As filed with the Securities and Exchange Commission on July 29, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMUNITY CAPITAL BANCSHARES, INC.
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(Exact name of Registrant as specified in its charter)
GEORGIA 58-2413468
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. DRAWER 71269, ALBANY, GEORGIA 31708
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(Address of principal executive offices and zip code)
COMMUNITY CAPITAL BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN,
COMMUNITY CAPITAL BANCSHARES, INC. 2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN,
COMMUNITY CAPITAL BANCSHARES, INC. NON-QUALIFIED STOCK OPTION,
AGREEMENT WITH CHARLES JONES,
COMMUNITY CAPITAL BANCSHARES, INC. NON-QUALIFIED STOCK OPTION
AGREEMENT WITH RICHARD BISHOP, AND
COMMUNITY CAPITAL BANCSHARES, INC. RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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ROBERT E. LEE
2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
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(Name and address of agent for service)
(912) 446-2265
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(Telephone number, including area code, of agent for service)
Copy to:
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 205,002 $8.00 (2) $1,640,016 (3) $151.00
$1.00 par value shares(1)
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(1) Representing (A) 128,574 shares to be issued and sold by the Registrant
under the Community Capital Bancshares, Inc. 1998 Stock Incentive Plan, (B)
21,429 shares to be issued and sold by the Registrant under the Community
Capital Bancshares, Inc. 2000 Outside Directors' Stock Option Plan, (C)
21,428 shares to be issued and sold by the Registrant under the Community
Capital Bancshares, Inc. Non-Qualified Stock Option Agreement with Charles
Jones, (D) 12,142 shares to be issued and sold by the Registrant under the
Community Capital Bancshares, Inc. Non-Qualified Stock Option Agreement
with Richard Bishop, and (E) 21,429 shares to be issued and sold by the
Registrant under the Community Capital Bancshares, Inc. Restated Employee
Stock Purchase Plan. The Registration Statement also covers such
indeterminable number of additional shares as may become issuable to
prevent dilution in the event of a stock split, stock dividend,
reclassification or other similar transaction pursuant to the terms of the
Plans.
(2) Represents the average of the high and low prices of the Registrant's
common stock as reported by the NASDAQ Stock Market for July 25, 2002.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Plans as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2001 (File No. 000-25345);
(2) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2002 (File No. 000-25345);
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated February 2, 1999
(File No. 000-25345), which incorporates by reference the description
of the Registrant's Common Stock contained in the Registrant's
Registration Statement on Form SB-2 dated December 3, 1998 (File No.
333-68307), as filed with the Securities and Exchange Commission, and
any amendments to such Registration Statement on Form SB-2 filed
subsequently thereto, including any form of Prospectus filed pursuant
to Rule 424(b) under the Securities Act of 1933, as amended.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF THE SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia, has rendered an
opinion regarding the legality of the shares of Common Stock registered hereby.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Consistent with the applicable provisions of the laws of Georgia, the
Registrant's bylaws provide that the Registrant will indemnify directors,
officers, employees or agents of the Registrant (collectively, the "insiders")
against expenses actually and reasonably incurred by them if they are successful
on the merits or otherwise in the defense of a claim or proceeding. With
respect to a claim or proceeding in which an insider is not successful on the
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merits or otherwise, the indemnification provisions provide that the Registrant
will indemnify insiders who meet the applicable standard of conduct. The
applicable standard of conduct is met if the insider acted in a manner he or she
in good faith believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal action or proceeding, if the
insider had no reasonable cause to believe his or her conduct was unlawful.
Whether the applicable standard of conduct has been met is determined by the
Board of Directors, the shareholders or independent legal counsel in each
specific case.
The Registrant will make advances against expenses, so long as the insider
seeking indemnification provides a written affirmation of his or her good faith
belief that he or she has met the applicable standard of conduct and agrees to
refund the advance if it is ultimately determined that he or she is not entitled
to indemnification.
The bylaws of the Registrant also provide that the indemnification rights
set forth in the bylaws are not exclusive of other indemnification rights to
which an insider may be entitled under any bylaw, resolution or agreement,
either specifically or in general terms approved by the affirmative vote of the
holders of a majority of the shares entitled to vote. The Registrant can also
provide for greater indemnification than that set forth in the bylaws if it
chooses to do so, subject to approval by the Registrant's shareholders.
The bylaws specifically provide that the Registrant may purchase and
maintain insurance on behalf of any director against any liability asserted
against such person and incurred by him or her in any such capacity, whether or
not the Registrant would have had the power to indemnify against such liability.
In addition, the Registrant's articles of incorporation, subject to certain
exceptions, eliminate the potential personal liability of a director for
monetary damages to the Registrant and to the shareholders of the Registrant for
breach of a duty as a director. There is no elimination of liability for (1) a
breach of duty involving appropriation of a business opportunity of the
Registrant, (2) an act or omission not in good faith or involving intentional
misconduct or a knowing violation of law, (3) a transaction from which the
director derives an improper material tangible personal benefit, or (4) as to
any payment of a dividend or approval of a stock repurchase that is illegal
under the Georgia Business Corporation Code. Article 11 does not eliminate or
limit the right of the Registrant or its shareholders to seek injunctive or
other equitable relief not involving monetary damages.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-B:
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Mauldin & Jenkins, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 (a) Community Capital Bancshares, Inc. Amended and Restated 1998
Stock Incentive Plan (incorporated herein by reference to Exhibit
10.6 to the Registrant's Amendment No. 2 to Registration
Statement on Form SB-2 filed February 26, 1999, Registration No.
333-68307).
99.1 (b) Form of First Amendment to the Community Capital Bancshares, Inc.
1998 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2001, File No. 000-25345).
99.2 (a) Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan (incorporated herein by reference to Exhibit 10.8 to
the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2000, filed on November 4, 2000, File No.
000-25345).
99.2 (b) Form of Amendment to the Community Capital Bancshares, Inc. 2000
Outside Directors' Stock Option Plan (incorporated herein by
reference to Exhibit 10.12 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 2001, File No.
000-25345).
99.3 Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Charles Jones (incorporated herein by reference to
Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2000, filed on November 4,
2000, File No. 000-25345).
99.4 Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Richard Bishop (incorporated herein by reference
to Exhibit 10.10 to The Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 2000, filed on
November 4, 2000, File No. 000-25345).
99.5 Community Capital Bancshares, Inc. Restated Employee Stock
Purchase Plan (incorporated herein by reference to Exhibit 10.13
to the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2001, File No. 000-25345).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the
plans of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(h) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of 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 Albany, State of Georgia, on this 26th day of July,
2002.
COMMUNITY CAPITAL BANCSHARES,
INC.
By: /s/ Robert E. Lee
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Robert E. Lee
President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the signature page to this Registration Statement constitutes and
appoints Robert E. Lee, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her 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 hereto, and other documents in connection herewith 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 and
necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Charles M. Jones Chairman and Chief Executive July 26, 2002
-------------------------- Officer
Charles M. Jones
/s/ Robert Beauchamp Director July 26, 2002
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Robert Beauchamp
/s/ Bennett D. Cotten, Jr. Director July 26, 2002
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Bennett D. Cotten, Jr.
/s/ Glenn A. Dowling Director July 26, 2002
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Glenn A. Dowling
/s/ Mary Helen Dykes Director July 26, 2002
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Mary Helen Dykes
/s/ Van Cise Knowles Director July 26, 2002
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Van Cise Knowles
Director ________ __, 2002
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C. Richard Langley
/s/ Robert E. Lee President and Director* July 26, 2002
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Robert E. Lee
/s/ Corrine C. Martin Director July 26, 2002
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Corrine C. Martin
/s/ William F. McAffee Director July 26, 2002
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William F. McAffee
/s/ Mark M. Shoemaker Director July 26, 2002
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Mark M. Shoemaker
/s/ Jane Anne Sullivan Director July 26, 2002
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Jane Anne Sullivan
/s/ John P. Ventulett, Jr. Director July 26, 2002
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John P. Ventulett, Jr.
/s/ Lawrence B. Willson Director July 26, 2002
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Lawrence B. Willson
/s/ James D. Woods Director July 26, 2002
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James D. Woods
/s/ David J. Baranko Chief Financial Officer ** July 26, 2002
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David J. Baranko
*Principal executive officer
** Principal financial and accounting officer
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Mauldin & Jenkins, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 (a) Community Capital Bancshares, Inc. Amended and Restated 1998
Stock Incentive Plan (incorporated herein by reference to Exhibit
10.6 to the Registrant's Amendment No. 2 to Registration
Statement on Form SB-2 filed February 26, 1999, Registration No.
333-68307).
99.1 (b) Form of First Amendment to the Community Capital Bancshares, Inc.
1998 Stock Incentive Plan (incorporated herein by reference to
Exhibit 10.11 to the Registrant's Annual Report on Form 10-KSB
for the year ended December 31, 2001, File No. 000-25345).
99.2 (a) Community Capital Bancshares, Inc. 2000 Outside Directors' Stock
Option Plan (incorporated herein by reference to Exhibit 10.8 to
the Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2000, filed on November 4, 2000, File No.
000-25345).
99.2 (b) Form of Amendment to the Community Capital Bancshares, Inc. 2000
Outside Directors' Stock Option Plan (incorporated herein by
reference to Exhibit 10.12 to the Registrant's Annual Report on
Form 10-KSB for the year ended December 31, 2001, File No.
000-25345).
99.3 Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Charles Jones (incorporated herein by reference to
Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2000, filed on November 4,
2000, File No. 000-25345).
99.4 Community Capital Bancshares, Inc. Non-Qualified Stock Option
Agreement with Richard Bishop (incorporated herein by reference
to Exhibit 10.10 to The Registrant's Quarterly Report on Form
10-QSB for the quarter ended September 30, 2000, filed on
November 4, 2000, File No. 000-25345).
99.5 Community Capital Bancshares, Inc. Restated Employee Stock
Purchase Plan (incorporated herein by reference to Exhibit 10.13
to the Registrant's Annual Report on Form 10-KSB for the year
ended December 31, 2001, File No. 000-25345).