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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year Commission file number
ended December 31, 1997 033-90742
Georgia Bancshares, Inc.
(Name of small business issuer 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 offices) (Zip Code)
(770) 491-3333
(Issuer's telephone number)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act: Common stock,
par value $4.00
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes X
No
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year were $5,822,477.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant at MarcH 1, 1998 was $6,876,960 based on an estimated market price of
$15.00 per share, although there is no established trading market.
The number of shares outstanding of issuer's class of common stock at March 1,
1998 was 584,228 shares of common stock.
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The Registrant hereby amends the following items in its Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1997 as set forth in the
pages attached hereto:
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and Management
Item 12. Certain Relationships and Related Transactions
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Bank Management
The following sets forth the name, age and principal occupation of
each director of Georgia Bancshares, Inc. (the Company"):
Name Age Principal Occupation
Eugene L. Argo 65 Eugene L. Argo is President of Stacy's
Pharmacy, Inc. He also serves as Vice
President of Medical Therapies, Inc.
Ted A. Murphy 61 Ted A. Murphy is President and Chief
Executive Officer of Community Bank of
Georgia. Mr. Murphy began his banking
career with First National Bank of
Atlanta in 1954 and worked in several
operational areas of the bank. In
1961, he joined The Citizens and
Southern National Bank. In 1969, Mr.
Murphy helped establish a new State
Bank Charter in Clarkston, Georgia
(Citizens Bank of Clarkston, later
Citizens DeKalb Bank). He served
Citizens DeKalb Bank in the capacity
of President, CEO and Chairman of the
Board of Directors until 1986 when
the bank was purchased by First Union.
After this acquisition, Mr. Murphy
served First Union in the area of
Branch Supervision.
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H. E. Norton 66 H.E. Norton is President of Norco, Inc.
and its insurance agency subsidiaries.
Dr. Dean T. Teusaw 57 Dr. Dean T. Teusaw is engaged in
the practice of dentistry.
James L. Armstrong, Jr. 58 James L. Armstrong, Jr. is the owner of
Jim Armstrong Insurance Agency.
Thomas M. Carnes 74 Thomas M. Carnes is retired and was
formerly Chairman of the Board of
Carnes Bros., Inc., a commercial carpet
company.
Robert C. Pittard 56 Robert C. Pittard is the President of
Tucker Concrete Company, Inc.
All of the Company's directors (except Mr. Pittard who was appointed to the
Board in November 1996) have served in such capacity since its inception in
1995. The directors are elected on staggered terms of three years each. Messrs.
Argo and Murphy are incumbent directors whose terms expire in 1998; Messrs.
Norton and Teusaw are incumbent directors whose terms expire in 1999; and
Messrs. Armstrong, Carnes and Pittard are incumbent directors whose terms expire
in 2000. There are no arrangements or understandings between the Company and any
person pursuant to which any of the above persons have been or will be elected a
director. There are no family relations between any of the directors or
executive officers of the Company or the Bank.
Ted A. Murphy has been the President and Chief Executive Officer of the
Bank since its organization. Background information on Mr. Murphy is set forth
above.
Christian E. Menzel, age 49, joined the Bank in May of 1996 as Executive
Vice President and Senior Lending Officer. From August 1991 until joining the
Bank, he was Savannah City President for First Liberty Bank, Macon, Georgia. Mr.
Menzel served as the Regional Credit Manager for National Bank of South Carolina
from 1988 until 1991. Prior to that, he had senior commercial lending
responsibilities with Mid-American Bank in Roeland Park, Kansas.
David L. Edgar, age 35, joined the Bank in 1995 as Vice President and Chief
Financial Officer. Mr. Edgar has been associated with the banking industry for
approximately twelve years. The majority of his experience has been with the
public accounting and consulting industry. Mr. Edgar served as Vice
President-Management Advisory Services for Bricker & Melton, P.A. in Duluth,
Georgia from December 1990 until August 1994. From August 1994 until his
employment by Community Bank of Georgia, he served as Vice President and Chief
Financial Officer of a local federally chartered credit union in Atlanta,
Georgia.
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Meetings of the Board of Directors
The Board of Directors of the Company had 4 meetings during the 1997 fiscal
year. Each director of the Company attended at least 75% of the board meetings
and committee meetings of which such director was a member. The Board of
Directors of the Bank had 13 meetings during the 1998 fiscal year. Each director
of the Bank attended at least 75% of the total number of board meetings of the
Bank.
The Board of Directors of the Company has a Stock Option Plan Committee.
The Board of Directors of the Bank has an Executive Committee, Loan Committee,
Compensation/Personnel Committee, Audit Committee and Investment Committee.
ITEM 10. EXECUTIVE COMPENSATION
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Executive Compensation
The Company does not separately compensate any of its directors or
executive officers. The following sets forth certain information concerning the
compensation of the Bank's chief executive officer during fiscal years 1997,
1996 and 1995. No other executive officer received annual compensation in excess
of $100,000.
<TABLE>
<CAPTION>
Summary Compensation Table
Long Term
Compensation
Annual Compensation Awards
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary ($) Bonus ($) ($)(1) (#)(2) ($)(3)
<S> <C> <C> <C> <C> <C> <C>
Ted A. Murphy 1997 $129,938 $37,201(4) $ * 1,315 $ 6,497
President and Chief 1996 $118,125 $18,281 $ * 815 $ 5,907
Executive Officer 1995 $109,375 $15,000 $ * 0 $ 0
</TABLE>
(1) Compensation does not include any perquisites and other personal
benefits which may be derived from business-related expenditures
that in the aggregate do not exceed the lesser of $50,000 or 10% of
the total annual salary and bonus reported for such person.
(2) The Company granted 815 stock options to Mr. Murphy pursuant to the
Company's Directors Stock Option Plan, all of which became exercisable
in 1997. In addition, the Company granted 500 stock options to
Mr. Murphy pursuant to the Company's Employee Stock Option Plan, all
became exercisable in 1997.
(3) Mr. Murphy received a 5% employee compensation bonus from the Bank
equal to $6,497 in 1997.
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(4) Includes (a) 1996 Bank bonus of $17,719 paid in January 1997 and (b
1997 Bank bonus of $19,491 paid in December 1997.
The following table sets forth certain information concerning each grant(1)
of stock options to purchase the Company's common stock made during the 1996
fiscal year to the executive officer named in the Summary Compensation Table:
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year
Individual Grants
Number of % of Total
Securities Options
Underlying Granted to Exercise or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
<S> <C> <C> <C> <C>
Ted A. Murphy 1,315 69% (2).. 6/1/2006
</TABLE>
(1) The Company granted 815 stock options to Mr. Murphy pursuant to the
Company's Directors Stock Option Plan, all of which became exercisable
in 1997. In addition, the Company granted 500 stock options to
Mr. Murphy pursuant to the Company's Employee Incentive Stock Option
Plan, all of which became exercisable in 1997.
(2) The exercise price of the 815 shares granted pursuant to the Company's
Directors Stock Option Plan is $10.43 per share. The exercise price of
the 500 shares granted pursuant to the Company's Employee Incentive
Stock Option Plan is $12.50 per share.
The following table sets forth certain information regarding the exercise
of stock options in the 1997 fiscal year by the executive officer named in the
Summary Compensation Table and the value of options held by such executive
officer at the end of such fiscal year:
<TABLE>
<CAPTION>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Number of
Securities
Underlying
Unexercised Value of Unexercised
Options at In-the-Money Options
FY-End (#) at FY-End ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable(1)
<S> <C> <C> <C> <C> <C> <C>
Ted A. Murphy 0 0 2,130/0 $3,880/$0
</TABLE>
(1) Market value of shares covered by in-the-money options, less option
exercise price. Options are in the money if the market value of the
shares covered thereby is greater than the option exercise price.
Employment Agreement
Ted A. Murphy is the President and Chief Executive Officer of the Bank
pursuant to an Employment Agreement. This agreement provides for a term of
employment terminating on December 31, 2000, unless an extension thereto is
agreed to by the parties. The agreement provides that Mr. Murphy may be
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terminated upon his death, disability or for "cause." Mr. Murphy may also be
terminated without cause. If terminated without cause, Mr. Murphy would be
entitled to receive severance compensation in the amount of his gross monthly
compensation at the time of said termination for a period of 24 consecutive
months or the remainder of the term of the Agreement whichever is greater.
Medical and disability benefits for Mr. Murphy and his family would be continued
during the 24-month period or the remainder of the term of the Agreement
whichever is greater at no expense to Mr. Murphy. Mr. Murphy would also be
entitled to receive severance compensation if a change of control of the Company
occurs and his duties are changed in connection therewith so that he is no
longer functioning as the Bank's Chief Executive Officer or he is no longer
given the title of President and Chief Executive Officer.
Under the Employment Agreement, Mr. Murphy will receive an annual base
salary through December 31, 1998 in the amount of $138,400. His annual base
salary will be increased by 5% for the year 1999 to $145,320 and by 5% for the
year 2000 to $152,586. In addition to Mr. Murphy's annual base salary,
Mr. Murphy will receive a performance bonus if certain targeted goals for the
Bank's performance are met, in an amount equal to 10% to 20% of annual base
salary. The Employment Agreement also provides for group health insurance for
Mr. Murphy and his immediate family, an allowance for country club or dining
memberships in an amount not to exceed $7,500 annually, a monthly car allowance
(or in lieu thereof, use of a Bank-owned automobile), expenses for attendance at
two trade association conventions and four weeks paid vacation.
Director Compensation
The Company does not compensate any of its directors for their services as
directors. The directors of the Bank receive $400.00 for each board meeting and
$75.00 for each committee meeting.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the shares of
common stock of the Company owned as of the record date (i) by each person who
beneficially owns more than 5% of the shares of common stock of the Company,
(ii) by each of the Company's directors and (iii) by all directors and executive
officers of the Company as a group.
Beneficial Ownership(2)
Number Percentage
Name(1) of Shares Ownership
Eugene L. Argo(3) 54,340 9.1%
James L. Armstrong, Jr. 26,546 4.4
Thomas M. Carnes(4) 9,551 1.6
Ted A. Murphy(5) 14,917 2.5
H. E. Norton(6) 21,630 3.6
Dr. Dean T. Teusaw(7) 7,910 1.3
Robert C. Pittard(8) 500 *
All directors and executive
officers as a group (9 persons) 135,394 22.7%
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* Percent share ownership is less than 1% of total shares outstanding.
(1) Except as otherwise indicated, the persons named in the above table
have sole voting and investment power with respect to all shares shown
as beneficially owned by them. The information as to beneficial
ownership has been furnished by the respective persons listed in the
above table.
(2) Based on 584,228 shares outstanding as of the record date plus 12,495
shares not outstanding but which are subject to options granting the
holders thereof the right to acquire the shares within 60 days through
the exercise of options.
(3) Includes 21,661 shares which are held of record by Mr. Argo's spouse
and as to which he disclaims beneficial ownership and 1,630 shares
representing unexercised options.
(4) Includes 1,540 shares which are held of record by Mr. Carnes'spouse and
1,630 shares representing unexercised options.
(5) Includes 4,787 shares which are held of record by Mr. Murphy's spouse
and as to which he disclaims beneficial ownership and 2,130 shares
representing unexercised options.
(6) Includes 10,000 shares which are held of record by Mr. Norton's spouse
and 1,630 shares representing unexercised options.
(7) Includes (a) 100 shares which are held of record by Dr. Teusaw's spouse
and as to which he disclaims beneficial ownership, (b) 200 shares held
for Dr. Teusaw's minor children and as to which he disclaims beneficial
ownership and (c) 1,630 shares representing unexercised options.
(8) Includes 250 shares which are held of record by Mr. Pittard's spouse.
Compliance with Section 16(A) of
The Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act requires the Company's
officers and directors, and persons who own 10% or more of a registered class of
the Company's equity securities, to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
10% or more stockholders are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company or written representations that no other
reports were required, during the fiscal year ended December 31, 1997, the
Company believes that all reports applicable to its officers, directors, and 10%
or more stockholders were complied within timely fashion.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain executive officers and directors of the Company and the Bank, and
principal shareholders of the Company and affiliates of such persons have, from
time to time, engaged in banking transactions with the Bank and are expected to
continue such relationships in the future. All loans or other extensions of
credit made by the Bank to such individuals were made in the ordinary course of
business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
unaffiliated parties and were believed by management to not involve more than
the normal risk of collectibility or to present other unfavorable features. As
of December 31, 1997, indebtedness to the Bank of executive officers and
directors of the Company and the Bank, and principal shareholders of the Company
, including affiliates of such persons, amounted to $622,666 in the aggregate.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized on April
29, 1998.
GEORGIA BANCSHARES, INC.
By: /s/ Ted A. Murphy
Ted A. Murphy
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on April 29, 1998.
Signature Title
/s/ Ted A. Murphy President (Principal Executive
Ted A. Murphy Officer) and Director
/s/ Eugene L. Argo Director
Eugene L. Argo
/s/ James L. Armstrong, Jr. Director
James L. Armstrong, Jr.
/s/ Thomas M. Carnes Director
Thomas M. Carnes
/s/ Robert C.Pittard Director
Robert C. Pittard
/s/ Dr. Dean T. Teusaw Director
Dr. Dean T. Teusaw
/s/ David L. Edgar Principal Financial Officer
David L. Edgar and Principal Accounting Officer
