As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Quitman Bancorp, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2365866
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 West Screven Street
Quitman, Georgia 31643
(912) 263-7538
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(Address of Principal Executive Offices)
Quitman Bancorp, Inc.
1999 Stock Option Plan
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(Full Title of the Plan)
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
(202) 434-4660
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(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum Amount of
Securities To Amount To Maximum Offering Aggregate Offering Registration
Be Registered Be Registered Price Per Share Price Fee
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Common Stock
$.10 par value 66,125 shares(1) (2) $ 644,722(2) $179.23
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(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Quitman Bancorp, Inc. 1999
Stock Option Plan consists of 66,125 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, stock dividends or similar transactions are being
registered hereunder for which no additional fee is required.
(2) An aggregate of 66,125 shares are being registered hereby, of which
66,121 shares are under option at a weighted average exercise price of
$9.75 per share ($644,680 in the aggregate). The remainder of such
shares, which are not presently subject to options (4 shares), are
being registered based upon the average of the bid and ask prices of
the Common Stock of the Registrant as reported on the OTC Bulletin
Board on June 1, 1999 of $10.53 per share ($42 in the aggregate) for a
total offering of $644,722.
Under Rule 462 of the 1933 Act, the Registration Statement on Form S-8
shall be effective upon filing with the SEC.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 66,125
shares of Quitman Bancorp, Inc. (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 subsidiaries as compensation for services
in accordance with the Quitman Bancorp, Inc. 1999 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.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on February 10, 1998 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 and the Prospectus constituting Part I of this
Registration Statement:
(1) The Company's Registration Statement on Form SB-2 (No. 333-43063)
filed with the Commission on December 23, 1997 and amendments thereto;
(2) The Company's Annual Report on Form 10-KSB filed for the fiscal
year ended September 30, 1998, as filed with the Commission;
(3) The Company's Quarterly Report on Form 10-QSB for the quarters
ended December 31, 1998 and March 31, 1999, respectively, as filed with the
Commission;
(4) The Company's Definitive Proxy Statement related to the 1999 Annual
Meeting of Stockholders, as filed with the Commission;
(5) The Company's Definitive Proxy Statement related the Special
Meeting of Stockholders held on April 13, 1999, as filed with the Commission;
and
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(6) The Company's Registration Statement on Form 8-A as filed with the
Commission on February 10, 1998
All documents filed by the Company pursuant to Sections 13, 14, or
15(d) of the 1934 Act after the date hereof and prior to the termination of the
offering of the shares of Common Stock shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Sections 14-2-850 through 14-2-859 of the Georgia Business Corporation
Code sets forth circumstances under which directors, officers, employees and
agents may be insured or indemnified against liability which they may incur in
their capacities as such.
Section 8 of the Articles of Incorporation of the Company, require
indemnification of directors, officers, employees or agents of the Company to
the full extent permissible under Georgia law.
The registrant believes that these provisions assist the registrant in,
among other things, attracting and retaining qualified persons to serve the
registrant and its subsidiary. However, a result of such provisions could be to
increase the expenses of the registrant and effectively reduce the ability of
stockholders to sue on behalf of the registrant because certain suits could be
barred or amounts that might otherwise be obtained on behalf of the registrant
could be required to be repaid by the registrant to an indemnified party.
The Company may purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee, or agent of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and incurred by the
person in any such capacity or arising out of his status as such, whether or not
the Company would have the power to indemnify the person against such liability
under the provisions of the Articles of Incorporation.
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.
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Not Applicable.
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Item 8. Exhibits.
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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.
Item 9. Undertakings.
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(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
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided however, that paragraphs (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
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the Registration Statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any delayed
offering or throughout a continuous offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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(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 Securities Exchange Act of
1934; 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
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 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.
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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 Quitman in the State of Georgia, on the 2nd day of
June, 1999.
QUITMAN BANCORP, INC.
By: /s/ Melvin E. Plair
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Melvin E. Plair
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Quitman Bancorp, Inc., do
hereby severally constitute and appoint Melvin E. Plair 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 Melvin E. Plair may deem
necessary or advisable to enable Quitman Bancorp, Inc. 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 registrant, including specifically, but
not limited to, power and authority to sign, for any of us in our names in the
capacities indicated below, this Registration Statement and any and all
amendments (including post-effective amendments) thereto; and we hereby ratify
and confirm all that said Melvin E. Plair shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
By: /s/Claude R. Butler By: /s/ Melvin E. Plair
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Claude R. Butler Melvin E. Plair
Chairman of the Board and Director President and Chief Executive Officer
(Principal Executive Officer and
Financial Officer)
Date: June 2, 1999 Date: June 2, 1999
By: /s/ Robert L. Cunningham, III By: /s/ Peggy L. Forgione
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Robert L. Cunningham, III Peggy L. Forgione
Vice Chairman and Director Vice President and Controller
(Principal Accounting Officer)
Date: June 2, 1999 Date: June 2, 1999
By: /s/Walter B. Holwell
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Walter B. Holwell
Director
Date: June 2, 1999
By: /s/John W. Romine
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John W. Romine
Director
Date: June 2, 1999
By: /s/Daniel M. Mitchell, Jr.
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Daniel M. Mitchell, Jr.
Director
Date: June 2, 1999
INDEX TO EXHIBITS
Exhibit Description
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4.1 Quitman Bancorp, Inc.
1999 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 Directors with respect to Non-Incentive Stock
Options
4.4 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, P.C. as to the
validity of the Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, P.C. (appears
in their opinion filed as Exhibit 5.1)
23.2 Consent of Stewart, Fowler & Stalvey, P.C.
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein