As filed with the Securities and Exchange Commission on December 23, 1996
Registration No. 33-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
Capital City Bank Group, Inc.
--------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
State of Florida 59-2273542
- ----------------------------- -----------------------------------
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or
Organization)
217 N. Monroe Street, Tallahassee, Florida 32301
------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Capital City Bank Group, Inc.
1996 Associate Incentive Plan
----------------------------------------------------------
(Full Title of the Plan)
Copies To:
J. Kimbrough Davis Jeffrey A. Stoops, Esq.
Senior Vice President and Gunster, Yoakley, Valdes-Fauli
Chief Financial Officer & Stewart, P.A.
217 N. Monroe Street 777 S. Flagler Drive
Tallahassee, Florida 32301 Suite 500 - East Tower
(904) 671-0610 West Palm Beach, Florida 33401
----------------------------
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following line: X
----
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered/(1)/ Per Share/(2)/ Price Fee
- ----------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share 250,000 shares $42.00 $10,500,000 $3,182.00
- ----------------------------------------------------------------------------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Capital City Bank Group, Inc. 1996 Associate Incentive Plan as the result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock of Capital City Bank Group, Inc. pursuant to 17 C.F.R. (S)230.416(a).
(2) Calculated pursuant to Rule 457(h), based on the last available sales price
data for the common stock available to management of the Registrant, in
accordance with Rule 457(h) and (c).
This Registration Statement shall become effective upon the filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended and 17 C.F.R.
(S)230.462.
PART I
Item 1. Plan Information
This Registration Statement relates to the registration of 250,000 shares of
Common Stock, $.01 par value per share, of Capital City Bank Group, Inc. (the
"Company" or the "Registrant") reserved for issuance and delivery under the
Capital City Bank Group, Inc. 1996 Associate Incentive Plan (the "Plan").
Documents containing the information required by Part I of the Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission" or the "SEC") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in
reliance on Rule 428.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item 2 is contained in the Prospectus meeting
the requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
Information Not Required in the Prospectus
Item 3. Incorporation of Documents by Reference.
The following documents filed or to be filed with the Commission are
incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, which includes the consolidated statements of financial
condition of the Company at December 31, 1995 and 1994, and the related
consolidated statements of income, consolidated and parent company
statements of shareholders' equity and consolidated statements of cash
flows for each of the years in the three-year period ended December 31,
1995, together with the related notes and reports of independent certified
public accountants, filed with the Commission on March 29, 1996, as
amended by Form 10-K/A on April 9, 1996.
(b) All reports filed by the Registrant pursuant to Section 13(a) or 15(d) of
the Exchange Act since December 31, 1995.
(c) The description of the Common Stock required by this Item 3(c) appears in
Item 4 of this Registration Statement.
(d) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part thereof from the date of filing of
such document. Any statement made in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that such statement is replaced or
modified by a statement contained in a subsequently dated document
incorporated by reference or contained in this Registration Statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
2
Item 4. Description of Securities.
Common Stock
General. The Company is authorized to issue Thirty Million (30,000,000)
shares of common stock, $.01 par value per share (the "Common Stock"). The
Common Stock is registered under Section 12 of the Exchange Act.
Voting Rights. Each share of the Common Stock has the same relative rights
and is identical in all respects with every other share of Common Stock. The
holders of the Common Stock possess exclusive voting rights in the Company,
except to the extent that shares of serial preferred stock issued in the future
have voting rights, if any. Each holder of the Common Stock is entitled to one
vote for each share held of record on all matters submitted to a vote of holders
of shares of the Common Stock.
Dividends. The Company may, from time to time, declare dividends to the
holders of the Common Stock, who will be entitled to share equally in any such
dividends. Under the Florida Business Corporation Act (the "FBCA"), the Company
will not be allowed to pay dividends if, after giving effect to the dividend,
the Company would not be able to pay its debts as they become due in the usual
course of business, or the Company's total assets would be less than the sum of
its total liabilities plus the amount that would be needed, if the Company were
to be dissolved at the time of the dividend, to satisfy the preferential rights
upon dissolution of shareholders whose rights are superior to those receiving
the distribution.
Liquidation. In the event of a liquidation, dissolution or winding up of the
Company, each holder of shares of the Common Stock would be entitled to receive,
after payment of all debts and liabilities of the Company, a pro rata portion of
all assets of the Company available for distribution to holders of the Common
Stock. If any serial preferred stock is issued, the holders thereof may have a
priority in liquidation or dissolution over the holders of the Common Stock.
Other Characteristics. Holders of the Common Stock do not have preemptive
rights with respect to any additional shares of the Common Stock which may be
issued. The Common Stock is not subject to call for redemption, and the
outstanding shares of the Common Stock, upon payment of the full purchase price
therefor, are fully paid and nonassessable.
Preferred Stock
The Company is authorized to issue Three Million (3,000,000) shares of
preferred stock, $.01 par value per share. The Board of Directors of the Company
is authorized to issue preferred stock and the fix and state voting powers,
designations, preferences or other special rights of such shares and the
qualifications, limitations, and restrictions thereof. The preferred stock may
rank prior to the Common Stock as to dividend rights, liquidation preferences,
or both, and may have full or limited voting rights.
Certain Anti-takeover Provisions in the Amended and Restated Articles of
Incorporation and Bylaws
Authorization of Preferred Stock. The Company's Amended and Restated
Articles of Incorporation authorize the issuance of up to Three Million
(3,000,000) shares of preferred stock. The preferred stock could be issued by
the Board, from time to time, without the necessity of further action or
authorization by the Company's shareholders (unless required by applicable law),
in one or more series and with such voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications as
the Board may, in its discretion, determine.
Board of Directors. The Amended and Restated Articles of Incorporation
provide that the Board of Directors is divided into three classes, as nearly
equal in number as possible, with each class being elected to office for three
year terms. A classified Board of Directors upon which directors serve three (3)
year terms requires at least two annual shareholder meetings in order to effect
a change in the control of the Board.
The Amended and Restated Articles of Incorporation provide that directors of
the Company may be removed from office by the shareholders only for cause and
that such action may be taken only by the affirmative vote of at least two-
thirds (66%) of the then-outstanding shares of stock entitled to vote generally
in the election of directors. The Amended and Restated Articles of Incorporation
further provide that any vacancy on the Board of Directors, however resulting
(including vacancies created as a result of a resolution of the Board of
Directors increasing the number of directors of the Company), may be filled by a
majority of the directors then in office, even if less than a quorum or by a
sole remaining director, and that such director shall hold office for the
remainder of the term of the class to which he or she is elected.
3
Limitations on Actions by Shareholders. The Amended and Restated Articles of
Incorporation provide that special meetings of the shareholders of the Company
may be called only by a majority of the total number of authorized directors of
the Company or by the holders of not less than fifty percent (50%) of all the
votes entitled to be cast on any issue at the proposed special meeting. In
addition, shareholders are prohibited by the Amended and Restated Articles of
Incorporation from taking action by a consent in writing. Therefore, all
shareholder action must be taken at an annual or special meeting of
shareholders.
Board Consideration of Certain Nonmonetary Factors in the Event of an Offer by
Another Party. The Amended and Restated Articles of Incorporation provide that
the Board of Directors shall consider all factors it deems relevant in
evaluating a proposed share exchange, tender offer, merger, consolidation, or
other similar transaction. This allows the Board of Directors to consider (i)
the best interests of the shareholders and the Company; (ii) the social, legal
and economic effects on employees, customers, depositors and communities served
by the Company; (iii) the consideration offered in relation to the then current
market value of the Company in a freely negotiated transaction; (iv) estimations
of future value of the stock of the Company; and (v) any other factor deemed
relevant by the Board of Directors.
Amendment of Amended and Restated Articles of Incorporation. The Amended and
Restated Articles of Incorporation provide that specified provisions contained
in the Articles may not be repealed or amended except upon the affirmative vote
of at least two-thirds of the then outstanding shares of the Common Stock
entitled to vote, or by a majority of "disinterested directors" (as defined in
the Articles) and then by a majority of the then outstanding shares of the
Common Stock entitled to vote. The specific provisions are those (i) relating
to the management of the Company and limiting shareholder action by consent
without a meeting; (ii) relating to the number of directors, the filling of
vacancies on the Board of Directors, and the removal of a director or directors
from office; (iii) setting forth the requirements for shareholder nominations to
the Board of Directors; (iv) regarding the consideration of certain nonmonetary
factors in the event of an offer or takeover attempt by a third party; (v)
providing for the indemnification of directors, officers, employees and agents
of the Company; and (vi) governing the required shareholder vote for amendment
of the Articles.
Procedures for Shareholder Nominations. The Amended and Restated Articles of
Incorporation require that any shareholder nominations for the election of
directors be delivered to the Company no less than one hundred twenty (120) nor
more than one hundred eighty (180) days in advance of the date of the Company's
notice of annual meeting provided with respect to the previous year's annual
meeting. If no such meeting was held in the previous year or the date of an
annual meeting has been changed to be more than thirty (30) calendar days
earlier than the date contemplated by the previous year's proxy statement, such
notice must be received no later than the tenth (10th) day following the earlier
of (i) the date on which the notice of annual meeting is given to shareholders
or (ii) the date on which such notice of the meeting is made public. The
Articles also specify certain requirements for stockholder's notice to be in
proper written form.
Applicability of Florida Business Corporation Act
The following discussion is a summary of two statutory shareholder protection
provisions under the FBCA which apply to certain Florida corporations, including
the Company. This summary is provided for informational purposes only. As
such, this summary does not purport to be a complete discussion of, and is
qualified in its entirety by reference to, the governing law and governing
corporate documents of the Company.
Affiliated Transactions. Section 607.0901 of the FBCA provides a super-
majority requirement for certain proposed transactions ("Section 607.0901")
which applies to all Florida corporations unless a corporation expressly chooses
to "opt out" of the applicability of such law or the corporation falls under one
of the exemptions from the statute's application. Under the FBCA, any merger,
share exchange, dissolution or sale of all or substantially all of the assets of
a corporation other than in the usual and regular course of business must be
approved by the affirmative vote of the holders of a majority of the shares of
stock entitled to vote on the matter. As to the Company, Section 607.0901, as
well as the current Amended and Restated Articles of Incorporation of the
Company, require that, in addition to any vote required by the FBCA and subject
to the exceptions described below, any "Affiliated Transaction" between the
Company and any beneficial owner of 10% or more of the Company's voting shares,
including shares held by any associate or affiliate of such a person (an
"Interested Shareholder"), be approved by the affirmative vote of the holders of
two-thirds (66 2/3%) of the voting shares of the Company's stock, excluding for
such purposes any shares held by the Interested Shareholder. An "Affiliated
Transaction" includes, among other transactions: (i) any merger or consolidation
of the Company or any of its subsidiaries with an Interested Shareholder or an
associate or affiliate of an Interested Shareholder, (ii) any sale, exchange or
other disposition of assets of the Company to an Interested Shareholder or an
associate or affiliate of an Interested Shareholder, having an aggregate market
value of all of the outstanding shares of the Company, or representing 5% or
more of the earning power or net income of the Company, and (iii) the issuance
or transfer to the Interested Shareholder or an associate or affiliate of the
Interested Shareholder, by the Company, of
4
the shares of the Company or any of its subsidiaries which have an aggregate
market value equal to 5% or more of the aggregate market value of all of the
outstanding shares of the Company.
However, the voting requirements of Section 607.0901 do not apply to an
Affiliated Transaction if, among other things: (a) the Affiliated Transaction
has been approved by a majority of the disinterested directors on the Company's
board of directors, (b) the Interested Shareholder has been the beneficial owner
of at least 80% of the Company's outstanding voting shares for at least five
years, (c) certain fair price requirements have been met, or (d) the Company has
not had more than 300 shareholders of record at any time during the three years
preceding the date of the first general public announcement of a proposed
Affiliated Transaction.
The Company is currently subject to Section 607.0901 under its present Amended
and Restated Articles of Incorporation, and thus any Affiliated Transaction
would be subject to a two-thirds (66 2/3%) vote of the holders of the
outstanding shares of the Company entitled to vote, unless otherwise exempt.
Control Share Acquisitions. The control share acquisition provisions of the
FBCA ("Section 607.0902") impose conditions and restrictions on "control share
acquisitions" which provide that any "control shares" (shares which represent at
least 20% of the outstanding stock of a Florida corporation) that are acquired
in a "control share acquisition" have no voting rights except to the extent
approved by the affirmative vote of a majority of all votes entitled to be cast
on the matter, excluding all "interested shares," which are shares which may be
voted directly or indirectly by the person proposing to make the "control share
acquisition," by any officer of the corporation or by any employee who is also a
director of the corporation. The application of Section 607.0902 to the Company
by virtue of the FBCA would have the effect of limiting the voting power of any
Company shareholder, even those who are not intent on soliciting a change in
control of the Company, without first conferring with management upon such
shareholder's acquisition of a threshold amount of the voting stock of the
Company.
Item 5. Interests of Named Experts and Counsel.
None. Neither the named experts or counsel referenced below have an interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the FBCA provides that a corporation may indemnify a
director or officer of the corporation and purchase and maintain liability
insurance for those persons as, and to the extent, permitted by Section 607.0850
of the FBCA. In addition, the Registrant's Amended and Restated Articles of
Incorporation obligate the Registrant to indemnify its officers and directors
for costs and expenses actually and reasonably incurred in connection with a
legal proceeding, including amounts paid in settlement of such a proceeding, to
the fullest extent permitted by the FBCA.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. regarding the
legality of the securities being offered hereby.
10. 1996 Associate Incentive Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-Fauli & Stewart, P.A. (contained in
Exhibit 5).
Item 9. Undertakings.
The undersigned hereby undertakes:
5
(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 of 1933;
(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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, 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
Plan.
(4) That, for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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.
(5) To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
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 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 Act and will be governed by the final adjudication of
such issue.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Tallahassee, State of Florida, on the 20th day of
December, 1996.
Capital City Bank Group, Inc.
By: /s/ William G. Smith, Jr.
------------------------------------
William G. Smith, Jr., President and Director
(Principal Executive Officer)
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
/s/ DuBose Ausley Chairman of the Board December 20, 1996
- --------------------------
DuBose Ausley
/s/ Thomas A. Barron Director December 20, 1996
- --------------------------
Thomas A. Barron
/s/ Cader B. Cox, III Director December 20, 1996
- --------------------------
Cader B. Cox, III
/s/ John K. Humphress Director December 20, 1996
- --------------------------
John K. Humphress
/s/ Payne H. Midyette Director December 20, 1996
- --------------------------
Payne H. Midyette, Jr.
/s/ Godfrey Smith Director December 20, 1996
- --------------------------
Godfrey Smith
/s/ William G. Smith, Jr. Director December 20, 1996
- -------------------------
William G. Smith, Jr.
7
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
5 Opinion of Gunster, Yoakley, Valdes-
Fauli & Stewart, P.A. regarding the
legality of the securities
being offered hereby
10 1996 Associate Incentive Plan
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hacker, Johnson, Cohen & Grieb
23.3 Consent of Gunster, Yoakley, Valdes-
Fauli & Stewart, P.A. (contained
in Exhibit 5)
8