Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) August
28, 2006
Community
Capital Bancshares, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Georgia
(State
or
Other Jurisdiction of
Incorporation)
000-25345
|
58-2413468
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
2815
Meredyth Drive, Albany, Georgia
|
31707
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
(229)
446-2265
(Registrant’s
Telephone Number, Including Area Code)
Not
Applicable
(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 (see
General
Instruction A.2. below):
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
August
28, 2006, Community Capital Bancshares, Inc. and its wholly-owned subsidiary,
Albany Bank & Trust, N.A., (together, the “Employer”) entered into an
employment agreement (the “Agreement”) with John H. Monk, Jr. regarding his
employment as the Employer’s President and Chief Executive Officer. The
Agreement is effective as of August 21, 2006, and continues until August 20,
2007. The Agreement will be extended for additional terms of one year unless
any
party to the Agreement provides notice of cancellation thirty days prior to
the
end of the current term.
A
copy
of the
Agreement has been attached to this Current Report on Form 8-K as Exhibit 10.23,
and the following summary of the material terms and conditions of the Agreement
is qualified entirely by reference thereto.
Mr.
Monk's initial base salary under the Agreement is $203,000 per year from the
beginning of the initial term until December 31, 2006. On January 1, 2007,
Mr.
Monk’s base salary will be raised to $210,000 per year. The Board of Directors
of Employer is required to review the base salary amount annually, and the
base
salary may be adjusted each year in an amount determined by the Board of
Directors. The Agreement also provides that Mr. Monk is entitled to an annual
cash bonus based on criteria established by the Board of Directors of the
Employer. Further, the Agreement provides that Mr. Monk will receive 10,000
options upon the execution of the Agreement and 5,000 additional options on
January 1, 2007. Mr. Monk is also entitled to receive 15,000 options when he
is
successful in having the Agreement between Albany Bank & Trust, N.A. and the
Office of the Comptroller of the Currency (the “OCC Agreement”) terminated.
Additionally, the Agreement requires the Employer to provide Mr. Monk with
health insurance, an automobile, reimbursement for moving expenses up to $7,000,
vacation time, reimbursement for reasonable business expenses, club memberships
and other customary benefits.
Generally,
in the event Mr. Monk is terminated by the Employer without cause or Mr. Monk
terminates his employment with cause, the Employer will be required to meet
its
obligations with respect to Mr. Monk's compensation for a period equal to twelve
months from the date of termination. In the event the Employer terminates Mr.
Monk's employment due to his permanent disability, the Employer will be required
to meet its obligations with respect to Mr. Monk's compensation for a period
of
six months following the termination. If Mr. Monk terminates his employment
within twelve months before or twenty-four months following a change in control
of the Employer, Mr. Monk will be entitled to a cash payment equal to one and
one-half times the sum of his average base salary and cash bonus for the
preceding three years.
If
Mr.
Monk's employment is terminated by the Employer with cause or Mr. Monk
terminates his employment without cause or upon a change in control, Mr. Monk
will generally be prohibited from competing with Albany Bank & Trust, N.A.
or soliciting its customers or employees for a period of twelve months from
the
date of termination.
Pursuant
to the OCC Agreement, Mr. Monk’s employment is subject to review by the Office
of the Comptroller of the Currency.
Item
5.05. Amendment
to Registrant's Code of Ethics.
On
August
28, 2006, the Board of Directors of Community Capital Bancshares, Inc. adopted
a
revised Code of Business Conduct and Ethics (the “Code”).
The revised Code applies to all employees, officers, directors and principal
shareholders of Community Capital Bancshares, Inc., Albany Bank & Trust,
N.A. and AB&T National Bank (collectively, the “Company”) and their related
interests. The revised Code addresses compliance with Regulation O and the
Company’s Insider Loan Policies, further defines conflicts of interest and
required disclosures relating to such conflicts, and includes new sections
titled “Securities Trading and Use of Inside Information” and “Business
Relationships Involving Antitrust Law.” The revised Code also requires that
suspicious activity reports be filed for all insider violations of law
regardless of the dollar amount involved. The foregoing is a brief summary
of
the Code and is qualified in its entirety by reference to the Code attached
hereto as Exhibit 14.1.
The
Company believes the Code is reasonably designed to deter wrongdoing and to
promote honest and ethical conduct, including: the ethical handling of conflicts
of interest; full, fair and accurate disclosure in filings and other public
communications made by the Company; compliance with applicable laws; prompt
internal reporting of violations of the Code; and accountability for adherence
to the Code.
Item
9.01. Financial
Statements, Pro Forma Information and Exhibits.
Exhibit 10.23 |
|
Employment
Agreement by and among Albany Bank & Trust, National
Association, Community Capital Bancshares, Inc. and John H..
Monk, Jr., dated August 28, 2006.
|
|
|
|
Exhibit 14.1 |
|
Code
of Business Conduct and Ethics
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
|
|
|
COMMUNITY
CAPITAL BANCSHARES, INC.
|
|
|
|
Dated: August
31, 2006
|
By: |
/s/
David J.
Baranko |
|
Name:
|
David
J. Baranko |
|
Title: |
Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit No. |
|
Description |
|
|
|
10.23 |
|
Employment
Agreement by and among Albany Bank & Trust, National Association,
Community
Capital Bancshares, Inc. and John H. Monk, Jr., dated August 28,
2006.
|
|
|
|
14.1 |
|
Code
of Business Conduct and
Ethics
|