Georgian Bancorporation 8-K 12-15-2005
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


 Date of report (Date of earliest event reported)
December 15, 2005
     

Georgia Bancshares, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Georgia
000-50188
58-2646154
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

 
100 Westpark Drive
Peachtree City, Georgia 30269
(Address of Principal Executive Offices)
 
 Registrant’s telephone number, including area code
(770) 631-9488  
 
 
N/A
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01. Entry Into a Material Definitive Agreement

On December 15, 2005, the non-employee members of the board of directors of Georgia Bancshares, Inc. (the “Company”) approved the acceleration of the 2006, 2007 and 2008 vesting of all outstanding unvested options granted in 2004, including the following options granted to executive officers of the Company. In each case, the executive officer received no immediate benefit from the acceleration of his options, as the exercise price ($14.30 per share) was higher than the market price of the Company’s common stock ($13.80 per share) on the day prior to the acceleration.

2004 Stock Option Grants to Executive Officers
Date of Grant: February 19, 2004
Date of Expiration: February 19, 2014
  
 
 
 
Employee Name
  
Total Options Granted on 02/19/04
  
 
 
Previously Vested
  
 
 
 
Vesting Dates Accelerated to December 15, 2005
  
       
Feb. 19, 2005
  
Feb. 19, 2006
  
Feb. 19, 2007
  
Feb. 19, 2008
  
Rick A. Duncan
    
35,000
    
8,750
    
8,750
    
8,750
    
8,750
  
C. Lynn Gable
    
30,000
    
7,500
    
7,500
    
7,500
    
7,500
  
Malcolm R. Godwin
    
35,000
    
8,750
    
8,750
    
8,750
    
8,750
  
Ira P. Shepherd III
    
35,000
    
8,750
    
8,750
    
8,750
    
8,750
  
Eric K. Smith
    
30,000
    
7,500
    
7,500
    
7,500
    
7,500
  


The following table shows the exercise prices of all of the options (including but not limited to those listed above) for which vesting was accelerated:

No. of Options
  
Exercise Price
  
177,375
  
$
14.30
  
12,500
    
14.95
  
3,000
    
12.25
  
5,000
    
12.40
  
2,500
    
13.50
  
200,375
        
 
Anticipated 2005 compensation expense resulting from the acceleration of vesting is $9,300, calculated as follows:

2.250 accelerated options at $1.55/share:
 
$
3,487.50
  
3,750 accelerated options at 1.40/share:
    
5,250.00
  
1,875 accelerated options at 0.30/share:
    
562.50
  
   
$
9,300.00
  

 
Absent this action, the Company would accrue $540,990 in anticipated additional compensation expense under FAS 123(r), of which the following amounts would be incurred in the following years:

 
2006
  
2007
  
2008
  
 
$180,360
  
$180,360
  
$180,270
  
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  GEORGIA BANCSHARES, INC.  
       
       
Date: December 21, 2005
By:
  /s/ C. Lynn Gable
  
   
C. Lynn Gable
  
   
Senior Vice President and Chief Financial Officer