/06
TED MURPHY 6/1/96 2,038 3.92 6/1/06
HUGH NORTON 6/1/96 2,038 3.92 6/1/06
EUGENE ARGO 6/1/97 2,038 4.17 6/1/07
JAMES ARMSTRONG 6/1/97 2,038 4.17 6/1/07
THOMAS CARNES 6/1/97 2,038 4.17 6/1/07
DEAN T. TEUSAW 6/1/97 2,038 4.17 6/1/07
TED MURPHY 6/1/97 2,038 4.17 6/1/07
HUGH NORTON 6/1/97 2,038 4.17 6/1/07
EUGENE ARGO 6/1/98 2,038 4.55 6/1/08
JAMES ARMSTRONG 6/1/98 2,038 4.55 6/1/08
THOMAS CARNES 6/1/98 2,038 4.55 6/1/08
TED MURPHY 6/1/98 2,038 4.55 6/1/08
HUGH NORTON 6/1/98 2,038 4.55 6/1/08
BUDDY PITTARD 6/1/98 2,038 4.55 6/1/08
DEAN T. TEUSAW 6/1/98 2,038 4.55 6/1/08
GABS EMPLOYEE INCENTIVE
STOCK OPTION PLAN:
TED A. MURPHY 6/1/97 1,250 5.00 6/1/07
DAVID L. EDGAR 6/1/97 563 5.00 6/1/07
WILLIAM SCOTT HUDGINS 6/1/97 425 5.00 6/1/07
TENA S. JONES 6/1/97 350 5.00 6/1/07
GLORIA DANLEY 6/1/97 250 5.00 6/1/07
RODNEY TORBUSH 6/1/97 188 5.00 6/1/07
JOHN REGAN 6/1/98 125 7.40 6/1/08
DAVID L. EDGAR 6/1/98 575 7.40 6/1/08
</TABLE>
16 of 43 Pages
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF OPTION EXERCISE
SHARES PRICE
(PRE- AND (PER SHARE PRE- AND
DATE POST MERGER) POST-MERGER)
ISSUED EXPIRES
<S> <C> <C> <C> <C>
HELEN MORGAN 6/1/98 125 7.40 6/1/08
TERENCE LEWIS 6/1/98 250 7.40 6/1/08
WILLIAM SCOTT HUDGINS 6/1/98 325 7.40 6/1/08
TENA S. JONES 6/1/98 375 7.40 6/1/08
TED A. MURPHY 6/1/98 1,250 7.40 6/1/08
ALICE CONKLIN 6/1/98 250 7.40 6/1/08
ALICE OJWANG 6/1/98 125 7.40 6/1/08
ANNETTE M. RAYMOND 6/1/98 125 7.40 6/1/08
BOBBIE LYNN WRIGHT 6/1/98 75 7.40 6/1/08
CATHY JOHNSON 6/1/98 125 7.40 6/1/08
DEBRA OKUN 6/1/98 75 7.40 6/1/08
ELIZABETH WOODRUFF 6/1/98 75 7.40 6/1/08
GERALD P. LUMUS 6/1/98 75 7.40 6/1/08
GLORIA DANLEY 6/1/98 200 7.40 6/1/08
JUDY REYES 6/1/98 125 7.40 6/1/08
RAYMOND E. CAIN 6/1/98 75 7.40 6/1/08
RODNEY TORBUSH 6/1/98 200 7.40 6/1/08
SOPHIA WILLIS 6/1/98 75 7.40 6/1/08
TOTAL 48,411
</TABLE>
17 of 43 Pages
<PAGE>
SCHEDULE 2.1
18 of 43 Pages
<PAGE>
GEORGIA BANCSHARES, INC.
DIRECTORS STOCK OPTION PLAN
1. PURPOSE.
This Directors Stock Option Plan (the "Plan") of Georgia Bancshares,
Inc. (the "Company ") is intended to promote the best interests of the Company
and its shareholders by rewarding long-term and continued active service of the
members of the Board of Directors (the "Board") of the Company. Unless otherwise
indicated by the context herein, reference to the "Company" includes the Company
and its subsidiaries.
2. EFFECTIVE DATE AND TERM OF PLAN.
The Plan shall become effective upon such date as it may be approved by
the shareholders of the Company and shall remain in effect for seven years from
the date on which it is so approved or until termination by the Board, whichever
occurs first.
3. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Board and, subject to
the provisions of this Plan, the Board shall have full and
final authority to interpret the Plan, adopt, amend and
rescind rules and regulations relating to the Plan, and make
all other determinations and take all other actions necessary
and advisable for the administration of the Plan.
(b) The Board shall act by a majority of its members then in
office. Decisions and determinations of the Board on all
matters relating to the Plan shall be in its sole discretion
and shall be conclusive. No member of the Board shall be
liable for any action taken or decision made in good faith
relating to this Plan or any grant hereunder.
4. STOCK SUBJECT TO THE PLAN.
There are authorized for issuance and delivery by exercise of options
to be granted under the Plan an aggregate of 40,000 shares of the Company's
common stock (the "Common Stock"), subject to adjustment as provided in this
Plan. If any option issued under this Plan shall expire, terminate or be
canceled for any reason prior to its exercise in full, then the shares of Common
Stock subject to such option shall be added to the shares of Common Stock
otherwise available for issuance pursuant to the exercise of options under the
Plan.
19 of 43 Pages
<PAGE>
5. TERMS AND CONDITIONS OF STOCK OPTIONS.
Each option granted under the Plan shall be evidenced by an option
agreement in such form, not inconsistent with this Plan, as the Board shall
approve from time to time, which option agreement shall comply with and be
subject to the following terms and conditions.
(a) ELIGIBILITY. All directors of the Company are eligible to
receive options under the Plan.
(b) ANNUAL OPTION GRANTS. Commencing on June 1, 1996, and annually
thereafter on such date during the term of this Plan, each
director who attended, during the previous fiscal year, at
least 75% of the meetings of the Company's Board and
committees for which such director was a member (unless a
majority of the entire Board of Directors determines to excuse
for good cause such lack of attendance), shall be granted on
such date an option to purchase 815 shares of Common Stock (or
such pro rata number of shares as remain available under this
Plan, if less than 815) for such Board service.
Notwithstanding the foregoing, these options may be
relinquished for the previous year upon the vote of two-thirds
of the entire Board of Directors.
(c) OPTION EXERCISE PRICE. The option exercise price for each
option granted under the Plan shall be the book value per
share as of December 31 of the fiscal year for which the
option was granted. "Book Value" for purposes of this Plan
shall be determined by the Company's independent certified
public accountants and such calculations shall be deemed
conclusive for purposes of this Plan.
(d) EXERCISE OF OPTION. Options may be exercised only by written
notice to the Company, accompanied by payment, in cash or
check payable to the Company, of the full exercise price for
the shares as to which they are exercised.
(e) TERM. An option granted under the Plan shall not be
exercisable after the expiration of ten years from the date of
grant.
(f) TERMINATION OF SERVICE. The options granted under this Plan
shall not be subject to earlier termination in the event of
the cessation for any reason of a recipient's service on the
Board.
(g) NONTRANSFERABILITY. An option granted under this Plan shall be
transferable only by will or by applicable laws of descent and
distribution and during a recipient's lifetime shall be
exercisable only by the recipient to whom the option is
granted. Except as permitted by the preceding sentence, each
option granted under this Plan shall not be transferred,
assigned, pledged or hypothecated in any way (whether by
operation of law or otherwise) and the option shall not be
subject to execution, attachment or civil process. Any attempt
to
20 of 43 Pages
<PAGE>
transfer, assign, pledge, hypothecate or otherwise dispose of
any option contrary to the provisions of the Plan or upon the
levy or any attachment or similar process upon such option,
the option shall immediately become null and void. No shares
obtained upon the exercise of an option may be sold or
otherwise disposed of prior to six months after the date the
respective option is granted.
(h) Each option agreement may contain such other terms and
conditions not inconsistent with the provisions of the Plan as
the Board may deem appropriate from time to time.
6. STOCK ADJUSTMENTS; CHANGES IN CAPITALIZATION.
In the event the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities or if additional shares or other property (other than ordinary cash
dividends) are distributed with respect to the shares of Common Stock or other
securities, through merger, consolidation, sale of all or substantially all of
the assets of the Company, reorganization, recapitalization, reclassification,
dividend, stock split, reverse stock split, spin off, split off or other
distribution with respect to such shares of Common Stock, or other securities,
an appropriate and proportionate adjustment shall be made in (i) the maximum
number and kind of shares of Common Stock reserved for issuance under the Plan,
(ii) the number and kind of shares or other securities subject to the then
outstanding options under the Plan, and (iii) the price for each share subject
to any then outstanding options of the Plan. No fractional shares will be issued
under the Plan on account of any such adjustment.
7. CHANGE IN CONTROL.
Notwithstanding the provisions of Section 5(b) of this Plan, if there
occurs a "Change in Control," as hereinafter defined, there shall be granted to
each member of the Board of Directors who was in office after the most recent
meeting of shareholders at which directors were elected that preceded such
Change in Control and who was not thereafter removed from the Board for cause an
option exercisable with respect to each such director's pro rata share of any
remaining Common Stock not subject to previously granted options under the Plan,
I.E., each such director shall be deemed to have been granted an option to
purchase an amount of shares of Common Stock equal to the remaining shares of
Common Stock available for option under the terms of this Plan divided by the
number of directors serving on the Board at the time rounded downward to the
closest whole number of shares. Further, notwithstanding any provisions of this
Plan to the contrary or the provisions of any outstanding option agreement
regarding exercisability, each of the options deemed to be granted hereunder and
each outstanding option granted previously under the Plan shall become
exercisable immediately in full for the aggregate number of shares covered
thereby in the event of a Change in Control. The grant of options pursuant to
this Section 7 may be cancelled or conditioned by the affirmative vote or
written consent of a majority of the members of the Board of Directors who were
in office after the most recent meeting of shareholders at which directors were
elected that preceded the respective Change in Control and who were not
thereafter removed from the Board for cause. For the purposes of this Section 7,
the term "Change of Control" shall mean any event
21 of 43 Pages
<PAGE>
whereby (i) the Board (or, if the approval of the Board is not required as a
matter of law, the shareholders of the Company) shall approve (a) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
would be converted to cash, securities or other property, other than a merger of
the Company in which the holders of Common Stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (b) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, the assets of the Company, or (c) the adoption of a plan
or proposal for the liquidation or dissolution of the Company, or (ii) any
person (as such term is defined in Section 13(d) of the Securities Exchange Act
of 1934), corporation or other entity other than the Company shall make a tender
offer or exchange offer to acquire any Common Stock (or securities convertible
into Common Stock) for cash, securities or any other consideration; provided,
that after consummation of such offer, the person, corporation or other entity
in question would be the "beneficial owner" (as such term is defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934), directly or
indirectly, of 25% or more of the outstanding Common Stock (calculated as
provided in Rule 13d-3(d) in the case of rights to acquire Common Stock), or
(iii) in the opinion of the Board of Directors such event is likely to lead to
changes in control of the ownership of Common Stock. Upon the occurrence of a
Change in Control, and the Board's direction to immediately grant options, the
Company shall furnish each option recipient of the deemed grant of options
pursuant to this Section 7 and to each recipient of previously granted options a
notice setting forth the nature of the Change in Control and the requirement
that each holder of an option purchase, within ten days from actual receipt of
such notice, all or any portion of the shares of Common Stock which are subject
to his or her option pursuant to the other terms and conditions hereof, and any
such option that remains unexercised, whether deemed to be granted under this
Section 7 or previously outstanding, shall terminate as to any balance remaining
of unacquired shares as of the eleventh day from the date of such actual receipt
of notice.
8. LIMITATION OF RIGHTS.
(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the
granting of any options, nor any other action taken pursuant
to the Plan, shall constitute evidence of any agreement or
understanding, express or implied, that the Company will
retain a recipient as a director for any period of time, or at
any particular rate of compensation.
(b) NO STOCKHOLDER'S RIGHTS FOR OPTIONS. The holder of any options
granted under the Plan shall have no rights as a stockholder
with respect to the shares of Common Stock covered by such
options until the date of the issuance to such holder of a
stock certificate therefor, and no adjustment shall be made
for dividends or other rights for which the record date is
prior to the date such certificate is issued.
22 of 43 Pages
<PAGE>
9. WITHHOLDING TAXES.
Whatever shares of Common Stock are to be issued and delivered under
the Plan, the Board shall have the right, at or prior to the delivery of any
certificate or certificates for such shares, to require the recipient to remit
to the Company, in the form of cash or check payable to the order of the
Company, an amount sufficient to satisfy withholding requirements with respect
to federal, state and local income and employment taxes.
10. AMENDMENT, MODIFICATION AND TERMINATION.
The Board at any time may terminate and in any respect amend or modify
the Plan; provided, however, that no action by the Board, without approval of
the Company's shareholders may (except as otherwise provided in Section 6
hereof), (i) increase the total number of shares of Common Stock available under
the Plan in the aggregate, (ii) extend the period during which any option may be
exercised, (iii) extend the term of the Plan, (iv) change the option price or
(v) alter the class of persons eligible to receive options under the Plan. No
amendment, modification or termination of the Plan shall in any manner adversely
affect the rights of any recipient with respect to any option previously
granted.
11. NOTICES.
All notices or other communications hereunder must be in writing and
will be deemed given on the date delivered if delivered in person, or on the
third business day after mailed by depositing the same postage prepaid in a post
office addressed to the Company at its principal office and to any other person
at their last known address furnished to the Company.
23 of 43 Pages
<PAGE>
SCHEDULE 2.2
24 of 43 Pages
<PAGE>
GEORGIA BANCSHARES, INC.
EMPLOYEE INCENTIVE STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
This Employee Incentive Stock Option Plan (the "Plan") for
GEORGIA BANCSHARES, INC. (the "Company") is intended to encourage valued
employees of the Company to develop a proprietary interest in the success of the
Company, and to attract and retain such employees of the Company. Unless
otherwise indicated by the context, reference to the "Company" includes the
Company and any subsidiary.
2. ADMINISTRATION OF THE PLAN.
2.1 The Board of Directors shall appoint a Stock Option Plan
Committee (the "Committee") which shall administer the Plan. The Committee shall
consist of not less than three (3) members of the Board of Directors; provided,
however, that each member of the Committee shall not at any time within one year
prior to his service as an administrator of the Plan or during such service have
received a grant or award of equity securities pursuant to the Plan.
Subject to the provisions of this Plan, the Committee shall
have full authority, in its discretion: (i) to determine from the eligible
employees of the Company and any subsidiary those employees to whom options will
be granted; (ii) to determine when such options shall be granted; (iii) to
determine the option price of the shares subject to each option, which price
shall not be less than the minimum specified in Section 6 hereof; (iv) to
determine when each option shall become exercisable and the duration of the
exercise period; and (v) to interpret the Plan and to prescribe, and rescind
rules and regulations relating to it.
2.2 Determinations or interpretations by the Committee of any
provisions of the Plan, or of any option granted under it, shall be final. No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted under it.
3. TYPES OF OPTIONS.
The options granted under this Plan to any eligible person may
be either "Incentive Stock Options", as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), or "Nonqualified Stock Options",
which are not Incentive Stock Options. The options granted under this Plan shall
be designated as either Incentive Stock Options or Nonqualified Stock Options.
25 of 43 Pages
<PAGE>
4. ELIGIBILITY.
4.1 All regularly employed employees of the Company or any
subsidiary (as defined in Code Section 424(f)), including officers and directors
who are such employees, shall be eligible to participate in this Plan.
4.2 No option may be granted to any employee who owns stock
possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any subsidiary, unless the option price is
fixed and not less than 110 % of the fair market value of the stock, subject to
the option at the time such option is granted, and, notwithstanding the
provisions of Section 7 hereof, the exercise period is limited to not more then
five (5) years from the date such option is granted. For purposes of the
immediately preceding sentence, a person shall be considered as owning the stock
owned directly or indirectly by or for his brothers and sisters, whether by the
whole or half blood, spouse, ancestors, and lineal descendants; and the stock
owned directly or indirectly by a corporation, partnership, estate or trust
shall be considered as being owned proportionately by its shareholders,
partners, or beneficiaries.
4.3 The aggregate fair market value (determined as of the time
the option is granted) of the common stock with respect to which Incentive Stock
Options are exercisable for the first time by any employee during any calendar
year shall not exceed $100,000.
5. STOCK SUBJECT TO THE PLAN.
The stock subject to the options granted under the Plan shall
be shares of the Company's common stock which are authorized but unissued or
reacquired by the Company, or any authorized but unissued or reacquired shares
into which such shares of common stock are exchanged, reclassified or converted.
Subject to adjustment as provided in Section 13 hereof, the aggregate number of
shares for which options may be granted under the Plan shall not exceed Forty
Thousand (40,000). However, any shares subject to option under the Plan, which
option for any reason expires or is terminated unexercised as to such shares,
may again be subject to an option under the Plan.
6. OPTION PRICE.
6.1 The exercise price for each option granted under this Plan
shall be determined by the Committee at the time the option is granted, but in
no event shall such exercise price be less than 100% of the fair market value of
the Company's common stock on the date of grant.
6.2 If the stock is listed on an established stock exchange on
the date any option is granted, the fair market value of the stock on that date
shall be deemed to be the mean between the highest and lowest quoted selling
prices of the stock on such stock exchange on that date, or if no sale of the
Company's stock shall have been made on any stock exchange on that date, on the
next preceding day on which there was a sale of stock. If the stock is not
listed on an established stock exchange on the date any
26 of 43 Pages
<PAGE>
option is granted, the fair market value of the stock on that date shall be
deemed to be either (i) if the stock is not actively traded in the
over-the-counter market, an amount arrived at by the Committee by applying any
reasonable valuation method; or (ii) if the stock is actively traded in the
over-the-counter market, the mean between dealer "bid" and "ask" closing prices
of the stock in the over-the-counter market on that date as reported by the
National Association of Securities Dealers Automated Quotation System.
7. TERM OF THE OPTIONS.
The term of each option shall be determined by the Committee
at the time the option is granted; provided, however, that no option shall be
exercisable after the expiration of ten (10) years from the date of grant and
all options shall be subject to earlier termination as hereinafter provided.
8. EXERCISE OF OPTION.
The time at which or the event upon the happening of which
each option granted hereunder becomes exercisable, in whole or in part, shall be
determined by the Committee at the time the option is granted.
9. DATE OF GRANT AND FORM OF AGREEMENT.
Each option granted under this Plan, unless otherwise
specifically indicated, shall be granted as of the date of the Committee
resolution granting the option. The Committee shall notify the recipient of the
grant in writing delivered either in person or by certified mail. The
notification shall serve as the option agreement and shall contain a summary of
the essential terms and conditions of the Plan and a complete statement of the
particular terms and conditions of the options represented thereby. Any
inconsistencies between the terms of the Plan and the terms of the option
agreement shall be governed by the terms of the Plan.
10. MANNER OF EXERCISE.
10. 1 Any person electing to exercise, in whole or in part,
any option granted under the Plan shall give written notice to the Company of
his election and of the number of whole shares he has elected to purchase, such
notice to be accompanied with payment in full.
10.2 Payment for shares being purchased pursuant to the
exercise of an option shall be made in cash, by certified check, by shares of
common stock of the Company or by a combination thereof. Any stock transferred
to the Company under the exercise of an option shall be valued in the same
manner as provided for in Section 6.2 hereof with the exception that the value
shall be determined as of the date of exercise rather than the date the option
is granted.
27 of 43 Pages
<PAGE>
10.3 The Company shall not be required to issue fractional
shares in the exercise of any option granted under this Plan, and any fractional
shares otherwise issuable on the exercise of any such option shall be
disregarded.
11. RESTRICTION ON TRANSFER.
Each option granted under this Plan shall be transferable only
by will or pursuant to applicable laws of descent and distribution and during
his lifetime shall be exercisable only by the employee to whom the option is
granted. Except as permitted by the preceding sentence, the option granted under
this Plan shall not be transferred, assigned, pledged, or hypothecated in any
way (whether by operation of law or otherwise) and the option shall not be
subject to execution, attachment or similar process. Any attempt to transfer,
assign, pledge, hypothecate, or otherwise dispose of any option contrary to the
provisions of the Plan, or upon the levy or any attachment or similar process
upon such option, the option shall immediately become null and void. In the
event the employee is (a) directly or indirectly the beneficial owner of more
than 10% of any class of any equity security of the Company, or (b) a director
or officer of the Company, no shares obtained upon the exercise of an option may
be sold or otherwise disposed of prior to six months after the date the
respective option is granted.
12. TERMINATION OF EMPLOYMENT.
12.1 If the employment of an employee with the Company or any
subsidiary terminates for any reason other than death or disability, any options
granted to the employee under this Plan which have not been exercised shall
automatically terminate on the effective date of the employee's termination of
employment; provided, however, the Committee reserves the right to grant, in
writing, to an employee the right to exercise any options granted under this
Plan for a period not to exceed ninety (90) days from the date of such
termination, to the extent of the number of shares which were purchasable
thereunder at the date of such termination. The transfer of an employee from the
Company to any subsidiary or vice versa, or from one subsidiary to another
subsidiary, shall not be deemed a termination of employment for purposes of the
Plan.
12.2 In the event of the death of an employee, any option held
by him at the time of the death shall become fully exercisable, shall be
transferred as provided in his will or as determined by applicable laws of
descent and distribution, and may be exercised, in whole or in part, by the
estate of the employee, or any person that acquired the option by such bequest
or inheritance from the employee, at any time or from time to time on or before
the earlier of one year after the date of death or the expiration date
prescribed in the option agreement. In the event that an employee becomes
permanently and totally disabled (as determined by the Committee in its sole
discretion), any option held by him on the date of disability (such date to be
determined by the Committee in its sole discretion) shall become fully
exercisable and may be exercised in whole or in part, by the employee or his
duly appointed guardian or conservator at any time or from time to time, on or
before the earlier of one year after the date of disability or the expiration
date prescribed in the option agreement.
28 of 43 Pages
<PAGE>
13. ADJUSTMENTS DUE TO CERTAIN EVENTS.
13. 1 In the event that there is a change in the common stock
of the Company by reason of dividends paid in shares of common stock,
combination or reclassification of shares, recapitalization, stock split,
merger, consolidation or otherwise, the Committee shall make such adjustment, if
any, as it may deem equitable in the number and kind of shares which may become
subject to options to be granted under the Plan, in the number and kind of
shares covered by options theretofore granted, or in the exercise price of
shares covered by any such option.
13.2 Upon the complete liquidation of the Company, other than
pursuant to a plan of reorganization, any unexercised options granted under this
Plan shall be canceled. In the event of the complete liquidation of any
subsidiary employing the employee or in the event such subsidiary ceases to be a
subsidiary, any unexercised part of any option granted shall be canceled unless
the employee shall be become employed by the Company or another subsidiary
concurrently with such event.
14. CHANGE IN CONTROL.
Notwithstanding the provisions of the Plan or the provisions
of any option agreement regarding exercisability of an option, the Company shall
have the right, exercisable in its sole discretion by notice to employee, to
require employee to purchase, within ten (10) days from the date of such notice,
all or any portion of the shares which are subject to the option pursuant to the
other terms and conditions hereof, and the option shall terminate as to any
balance remaining of the shares as of the eleventh (1lth) day from the date of
such notice, in the event (i) the Board (or, if the approval of the Board is not
required as a matter of law, the shareholders of the Company) shall approve (a)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of common stock
would be converted to cash, securities or other property, other than a merger of
the Company in which the holders of common stock immediately prior to the merger
have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (b) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, the assets of the Company, or (c) the adoption of a plan
or proposal for the liquidation or dissolution of the Company, or (ii) any
person (as such term is defined in Section 13(d) of the Securities Exchange Act
of 1934), corporation or other entity other than the Company shall make a tender
offer or exchange offer to acquire any common stock (or securities convertible
into common stock) for cash, securities or any other consideration, provided
that (a) at least a portion of such securities sought pursuant to the offer in
question is acquired and (b) after consummation of such offer, the person,
corporation or other entity in question is the "beneficial owner" (as such term
is defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934),
directly or indirectly, of 50% or more of the outstanding common stock
(calculated as provided in Rule 13d-3(d) in the case of rights to acquire common
stock).
29 of 43 Pages
<PAGE>
15. RIGHTS AS A STOCKHOLDER.
An employee shall not by reason of the Plan or any option
granted pursuant to the Plan have any rights of a stockholder of the Company
unless shares have been issued and a certificate therefor has been delivered to
him. Nothing in the Plan or any option granted hereunder shall (i) confer upon
any employee any right to continue in the employ of the Company or (ii)
interfere in any way with the right of the Company to terminate the employment
of any employee.
16. LISTING AND REGISTRATION OF SHARES.
Each option shall be subject to the requirement that if at any
time the Committee shall determine that the listing, registration, or
qualification of the shares covered thereby upon any securities exchange or
under any federal or state law or the consent or approval of any governmental
regulatory body, is necessary or desirable as the condition of, or in connection
with, the granting of any such option or the issue or purchase of shares
thereunder, such 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
Committee. In this regard, the Committee may impose such conditions upon the
exercise of any option granted under the Plan as it may deem necessary or
advisable to assure compliance with such laws, rules and regulations.
17. AMENDMENT OR TERMINATION OF THE PLAN.
The Board of Directors may, without further stockholder
approval, amend or discontinue this Plan at any time, provided that no
unexercised option granted under this Plan may be altered or canceled, except in
accordance with its terms or as otherwise provided in Section 13 hereunder,
without the written consent of the participant to whom such option was granted;
and further provided that without the approval of the stockholders, no amendment
may (i) increase the maximum number of shares for which options may be granted
under the Plan (except in accordance with Section 13 hereunder), (ii) permit the
grant of options under the Plan after the expiration date of the Plan, (iii)
change the designation of the class of employees eligible to receive options
under the Plan, or (iv) materially increase the benefits accruing to eligible
employees.
18. TAX WITHHOLDING.
Whatever shares of common stock are to be issued and delivered
under the Plan, the Board shall have the right, at or prior to the delivery of
any certificate or certificates for such shares, to require the recipient to
remit to the Company an amount sufficient to satisfy withholding requirements
with respect to federal, state, and local income and employment taxes.
30 of 43 Pages
<PAGE>
19. TERM OF THE PLAN.
This Plan shall become effective on the earlier of the date of
its adoption by the Board of Directors of the Company or its approval by the
stockholders of the Company. The Plan shall expire and no options shall be
granted pursuant to the Plan after ten (10) years from the effective date of the
Plan.
20. STOCKHOLDER APPROVAL.
This Plan shall be submitted to the stockholders of the
Company for their approval within twelve (12) months of its adoption by the
Board of Directors. In the event that the stockholder approval is not obtained,
any options theretofore and thereafter granted shall not be Incentive Stock
Options.
21. NOTICES.
All notices or other communications hereunder must be in
writing and will be deemed given on the date delivered if delivered in person,
or on the third business day after mailed by depositing the same postage prepaid
in a post office addressed to the Company at its principal office and to any
other person at their last known addressed furnished to the Company.
IN WITNESS WHEREOF, the Company has executed this instrument
by its officers, duly authorized by its Board of Directors, and affixed its
corporate seal this ____ day of ___________, 199__.
GEORGIA BANCSHARES, INC.
By:
-----------------------------
President
Attest:
-------------------------
Secretary
[CORPORATE SEAL]
31 of 43 Pages
<PAGE>
EXHIBIT 4.3
Form of Georgia Bancshares, Inc. Employee Incentive Stock Option Agreement
32 of 43 Pages
<PAGE>
GEORGIA BANCSHARES, INC.
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
Dear ___________________:
The Board of Directors of Georgia Bancshares, Inc. (the "Company")
hereby notifies you (the "Employee") of the Company's grant to you of an
incentive stock option (the "Option") to purchase shares of the Company's common
stock (the "Stock"), as an employment incentive and to encourage stock ownership
in the Company, on the following terms and conditions:
1. PLAN. This Option is granted pursuant to the provisions of the
Company's Employee Incentive Stock Option Plan (the "Plan")
and the terms and conditions of the Plan are incorporated
herein by reference and made a part hereof. This Option is
subject to, and the Company and the Employee agree to be bound
by, all of the terms and conditions of the Plan under which
this Option was granted as the same shall have been amended
from time to time in accordance with the terms thereof. A copy
of the Plan has been delivered to, and receipt is hereby
acknowledged by, the Employee.
2. OPTION. The Company hereby grants to the Employee the Option
to purchase all or any part of the aggregate of such number of
shares of the Stock subject to the terms and condition of the
Plan and as set forth on EXHIBIT "A" attached hereto and
incorporated herein by reference.
3. NON-TRANSFERABLE OPTION. This Option and all rights hereunder
are neither assignable nor transferable by the Employee
otherwise than by will or under applicable laws of descent and
distribution, and during the Employee's lifetime this Option
is exercisable only by him. Without limiting the generality of
the foregoing, this Option 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.
4. NOTICE OF EXERCISE OF OPTION. This Option may be exercised by
the Employee or by his administrators, executors or personal
representatives by written notice in substantially the form of
"Notice of Exercise" attached hereto as EXHIBIT "B", and
accompanied by a certified or cashier's check payable to the
Company in payment of the Option exercise price applicable to
such Stock as provided herein. Upon receipt of such notice and
accompanying payment, subject to the terms hereof, the Company
shall cause to be issued to the Employee or to his
representatives, executors, or personal representatives, as
the case may be, a certificate(s) for the number of shares of
Stock purchased hereunder which will be registered in the name
of the person exercising this Option.
33 of 43 Pages
<PAGE>
Acceptance by the Employee of the certificate(s) representing
the Stock purchased hereunder shall constitute a confirmation
by the Employee that the representations, warranties,
acknowledgments and agreements made herein shall be true and
correct at that time.
5. RESTRICTIONS ON STOCK TRANSFER. The Employee represents and
warrants to the Company that he will acquire these securities
for his own account, for investment purposes only and not with
a view to sale or distribution thereof, in whole or in part,
and that he has such knowledge and experience in the business
and financial matters of the Company that he is capable of
evaluating the merits and risks of an investment in these
securities. The Employee acknowledges and agrees that these
securities have not been registered under the Securities Act
of 1933 in reliance on an exemption thereunder for
transactions not involving a public offering; that the
undersigned shall have no right to require that the Company
register these securities under the Securities Act of 1933;
and that the Employee can bear the economic risks of the
investment for an indefinite period of time as there may not
be an active public market for these securities.
The following legend shall be placed on the certificate(s)
representing the Stock purchased by the Employee hereunder:
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER FEDERAL
AND STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS (1) EXEMPT UNDER
FEDERAL OR STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER FEDERAL OR STATE SECURITIES LAWS OR THAT IS
OTHERWISE IN COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS
OR (2) UPON RECEIPT OF AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY WITH RESPECT TO COMPLIANCE WITH FEDERAL AND STATE
SECURITIES LAWS.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA
SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED
EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
6. ENTIRE AGREEMENT. Subject to the terms and conditions of the
Plan, which is incorporated herein by reference, this
Agreement expresses the entire understanding and agreement of
the parties hereto.
34 of 43 Pages
<PAGE>
Please execute this Agreement in the space provided below to
evidence your acceptance hereof.
GEORGIA BANCSHARES, INC.
By:
------------------------------
Title:
---------------------------
Date:
----------------------------
READ AND AGREED TO:
- ------------------------------
Employee
Date:
-------------------------
35 of 43 Pages
<PAGE>
EXHIBIT "A "
TO EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
BETWEEN
GEORGIA BANCSHARES, INC.
AND
----------------------------------
1. NUMBER OF SHARES SUBJECT TO OPTION: _______________ (_____) Shares.
2. OPTION EXERCISE PRICE: $______________ per Share.
3. DATE OF GRANT: __________________________
4. OPTION VESTING SCHEDULE
Check one:
( ) Options are exercisable with respect to all Shares on or after
the date hereof.
( ) Options are exercisable with respect to the number of Shares
indicated below on or after the date set next to the number of
Shares:
<TABLE>
<CAPTION>
No. of Shares Vesting Date
------------- ------------
<S> <C>
</TABLE>
5. OPTION EXERCISE PERIOD:
Check one:
( ) All options expire and are void unless exercised on or before
__________________,
( ) Options expire and are void unless exercised on or before the
date indicated next to the number of Shares:
<TABLE>
<CAPTION>
No. of Shares Vesting Date
------------- ---------------
<S> <C>
</TABLE>
36 of 43 Pages
<PAGE>
6. EFFECT OF TERMINATION OF EMPLOYMENT OF EMPLOYEE:
Check one:
( ) Options automatically terminate at the date of termination.
( ) Employee may exercise options for a period of up to three
months from the date of termination, but only to the extent of
the number of shares which could be exercised at such date of
termination.
37 of 43 Pages
<PAGE>
EXHIBIT "B"
NOTICE OF EXERCISE
(TO BE EXECUTED UPON EXERCISE OF STOCK OPTIONS)
TO: Georgia Bancshares, Inc.
The undersigned hereby exercises the right to purchase ______
shares of common stock (the "Shares") covered by the attached Employee Incentive
Stock Option Agreement in accordance with the terms and conditions thereof, and
herewith makes payment of the Option Exercise Price for such Shares in full. The
undersigned hereby directs that the certificates for such Shares be issued in
the name of, and delivered to _________________ whose address is
______________________. If the number of Shares so purchased shall not be all of
the Shares purchasable under such Employee Incentive Stock Option Agreement, a
new Employee Incentive Stock Option Agreement for the balance remaining of the
shares purchasable thereunder shall be issued in the name of and delivered to
the undersigned at the address shown below.
This _______ day of _____________, _________.
--------------------------------------
(Signature must conform in all respects to name
of Employee as specified on the face of the
Employee Incentive Stock Option Agreement)
---------------------------------------
Street Address
---------------------------------------
City State Zip Code
---------------------------------------
Social Security Number
38 of 43 Pages
<PAGE>
EXHIBIT 5
Opinion and Consent of Miller & Martin LLP
39 of 43 Pages
<PAGE>
WRITER'S DIRECT NUMBER
404/962-6406
--------- ---------
T. KENNERLY CARROLL, JR. E-Mail Address:
ATLANTA OFFICE [email protected]
May 27, 1999
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
RE: GEORGIA BANCSHARES, INC. EMPLOYEE INCENTIVE 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 7,651 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 Company's
assumption of the Options issued under the Georgia Bancshares, Inc. Employee
Incentive Stock Option Plan (the "Plan") pursuant to the Option Assumption
Agreement (the "Assumption Agreement") between First Sterling Banks, Inc. and
option holders in the Georgia Bancshares, Inc. Directors Stock Option Plan and
the Georgia Bancshares, Inc. Employee Incentive Stock Option 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.
40 of 43 Pages
<PAGE>
First Sterling Banks, Inc.
May 27, 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 and the Assumption Agreement, 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.
41 of 43 Pages
<PAGE>
EXHIBIT 23.2
Letter on Unaudited Interim Financial Information and
Consent of Mauldin & Jenkins
42 of 43 Pages
<PAGE>
MAULDIN & JENKINS
CPA'S & CONSULTANTS
1640 Powers Ferry Road
Building 26
Marietta, Georgia 30067
May 27, 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
43 of 43 Pages
