As filed with the Securities and Exchange Commission on April 19, 2000.
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CCF Holding Company
-----------------------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-2173616
- --------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 North Main Street
Jonesboro, Georgia 30236
-----------------------------------
(Address of principal executive offices)
CCF Holding Company 2000 Stock Option Plan
------------------------------------------
(Full Title of the Plan)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
----------------------------------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
======================== =================== ====================== ======================= ==================
Title of Proposed Maximum Proposed Maximum Amount of
Securities to Amount to be Offering Aggregate Offering Registration
be Registered Registered (1) Price Per Share Price (2) Fee (2)
- ------------- -------------- --------------- -------------------- ------------------
Common Stock
$0.10 par value
per share 80,000 shares $12.25(2) $980,000 $258.72
======================== =================== ====================== ======================= ==================
(1) The maximum number of shares of common stock issuable upon awards to be
granted under the CCF Holding Company 2000 Stock Option Plan (the
"Plan") consists of 80,000 shares which are being registered under this
Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
dividends or similar transactions.
(2) An aggregate of 80,000 shares are being registered hereby based upon
the average of the high and low selling prices of the Registrant as
reported on the Nasdaq SmallCap Market on April 14, 2000 of $12.25 per
share for a total offering of $980,000.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
- ------
Item 2. Registrant Information and Employee Plan Annual Information. *
- ------
*This Registration Statement relates to the registration of 80,000
shares of CCF Holding Company (the "Company" or "Registrant") common stock, $.10
par value per share (the "Common Stock") issuable to employees, officers and
directors of the Registrant or its subsidiary as compensation for services in
accordance with the CCF Holding Company 2000 Stock Option Plan (the "Plan").
Documents containing the information required by Part I of this 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") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------
The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on April 11, 1995 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999; and
(b) The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
April 11, 1995.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
- ------
Not Applicable
2
Item 5. Interests of Named Experts and Counsel.
- ------
Not Applicable
Item 6. Indemnification of Directors and Officers.
- ------
Sections 14-2-850 to 14-2-859 of the Georgia Business Corporation Code
("GBCC") authorize a corporation such as the Company to indemnify officers,
directors, employees, and agents under certain circumstances. Sections 14-2-852
and 14-2-857 require mandatory indemnification of directors and officers to the
extent that the director or officer has been successful, on the merits or
otherwise, in the defense of any proceeding to which he or she was a party, or
in defense of any claim, issue, or matter therein, because he or she is or was a
director or officer of the corporation. In such cases, the corporation shall
indemnify the director or officer against reasonable expenses incurred by him in
connection therewith.
The GBCC ss.14-2-202 allows for the limitation of liability of
directors. However, a result of such provisions could be to increase the
expenses of the Company and effectively reduce the ability of stockholders to
sue on behalf of the Company because certain suits could be barred or amounts
that might otherwise be obtained on behalf of the Company could be required to
be repaid by the Company to an indemnified party.
The Company believes that these provisions assist the Company in, among
other things, attracting and retaining qualified persons to serve the Company
and its subsidiary. However, a result of such provisions could be to increase
the expenses of the Company and effectively reduce the ability of stockholders
to sue on behalf of the Company since certain suits could be barred or amounts
that might otherwise be obtained on behalf of the Company could be required to
be repaid by the Company to an indemnified party.
The Company has in force a Directors and Officers Liability Policy
underwritten by Progressive Casualty Insurance Company with a $2.0 million
aggregate limit of liability and an aggregate deductible of $25,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 ("1933 Act") may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933 Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
- ------
Not Applicable
Item 8. Exhibits.
- ------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
3
Item 9. Undertakings.
- ------
(a) 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
1933 Act;
(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 (a)(1)(i) and (a)(1)(ii) do no apply if the
Registration Statement is on Form S-3, Form S-8, and 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 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 Act) 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.
(c) The undersigned Registrant hereby undertakes 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 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
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.
(d) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise,
4
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 1933 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 expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Jonesboro in the State of Georgia, as of April 19,
2000.
CCF Holding Company
By: /s/ David B. Turner
-------------------------------------
David B. Turner
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of CCF Holding Company, do
hereby severally constitute and appoint David B. Turner as our true and lawful
attorney and agent, to do any and all things and acts in our names in the
capacities indicated below and to execute any and all instruments for us and in
our names in the capacities indicated below which said David B. Turner may deem
necessary or advisable to enable CCF Holding Company, to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the Registration
Statement on Form S-8 relating to the offering of the Company's Common Stock,
including specifically, but not limited to, power and authority to sign, for any
of us in our names in the capacities indicated below, the Registration Statement
and any and all amendments (including post-effective amendments) thereto; and we
hereby ratify and confirm all that said David B. Turner shall 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 below by the following persons in the
capacities indicated as of the date indicated.
/s/David B. Turner /s/John B. Lee, Jr.
- ------------------------------------------------ --------------------------------------
David B. Turner John B. Lee, Jr.
President, Chief Executive Officer, and Director Chairman of the Board
(Principal Executive Officer)
Date: April 19, 2000 Date: April 19, 2000
/s/Edwin S. Kemp, Jr. /s/Charles S. Tucker
- ------------------------------------------------ --------------------------------------
Edwin S. Kemp, Jr. Charles S. Tucker
Director Treasurer, Secretary and Director
Date: April 19, 2000 Date: April 19, 2000
/s/Joe B. Mundy /s/Mary Jo Rogers
- ------------------------------------------------ --------------------------------------
Joe B. Mundy Mary Jo Rogers
Director Senior Vice President and Chief Financial
Officer (Principal Accounting and Financial
Officer)
Date: April 19, 2000 Date: April 19, 2000
/s/Leonard A. Moreland /s/John T. Mitchell
- ------------------------------------------------ --------------------------------------
Leonard A. Moreland John T. Mitchell
Executive Vice President and Director Director
Date: April 19, 2000 Date: April 19, 2000
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 CCF Holding Company
2000 Stock Option Plan
4.2 Form of Stock Option Agreement to be entered into with respect
to Incentive Stock Options
4.3 Form of Stock Option Agreement to be entered into with respect
to Non-Incentive Stock Options
4.4 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Porter Keadle Moore, LLP
24 Reference is made to the Signatures section of this Registration
Statement for the Power of Attorney contained therein