As filed with the Securities and Exchange
Commission on October 1, 2008
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ATLANTIC SOUTHERN FINANCIAL GROUP, INC.
(Exact name of Registrant as specified in its charter)
Georgia
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20-2118147
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1701 Bass Road, Macon, Georgia 31210
(Address of principal executive offices and zip code)
ATLANTIC SOUTHERN FINANCIAL GROUP, INC. 2007 STOCK
INCENTIVE PLAN
(Full Title of the Plan)
Mark A. Stevens
Atlantic Southern Financial Group, Inc.
1701 Bass Road
Macon, Georgia 31210
(Name and address of agent for service)
(478) 476-2170
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See
definition of large accelerated filer, accelerated filer, and smaller
reporting company in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
x
CALCULATION OF REGISTRATION FEE
Title of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate Offering
Price(3)
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Amount of
Registration
Fee
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Common Stock,
$5.00 par value
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180,000 Shares
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$
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11.49
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$
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2,068,200
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$
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82
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(1)
Pursuant
to Rule 416(a), this Registration Statement also covers such
indeterminable number of additional shares of Common Stock 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)
Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under
the Securities Act of 1933, as amended.
(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.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents
containing the information specified in Part I of the instructions to the
Registration Statement on Form S-8 will be sent or given to participants
in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the Securities Act).
2
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of
Documents by Reference
.
The following
documents filed with the Securities and Exchange Commission (the Commission)
are incorporated herein by reference:
(1)
The Registrants Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, as
filed on March 14, 2008 and as amended on Form 10-K/A, filed on April 8,
2008;
(2)
The Registrants Quarterly
Reports for the fiscal quarters ended, March 31, 2008, as filed on May 9,
2008, and June 30, 2008, as filed on August 11, 2008; and
(3)
The Registrants Current
Reports on Form 8-K filed on January 11, 2008, February 4, 2008,
February 7, 2008, February 28, 2008, April 14, 2008, April 18,
2008, July 18, 2008, and September 24, 2008;
All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act),
after the date hereof, and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold, or that
deregisters all such 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.
The Registrant
shall furnish without charge to each person to whom the prospectus is
delivered, on written or oral request of such person, a copy of any or all of
the documents incorporated by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference to the
information that is incorporated).
Requests should be directed to Carol Soto, Chief Financial Officer, Atlantic
Southern Financial Group, Inc., 1701 Bass Road, Macon, Georgia 31210, telephone number (478) 476-2170.
Item 4.
Description of
Securities
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Not applicable.
3
Item 5.
Interest of Named Experts and Counsel
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None.
Item 6.
Indemnification
of Directors and Officers.
Consistent with the applicable provisions of the Georgia Business
Corporation Code, the Registrants articles of incorporation provide that it
shall indemnify its directors and officers against expenses (including
attorneys fees) and liabilities arising from actual or threatened actions,
suits or proceedings, whether or not settled, to which they become subject by
reason of having served in the role of the director or officer, acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of Atlantic Southern and, with respect to a criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
In addition, Article 9 of the Registrants articles of
incorporation, subject to limited exceptions and timely written notice of
proceedings, eliminates the potential personal liability of a director or
officer for monetary damages to Atlantic Southern Financial Group and to its
shareholders for breach of duty as a director. In accordance with the Georgia
Business Corporation Code, there is no elimination of liability for the
following: (1) breach of duty involving appropriation of business opportunity
of the Registrant; (2) an act of omission involving intentional misconduct or a
knowing violation of law; (3) a transaction from which the director derives an
improper material tangible personal benefit; or (4) as to any payment of a
dividend or approval of a stock repurchase that is illegal under the Georgia
Business Corporation Code. The Bylaws do not eliminate or limit its right or
the right of the Registrants shareholders to seek injunctive or other
equitable relief not involving monetary damages.
Item 7.
Exemption From
Registration Claimed.
Not applicable.
Item
8. Exhibits.
The following
exhibits are filed herewith or incorporated by reference into this Registration
Statement pursuant to Item 601 of Regulation S-K:
Exhibit
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No.
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Description
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5.1
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Opinion of
Powell Goldstein LLP with respect to the securities being registered,
including consent.
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23.1
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Consent of
counsel (included in Exhibit 5.1).
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23.2
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Consent of
Porter Keadle Moore, LLP.
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23.3
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Consent of
Thigpen, Jones, Seaton, & Co., P.C.
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24.1
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Power of
Attorney (see signature pages to this Registration Statement).
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4
Item 9. Undertakings.
(a)
The
undersigned Registrant hereby undertakes:
(1)
To
submit the Atlantic Southern Financial Group, Inc. 2007 Stock Incentive
Plan, and any amendment thereto to the Internal Revenue Service (IRS) in a
timely manner and will make all changes required by the IRS in order to qualify
the plan.
(2)
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;
(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 and 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 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)(2)(i) and (a)(2)(ii) do not apply if the
registration statement is on Form S-3 or 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 Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement;
(3)
That,
for the purpose of determining any liability under the Securities 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.
(4)
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, each filing of the Registrants annual
report pursuant to Section 13(a)
5
or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange 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)
Insofar
as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
6
SIGNATURES
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
Macon, State of Georgia, on this the 27
th
day of August, 2008.
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ATLANTIC
SOUTHERN FINANCIAL GROUP, INC.
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By:
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/s/ Mark A.
Stevens
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Mark A. Stevens
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President and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY
THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Mark A. Stevens as his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each of said attorneys-in-fact
and agents, or their substitutes, could lawfully do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act, this Registration Statement has been signed
below by the following persons in the capacities indicated and on the 27
th
day of August, 2008.
Signature
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Title
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/s/ Mark A. Stevens
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President, Chief Executive Officer
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Mark A. Stevens
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and Director
(Principal
Executive Officer)
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/s/ Carol W. Soto
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Chief Financial Officer
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Carol W. Soto
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(Principal Financial and Accounting Officer)
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/s/
William A. Fickling, III
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William A. Fickling, III
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Chairman of the Board
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7
Signature
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Title
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/s/ Raymond Odell Ballard, Jr.
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Raymond
Odell Ballard, Jr.
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Director
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/s/
Peter R. Cates
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Peter
R. Cates
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Director
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/s/
Carolyn Crayton
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Carolyn
Crayton
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Director
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/s/
James Douglas Dunwody
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James
Douglas Dunwody
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Director
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/s/
Michael C. Griffin
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Michael
C. Griffin
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Director
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/s/
Carl E. Hofstadter
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Carl
E. Hofstadter
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Director
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/s/ Dr. Laudis H. Lanford
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Dr. Laudis
H. Lanford
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Director
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/s/
J. Russell Lipford, Jr.
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J.
Russell Lipford, Jr.
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Director
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/s/
Thomas J. McMichael
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Thomas
J. McMichael
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Director
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/s/
Donald L. Moore
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Donald L. Moore
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Director
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/s/ Tyler Rauls, Jr.
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Tyler Rauls, Jr.
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Director
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/s/ Dr. Hugh F. Smisson, III
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Dr. Hugh F. Smisson, III
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Director
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/s/ George Waters, Jr.
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George Waters, Jr.
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Director
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8
EXHIBIT INDEX
Exhibit
No.
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Description
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5.1
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Opinion of
Powell Goldstein LLP with respect to the securities being registered,
including consent.
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23.1
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Consent of
counsel (included in Exhibit 5.1).
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23.2
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Consent of
Porter Keadle Moore, LLP.
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23.3
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Consent of
Thigpen, Jones, Seaton, & Co., P.C.
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24.1
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Power of
Attorney (see signature pages to this Registration Statement).
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9
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