As filed with the Securities and Exchange Commission on June 2, 1999
Registration No. 333-74637
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FIRST DEPOSIT BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Georgia 6035 58-2443683
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or organization) classification code number) identification number)
8458 Campbellton Street
Douglasville, Georgia 30134-1803
(770) 942-5108
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices and principal place of business)
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J. David Higgins
President and Chief Executive Officer
8458 Campbellton Street
Douglasville, Georgia 30134-1803
(770) 942-5108
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
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, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Legal Fees and Expenses $160,000
Printing, Postage and Mailing 110,000
Appraisal and Business Plan Fees and Expenses 27,500
Conversion Agent Fees and Expenses 10,000
Transfer Agent Fees and Stock Certificates 10,000
Accounting Fees and Expenses 50,000
Blue Sky Fees and Expenses (including counsel fees) 15,000
SEC Filing Fees 4,633
OTS Filing Fees 8,400
NASD Fees 2,166
Underwriter's Fees and Expenses * 262,248
Local Counsel 5,000
Other Expenses 25,000
Miscellaneous 50,000
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Total $739,947
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* Assumes sale of 1,666,350 shares at $10.00 per share.
All amounts are estimated, other than the filing fees.
ITEM 14. Indemnification of Directors and Officers
Indemnification of Directors and Officers of First Deposit
First Deposit's Bylaws contain certain indemnification provisions providing
that directors, officers, and employees or agents of First Deposit will be
indemnified against expenses actually and reasonably incurred by them if they
are successful on the merits of a claim or proceeding.
When a case or dispute is not ultimately determined on its merits (i.e., it
is settled), the indemnification provisions provide that First Deposit will
indemnify directors when they meet the applicable standard of conduct. The
applicable standard of conduct is met if the director acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of First Deposit, and with respect to an employee benefit plan, for a
purpose the director believed in good faith to be in the interests of the
participants and beneficiaries of the plan. The standard of conduct with respect
to any criminal action or proceeding is met if the director had no reasonable
cause to believe his or her conduct was unlawful. Whether the applicable
standard of conduct has been met is determined by the Board of Directors, the
shareholders or independent legal counsel in each specific case.
First Deposit can also provide for greater indemnification than that set
forth in the Bylaws if it chooses to do so, subject to approval by First
Deposit's shareholders. First Deposit may not, however, indemnify a director for
liability arising out of circumstances which constitute exceptions to limitation
of a director's liability for monetary damages.
First Deposit may purchase and maintain insurance on behalf of any director
against any liability asserted against such person and incurred by him or her in
any such capacity, whether or not First Deposit would have had the power to
indemnify against such liability.
In addition, Article 11 of First Deposit's Articles of Incorporation,
subject to certain exceptions, eliminates the potential personal liability of a
director for monetary damages to First Deposit and to the shareholders of First
Deposit for breach of any duty as a director. There is no elimination of
liability for (a) a breach of duty involving appropriation of a business
opportunity of First Deposit, (b) an act or omission not in good faith or
involving intentional misconduct or a knowing violation of law, (c) a
transaction from which the director derives an improper material tangible
personal benefit, or (d) as to any payment of a dividend or approval of a stock
repurchase that is illegal under the Georgia Business Corporation Code. The
Articles of Incorporation do not eliminate or limit the right of First Deposit
or its shareholders to seek injunctive or other equitable relief not involving
monetary damages.
The engagement letter dated January 26, 1999, between Douglas Federal and
Ferguson & Company provides for the indemnification of Ferguson & Company and
its employees under certain circumstances, in connection with the appraisal
services rendered under the terms of that engagement letter. The engagement
letter dated February 3, 1999 between Douglas Federal and Trident Securities
provides for the indemnification of Trident Securities and its controlling
persons under certain circumstances, in connection with the conversion and
Trident Securities' engagement under the engagement letter. The Sales Agency
Agreement to be entered into between Trident Securities and First Deposit will
provide for the indemnification of Trident Securities, its affiliates, and their
respective officers, directors, employees, agents and controlling persons under
certain circumstances.
Item 15. Recent Sales of Unregistered Securities.
The only securities to be sold by First Deposit before effectiveness of
this registration statement will be of 10 shares of common stock to be issued to
its sole shareholder, Douglas Federal Bank, a Federal Savings Bank, for $10.00
per share, which shares will be canceled upon consummation of the conversion.
Because the shares will be sold to only one entity and were sold only to
facilitate the organization of First Deposit, the sale will be exempt from
registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.
Item 16. Exhibits and Financial Statement Schedules:
The exhibits and financial statement schedules filed as a part of this
registration statement are as follows:
(a) List of Exhibits
*1.1 Engagement Letter with Trident Securities
*1.2 Form of Sales Agency Agreement with Trident Securities
*2.1 Plan of Conversion, as amended
*3.1 Articles of Incorporation of First Deposit
*3.2 Bylaws of First Deposit
*3.3 Federal Stock Charter and Stock Bylaws of Douglas Federal Bank, a
Federal Savings Bank
*4.1 Form of Common Stock Certificate of First Deposit
*5.1 Opinion of Womble Carlyle Sandridge & Rice, PLLC, regarding legality
of securities being registered
*8.1 Form of Federal Tax Opinion
*8.2 Form of State Tax Opinion
*8.3 Opinion of Ferguson & Company as to the value of subscription rights
for tax purposes
*10.1 Employee Stock Ownership Plan of Douglas Federal Bank
*10.2 Proposed Form of 1999 Stock Option and Incentive Plan
*10.3 Proposed Form of Management Recognition Plan
*10.4 Employment Agreement by and between Douglas Federal Bank and Alpha
A. Fowler, Jr.
*10.5 Employment Agreement by and between Douglas Federal Bank and J.
David Higgins
*10.6 Employment Agreement by and between Douglas Federal Bank and John L.
King
*10.7 Employment Agreement by and between Douglas Federal Bank and Michael
Coggin
*10.8 Employment Agreement by and between Douglas Federal Bank and
Patricia Owen
10.9 Adoption Agreement for Douglas Federal Bank Employees' Savings and
Profit Sharing Plan and Trust and Form Plan.
*23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in
opinion filed as Exhibit 5.1)
*23.2 Consent of Mauldin & Jenkins LLC
*23.3 Consent of Ferguson & Company
*24.1 Power of Attorney
*27.1 Financial Data Schedule
*99.2 Proxy Statement for Special Meeting of Members of Douglas Federal
Bank and Form of Proxy
*99.3 Miscellaneous Solicitation and Marketing Materials
**99.4 Appraisal Report of Ferguson & Company
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* Previously filed with this Registration Statement
** Exempt from electronic filing; paper copy filed with Form SE
(b) Financial Statement Schedules.
No financial statement schedules are filed because the required information
is not applicable or is included in the consolidated financial statements or
related notes.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act 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. 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information 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
offering.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
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 questions 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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Douglasville, State of Georgia on June 2, 1999.
FIRST DEPOSIT BANCSHARES, INC.
By: /s/ J. David Higgins
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J. David Higgins, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
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/s/ Danny A. Belyeu* Chairman of the Board June 2, 1999
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Danny A. Belyeu
/s/ Alpha A. Fowler, Jr. Vice Chairman of the Board June 2, 1999
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Alpha A. Fowler, Jr.
/s/ J. David Higgins President, Chief Executive Officer, June 2, 1999
- ------------------------------------------ Treasurer and Director (Principal
J. David Higgins Executive Officer)
/s/ John L. King* Senior Vice President, Chief June 2, 1999
- ------------------------------------------ Financial Officer (Principal
John L. King Financial and Accounting Officer)
and Director
/s/ Mac C. Abercrombie, Jr.* Director June 2, 1999
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Mac C. Abercrombie, Jr.
/s/ Joseph H. Fowler* Director June 2, 1999
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Joseph H. Fowler
/s/ Carlton H. Boyd* Director June 2, 1999
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Carlton H. Boyd
/s/ John B. Zellars* Director June 2, 1999
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John B. Zellars
*By: /s/ J. David Higgins
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J. David Higgins, Attorney-In-Fact