UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. N/A)
Filed by the Registrant [X]
x
Filed by a Party other than the Registrant [ ]
o
Check the appropriate box:
[ ]
o Preliminary Proxy Statement
[ ]
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
xDefinitive Proxy Statement
[ ]
o Definitive Additional Materials
[ ]
o Soliciting Material Pursuant to Rule 14a-12
NBOG BANCORPORATION, INC.
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(Name
FIRST CENTURY BANCORP.
(Name of Registrant as Specified In Its Charter)
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(Name
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
[X] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, orthe Form or Schedule and the date of its filing:
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NBOG BANCORPORATION, INC.
_________________________________________________________________________
FIRST CENTURY BANCORP.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
November 6, 2006
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 15, 2007
October 1, 2007
Dear Shareholder:
You are cordially invited to attend the 2007 Annual Meeting of Shareholders of First Century Bancorp., the holding company for The National Bank of Gainesville. At the meeting, we will report on our annual meeting of shareholders
that will be held at the Gainesville Civic Center located at 830 Green Street,
Gainesville, Georgia, on December 14,performance in 2006 at 8:00 a.m.and answer your questions. We sincerely hope thatyou will be able to attend the meeting, and we look forward to seeing you.
As you are aware, we recently terminated our pending merger agreement
with El Banco Financial Corporation after
This letter serves as your official notice that the parties mutually agreed that
receipt of regulatory approval would not be forthcoming on a timely basis. We
have engaged Stevens & Company to identify a strategic partner to acquire or
recapitalize The National Bank of Gainesville.
We thank you for your support, and we encourage you to review the 2005
Annual Report, which accompanies this proxy statement. We have also included a
separate document titled "An Update to Shareholders," which includes updated
financial information, information about our prior agreement to merge with El
Banco Financial Corporation and information regarding the issuance of preferred
stock to maintain our capital levels.
In addition to the 2005 Annual Report and Update to Shareholders,
enclosed are the Notice of Meeting, Proxy Statement and Proxy. We hope that you
can attend the Meeting and vote your shares in person. In any case, we would
appreciate that you mark, date, and sign the enclosed Proxy card, and return it
to us in the envelope provided as soon as possible. If you attend the Meeting in
person, you may revoke your proxy at the Meeting and vote in person. You may
revoke your proxy at any time before it is voted.
If you have any questions about the Proxy Statement or our Annual
Report, please call or write us.
Sincerely,
R. Allen Smith Ann M. Palmour
President and Chief Executive Officer Chairman of the Board of Directors
The date of this document is November 6, 2006 and is first being mailed to the
shareholders of NBOG on or about November 9, 2006.
NBOG BANCORPORATION, INC.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 14, 2006
The annual meeting of shareholders of NBOG Bancorporation, Inc. will be held on December 14, 2006November 15, 2007 at 8:11:00 a.m., at the Gainesville Civic Centerour offices located at 830 Green807 Dorsey Street, Gainesville, Georgia for the following purposes:
(1)
1. To consider and elect three (3)two persons to serve as a Class III
DirectorsI Director for a three-year term expiring in 2009;
(2)2010; and
2. To transact any other business as may properly come before the meeting or any adjournments of the meeting.
The Board of Directors has set the close of business on NovemberOctober 1, 20062007 as the Record Daterecord date for determining the shareholders who are entitled to notice of and to vote at the meeting.
We hope thatthank you will be ablefor your support, and we encourage you to attendreview the 2006 Annual Report, which accompanies this meeting notice. In addition to the 2006 Annual Report, enclosed are the proxy statement and proxy card. Please use this opportunity to take part in the affairs of your company by voting on the business to come before the meeting. Whether or notEven if you plan to attend the meeting, we ask thatencourage you mark, date, sign,to complete and return the enclosed proxy card to us in the envelope provided as soon as possible. If you attend the meeting in person, you may revoke your proxy at the meeting and vote your shares in person. You may revoke your proxy at any time before it is voted.
If you have any questions about the proxy is exercised.
ON BEHALF OF THE BOARD OF DIRECTORS OF NBOG, WE URGE YOU TO VOTE "FOR"
THE ELECTION OF THE CLASS III DIRECTORS.
By OrderProxy Statement or our 2006 Annual Report, please call or write us.On behalf of the Board of Directors Ann M. Palmour
ofFirst Century Bancorp.,we urge you to vote “FOR” the election of the Class I Directors.
Sincerely,
R. Allen Smith William R. Blanton
President and Chief Executive Officer Chairman of the Board of Directors
November 9, 2006
PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD
PROMPTLY WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE ANNUAL MEETING.
FAILURE TO RETURN A PROPERLY EXECUTED PROXY OR TO VOTE AT THE ANNUAL
MEETING WILL HAVE THE SAME EFFECT AS A VOTE AGAINST THE
MERGER AGREEMENT. PLEASE DO NOT SEND IN ANY CERTIFICATES FOR
YOUR SHARES AT THIS TIME.
NBOG BANCORPORATION, INC.
The date of this document is
FIRST CENTURY BANCORP.
807 Dorsey Street
Gainesville, Georgia 30501
(770) 297-8060
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PROXY STATEMENT FOR 20062007 ANNUAL MEETING
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TIME AND PLACE OF THE MEETING
Time and Place of the Meeting
Our Board of Directors is furnishing this proxy statement in connection with its solicitation of proxies for use at the annual meeting2007 Annual Meeting of shareholdersShareholders to be held on December 14, 2006,November 15, 2007, at 8:11:00 a.m., at the Gainesville Civic Centerour offices located at 830 Green807 Dorsey Street, Gainesville, Georgia, and at any adjournments of the meeting.
RECORD DATE AND MAILING DATE
Record Date and Mailing Date
The close of business on NovemberOctober 1, 20062007 is the Record Daterecord date for the determination of shareholders entitled to notice of and to vote at the meeting. We first mailed this proxy statement and the accompanying proxy card to shareholders on or about November 9, 2006.
PROPOSALS TO BE CONSIDERED
October 8, 2007.
Proposals to Be Considered
1. To consider and elect three (3)two persons to serve as Class III
DirectorsI Director for a three-year term expiring in 2009;
2010;
2. To transact any other business as may properly come before the meeting or any adjournments of the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
CLASS III DIRECTORS.
PROCEDURES FOR VOTING BY PROXY
The Board of Directors recommends a vote “FOR” the election of the Class I Directors.
Procedures for Voting by Proxy
If you properly sign, return, and do not revoke your proxy, the persons appointed as proxies will vote your shares according to the instructions you have specified on the proxy card. If you sign and return your proxy card but do not specify how the persons appointed as proxies are to vote your shares, your proxy will be voted FOR the election of the director nomineesnominee and in the best judgment of the persons appointed as proxies as to all other matters properly brought before the meeting. If any nominee for election to the Board of Directors named in this proxy statement becomes unavailable for election for any reason, the proxy may be voted for a substitute nominee selected by the Board of Directors.
You can revoke your proxy at any time before it is voted by delivering to W. Bryan Hendrix,R. Allen Smith, our Chief FinancialExecutive Officer, at the main office of the
Bank,807 Dorsey Street, Gainesville, Georgia 30501, either a written revocation of the proxy or a duly executed proxy bearinga later date or by attending the meeting and voting in person.
REQUIREMENTS FOR SHAREHOLDER APPROVAL
Requirements for Shareholder Approval
As of the close of business on October 1, 2007, the Record Date, NBOGrecord date, First Century Bancorp. had 50,000,000 shares of common stock, no par value, authorized, of which 993,5601,732,458 shares were issued
and outstanding. Each issued and outstanding share of common stock isentitled to one vote on all matters presented at the meeting.
A quorum will be present at the meeting if a majority of the outstanding shares of common stock entitled to vote at the meeting is represented in person or by valid proxy. We will count abstentions and brokernon-votes, which are described below, in determining whether a quorum exists.
On
For Proposal 1,One, the election of directors, only those votes actually cast for the election of a director however, will be counted for purposes of determining whether a particular director nominee receives sufficient votes to be elected. To be elected, a director nominee must receive more votes than any other nominee for the particular seat on the Board of Directors. As a result, if you withhold your vote as to one or more nominees, it will have no effect on the outcome of the election unless you cast that vote for a competing nominee. AtAs of the present time date of this proxy statement,we do not know of any competing nominees.
ABSTENTIONS.
Abstentions. A shareholder who is present in person or by proxy at the annual meeting and who abstains from voting on any or all proposals will be included in the number of shareholders present at the annual meeting for the purpose of determining the presence of a quorum. Abstentions do not count asvotes in favor of or against a given matter.
BROKER NON-VOTES.
Broker Non-Votes.Brokers who hold shares for the accounts of their clients may vote these shares either as directed by their clients or in their own discretion if permitted by the exchange or other organization of which they are members. Proxies that contain a broker vote on one or more proposals but no vote on others are referred to as "broker non-votes" with respect to the proposal(s) not voted upon. Broker non-votes are included in determining the presence of a quorum. A broker non-vote, however, does not count as a vote in favor of or against a particular proposal for which the broker has nodiscretionary voting authority.
Approval of any other matter that may properly come before the annual meeting requires the affirmative vote of a majority of shares of common stock present in person or by proxy and entitled to vote on the matter. Abstentions and broker non-votes will be counted in determining the minimum number of votesrequired for approval and will, therefore, have the effect of negative votes.
NON-VOTING PREFERRED STOCK.
Non-Voting Preferred Stock. As of the close of business on October 1, 2007, the Record
Date, NBOGrecord date, First Century Bancorp. had 10,000,000 shares of preferred stock, no par value, authorized, including 50,000 shares of Series A Preferred Stock of which 21,000no shares were issued and outstanding. The Series A Preferred Stock is not entitled to vote on any of the matters to be presented at the meeting.
PROXY SOLICITATION
NBOG
Proxy Solicitation
First Century Bancorp. will pay the cost of proxy solicitation. Our directors, officers and employees may, without additional compensation, solicit proxies by personal interview, telephone, fax, or otherwise. We will direct brokerage firms or other custodians, nominees or fiduciaries to forward our proxy solicitation material to the beneficial owners of common stock held of record by these institutions and will reimburse them for the reasonable out-of-pocket expenses they incur in connection with this process.
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PROPOSAL ONE: ELECTION OF DIRECTORS
NBOG's
First Century Bancorp.'s Board of Directors consists of seveneight members and is divided into three classes. Each class of directors serves a staggered three-year term. The term of each class expires at the annual meeting in the years indicated below and upon the election and qualification of the director's successor. The Board of Directors unanimously recommends that the shareholders elect the personsperson identified below as a Director NomineesNominee to serve as Class III DirectorsI Director for a three-year term expiring in 2009.2010. The following table shows for eachthe nominee and each continuing director: (a) his or her name; (b) his or her age at December 31, 2005;2006; (c) how long he or she has been a director of NBOG;First Century Bancorp. ; (d) his or her position(s) with NBOG,First Century Bancorp., other than as a director; and (e) his or her principal occupation and business experience for the past five years. Unless otherwise indicated below, each of our directors has held the respective positions described below for at least the last five years. The address of each director is 807 Dorsey Street, Gainesville, Georgia, 30501. Each of the directors listed below is also a director of The National Bank of Gainesville.
Gainesville (the "Bank").
Name (Age) | Director Since | Position withFirst Century Bancorp. (other than asa director)and Business Experience |
Class I Director Nominees: (For Three-Year Term Expiring 2010) | ||
Dr. Wendell A. Turner (48) | 2001 | Medical doctor, Lanier OB-GYN Associates since 1986 |
R. K. Whitehead, III | 2007 | President of |
Class II Continuing Directors: (Term Expiring 2008) | ||
William A. Bagwell, Jr. (36) | 2007 | Owner of Homestead Investments, LLC since 2005 |
William M. Evans, Jr. (56) | 2007 | Real Estate Developer, Fox Creek Properties |
J. Allen Nivens, Jr. (32) | 2007 | The Norton Agency |
Class III Continuing Directors: (Terming Expiring 2009) | ||
William R. Blanton (59) | 2007 | President of Cinc Systems, Inc. since 2004; Vice Chairman of First Covenant Bank; Managing member of Terrazza Reality Advisors, LLC, Terrazza Reality Investments, LLC and |
Lanny W. Dunagan (53) | 2002 | Sole owner of Lanny Dunagan's Welding Service since |
Gilbert T. Jones, Sr. (67) | 2000 | Retired; Sole owner of Great Southern Resource & Investment, Inc. (a development and construction company) since |
THE BOARD OF DIRECTORS OF NBOG FIRST CENTURY BANCORP.RECOMMENDS
THAT YOU VOTE "FOR"ELECTION OF THE CLASS IIII DIRECTOR NOMINEES.
3
MEETINGS AND COMMITTEES OF THE BOARDNOMINEE.
Meetings and Committees of the Board
During the year ended December 31, 2005,2006, the Board of Directors of NBOGFirst Century Bancorp. held twelve24 regular and special meetings. Each of the incumbent directors attended at least 75% of the total number of meetings of NBOG'sFirst Century Bancorp.'s Board of Directors and committees of the Board on which he or she serves.
NOMINATING COMMITTEE. NBOG
Nominating Committee. First Century Bancorp. does not have a standing nominating committee for director nominees and has not adopted a nominating committee charter. Rather, the full Board of Directors participates in the consideration of director nominees. Each of NBOG'sFirst Century Bancorp.'s directors meets the requirement for independence as defined by the National Association of Securities Dealers' listing standards. Since NBOGFirst Century Bancorp. is a small business issuer and all of our directors are independent, we believe a standing nominating committee for director nominees is not necessary. See "Director Nominations and Shareholder Communications" on page 1.
COMPENSATION/ADMINISTRATIVE COMMITTEE. 11.
Administrative Committee.The Boards of Directors of NBOGFirst Century Bancorp. and the Bank have established a joint Compensation/an Administrative Committee for the purpose of addressing issues regarding personnel and compensation and administering the NBOG Bancorporation, Inc.,First Century Bancorp. 2003 Stock Incentive Plan. The Compensation/Administrative Committee members for 20052006 included all of the independent directors of NBOG. The Compensation/First Century Bancorp. There were no Administrative Committee held five meetings during the year ended December 31, 2005.
AUDIT COMMITTEE. 2006. The Administrative Committee has the authority to determine the salaries, bonuses and equity plan participation levels for the named executive officers and is responsible for establishing, implementing and monitoring all compensation policies of First Century Bancorp. and the Bank. The Administrative Committee also has the authority to review and make determinations with respect to employment agreements, severance arrangements and retirement plans for the named executive officers, to oversee the design and administration of equity-based and incentive compensation plans and otherwise to review and approve compensation plans. The Administrative Committee does not delegate any of its authority to any executive officer of First Century Bancorp. or the Bank. The CEO does not participate in any discussion or review by the Administrative Committee regarding his own compensation. The Administrative Committee has not adopted a charter.
Audit Committee.The Boards of Directors of NBOGFirst Century Bancorp. and the Bank have established a joint Audit Committee for the purpose of reviewing NBOG'sFirst Century Bancorp.'s annual report and internal audit report of independent public accountants. The Audit Committee members for 20052006 were Ann M. Palmour, Chairman; Kathy L. Cooper, Vice-Chairman; Gilbert T. Jones, Sr.; Shelley Palmour Anderson; and Paula M. Allen. The Audit Committee members in 20062007 are AnnWilliam R. Blanton, Chairman, Lanny W. Dunagan, Secretary, Dr. Wendell A. Turner, Gilbert T. Jones, Sr., William A. Bagwell, Jr., William M. Palmour, Chairman; Kathy
L. Cooper, Vice-Chairman; Shelley Palmour Anderson;Evans, Jr., J. Allen Nivens, Jr., and Paula M. Allen.R. K. Whitehead, III. Each of these members meets the requirement for independence as defined by the National Association of Securities Dealers' listing standards. Although none of the Audit Committee members meets the criteria specified under applicable Securities and Exchange Commission regulations for an "audit committee financial expert," the Board believes each has the financial knowledge, business experience and independent judgment necessary for service on the Audit Committee. The Audit Committee held sixthree meetings during the year ended December 31, 2005.2006. The Audit Committee also serves as the Information
Technology Committee. The Audit Committee adopted its charter in August 2005.
AUDIT COMMITTEE REPORT2005, a copy of which is attached hereto asExhibit A.
Audit Committee Report
The Audit Committee reports as follows with respect to the audit of NBOG's 2005First Century Bancorp.'s 2006 audited consolidated financial statements.
o The Audit Committee has reviewed and discussed NBOG's 2005
audited consolidated financial statements with NBOG's
management;
o The Audit Committee has discussed with the independent
auditors McNair, McLemore, Middlebrooks & Co, LLP the matters
required to be discussed by SAS 61, which include, among other
items, matters related to the conduct of the audit of NBOG's
consolidated financial statements;
o The Audit Committee has received written disclosures and the
letter from the independent auditors required by Independence
Standards Board Standard No. 1 (which relates to the auditor's
independence from the corporation and its related entities)
and has discussed with the auditors the auditors' independence
from the NBOG; and
o Based on review and discussions of NBOG's 2005 audited
consolidated financial statements with management and
discussions with the independent auditors, as described above,
the Audit Committee recommended to the Board of Directors that
NBOG's 2005 audited consolidated financial statements be
included in NBOG's Annual Report on Form 10-KSB.
November 6, 2006 By: Kathy L. Cooper
Shelley Palmour Anderson
Gilbert T. Jones, Sr.
Ann M. Palmour
Paula M. Allen
4
EXECUTIVE OFFICER
· | The Audit Committee has reviewed and discussed First Century Bancorp. 's 2006 audited consolidated financial statements with First Century Bancorp. 's management; |
· | The Audit Committee has discussed with the independent auditors McNair, McLemore, Middlebrooks & Co, LLP the matters required to be discussed by SAS 61, which include, among other items, matters related to the conduct of the audit of First Century Bancorp.'s consolidated financial statements; |
· | The Audit Committee has received written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1 (which relates to the auditor's independence from the corporation and its related entities) and has discussed with the auditors the auditors' independence from First Century Bancorp. and its management; and |
· | Based on review and discussions of First Century Bancorp.'s 2006 audited consolidated financial statements with management and discussions with the independent auditors, as described above, the Audit Committee recommended to the Board of Directors that First Century Bancorp.'s 2006 audited consolidated financial statements be included in First Century Bancorp.'s Annual Report on Form 10-KSB. |
October 1, 2007 | By: | William R. Blanton |
Lanny W. Dunagan | ||
Gilbert T. Jones, Sr. | ||
Dr. Wendell A. Turner | ||
William A. Bagwell, Jr. | ||
William M. Evans, Jr. | ||
J. Allen Nivens, Jr. | ||
R. K. Whitehead, III |
Executive Officers
The table below shows the following information for each of NBOG'sFirst Century Bancorp.'s executive officers: (a) his name; (b) his age at December 31, 2005;2006; (c) how long he has been an officer or significant employee of NBOG;First Century Bancorp.; (d) his positions with NBOGFirst Century Bancorp. and the Bank; and (e) his principal occupation for the last five years:
Name (Age) | Held Since | Position with |
R. Allen Smith | 2006 | President and Chief Executive Officer of |
Sondra J. Perkins(36) | 2007 | Principal Financial Officer and Comptroller of |
Lance Jones (58) | 2007 | Senior Lending Officer of First Century Bancorp. and the Bank; |
Executive Compensation
The following table sets forth the annual and long-term compensation for services in all capacities to NBOGFirst Century Bancorp. for the fiscal years 2006, 2005 2004 and 20032004 for all individuals serving as NBOG'sFirst Century Bancorp.'s Chief Executive Officer during 2005.2006. No other executive officer received a combined payment of salary and bonus in excess of $100,000 for services rendered to NBOGFirst Century Bancorp. during 2005.
Summary Compensation Table
Name and Position | Year | Salary ($) | Bonus ($) | Option Awards | Total ($) |
R. Allen Smith | 2006 | $114,215 | – | $24,000 | $138,215 |
CEO | 2005 | 52,806 | – | $24,000 | 76,806 |
2004 | 73,532 | – | – | 73,532 | |
W. Bryan Hendrix (2) | 2006 | $115,000 | – | $4,800 | $119,800 |
Chief Financial Officer | 2005 | 121,833 | – | 1,200 | 123,033 |
2004 | 22,000 | – | – | 22,000 |
(1) Represents life insurance premiums.
(2) Mr. Hendrix resigned from his position on February 2, 2007.
We have omitted information on "perks"prerequisites and other personal benefits because the aggregate value of these items does not meet the minimum amount required for disclosure ofpursuant to the Securities and Exchange Commission's regulations.
5
EMPLOYMENT AGREEMENTS
Employment Agreements
Pursuant to the terms of a consulting agreement with NBOG,First Century Bancorp., Mr. Smith will continue to be paid $125 per hour for his services.services as our chief executive officer.
On October 20, 2005, NBOGFirst Century Bancorp. entered into an employment agreement with Mr. Hendrix regarding his employment as the Chief Financial Officer of NBOG.First Century Bancorp. Under the terms of his employment agreement, Mr. Hendrix was entitled to an annual salary of $130,000 per year. On September 21, 2006, Mr. Hendrix informed the Board of NBOGFirst Century Bancorp. that he intended to resign as Chief Financial Officer and cease employment with NBOGFirst Century Bancorp. upon the earlier to occur of March 31, 2007 or the completion of the sale of NBOG.First Century Bancorp. As a result, NBOGFirst Century Bancorp. allowed Mr. Hendrix's existing employment agreement to expire in accordance with its terms on October 21, 2006. Starting November 1, 2006, Mr. Hendrix began part-time employment with NBOG,First Century Bancorp., and will continuecontinued as principal financial officer of NBOGFirst Century Bancorp. until February 2, 2007.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information as of December 31, 2006 concerning stock options held by the Board of
Directors hires and appoints a new officer.
DIRECTOR COMPENSATIONexecutive officers named in the summary compensation table. We have not granted any stock appreciation rights, restricted stock or stock incentives other than stock options.
Number of Securities Options at December 31, 2006 | Option Exercise |
Option Expiration | ||
Name | Exercisable | Unexercisable | Price | Date |
R. Allen Smith | 66,667 | 33,333(1) | $5.00 | 9/20/2015 |
W. Bryan Hendrix | 6,667 | 13,333(2) | $5.00 | 10/20/2015 |
(1) Unexercisable options fully vested 12/31/2007.
(2) Unexercisable options fully vested 10/20/2008
There is no active trading market for First Century Bancorp.'s common stock.
Director Compensation
The directors of NBOGFirst Century Bancorp. and the Bank have not been separately compensated for their services, and can not be compensated until and unless the profits of the Bank exceed its losses since inception on a cumulative basis.
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides details regarding the stock options
granted in 2005 to the executive officers named in the summary compensation
table. The options described below vest in one-third annual increments beginning
on October 20, 2005.
Security Ownership of December 31, 2005
concerning stock options held by the executive officers named in the summary
compensation table. The named executive officers did not exercise any options to
purchase common stock of NBOG during 2005. We have not granted any stock
appreciation rights, restricted stock or stock incentives other than stock
options.
Number of Securities Value of Unexercised In-the
Underlying Unexercised Money Options at
Options at December 31, 2005 December 31, 2005
---------------------------- -----------------------------
Shares
Acquired on Value
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- ------------ ------------ ----------- ------------- ----------- -------------
Albert F. Satterwhite -- -- -- -- -- --
W. Bryan Hendrix -- -- -- 20,000 -- $ 20,000
There is no active trading market for NBOG's common stock. The
in-the-money value of the options is based on a value equal to $6.00 per share,
which is our estimate of the maximum merger consideration that would have been
paid in the merger with EBFC.
6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTCertain Beneficial Owners and Management
The following table sets forth the number of shares of NBOG'sFirst Century Bancorp.'s common stock beneficially owned as of the Record Date by (a) each director and executive officer of NBOGFirst Century Bancorp. and (b) the executive officers and directors, as a group. The information shown below is based upon information furnished to NBOGFirst Century Bancorp. by the named persons. Unless otherwise indicated,
each person is the record owner and has sole voting and investment power with respect to his or her shares. Additionally, the address of each person is 807 Dorsey Street,Gainesville, Georgia 30501.
Information relating to beneficial ownership of NBOGFirst Century Bancorp. is based upon "beneficial ownership" concepts set forth in the rules promulgated under the Securities Exchange Act. Under these rules a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of a security, or "investment power," which includes the power to dispose or to direct the disposition of a security. Under the rules, more than one person may be deemed to be a beneficial owner of the same securities. A person is also deemed to be a beneficial owner of any security as to which that person has the right to acquire beneficial ownership within sixty (60) days from the Record Date.
Name | Number of Shares | Exercisable Options | Total Ownership | % of Class | Nature of Beneficial Ownership |
Directors: | |||||
William A. Bagwell, Jr. | 3,194 | — | 3,194 | 0%* | |
William R. Blanton | 553,506 | 738,008 | 1,291,514 | 49.62% | |
Lanny W. Dunagan | 42,042 | 13,334 | 55,376 | 2.13% | Includes 500 shares held jointly with Son |
William M. Evans, Jr. | 187,696 | — | 187,696 | 7.2% | Includes 184,502 shares held by Silver Hills Enterprises LP. |
Gilbert T. Jones, Sr. | 49,426 | 20,534 | 69,960 | 2.69% | Includes 500 shares held as joint custodian for Grandchildren |
Wendell A. Turner | 77,327 | 27,067 | 104,394 | 4.01% | |
J. Allen Nivens, Jr. | 445 | - | 445 | 0%* | |
R. K. Whitehead, III | 445 | - | 445 | 0%* | |
EXECUTIVE OFFICERS: | |||||
R. Allen Smith | 11,631 | 66,666 | 78,297 | 3.01% | |
Sondra J. Perkins | 1,858 | 5,000 | 6,585 | 0%* | Includes 525 shares held as custodian for Children |
Lance G. Jones | 6,666 | - | 6,666 | 0%* | |
ALL DIRECTORS AND EXECUTIVE OFFICER AS A GROUP (11 PERSONS): | |||||
934,236 | 870,609 | 1,807,766 | 69.45% | ||
5% SHAREHOLDER: | |||||
NONE | |||||
* Less than one percent.
Warrant Agreements with Certain ofFirst Century Bancorp.’s Directors.On March 25, 2002, NBOGFirst Century Bancorp. issued warrants to its directors to purchase an aggregate of 199,736 shares of NBOG'sFirst Century Bancorp.'s common stock at an exercise price of $10.00 per share. The warrants become exercisable in one-third annual increments beginning on the first anniversary of the issuance date, provided that throughout the period beginning on the date of the initial issuance of the warrants and ending on the particular anniversary, the warrant holder has served continuously as a director of NBOGFirst Century Bancorp. and the Bank and has attended at least 75% of the meetings of the relevant boards of directors. Warrants which fail to vest as provided in the previous sentence will expire and no longer be exercisable. Exercisable warrants will generally remain exercisable for the ten-year period following the date of issuance. The exercise price of each warrant is subject to adjustment for stock splits, recapitalizations or other similar events. During 2005,2006, directors exercised an aggregate of 39,676did not exercise any warrants, and as of December 31, 2005, 160,0602006, 153,393 warrants remainedwere outstanding and exercisable.
On April 23, 2007, First Century Bancorp. issued a warrant to William R. Blanton to purchase an aggregate of which 153,393 are exercisable.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE738,008 shares of First Century Bancorp.’s common stock at an exercise price of $2.71 per share. The warrant is exercisable immediately. The warrant issued to William R. Blanton does not have an expiration date.
Change in Control of First Century Bancorp.
On April 23, 2007, First Century Bancorp. sold 738,008 shares of common stock at $2.71 per share and a warrant to purchase an additional 738,008 shares of common stock at $2.71 per share to William R. Blanton pursuant to a Stock Purchase Agreement dated as of January 23, 2007 by and among First Century Bancorp., The National Bank of Gainesville, and Mr. William R. Blanton. Mr. Blanton beneficially owned 1,476,016 shares of common stock, or 56.72%, of First Century Bancorp. Mr. Blanton paid cash in the amount of approximately $2,000,000 to First Century Bancorp. from his own personal funds. On August 20, 2007, Mr. Blanton sold 184,502 shares of common stock to Mr. William M. Evans, Jr. at $2.71 per share. As of the date of this proxy statement, Mr. Blanton beneficially owns 49.62% of First Century Bancorp.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires NBOG'sFirst Century Bancorp.'s directors and executive officer and persons who own beneficially more than 10% of NBOG'sFirst Century Bancorp.'s outstanding common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in their ownership of NBOG'sFirst Century Bancorp.'s common stock. Directors, executive officers and greater than 10% shareholders are required to furnish NBOGFirst Century Bancorp. with copies of the forms they file. To our knowledge, based solely on a review of the copies of
these reports furnished to NBOG,First Century Bancorp., all of our directors and our executive officer,officers, complied with all applicable Section 16(a) filing requirements during 2005.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
NBOG's2006.
Certain Relationshipsand Related Transactions
First Century Bancorp.'s directors and officers, and the businesses and other organizations with which they are associated, from time to time may have banking transactions in the ordinary course of business with the Bank. The Bank's policy is that any loans or other commitments to those persons or entities be made in accordance with applicable law and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons or entities of similar standing. All transactions with affiliates must be on terms no less favorable than could be obtained from an unaffiliated third party and must be approved by a majority of directors including a majority of disinterested directors.
In addition, each loan by the Bank to any officer, director or controlling person of the Bank or any of its affiliates may be made only incompliance with the following conditions:
The loan:
o must be evidenced by a promissory note naming the
Bank as payee and must contain an annual percentage
rate which is reasonably comparable to that normally
charged to non-affiliates by other commercial lenders
for similar loans made in the Bank's locale;
o must be repaid according to appropriate amortization
schedules and contain default provisions comparable
to those normally used by other commercial lenders
for similar loans made to non-affiliates in the
Bank's locale;
o must be made only if credit reports and financial
statements, or other reasonable investigation
appropriate in light of the nature and terms of the
loan and which meet the loan policies normally used
by other commercial lenders for similar loans made to
non-affiliates in the Bank's locale, show the loan to
be collectible and the borrower a satisfactory credit
risk; and
o the purpose of the loan and the disbursement of
proceeds are reviewed and monitored in a manner
comparable to that normally used by other commercial
lenders for similar loans made in the Bank's locale.
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· | must be evidenced by a promissory note naming the Bank as payee and must contain an annual percentage rate which is reasonably comparable to that normally charged to non-affiliates by other commercial lenders for similar loans made in the Bank's locale; |
· | must be repaid according to appropriate amortization schedules and contain default provisions comparable to those normally used by other commercial lenders for similar loans made to non-affiliates in the Bank's locale; |
· | must be made only if credit reports and financial statements, or other reasonable investigation appropriate in light of the nature and terms of the loan and which meet the loan policies normally used by other commercial lenders for similar loans made to non-affiliates in the Bank's locale, show the loan to be collectible and the borrower a satisfactory credit risk; and |
· | the purpose of the loan and the disbursement of proceeds are reviewed and monitored in a manner comparable to that normally used by other commercial lenders for similar loans made in the Bank's locale. |
INDEPENDENT PUBLIC ACCOUNTANTS
NBOG
First Century Bancorp. has selected the accounting firm of McNair, McLemore, Middlebrooks & Co, LLP to serve as independent accountants of NBOGFirst Century Bancorp. for the fiscal year ending December 31, 2006.2007. McNair, McLemore, Middlebrooks & Co, LLP has served as NBOG'sFirst Century Bancorp.'s independent accounting firm since October 2004. From May 2004 to October 2004,
Mauldin & Jenkins, LLC served as NBOG's independent accounting firm. Porter
Keadle Moore, LLP served as NBOG's independent accounting firm for the fiscal
year ended December 31, 2003.
On October 21, 2004, NBOG dismissed Mauldin & Jenkins, LLC as its
independent accountants and engaged McNair, McLemore, Middlebrooks & Co, LLP as
its independent accountants.
Prior to the dismissal, NBOG did not consult with McNair, McLemore,
Middlebrooks & Co, LLP regarding the application of accounting principles to a
specific completed or contemplated transaction or any matter that was either the
subject of a disagreement or a reportable event. NBOG also did not consult with
McNair, McLemore, Middlebrooks & Co, LLP regarding the type of audit opinion
that might be rendered on NBOG's consolidated financial statements.
Mauldin & Jenkins, LLC has not issued any reports on NBOG's
consolidated financial statements since being appointed independent accountants
for NBOG on May 14, 2004. Since its appointment on May 14, 2004 there have been
no disagreements with Mauldin & Jenkins, LLC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures that, if not resolved to the satisfaction of Mauldin & Jenkins, LLC,
would have caused such firm to make reference to the subject matter of the
disagreement(s) in connection with its reports.
NBOG's Audit Committee participated in and approved the decision to
change NBOG's independent accountants.
On May 19, 2004, NBOG dismissed Porter Keadle Moore, LLP as its
independent accountants. Porter Keadle Moore, LLP has rendered consulting and
other non-audit services to NBOG.
Prior to the dismissal, NBOG did not consult with Mauldin & Jenkins,
LLC regarding the application of accounting principles to a specific completed
or contemplated transaction or any matter that was either the subject of a
disagreement or a reportable event. NBOG also did not consult with Mauldin &
Jenkins, LLC regarding the type of audit opinion that might be rendered on
NBOG's consolidated financial statements.
The report of Porter Keadle Moore, LLP on NBOG's consolidated financial
statements for the fiscal year ended December 31, 2003 contains no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. In connection with its audit
for the fiscal year ended December 31, 2003 and during the subsequent interim
period preceding NBOG's dismissal of Porter Keadle Moore, LLP, there were no
disagreements with Porter Keadle Moore, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures that, if not resolved to the satisfaction of Porter Keadle Moore,
LLP, would have caused such firm to make reference to the subject matter of the
disagreement(s) in connection with its reports.
NBOG's Audit Committee participated in and approved the decision to
change NBOG's independent accountants.
9
The following table sets forth the fees billed and, as to audit and audit-related fees, expected to be billed to NBOGFirst Century Bancorp. for the fiscal years ended December 31, 20052006 and 20042005 by McNair, McLemore, Middlebrooks & Co., LLP.
2005 2004
------- -------
Audit Fees (1) $41,837 $40,991
Audit-Related Fees 1,830 - 0 -
Tax Fees (2) 3,030 3,871
All Other Fees (3) 6,990 - 0 -
Total Fees $53,687 $44,862
2006 | 2005 | |
Audit Fees (1) | $52,877 | $41,837 |
Audit-Related Fees | - | 1,830 |
Tax Fees (2) | 5,093 | 3,030 |
All Other Fees (3) | - | 6,990 |
Total Fees | $57,970 | $53,687 |
(1) Represents fees related to the audit and quarterly reviews of consolidated financial statements of NBOGFirst Century Bancorp. and review of regulatory filings.
(2) Represents fees related to tax compliance, tax advice and tax planning service.
(3) Represents fees related to the stock offering.
All of the services provided by the independent accountants were pre-approved by the Audit Committee. The Audit Committee pre-approves all audit and non-audit services provided by NBOG'sFirst Century Bancorp.'s independent accountants and may not engage them to perform any prohibited non-audit services. The Audit Committee has determined that the rendering of non-audit professional services, as identified above, is compatible with maintaining the independence of NBOG's
First Century Bancorp.'sauditors.
Representatives of McNair, McLemore, Middlebrooks & Co, LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders.
DIRECTOR NOMINATIONS AND SHAREHOLDER COMMUNICATIONS
DIRECTOR NOMINATIONS
Director Nominations
The full Board of Directors of NBOGFirst Century Bancorp. participates in the consideration of director nominees. The Board has not adopted a formal policy or process for identifying or evaluating nominees, but informally solicits and considers recommendations from a variety of sources, including other directors, members of the community, customers and shareholders of the Bank, and professionals in the financial services and other industries. Similarly, the Board does not prescribe any specific qualifications or skills that a nominee must possess, although it considers the potential nominee's business experience; knowledge of NBOGFirst Century Bancorp. and the financial services industry; experience in serving as a director of NBOGFirst Century Bancorp. or another financial institution or public company generally; wisdom,
integrity and analytical ability; familiarity with and participation in the communities served by NBOG;First Century Bancorp.; commitment to and availability for service as a director; and any otherfactors the Board deems relevant.
In accordance with NBOG'sFirst Century Bancorp.'s bylaws, a shareholder may nominate persons for election as directors if written notice of the shareholder's intent to make a director nomination is delivered or mailed to and received by the Secretary of NBOGFirst Century Bancorp. not later than the later of (1) 30 days in advance of the date of the annual meeting of shareholders or (2) the close of business on the tenth day following the date on which notice of the meeting is first given to shareholders. The notice must set forth:
(1) the information that would have been required to be included in a proxy statement filed pursuant to the rules of the Securities and Exchange
Commission had the nominee been nominated by the Board of Directors of NBOG;
First Century Bancorp.;
(2) the consent of the nominee to being named in a proxy statement as a nominee and to serve as a director of NBOGFirst Century Bancorp. if elected;
(3) the name and address of the shareholder giving the notice; and
(4) the class and number of shares of NBOGFirst Century Bancorp. beneficially owned by the shareholder.
The chairman of a shareholder meeting must refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure.
10
SHAREHOLDER PROPOSALS
NBOG
Shareholder Proposals
First Century Bancorp. will inform its shareholders of the date and time of its 20072008 annual meeting of shareholders as well as the date upon which all shareholder proposals intended for inclusion in NBOG'sFirst Century Bancorp.'s proxy statement for the 20072008 annual meeting of shareholders must be received by NBOG.
SHAREHOLDER COMMUNICATIONS
First Century Bancorp.
Shareholder Communications
Shareholders wishing to communicate with the Board of Directors or with a particular director may do so in writing addressed to the Board, or to the particular director, and by sending it to the Secretary of NBOGFirst Century Bancorp. at NBOG'sFirst Century Bancorp.'s principal office at 807 Dorsey Street, Gainesville, Georgia 30501. The Secretary will promptly forward such communications to the applicable director or to the Chairman of the Board for consideration at the next scheduled meeting.
ANNUAL MEETING ATTENDANCE
Annual Meeting Attendance
Although NBOGFirst Century Bancorp. does not have a formal policy regarding its directors' attendance at the annual meeting of shareholders, all directors are expected to attend the meeting. All of the directors attended the 20052006 annual meeting of shareholders.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC pursuant to the information requirements of the Securities Exchange Act of 1934. You can read and copy these reports, proxy statements and other information concerning us at the SEC's Public Reference Room at 100 F Street, N.W., Washington, D.C. 20549. Please call the SEC at (202) 942-8090 for further information on the Public Reference Room. You can review our electronically filed reports, proxy and information statements on the SEC's internet site athttp://www.sec.gov.
Upon written request, NBOGFirst Century Bancorp. will provide without charge to any shareholder a copy of NBOG'sFirst Century Bancorp.'s annual report on Form 10-KSB. Please direct such requests to W. Bryan HendrixSondra J. Perkins at 807 Dorsey Street, Gainesville, Georgia, 30501.
OTHER MATTERS
The Board of Directors of NBOGFirst Century Bancorp. knows of no other matters that may be brought before the meeting. If, however, any matters other than those described in the Notice of Annual Meeting of Shareholders should properly come before the meeting, votes will be cast pursuant to the proxies in accordance with the bestjudgment of the proxyholders.
If you cannot be present in person, you are requested to complete, sign, date, and return the enclosed proxy promptly. An envelope has been provided for that purpose. No postage is required if mailed in the United States.
November 6, 2006
11
NBOG BANCORPORATION, INC.
October 1, 2007
FIRST CENTURY BANCORP. PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 14, 2006NOVEMBER 15, 2007
The undersigned hereby appoints Ann M. PalmourR. Allen Smith and Wendell A. TurnerWilliam R. Blanton as proxies, with the power to appoint his/her substitute, and hereby authorizes him/her to represent and to vote, as designated below, all of the common stock of NBOG Bancorporation, Inc.,First Century Bancorp. which the undersigned would be entitled to vote if personally present at the annual meeting of shareholders to be held at the
Gainesville Civic Centerour offices located at 830 Green807 Dorsey Street, Gainesville, Georgia 30501, on December 14, 2006,November 15, 2007, at 8:11:00 a.m. and at any adjournments of the annual meeting, upon the proposals described in the accompanying notice of the annual meeting and the proxy statement relating to the annual meeting, receipt of which are hereby acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THIS PROPOSAL.
PROPOSAL 1: To elect Kathy L. Cooper, Lanny W. Dunagan and Gilbert T.
Jones, Sr. to serve as Class III Directors of NBOG
Bancorporation, Inc. for a three-year term expiring at the
2009 annual meeting of shareholders:
|_| FOR all nominees |_| WITHHOLD all nominees
(except as indicated below)
INSTRUCTION: To withhold authority for any individual nominees, mark "FOR"
above, and write the nominees' names in this space.
______________________________________________________________
PROPOSAL 1: | To elect Dr. Wendell A. Turner and R. K. Whitehead, III to serve as a Class I Director of First Century Bancorp. for a three year term expiring at the 2010 annual meeting of shareholders: |
o FOR all nominees | o WITHHOLD all nominees | |
(except as indicated below) |
INSTRUCTION: | To withhold authority for any individual nominees, mark "FOR" above, and write the nominees' names in this space. |
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL BE VOTED FOR THE PROPOSAL. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING.
If stock is held in the name of more than one person, all holders must sign. Signatures should correspond exactly with the name or names appearing on the stock certificate(s). When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
--------------------------------------
Signature of Shareholder Date
--------------------------------------
Signature of Shareholder Date
--------------------------------------
Print Name(s) of Shareholder(s)
Signature of Shareholder Date | |
Signature of Shareholder Date | |
Print Name(s) of Shareholder(s) |
PLEASE MARK, SIGN AND DATE THIS PROXY, AND RETURN IT IN THE ENCLOSED RETURN-ADDRESSED ENVELOPE.NO POSTAGE NECESSARY.
I WILL ____ WILL NOT _____ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY AS SOON AS POSSIBLE
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