Edgar Filing: GEORGIA BANCSHARES INC//

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 58-2646154
--------- ------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

100 Westpark Drive
Peachtree City, Georgia 30269
-----------------------------
(Address of Principal Executive Offices)

Georgia Bancshares, Inc. 2001 Stock Incentive Plan
Organizer Warrants
(Full Title of the Plan)

Ira P. Shepherd, III
President and Chief Executive Officer
Georgia Bancshares, Inc.
100 Westpark Drive
Peachtree City, Georgia 30269
(770) 631-9488
--------------
(Name, address, and telephone number of agent for service)

--------------------------------

Copies Requested to:
Neil E. Grayson
Jason R. Wolfersberger
Nelson Mullins Riley & Scarborough, L.L.P.
999 Peachtree Street, N.E., Suite 1400
Atlanta, Georgia 30309
(404) 817-6000
(404) 817-6050 (Fax)

--------------------------------

Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration Fee
per Share Price
----------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value 350,636(1) $16.00(2) $5,610,176(2) $516.14
----------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value 544,013(3) $6.40(4) $3,481,683(4) $320.31
----------------------------------------------------------------------------------------------------------------

(1) Represents shares of common stock issuable under the Georgia Bancshares
2001 Stock Incentive Plan.
(2) In accordance with Rule 457(c), the registration fee is based upon the
average of the bid and asked price as of May 27, 2003.
(3) Represents shares of common stock underlying warrants granted to our
organizers.
(4) In accordance with Rule 457(g), the registration fee is based upon the
price at which the warrant may be exercised.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by us with the SEC are incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be incorporated by reference in this registration statement
and shall be a part of this registration statement from the date of filing of
the documents:

o Our Annual Report on Form 10-KSB for the year ended December
31, 2002 filed with the SEC on March 26, 2003 as amended on
March 28, 2003 and May 19, 2003; and
o Our Quarterly Report on Form10-QSB for the period ended March
31, 2003 filed with the SEC on May 13, 2003.

Item 4. Description of Securities.

No response to this item is required.

Item 5. Interests of Named Experts and Counsel.

No response to this item is required.

Item 6. Indemnification of Directors and Officers.

The Georgia Business Corporation Code (the "Georgia Law") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for a breach of duty,
provided that no provision shall eliminate or limit the liability of a director
for: an appropriation of any business opportunity of the corporation; any act or
omission which involves an intentional misconduct or a knowing violation of law;
any transaction from which the director derives an improper personal benefit; or
any distribution that is illegal under Section 14-2-832 of the Georgia Law. Our
articles of incorporation contain a provision which limits the liability of a
director to the company or its shareholders for any breach of duty as a director
except for a breach of duty for which the Georgia Law prohibits such limitation
of liability. This provision does not limit the right of the company or its
shareholders to seek injunctive or other equitable relief not involving monetary
damages.

Our articles of incorporation and bylaws contain certain provisions
which provide indemnification to our directors that is broader than the
protection expressly mandated in Sections 14-2-852 and 14-2-857 of the Georgia
Law. If a director or officer of the company has been wholly successful, on the
merits or otherwise, in the defense of any action or proceeding brought by
reason of the fact that such person was a director or officer of the company,
Sections 14-2-852 and 14-2-857 of the Georgia Law would require the company to
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. The Georgia Law expressly allows
the company to provide for greater indemnification rights to its officers and
directors, subject to shareholder approval.

The indemnification provisions in our articles of incorporation and
bylaws require us to indemnify and hold harmless each of our directors,
officers, employees and agents to the extent that he or she is or was a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was a director,
officer, employee or agent of the company, against expenses (including, but not
limited to, attorneys' fees and disbursements, court costs and expert witness
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the board of directors, the
shareholders or otherwise. Indemnified persons would also be entitled to have
the company advance expenses prior to the final disposition of the proceeding.
If it is ultimately determined that they are not entitled to indemnification,
however, such amounts must be repaid.

We have the power, under our bylaws, to obtain insurance on behalf of
any director, officer, employee or agent of the company against any liability
asserted against or incurred by such person in any such capacity, whether or not
the

company has the power to indemnify such person against such liability at
that time under the articles of incorporation, bylaws or the Georgia Law.

The Securities and Exchange Commission has informed us that
indemnification for officers, directors, and controlling persons for liabilities
arising under the Securities Act of 1933 is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

No response to this item is required.

Item 8. Exhibits.

The following exhibits are filed with this Registration Statement:

Exhibit
Number Description of Exhibit
------ ----------------------

4.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2
of the Company's Registration Statement on Form SB-2; File No.
333-74710)

4.3 Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated
by reference to Exhibit 10.1 of the Company's Registration
Statement on Form SB-2; File No. 333-74710)

4.4 Form of Warrant Agreement (incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form SB-2; File
No. 333-74710)

4.5 Form of First Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.3 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.6 Form of Second Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.4 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.7 Form of Third Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.2 of the Company's Form 10-KSB Amendment
No. 2 for the period ended December 31, 2002).

5.1 Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

10.1 Real Estate Agreement dated June 1, 1999 between The Bank of
Georgia and Charles B. Miles & S. Reid Hutchings (incorporated by
reference to Exhibit 10.5 of the Company's Registration Statement
on Form SB-2; File No. 333-74710).

10.2 Summary of the Georgia Bancshares, Inc. 401K Plan (incorporated
by reference to Exhibit 10.2 of the Company's Form 10-KSB
Amendment No. 2 for the period ended December 31, 2002).

23.1 Consent of Abbott, Jordan & Koon, LLC

23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained
in their opinion filed as Exhibit 5.1)

24 Power of Attorney (contained on the signature pages of this
Registration Statement)

Item 9. Undertakings.

The Company 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 of 1933;

(ii) To reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 end 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 a 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 additional or changed material information on
the plan of distribution;

provided, however, that the undertakings set forth in paragraph (i)
-------- -------
and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission pursuant to Section 13 or 15(d) of the Exchange Act of
1934 that are incorporated by reference in this 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 offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Georgia
Bancshares, Inc. 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 Peachtree City, State of Georgia, on this 15th
day of May, 2003.

GEORGIA BANCSHARES, INC.

By: /s/ Ira P. Shepherd, III
-----------------------------------
Ira P. Shepherd, III
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of Georgia Bancshares, Inc. (the "Company"), a Georgia
corporation, for himself and not for one another, does hereby constitute and
appoint Ira P. Shepherd, III a true and lawful attorney in his name, place and
stead, in any and all capacities, to sign his name to any and all amendments,
including post-effective amendments, to this Registration Statement, and to
cause the same (together with all Exhibits thereto) to be filed with the
Securities and Exchange Commission, granting unto such attorney full power and
authority to do and perform any act and thing necessary and proper to be done in
the premises, as fully to all intents and purposes as the undersigned could do
if personally present, and each of the undersigned for himself hereby ratifies
and confirms all that the attorney shall 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.

Signatures Title Date
---------- ----- ----

/s/ Ira P. Shepherd, III
-----------------------------
Ira P. Shepherd, III President, Chief Executive May 15, 2003
Officer (principal executive
officer), and Director

/s/ Clyde A. McArthur
-----------------------------
Clyde A. McArthur Chief Financial Officer May 15, 2003
(principal accounting and
financial officer)

-----------------------------
Arlie C. Aukerman Director

/s/ Joseph S. Black
-----------------------------
Joseph S. Black Vice Chairman, Director May 15, 2003

/s/ Rick A. Duncan
-----------------------------
Rick A. Duncan Director, Executive Vice May 15, 2003
President

/s/ Dale K. Geeslin
-----------------------------
Dale K. Geeslin Secretary, Director May 15, 2003

/s/ Malcolm R. Godwin May 15, 2003
-----------------------------
Malcolm R. Godwin Director, Executive Vice
President

/s/ W. Robert Hancock
-----------------------------
W. Robert Hancock Director May 15, 2003

-----------------------------
Vincent M. Rossetti Director

-----------------------------
Donnie H. Russell Director

/s/ Thomas G. Sellmer
-----------------------------
Thomas G. Sellmer Director May 15, 2003

Chairman, Director
-----------------------------
Enrico A. Stanziale

Director
-----------------------------
James H. Webb, Jr.

EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------

4.1 Articles of Incorporation of the Company (incorporated by reference
to Exhibit 3.1 of the Company's Registration Statement on Form
SB-2; File No. 333-74710)

4.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form SB-2; File No.
333-74710)

4.3 Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.4 Form of Warrant Agreement (incorporated by reference to Exhibit
10.2 of the Company's Registration Statement on Form SB-2; File No.
333-74710)

4.5 Form of First Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.3 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.6 Form of Second Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.4 of the Company's Registration Statement
on Form SB-2; File No. 333-74710)

4.7 Form of Third Amendment to Warrant Agreement (incorporated by
reference to Exhibit 10.2 of the Company's Form 10-KSB Amendment
No. 2 for the period ended December 31, 2002).

5.1 Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.

10.2 Summary of the Georgia Bancshares, Inc. 401K Plan (incorporated by
reference to Exhibit 10.2 of the Company's Form 10-KSB Amendment
No. 2 for the period ended December 31, 2002).

23.1 Consent of Abbott, Jordan & Koon, LLC

23.2 Consent of Nelson Mullins Riley & Scarborough, L.L.P. (contained in
their opinion filed as Exhibit 5.1)

24 Power of Attorney (contained on the signature pages of this
Registration Statement)