COMMUNITY CAPITAL BANCSHARES (HOT CREEK) SC 13D/A
|
|
|
CUSIP No. 203 634 100
|
|
Page 1 of 9 Pages |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20552
SCHEDULE 13D
(Amendment No. 2)
COMMUNITY CAPITAL BANCSHARES, INC.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
203 634 100
(CUSIP Number)
David M.W. Harvey
Hot Creek Capital, L.L.C.
6900 South McCarran Boulevard, Suite 3040
Reno, Nevada 89509
(775) 823-5233
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D/A, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box o.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
203 634 100 |
|
Page |
|
2 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON
Hot Creek Capital, L.L.C. |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
AF |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Nevada
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
292,676 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
292,676 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
292,676 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.56% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
OO |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
203 634 100 |
|
Page |
|
3 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON
Hot Creek Investors, L.P. |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
WC |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Nevada
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
292,676 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
292,676 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
292,676 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.56% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
PN |
|
|
|
|
|
|
|
|
|
|
|
CUSIP No. |
|
203 634 100 |
|
Page |
|
4 |
|
of |
|
9 Pages |
|
|
|
|
|
|
1 |
|
NAME OF REPORTING PERSON
David M.W. Harvey |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS |
|
|
|
AF |
|
|
|
5 |
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
USA
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
0 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
292,676 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
0 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
292,676 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
292,676 |
|
|
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
|
|
9.56% |
|
|
|
14 |
|
TYPE OF REPORTING PERSON |
|
|
|
IN |
|
|
|
CUSIP No. 203 634 100
|
|
Page 5 of 9 Pages |
TABLE OF CONTENTS
Item 1. Security and Issuer
The class of equity securities to which this Schedule 13D Amendment No. 2 relates is the
Common Stock, par value $1.00 per share, (Stock) of Community Capital Bancshares, Inc., a Georgia
corporation (the Company). The principal executive offices of the Company are located at 2815
Meredyth Drive, Albany, Georgia 31707.
Item 4. Purpose of Transaction
The purpose for which the Filing Persons have acquired and hold the Stock has changed. The
Filing Persons no longer seek to change or influence control of the Company through the acquisition
of Stock or through assertion of shareholder rights. Instead the Filing Persons intend to dispose
of the Stock in market transactions from time to time or through private transactions, depending on
market conditions. The Filing Persons currently do not intend to purchase any shares of the Stock,
but may at any time purchase additional shares or dispose of any or all of the shares of Stock. The
Filing Persons have no plans or proposals relating to or that would result in any of the matters
referred to in paragraphs (b) through (j), inclusive of Item 4 of Schedule 13D/A. The Filing
Persons may at any time and from time to time review or reconsider their positions and formulate
plans or proposals with respect thereto.
Item 5. Interest in Securities of the Company
The 292,676 shares of Stock held by the Filing Persons represent 9.56% of the 3,060,341 shares
reported by the Company in its Form 10-Q Quarterly Report for the Quarter Ended September 30, 2007
as outstanding on November 8, 2007. Of the Filing Persons, Hot Creek Investors, L.P. alone has
entered into transactions in the Stock. In addition to an option granted by the Filing Persons on
November 12, 2007, which option is described in Item 6, Hot Creek Investors, L.P. has had the
following recent transactions in the Stock, all occurring in the open market:
|
|
|
|
|
|
|
|
|
|
|
|
|
Date |
|
Number of Shares |
|
Buy/Sell |
|
Price Per Share ($) |
September 21, 2007 |
|
|
700 |
|
|
sell |
|
$ |
9.95 |
|
September 25, 2007 |
|
|
459 |
|
|
sell |
|
$ |
9.95 |
|
September 26, 2007 |
|
|
1,926 |
|
|
sell |
|
$ |
9.695 |
|
October 1, 2007 |
|
|
73 |
|
|
sell |
|
$ |
9.95 |
|
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
On November 12, 2007 the Filing Persons granted to Ms. Barbara Wortley, who is not affiliated
with any of the Filing Persons, an option to acquire 150,000 shares of the Stock held by the Filing
Persons, which option is exercisable in whole but not in part at any time through March 31, 2008 at
$8.50 per share. This summary of the terms of the option agreement is qualified in its entirety by
reference to the copy of the option agreement included as an exhibit to this Schedule 13D Amendment
No. 2.
Item 7. Material to be Filed as Exhibits
|
|
|
Exhibit |
|
Description |
|
A
|
|
Joint Filing Agreement. |
|
B
|
|
November 12, 2007 Option Agreement |
|
|
|
CUSIP No. 203 634 100
|
|
Page 6 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: November 20, 2007
|
|
|
|
|
|
HOT CREEK CAPITAL, L.LC.
|
|
|
By: |
/s/ David M.W. Harvey
|
|
|
|
Managing Member |
|
|
|
|
|
|
|
HOT CREEK INVESTORS, L.P.
|
|
|
By: |
HOT CREEK CAPITAL, L.L.C.
General Partner
|
|
|
By: |
/s/ David M.W. Harvey
|
|
|
|
Managing Member |
|
|
|
|
|
|
|
|
|
|
|
/s/ David M.W. Harvey
|
|
|
|
David M.W. Harvey |
|
|
|
|
|
|
|
|
CUSIP No. 203 634 100
|
|
Page 7 of 9 Pages |
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that the Schedule 13D/A to which this Joint Filing Agreement is being
filed as an exhibit shall be a joint statement filed on behalf of each of the undersigned.
Date: November 20, 2007
|
|
|
|
|
|
HOT CREEK CAPITAL, L.LC.
|
|
|
By: |
/s/ David M.W. Harvey
|
|
|
|
Managing Member |
|
|
|
|
|
|
|
HOT CREEK INVESTORS, L.P.
|
|
|
By: |
HOT CREEK CAPITAL, L.L.C.
General Partner
|
|
|
By: |
/s/ David M.W. Harvey
|
|
|
|
Managing Member |
|
|
|
|
|
|
|
|
|
|
|
/s/ David M.W. Harvey
|
|
|
|
David M.W. Harvey |
|
|
|
|
|
|
|
|
CUSIP No. 203 634 100
|
|
Page 8 of 9 Pages |
EXHIBIT B
OPTION AGREEMENT
|
|
|
|
|
6900 South McCarran Boulevard, No. 3040 |
|
Reno,
Nevada 89509-6144 |
|
contact@hotcreekcapital.com |
|
(775) 823-5233 |
|
|
|
|
|
David M.W. Harvey |
|
|
Randall F. Kinoshita |
|
|
James P. Sullivan |
Monday, November 12, 2007
BY FEDERAL EXPRESS
Barbara Wortley
456 Alexander Palm Road
Boca Raton, Florida 33432
|
|
|
|
|
RE: |
|
Option to Purchase Common
Stock of
Community Capital
Bancshares Inc. |
Dear Ms. Wortley:
For a fee of $33,000 (the Premium) payable by you, Hot Creek Investors, L.P., a
Nevada limited partnership (Grantor), does hereby grant unto you, Barbara Wortley,
or your assigns (collectively, Grantee), an option (the Option) to purchase one
hundred and fifty thousand (150,000) shares of Common Stock, par value $1.00 per share
(the Stock) of Community Capital Bancshares Inc., a Georgia corporation, at a
purchase price of $8.50 per share or a total aggregate purchase price of $1,275,000
(the Purchase Price) at anytime during the period (as may be extended pursuant to
the terms of this letter, the Period) beginning on the date hereof and ending on
(and including) March 31, 2008 (the First Expiration Date).
Grantee may elect to extend the Period until (and including) June 30, 2008 (the
Second Expiration Date) by making a payment (the Initial Extension Payment) to
Grantor in the amount of $20,000 on or before the First Expiration Date. If Grantee
elects to so extend the Period and makes a timely payment of the Initial Extension
Payment, Grantee may elect to further extend the Period until (and including)
September 30, 2008 (the Third Expiration Date) by making a payment (the Second
Extension Payment) to Grantor in the amount of $20,000 on or before the Second
Expiration Date. If Grantee elects to so extend the Period and makes a timely payment
of the Second Extension Payment, Grantee may elect to further extend the Period until
(and including) December 31, 2008 by making a payment to Grantor in the amount of
$20,000 on or before the Third Expiration Date.
|
|
|
CUSIP No. 203 634 100
|
|
Page 9 of 9 Pages |
This Option shall be exercisable by the Grantee at any time during the Period upon the payment
in full by Grantee to the Grantor of the Purchase Price in immediately available funds. This
Option, if exercised, must be exercised in full to purchase all of the Stock and may not be
exercised in part. Prior to the exercise of the Option and the transfer to Grantee of the Stock,
Grantee shall have no rights with respect the voting of any of the Stock,
Please give me a call if you have any questions.
|
|
|
|
|
|
Very truly yours,
|
|
|
|
|
|
David Harvey |
|
|
|
|
|
|
|
ACCEPTED AND AGREED
| |
| |
Barbara Wortley
| |