UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/Amendment No. 2
[X] ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-74710
Georgia Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-2646154
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(State of Incorporation) (I.R.S. Employer Identification No.)
100 Westpark Drive
Peachtree, City, Georgia 30269
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(Address of principal executive offices) (Zip Code)
770-631-9488
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(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for past 90 days. Yes X No
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
The issuer's revenue for the fiscal year ended December 31, 2002 was
$9,985,218.
The aggregate market value of the voting and non-voting common equity held
by non-affiliates (shareholders holding less than 5% of an outstanding class of
stock, excluding directors and executive officers) as of March 6, 2003 was
$25,181,560. This calculation was based on the average bid and asked price of
such common equity on March 6, 2003, 2003.
There were 2,337,573 shares of the issuer's common stock issued and
outstanding, as of March 6, 2003.
Transitional Small Business Disclosure Format. (Check one): Yes No X
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the issuer's proxy statement for the 2003 annual meeting of
shareholders to be held on May 14, 2003 are incorporated by reference in Part
III of this Form 10-KSB.
EXPLANATORY NOTE
This 10-KSB/A No. 2 is being filed to attach the following exhibits: 4.7
Third Amendment to the Warrant Agreement for Georgia Bancshares, Inc. and 10.2
Summary of the Georgia Bancshares, Inc. 401K Plan. No other changes have been
made to the original 10-KSB.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GEORGIA BANCSHARES, INC.
Date: May 16, 2003 By: /s/ Ira P. Shepherd, III
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Ira P. Shepherd, III
President and Chief Executive Officer
In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant in the
capacities and on the dates indicated.
Signatures Title Date
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/s/ Ira P. Shepherd, III
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Ira P. Shepherd, III President, Chief Executive May 16, 2003
Officer (principal executive
officer), and Director
/s/ *
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Clyde A. McArthur Chief Financial Officer
(principal accounting and
financial officer)
/s/ *
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Arlie C. Aukerman Director
/s/ *
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Joseph S. Black Vice Chairman, Director
/s/ *
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Rick A. Duncan Director, Executive Vice President
/s/ *
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Dale K. Geeslin Secretary, Director
/s/ *
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Malcolm R. Godwin Director, Executive Vice President
/s/ *
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W. Robert Hancock Director
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/s/ *
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Vincent M. Rossetti Director
/s/ *
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Donnie H. Russell Director
/s/ *
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Thomas G. Sellmer Director
/s/ *
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Enrico A. Stanziale Chairman, Director
/s/ *
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James H. Webb, Jr. Director
/s/ Ira P. Shepherd, III May 16, 2003
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Ira P. Shepherd, III
As Attorney-In-Fact
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EXHIBIT INDEX
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form SB-2, File No.
333-74710).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form SB-2, File No. 333-74710).
4.1 See Exhibits 3.1 and 3.2 for provisions in Georgia Bancshares' Articles of
Incorporation and Bylaws defining the rights of holders of the common
stock.
4.2 Form of certificate of common stock (incorporated by reference to Exhibit
4.2 of the Company's Registration Statement on Form SB-2, File No.
333-74710).
4.3 Georgia Bancshares, Inc. 2001 Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 of the Company's Registration Statement on Form
SB-2; File No. 333-74710).
4.4 Form of Warrant Agreement (incorporated by reference to Exhibit 10.2 of the
Company's Registration Statement on Form SB-2; File No. 333-74710).
4.5 Form of First Amendment to Warrant Agreement (incorporated by reference to
Exhibit 10.3 of the Company's Registration Statement on Form SB-2; File No.
333-74710).
4.6 Form of Second Amendment to Warrant Agreement (incorporated by reference to
Exhibit 10.4 of the Company's Registration Statement on Form SB-2; File No.
333-74710).
4.7 Form of Third Amendment to Warrant Agreement.
5.1 Opinion Regarding Legality (incorporated by reference to Exhibit 5.1 of the
Registration Statement on Form SB-2, File No. 333-74710).
10.1 Real Estate Agreement dated June 1, 1999 between The Bank of Georgia and
Charles B. Miles & S. Reid Hutchings (incorporated by reference to Exhibit
10.5 of the Company's Registration Statement on Form SB-2; File No.
333-74710).
10.2 Summary of the Georgia Bancshares, Inc. 401K Plan.
21 Subsidiaries of the Company (incorporated to Exhibit 21 to the Company's
Form 10-KSB for the period ended December 31, 2002).
24 Power of Attorney (incorporated to Exhibit 24 to the Company's Form 10-KSB
for the period ended December 31, 2002).
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