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As filed with the Securities and Exchange Commission on November 7, 2000
REGISTRATION STATEMENT NO. ___
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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FIRST STERLING BANKS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Georgia 58-2104977
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
</TABLE>
676 Chastain Road
Kennesaw, Georgia 30144
(Address and Zip Code of Principal Executive Offices)
----------------------
First Sterling Banks, Inc. 2000 Directors Stock Option Plan
(Full title of the Plan)
Edward C. Milligan
First Sterling Banks, Inc.
P.O. Box 2147
Marietta, Georgia 30061
(770) 422-2888
(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) 962-6406
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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
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<S> <C> <C> <C> <C>
Common Stock, 175,703 $11.625* $2,042,547.38 $539.23
no par value shares
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Page 1 of 25
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*Represents the price per share at which the options may be exercised
under the Directors Stock Option Plan, in accordance with Rule 457(h).
Page 2 of 25
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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, 1999, filed with the Securities and
Exchange Commission on March 30, 2000;
(b) The Registrant's Amendment to Annual Report on Form 10-KSB/A
for its fiscal year ended December 31, 1999, filed with the
Securities and Exchange Commission on June 1, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000, filed with the Securities and Exchange
Commission on May 12, 2000;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000, filed with the Securities and Exchange
Commission on August 14, 2000;
(e) The Registrant's Current Report dated as of May 24, 2000 on
Form 8-K, filed with the Securities and Exchange Commission on
June 1, 2000;
(f) The Registrant's Current Report dated as of May 24, 2000 on
Form 8-K, filed with the Securities and Exchange Commission on
June 7, 2000;
(g) The Registrant's Amendment to Current Report dated as of May
24, 2000 on Form 8-K/A, filed with the Securities and Exchange
Commission on August 8, 2000;
(h) The Registrant's Registration Statement on Form S-4, filed
with the Securities and Exchange Commission on March 31, 2000;
(i) The Registrant's Amendment to Registration Statement on Form
S-4/A, filed with the Securities and Exchange Commission on
April 19, 2000;
(j) 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
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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.
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.
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ITEM 8. EXHIBITS
The following exhibits are filed as part of the Registration Statement:
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EXHIBIT DESCRIPTION
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4.1 First Sterling Banks, Inc. 2000 Directors Stock Option Plan
4.2 Form of First Sterling Banks, Inc. 2000 Directors Stock Option Plan Stock
Option Agreement
5 Opinion and Consent of Miller & Martin LLP
23.1 Consent of Miller & Martin LLP (contained in Exhibit 5)
23.2 Consent of Mauldin & Jenkins, LLC
24 Powers of Attorney (included on page 7)
</TABLE>
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or
the most recent Post-Effective Amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high 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) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement
Page 5 of 25
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or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of 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 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
Page 6 of 25
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payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kennesaw, State of Georgia, on the 11th day of
October, 2000.
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FIRST STERLING BANKS, INC.
BY: /s/ Edward C. Milligan
-------------------------------
Edward C. Milligan
President and Chief Executive Officer
</TABLE>
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Edward C. Milligan President, Chief Executive 10-11-00
------------------------- Officer and Director
Edward C. Milligan
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Page 7 of 25
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Barbara J. Bond Secretary (Principal financial 10-11-00
-------------------------- and accounting officer)
Barbara J. Bond
/s/ Eugene L. Argo Director 10-11-00
--------------------------
Eugene L. Argo
/s/ Robert R. Fowler, III Director 10-11-00
--------------------------
Robert R. Fowler, III
/s/ Sam B. Hay, III Director 10-11-00
--------------------------
Sam B. Hay, III
/s/ P. Harris Hines Director 10/11/2000
--------------------------
P. Harris Hines
/s/ Harry L. Hudson, Jr. Director 10-11-00
--------------------------
Harry L. Hudson, Jr.
/s/ C. Candler Hunt Director 10-11-00
--------------------------
C. Candler Hunt
/s/ Frank B. Turner Director Oct. 11, 2000
--------------------------
Frank B. Turner
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INDEX TO EXHIBITS
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<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ------------
<S> <C> <C>
4.1 First Sterling Banks, Inc. 2000 Directors Stock
Option Plan 10
4.2 Form of First Sterling Banks, Inc. 2000 Directors
Stock Option Plan Stock Option Agreement 16
5 Opinion and Consent of Miller & Martin LLP 21
23.1 Consent of Miller & Martin LLP (contained in Exhibit 5) 21
23.2 Consent of Mauldin & Jenkins, LLC 24
24 Powers of Attorney (included on page 7) 7
</TABLE>
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