As filed with the Securities and Exchange Commission on May 27, 2003
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMUNITY CAPITAL BANCSHARES, INC.
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(Exact name of Registrant as specified in its charter)
GEORGIA 58-2413468
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. DRAWER 71269, ALBANY, GEORGIA 31708
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(Address of principal executive offices and zip code)
COMMUNITY CAPITAL BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN,
COMMUNITY CAPITAL BANCSHARES, INC. 2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN,
COMMUNITY CAPITAL BANCSHARES, INC. NON-QUALIFIED STOCK OPTION,
AGREEMENT WITH CHARLES JONES,
COMMUNITY CAPITAL BANCSHARES, INC. NON-QUALIFIED STOCK OPTION
AGREEMENT WITH RICHARD BISHOP, AND
COMMUNITY CAPITAL BANCSHARES, INC. RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
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ROBERT E. LEE
2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
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(Name and address of agent for service)
(229) 446-2265
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(Telephone number, including area code, of agent for service)
Copy to:
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock, 175,000 $ 14.50(2) $2,537,500(3) $ 206.00
1.00 par value shares(1)
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(1) Representing 175,000 additional shares to be issued and sold by the
Registrant under the Community Capital Bancshares, Inc. 1998 Stock
Incentive Plan (the "Plan") and an indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock
split, stock dividend, reclassification or other similar transaction
pursuant to the terms of the Plan.
(2) Represents the average of the high and low prices of the Registrant's
common stock as reported by the NASDAQ Stock Market for May 21, 2003.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
THIS REGISTRATION STATEMENT IS BEING FILED TO REGISTER AN ADDITIONAL 175,000
SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE PLAN. THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-8 (REGISTRATION NO. 333-97287) ARE
INCORPORATED HEREIN BY REFERENCE.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-B:
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Mauldin & Jenkins, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Second Amendment to the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan.
SIGNATURES
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Pursuant to the requirements of the Securities Act, 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 Albany, State of Georgia, on this 19th day of May,
2003.
COMMUNITY CAPITAL BANCSHARES, INC.
By: /s/ Robert E. Lee
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Robert E. Lee
President
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Registration Statement constitutes and appoints
Robert E. Lee, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her name,
place, and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, and to file the same, with all exhibits hereto, and
other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
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/s/ Charles M. Jones Chairman and Chief Executive May 19, 2003
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Charles M. Jones
/s/ Robert Beauchamp Director May 19, 2003
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Robert Beauchamp
/s/ Bennett D. Cotten, Jr. Director May 19, 2003
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Bennett D. Cotten, Jr.
/s/ Glenn A. Dowling Director May 19, 2003
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Glenn A. Dowling
Signature Title Date
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/s/ Mary Helen Dykes Director May 19, 2003
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Mary Helen Dykes
/s/ Van Cise Knowles Director May 19, 2003
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Van Cise Knowles
/s/ C. Richard Langley Director May 19, 2003
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C. Richard Langley
/s/ Robert E. Lee President and Director* May 19, 2003
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Robert E. Lee
/s/ Corinne C. Martin Director May 19, 2003
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Corinne C. Martin
/s/ William F. McAfee Director May 19, 2003
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William F. McAfee
/s/ Mark M. Shoemaker Director May 19, 2003
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Mark M. Shoemaker
/s/ Jane Anne Sullivan Director May 19, 2003
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Jane Anne Sullivan
/s/ John P. Ventulett, Jr. Director May 19, 2003
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John P. Ventulett, Jr.
/s/ Lawrence B. Willson Director May 19, 2003
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Lawrence B. Willson
/s/ James D. Woods Director May 19, 2003
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James D. Woods
/s/ David J. Baranko Chief Financial Officer ** May 19, 2003
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David J. Baranko
*Principal executive officer
** Principal financial and accounting officer
EXHIBIT INDEX
Exhibit
No. Description
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5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP with respect to
the securities being registered, including consent.
23.1 Consent of counsel (included in Exhibit 5.1).
23.2 Consent of Mauldin & Jenkins, LLP, independent auditors.
24.1 Power of Attorney (see signature pages to this Registration
Statement).
99.1 Second Amendment to the Community Capital Bancshares, Inc. 1998
Stock Incentive Plan.