As filed with the Securities and Exchange Commission on November 5, 2004
Registration No. __________
_____________________________________________________________________________
_____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
Capital City Bank Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida 59-2273542
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
217 North Monroe Street
Tallahassee, FL 32301
(850) 671-0300
(Address of Principal Executive Offices)
____________________________
2005 Director Stock Purchase Plan
2005 Associate Stock Purchase Plan
2005 Associate Incentive Plan
(Full Title of Plans)
____________________________
Copy To:
J. Kimbrough Davis Gregory K. Bader, Esq.
Executive Vice President and Gunster, Yoakley & Stewart, P.A.
Chief Financial Officer 500 East Broward Boulevard, Suite 1400
Capital City Bank Group, Inc. Fort Lauderdale, FL 33394
217 North Monroe Street (954) 713-6407
Tallahassee, FL 32301
(850) 671-0300
(Name and Address of Agent for Service)
____________________________
CALCULATION OF REGISTRATION FEE
__________________________________________________________________________________________________________________________
Proposed Maximum
Title of Each Class of Amount to be Proposed Maximum Aggregate Offering Amount of
Securities to be Registered (1) Registered Offering Price Per Unit Price Registration Fee
__________________________________________________________________________________________________________________________
Common Stock, $.01 par value per share 700,000 shares $ 38.89 (2) $ 27,223,000 $ 3,449.15
__________________________________________________________________________________________________________________________
Common Stock, $.01 par value per share 550,000 shares $ 35.00 (3) $ 19,250,000 $ 2,438.98
__________________________________________________________________________________________________________________________
__________________________________________________________________________________________________________________________
Total Registration Fee $ 5,888.13
__________________________________________________________________________________________________________________________
(1) This registration statement relates to the following three benefit
plans: 75,000 shares of Common Stock, $.01 par value per share, of
Capital City Bank Group, Inc. that may be issued under the 2005 Director
Stock Purchase Plan; 475,000 shares of Common Stock, $.01 par value per
share, of Capital City Bank Group, Inc. that may be issued under the
2005 Associate Stock Purchase Plan; and 700,000 shares of Common Stock,
$.01 par value per share, of Capital City Bank Group, Inc. that may be
issued under the 2005 Associate Incentive Plan. This registration
statement also relates to such indeterminate number of additional shares
as may be required pursuant to the Plans in the event of a stock
dividend, stock split, split-up, recapitalization, forfeiture of stock
under the Plans or other similar event.
(2) This estimate is made pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, solely for the purpose of determining the amount
of the registration fee. The price per share and aggregate offering
price is based on the average of the high and low prices for the Shares
as reported on the Nasdaq National Market on November 1, 2004, which was
$38.89 per share. The 700,000 shares represent the shares that may be
issued under the 2005 Associate Incentive Plan.
(3) This estimate is made pursuant to Rules 457(c) and (h) under the
Securities Act, solely for the purpose of determining the amount of the
registration fee. The price per share and aggregate offering price is
based upon 90% of the price per share of $38.89, which was the average
of the high and low prices for the Shares as reported on the Nasdaq
National Market on November 1, 2004. The 550,000 shares represent the
aggregate number of shares that may be issued under the 2005 Director
Stock Purchase Plan and the 2005 Associate Stock Purchase Plan.
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INTRODUCTION
This Registration Statement on Form S-8 relates to the following three
benefit plans: 75,000 shares of Common Stock, $.01 par value per share, of
Capital City Bank Group, Inc. that may be issued under the 2005 Director
Stock Purchase Plan; 475,000 shares of Common Stock, $.01 par value per
share, of Capital City Bank Group, Inc. that may be issued under the 2005
Associate Stock Purchase Plan; and 700,000 shares of Common Stock, $.01 par
value per share, of Capital City Bank Group, Inc. that may be issued under
the 2005 Associate Incentive Plan. This Registration Statement also relates
to such indeterminate number of additional shares as may be required pursuant
to the benefit plans in the event of a stock dividend, stock split, split-up,
recapitalization, forfeiture of stock under the benefit plans or other
similar event.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registration Information and Employee Plan Annual Information.*
* The information specified in the introductory Note to Part I of Form
S-8 will be sent or given to participants in the Plan as required by Rule
428(b)(1) of the rules promulgated under the Securities Act. Information
required by Part I to be contained in the Section 10(a) prospectus is omitted
from this Registration Statement in accordance with Rule 428(b) under the
Securities Act and the introductory Note to Part I of Form S-8.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. We incorporate by reference the documents
listed below:
* Annual Report on Form 10-K for the fiscal year ended December 31, 2003;
* Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004 and
June 30, 2004;
* Current Reports on Form 8-K filed on January 13, 2004, May 14, 2004,
August 6, 2004, October 13, 2004, October 21, 2004, and November 4,
2004; and
* The description of our Common Stock, $.01 par value per share, contained
in the Registration Statement on Form S-4 (Registration No. 333-53398)
as filed with the SEC on January 9, 2001.
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In addition, all documents that we file subsequent to this Registration
Statement pursuant to Section 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, 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 part hereof from the date
of filing of these documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act provides that a
director, officer, employee, or other agent of a Florida corporation:
* shall be indemnified by the corporation for all expenses of such
litigation actually and reasonably incurred when he or she is
successful on the merits on any legal proceeding;
* may be indemnified by the corporation for liability incurred in
connection with such legal proceedings (other than a derivative
suit), even if he or she is not successful on the merits, if he or
she acted in good faith and in a manner reasonably believed to be in
the best interest of the corporation (and in the case of a criminal
preceding, he or she had no reasonable cause to believe that such
conduct was unlawful); and
* may be indemnified by the corporation for expenses of a derivative
suit (a suit by a shareowner alleging a breach by a director or
officer of a duty owed to the corporation) and amounts paid in
settlement not to exceed, in the judgment of the Board of Directors,
the estimated costs and expenses of litigating the proceeding to
conclusion, even if he or she is not successful on the merits, if he
or she acted in good faith and in a manner he or she reasonably
believed to be in the best interest of the corporation and the
shareowners. If he or she is adjudged liable in the performance of
his or her duties to the corporation, indemnification may be made in
accordance with this paragraph unless and only to the extent that a
court determines that in view of all of the circumstances, he or she
is fairly and reasonably entitled to indemnification for expenses to
the extent permitted by such court.
The indemnification described in the second and third bullet-points
above will be made only upon a determination by:
* a majority of a quorum of disinterested directors;
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* if a quorum of disinterested directors is not obtainable, or even if
obtainable, by majority vote of a committee duly designated by the
Board of Directors (in which directors who are parties may
participate) consisting solely of two or more directors who are not
at the time parties to the proceeding;
* independent legal counsel in a written opinion;
* the shareowners (excluding the shares owned by the person seeking
indemnification); or
* the court in which the proceeding is or was pending, if
indemnification is proper under the circumstances because the
applicable standard of conduct has been met.
The Board of Directors may authorize the advancement of litigation
expenses to a director or officer upon receipt of an undertaking by the
director or officer to repay such expenses if it is ultimately determined
that he is not entitled to be indemnified for them.
The Florida Business Corporation Act's statutory scheme of
indemnification is not exclusive and allows expanded indemnification by
bylaw, agreement, vote of shareowners or disinterested directors, or
otherwise if the Articles of Incorporation are amended to permit expanded
indemnification. Notwithstanding the expansion of indemnification rights,
the Florida Business Corporation Act does not permit indemnification for:
* acts or omissions that involve a violation of the criminal law,
unless the director, officer employee or agent had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful;
* any transaction from which a director, officer or agent derived an
improper personal benefit;
* willful misconduct that shows a conscious disregard for the best
interest of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by
or in the right of a shareowner; or
* approving an improper distribution to shareowners.
Article X of our Amended and Restated Articles of Incorporation
obligates us to indemnify our officers and directors, provided the persons to
be indemnified meet the requisite standard of conduct set forth in Section
607.0850 of the Florida Business Corporation Act, for costs and expenses
actually and reasonably incurred in a legal proceeding. This includes any
amount paid in the settlement of such a proceeding, to the fullest extent
permitted by Florida law.
Article VII of our Bylaws obligates us to indemnify our officers and
directors, provided that the persons to be indemnified acted in good faith
and in a manner the persons reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct was
unlawful, for costs and expenses actually and reasonably incurred in
connection with a legal proceeding (other
5
than a derivative suit), including amounts paid in settlement of such a
proceeding, to the fullest extent permitted by Florida law, and requires
advancement of such costs and other expenses during pending proceedings. Our
Board of Directors has discretionary ability to provide indemnification with
respect to other persons, such as agents and employees.
Article VII of our Bylaws obligates us to indemnify our officers and
directors, provided that the persons to be indemnified acted in good faith
and in a manner the persons reasonably believed to be in, or not opposed to,
the best interests of the Corporation, for costs and expenses actually and
reasonably incurred in connection with a derivative suit, including amounts
paid in settlement of such a proceeding, to the fullest extent permitted by
Florida law, and requires advancement of such costs and other expenses during
pending proceedings. No indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to
be liable unless, and only to the extent that, the court in which such claim,
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. Our Board of Directors has discretionary
ability to provide indemnification with respect to other persons, such as
agents and employees.
We maintain director and officer liability insurance policies on behalf
of any person who is or was a director or officer of us or our subsidiary
companies providing for insurance against any liability incurred by him or
her in any such capacity or arising out of his or her status as such. The
policies contain various reporting requirements and exclusions.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation - incorporated herein by
reference to Exhibit 3 of the Registrant's 1996 Proxy Statement (filed
4/11/96) (No. 0-13358).
4.2 Amended and Restated Bylaws - incorporated herein by reference to
Exhibit 3(b) of the Registrant's Form 10-Q (filed 1/13/97) (No. 0-
13358).
4.3 2005 Director Stock Purchase Plan
4.4 2005 Associate Stock Purchase Plan
4.5 2005 Associate Incentive Plan
5.1 Opinion of Gunster, Yoakley & Stewart, P.A.
23.1 Consent of KPMG LLP
23.2 Consent of Gunster, Yoakley & Stewart, P.A. (contained in Exhibit 5.1)
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. 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 a 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
(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 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
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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) 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
Securities Act of 1933 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 as expressed in the Securities Act of 1933
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 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 Tallahassee, State of Florida, on
the 3rd day of November, 2004.
CAPITAL CITY BANK GROUP, INC.
By: /s/ William G. Smith, Jr.
--------------------------------------
William G. Smith, Jr.
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ J. Kimbrough Davis
--------------------------------------
J. Kimbrough Davis
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ DuBose Ausley
-----------------------------
DuBose Ausley Director October 7, 2004
/s/ Thomas A. Barron
-----------------------------
Thomas A. Barron Director October 6, 2004
/s/ Frederick Carroll, III
-----------------------------
Frederick Carroll, III Director October 6, 2004
/s/ Cader B. Cox, III
-----------------------------
Cader B. Cox, III Director October 7, 2004
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/s/ J. Everitt Drew
-----------------------------
J. Everitt Drew Director October 6, 2004
/s/ John K. Humphress
-----------------------------
John K. Humphress Director October 6, 2004
/s/ Lina S. Knox
-----------------------------
Lina S. Knox Director October 7, 2004
/s/ Ruth A. Knox
-----------------------------
Ruth A. Knox Director October 7, 2004
/s/ Henry Lewis III
-----------------------------
Henry Lewis III Director October 7, 2004
/s/ John R. Lewis
-----------------------------
John R. Lewis Director October 7, 2004
/s/ William G. Smith, Jr.
-----------------------------
William G. Smith, Jr. Director October 7, 2004
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EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation - incorporated herein by
reference to Exhibit 3 of the Registrant's 1996 Proxy Statement (filed
4/11/96) (No. 0-13358).
4.2 Amended and Restated Bylaws - incorporated herein by reference to
Exhibit 3(b) of the Registrant's Form 10-Q (filed 1/13/97) (No. 0-
13358).
4.3 2005 Director Stock Purchase Plan
4.4 2005 Associate Stock Purchase Plan
4.5 2005 Associate Incentive Plan
5.1 Opinion of Gunster, Yoakley & Stewart, P.A.
23.1 Consent of KPMG LLP
23.2 Consent of Gunster, Yoakley & Stewart, P.A. (contained in Exhibit 5.1)