<PAGE>
As filed with the Securities and Exchange Commission on August 8, 1996
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GEORGIA BANCSHARES, INC.
(Exact Name of Registrant as Specified In Its Charter)
Georgia 58-2176047
(State of Incorporation) (I.R.S. Employer
Identification No.)
3333 Lawrenceville Highway
Tucker, Georgia 30084
(Address of principal executive office and zip code)
--------------------------------------
GEORGIA BANCSHARES, INC.
DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
--------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Ted A. Murphy With a copy to:
Georgia Bancshares, Inc. Stanley H. Pollock, Esq.
3333 Lawrenceville Highway Gilbert H. Davis, Esq.
Tucker, Georgia 30084 Holland & Knight
(770) 491-3333 Suite 2000
(Name, address and telephone number, including One Atlantic Center
area code, of agent for service) 1201 West Peachtree Street, N.E.
Atlanta, Georgia 30309-3400
(404) 817-8500
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee (2)
- --------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 40,000 shs. $9.80 $392,000 $135.17
====================================================================
</TABLE>
(1) This Registration Statement also covers such indeterminable number of
additional shares of Common Stock as may become deliverable as a result of
future adjustments in accordance with the terms of the Georgia Bancshares,
Inc. Directors Stock Option Plan.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the book value of the Common
Stock of Georgia Bancshares, Inc. (the "Company") on March 31, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Georgia Bancshares, Inc. (the "Registrant") hereby states that the
documents listed in (a) through (c) below are incorporated by reference in this
Registration Statement, and further states that 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 in this Registration Statement and to be part hereof
from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-KSB for the year ended
December 31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1995.
(c) The description of the Registrant's Common Stock contained in the Form
8-K Current Report and Registration Statement, dated August 5, 1995,
which constitutes the Registrant's registration statement under
Section 12(g) of the Securities Exchange Act of 1934.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code provides
that a corporation's articles of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its shareholders for monetary damages for breach of duty of care or other
duty as a director. This Section also provides, however, that such a provision
shall not eliminate or limit the liability of a director (i) for any
appropriation, in violation of his duties, of any business opportunity of the
corporation, (ii) for acts or omissions involving intentional misconduct or a
knowing violation of law, (iii) for certain other types of liability set forth
in the Code, and (iv) for transactions from which the director derived an
improper personal benefit. Article 6 of the Registrant's Articles of
Incorporation contains
<PAGE>
a provision eliminating or limiting the personal liability of a director of the
Registrant to the fullest extent authorized by the Georgia Business Corporation
Code.
In addition, Sections 14-2-851 and 14-2-857 of the Georgia Business
Corporation Code, provides for indemnification of directors and officers of the
Registrant for liability and expenses reasonably incurred by them in connection
with any civil, criminal, administrative or investigative action, suit or
proceeding in which they may become involved by reason of being a director or
officer of the Registrant. Indemnification is permitted if the director or
officer acted in a manner which he believed in good faith to be in or not
opposed to the best interests of the Registrant and, with respect to criminal
actions, if he had no reasonable cause to believe his conduct to be unlawful;
provided that the Registrant may not indemnify any director (i) in connection
with a proceeding by or in the right of the corporation in which the director
was adjudged liable to the corporation; or (ii) in connection with any other
proceeding in which he was adjudged liable on the basis that personal profit was
improperly received by him. Article 8 of the Registrant's Articles of
Incorporation contains a provision providing for the indemnification of officers
and directors and advancement of expenses to the fullest extent authorized by
the Georgia Business Corporation Code.
The Registrant has purchased and maintains directors' and officers'
liability insurance which insures against liabilities that directors and
officers of the Registrant may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
----------- -----------
4 Georgia Bancshares, Inc. Directors Stock Option Plan
5 Opinion of Holland & Knight, as to the legality of the
securities being registered
23.1 Consent of Holland & Knight (included in Exhibit 5 hereto)
23.2 Consent of Evans, Porter, Bryan & Co., independent certified
public accountants
24 Power of Attorney (included in signature page)
<PAGE>
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
B. 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 and will be governed by the final adjudication of such
issue.
<PAGE>
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 Tucker, State of Georgia, on this 11th day of July,
1996.
GEORGIA BANCSHARES, INC.
By: /s/ Ted A. Murphy
-----------------
Ted A. Murphy
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of TED A. MURPHY and DAVID L. EDGAR, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said 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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Ted A. Murphy President (Principal Executive July 11, 1996
- ---------------------------- Officer) and Director
Ted A. Murphy
/s/ Eugene L. Argo Director July 11, 1996
- ----------------------------
Eugene L. Argo
<PAGE>
/s/ James L. Armstrong, Jr. Director July 11, 1996
- ----------------------------
James L. Armstrong, Jr.
/s/ Thomas M. Carnes Director July 11, 1996
- ----------------------------
Thomas M. Carnes
/s/ Jerome S. Merlin Director July 11, 1996
- ----------------------------
Jerome S. Merlin
/s/ Dean T. Teusaw Director July 11, 1996
- ----------------------------
Dean T. Teusaw
/s/ H. E. Norton Director July 11, 1996
- --------------------------
H. E. Norton
/s/ David L. Edgar Principal Financial Officer July 11, 1996
- ---------------------------- and Principal Accounting Officer
David L. Edgar
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description Sequential Page
- ----------- ----------- ---------------
<S> <C> <C>
4 Georgia Bancshares, Inc. Directors 8
Stock Option Plan
5 Opinion of Holland & Knight, 20
as to the legality of the securities
being registered
23.1 Consent of Holland & Knight --
(included in Exhibit 5 hereto)
23.2 Consent of Evans, Porter, Bryan & Co., 22
independent certified public accountants
24 Power of Attorney (included in signature page) --
</TABLE>
<PAGE>
EXHIBIT 4
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.
<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 transfer, assign, pledge,
<PAGE>
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
<PAGE>
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 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.
<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.
<PAGE>
OPTION NUMBER D - 1 _____ SHARES
GEORGIA BANCSHARES, INC.
------------------------
DIRECTOR OPTION TO PURCHASE
SHARES OF COMMON STOCK
This certifies that, for value received, _______________ (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, at any time
and from time to time after the date set forth hereinbelow and before 5:00 P.M.,
Tucker, Georgia, time, ________________ (such date being ______ years from the
date of this Option, and being hereinafter referred to as the "Exercise
Termination Date"), but not thereafter, to purchase _____ shares of the Common
Stock, $4.00 par value per share (the "Shares"), of Georgia Bancshares, Inc.
(the "Company").
The purchase price payable upon exercise of this Option shall be the book
value per share as of December 31, _____, as determined by the Company's
independent certified public accountants (the "Option Price"), which is subject
to adjustment upon the occurrence of the contingencies set forth in this Option.
Upon delivery of this Option with the subscription form attached hereto,
duly executed, together with payment of the Option Price for the Shares thereby
purchased, at the principal office of the Company, or at such other address as
the Company may designate by notice in writing to the Holder, the Holder shall
be entitled to receive, and the Company shall, within a reasonable time (not to
exceed ten business days after this Option shall have been exercised as set
forth hereinabove) deliver to the Holder a certificate(s) for the Shares
containing such legends with respect to transferability as required by
applicable statutes, rules and regulations, together with a newly executed
Option containing the same date, terms and conditions of this Option and
governing the purchase of the balance remaining of the Shares purchasable
hereunder.
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE UPON THE PRIVATE PLACEMENT
EXEMPTION CONTAINED IN SECTION 4(2) OF THE SECURITIES ACT OF 1933 AND REGULATION
D PROMULGATED THEREUNDER AND IN RELIANCE UPON PARAGRAPH (13) OF CODE SECTION 10-
5-9 OF THE GEORGIA SECURITIES ACT OF 1973. THESE SECURITIES MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL FOR THE
COMPANY, IS EXEMPT UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER FEDERAL OR STATE SECURITIES LAWS OR IS
OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
<PAGE>
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.
This Option is subject to the following terms and conditions:
1. Exercise of Option. This Option, except as otherwise provided herein,
------------------
may be exercised at any time after the date set forth hereinbelow and prior to
5:00 P.M., Tucker, Georgia time on the Exercise Termination Date, but not
thereafter, in whole or in part, from time to time, as to all or any part of the
number of Shares then subject thereto.
2. Covenants of the Company. The Company covenants and agrees as
------------------------
follows:
(a) all Shares issued upon the exercise of this Option, and full
payment therefor, will be duly authorized, validly issued, fully paid and non-
assessable and free from all taxes, liens and charges with respect to their
issuance.
(b) at all times prior to the Exercise Termination Date, the Company
will have authorized and reserved a sufficient number of Shares to provide for
the exercise of this Option.
3. Adjustment of Shares and Option Price. The number of Shares subject to
-------------------------------------
issuance upon exercise of this Option and the Option Price shall be subject to
adjustment from time to time in accordance with the following provisions:
(a) If the Company shall subdivide its outstanding Shares into a
greater number of shares or combine its outstanding Shares into a lesser number
of shares, the number of Shares subject to issuance upon exercise of this Option
(and not previously exercised) shall be adjusted proportionately. That is, the
number of Shares subject to issuance upon exercise of this Option shall be
multiplied by a fraction of which the denominator is the number of Shares
outstanding immediately prior to the subdivision or combination and the
numerator of which is the number of Shares outstanding immediately after the
subdivision or combination. Upon a subdivision or combination of Shares, the
Option Price shall be adjusted by making the following calculation: (i) the
number of Shares subject to issuance by exercise of this Option prior to the
subdivision or combination shall be multiplied by the Option Price in effect
just prior to the subdivision or combination; and (ii) the number of Shares
subject to issuance by exercise of this Option after the subdivision or
combination shall be divided into the result of the computation in (i) above.
(b) If the Company declares and pays a dividend upon its Shares
payable in additional Shares, the number of Shares subject to issuance upon
exercise of this Option (and not previously exercised) and the Option Price
shall be adjusted by treating the stock dividend as a stock split in accordance
with the provisions of subparagraph (a) above.
<PAGE>
(c) If the Company effects any reorganization or reclassification of
its Shares (other than as provided for in subparagraph (a) and (b) above), or
any consolidation or merger of the Company with another entity, or any sale of
all or substantially all of the Company's assets which results in shareholders
becoming entitled to receive any securities or property other than the Shares of
the Company, appropriate adjustment or provision (as determined by agreement of
the Company or any successor entity and the Holder) shall be made with respect
to the rights and interests of the Holder so that all of the provisions of this
Option shall thereafter be applicable, as nearly as may be, in relation to any
securities or property thereafter deliverable upon the exercise of this Option.
(d) No adjustment to the Option Price or the number of Shares subject
to issuance upon exercise of this Option shall be made under any of the
following circumstances: (i) the sale of any of the Company's securities in an
arms-length transaction at a price which has been approved by the Company's
Board of Directors; or (ii) the issuance or exercise of any stock options, stock
purchase warrants, or common stock issued pursuant to conversion rights attached
to any securities issued by the Company which have been approved by the
Company's Board of Directors.
(e) If any event occurs as to which the other provisions of this
Paragraph 3 are not strictly applicable, or, if strict application would not
protect the number of Shares receivable by Holder upon exercise of this Option
in accordance with the intent of these provisions, the Company's Board of
Directors shall adjust the application of these provisions in accordance with
their intent so as to reasonably protect the rights of the Holder hereunder.
(f) The Company shall not be required to issue a fraction of a Share
upon exercise of this Option. If any fraction of a Share would, except for the
provision of this subparagraph, be issuable upon exercise of this Option, the
Company will: (i) if the fraction of a Share otherwise issuable is equal to or
less than one-half, round down and issue to the Holder only the largest whole
number of Shares to which the Holder is otherwise entitled; or (ii) if the
fraction of a Share otherwise issuable is greater than one-half, round up and
issue to the Holder one full Share in addition to the largest whole number of
Shares to which the Holder is otherwise entitled.
(g) Upon any adjustment of the Option Price and any increase or
decrease in the number of Shares issuable upon exercise of this Option, then,
and in each such case, the Company, within thirty days thereafter, shall give
written notice thereof to the Holder which notice shall state the Option Price
as adjusted and the increased or decreased number of Shares, setting forth in
reasonable detail the method of calculation of each.
4. No Right as Shareholder. Nothing contained in this Option shall be
-----------------------
construed as conferring upon the Holder any of the rights of a shareholder of
the Company.
<PAGE>
5. Investment Representations. The Holder, by acceptance of this Option,
--------------------------
hereby represents, acknowledges and agrees as follows:
(a) that the Holder is acquiring this Option and the Shares issuable
upon exercise of this Option for his own account, for investment purposes only
and not with a view to sale or distribution thereof, in whole or in part;
(b) that neither this Option nor the Shares issuable upon exercise of
this Option have been registered under the Securities Act of 1933, as amended,
or any applicable state securities or Blue Sky laws (collectively the "Acts");
(c) that the Holder shall not sell, transfer or otherwise dispose of
this Option (except as otherwise provided in this Option) or the Shares issuable
upon exercise of this Option, unless the Holder delivers to the Company an
opinion, addressed to the Company, by counsel selected by the Holder and
acceptable to the Company and its counsel, in form and substance satisfactory to
the Company and its counsel, to the effect that the sale, transfer or other
disposition of the Shares can be effected without registration and in compliance
with the Acts, or that exemption from the Acts are available for such sale,
transfer or other disposition; and that any certificate(s) for the Shares issued
upon exercise of this Option shall bear legends describing the foregoing
restrictions;
(d) that the Holder has such knowledge and experience in financial and
business matters that he is capable of evaluating the merits and risks of an
investment in the Shares issuable upon exercise of this Option;
(e) the Holder has been given the opportunity to inquire of the
officers and directors of the Company, and has been given full and complete
access to all documents, books and records of the Company, concerning the
business of the Company, its financial status, current circumstances, and future
prospects;
(f) all other relevant information regarding the Company has been made
available to the Holder as deemed necessary for the Holder to make an informed
investment decision; and
(g) that the Holder can bear the economic risks of an investment in
the Shares issuable upon exercise of this Option as the Shares are not freely
transferable and there is not presently any public market for the Shares of the
Company.
The foregoing terms and provisions of this Paragraph 5 are true and correct
as of the date hereof, and shall be true and correct as of any time the Holder
shall exercise this Option and on the date of such purchase, and shall survive
any such purchase or the termination or expiration of this Option.
<PAGE>
6. Transfer Restrictions. The Holder may not transfer this Option except
---------------------
by will or pursuant to applicable laws of descent and distribution. This Option
shall not be otherwise transferable, assigned, pledged, hypothecated or disposed
of in any way, whether by operation of law or otherwise, and shall be
exercisable during the Holder's lifetime only by the Holder or his guardian or
legal representative.
7. Required Exercise or Termination. If the Company (or its shareholders,
--------------------------------
as the case may be) shall propose to sell or exchange either (i) all or in
excess of 50% of the outstanding Shares of the Company or (ii) all or
substantially all of the assets of the Company, then the Company shall have to
right, exercisable in its sole discretion by notice to the Holder, to require
the Holder to purchase, within ten days from the date of such notice, all or any
portion of the Shares which are subject to this Option pursuant to the other
terms and conditions hereof, and this Option shall terminate as to any balance
remaining of the Shares as of the eleventh day from the date of such notice from
the Company to the Holder.
8. Miscellaneous Provisions.
------------------------
(a) Any notice or communication to be given pursuant to this Option
shall be in writing and shall be delivered in person or by certified mail,
return receipt requested, in the United States Mail, postage prepaid. Notices
to the Company shall be addressed to the Company's principal office. Notice to
the Holder shall be addressed to the Holder's address as reflected in the
records of the Company. Notices shall be effective upon delivery in person or,
if mailed, at midnight on the third business day after mailing.
(b) The terms of this Option shall be binding upon and inure to the
benefit of the parties hereto and their legal representatives, any successors
and permitted assigns.
(c) This Option shall be governed by and construed in accordance with
the laws of the State of Georgia.
(d) The headings contained herein are for convenience and reference
only and are not intended to define, limit or describe the scope or intent of
any of the provisions of this Option.
(e) In the event that any one or more of the provisions contained in
this Option shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provision hereof, and this Option shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
(f) This Option may be amended only by an instrument in writing
executed by the party against whom enforcement of the amendment is sought.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Option to be signed by its
duly authorized officers and its corporate seal to be affixed hereto this ____
day of _______, 199__.
GEORGIA BANCSHARES, INC.
By:_________________________________
President
Attest:
____________________________________
Secretary
[CORPORATE SEAL]
Accepted and Agreed
to by the Holder:
_________________________
<PAGE>
DIRECTOR SUBSCRIPTION FORM
--------------------------
(To Be Executed Upon Exercise Of Option)
To: Georgia Bancshares, Inc.
The undersigned hereby exercises the right to purchase _________ shares of
Common Stock (the "Shares") covered by the attached Option in accordance with
the terms and conditions thereof, and herewith makes full payment of the
aggregate Option Price of $_________ for such Shares. The undersigned hereby
directs that the certificate(s) 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 Option, a new
Option 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 Holder as
specified on the face of the
Option)
Signature Guaranteed By:
________________________________
_________________________ Street Address
Commercial Bank or Member
Firm of a Stock Exchange
________________________________
City, State, Zip Code
________________________________
Social Security Number
<PAGE>
EXHIBIT 5
OPINION OF HOLLAND & KNIGHT
AS TO LEGALITY OF THE SECURITIES BEING REGISTERED
<TABLE>
<CAPTION>
<S> <C>
Law Offices A Partnership Including Professional
HOLLAND & KNIGHT Corporations
Suite 2000 Fort Lauderdale St. Petersburg
One Atlantic Center Jacksonville Tallahassee
1201 West Peachtree Street, N.W. Lakeland Tampa
Atlanta, Georgia 30309-3400 Miami Washington, D.C.
Orlando West Palm Beach
404-817-8500
FAX 404-881-0470
</TABLE>
August 8, 1996
Georgia Bancshares, Inc.
3333 Lawrenceville Highway
Tucker, Georgia 30084
Gentlemen:
This opinion is rendered for use in connection with the Registration Statement
on Form S-8 prescribed pursuant to the Securities Act of 1933, to be filed by
Georgia Bancshares, Inc. (the "Company") with the Securities and Exchange
Commission, under which up to 40,000 additional shares of the Company's Common
Stock, $4.00 par value ("Common Stock") are to be registered for issuance
pursuant to the Georgia Bancshares, Inc. Directors Stock Option Plan (the
"Plan").
We have examined such documents and certificates of public officials as we
have deemed necessary or appropriate for the purpose of our opinion. In our
examination, we have assumed the authenticity of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to the originals of all documents submitted to us as certified, photostatic or
conformed copies.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated and is validly existing as a
corporation under the laws of the State of Georgia.
2. After the Registration Statement becomes effective and up to 40,000
shares of the Common Stock to be issued pursuant to the Plan shall
have been issued upon the terms set forth in the Plan and as described
in the Registration Statement, such shares will be validly issued,
fully-paid and nonassessable under the laws of the State of Georgia.
We hereby consent to the filing of this opinion as Exhibits 5 and 23.1 to
the Registration Statement and to the reference to our name in the Registration
Statement.
Yours truly,
/s/ Holland & Knight
--------------------------
HOLLAND & KNIGHT
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 8, 1996, accompanying the
consolidated financial statements included in the Annual Report of Georgia
Bankshares, Inc. (file No. 33-90742) on Form 10-KSB for the year ended December
31, 1995. We hereby consent to the incorporation by reference of said report in
the Registration Statement of Georgia Bankshares, Inc. on Form S-8.
/s/ Evans, Porter, Bryan & Co.
-----------------------------------
EVANS, PORTER, BRYAN & CO.
Atlanta, Georgia
August 6, 1996
