<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.
EMPLOYEE INCENTIVE 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. Employee Incentive 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.
1
<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
de-registers 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
2
<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. Employee Incentive 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)
3
<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.
4
<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
5
<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
6
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 Georgia Bancshares, Inc. Employee
Incentive 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)
</TABLE>
7
<PAGE>
EXHIBIT 4
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.
1
<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
2
<PAGE>
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 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.
3
<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.
4
<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 (11th) 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).
5
<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.
6
<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.
7
<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
8
<PAGE>
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.
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.
9
<PAGE>
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.
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:______________________
10
<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:
No. of Shares Vesting Date
-------------------------------------------
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:
No. of Shares Vesting Date
-------------------------------------------
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<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.
12
<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
13
<PAGE>
EXHIBIT 5
OPINION OF HOLLAND & KNIGHT
AS TO LEGALITY OF THE SECURITIES BEING REGISTERED
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
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. Employee Incentive 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
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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
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