Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
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
21, 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
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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2815
Meredyth Drive, Albany, Georgia
|
31707
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(Address
of Principal Executive
Offices)
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(Zip
Code)
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(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.
This
Current
Report on Form 8-K restates information previously included in a Current
Report
on Form 8-K filed on August 31, 2006, with one correction. The Current Report
on
Form 8-K filed on August 31, 2006 incorrectly stated that the Employment
Agreement was entered into on August 28, 2006. The Employment Agreement was
actually entered into on August 21, 2006.
On
August 21,
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
initial term of the Agreement 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/A 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 increased 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
9.01. Financial
Statements, Pro Forma Information and Exhibits.
Exhibit
10.23
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Employment
Agreement by and among Albany Bank & Trust, National Association,
Community Capital Bancshares, Inc. and John H.. Monk, Jr., dated
August
21, 2006. (Incorporated by reference to Exhibit 10.23 in Community
Capital
Bancshares, Inc.’s Current Report on Form 8-K (File no. 000-25345), filed
August 31, 2006).
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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.
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COMMUNITY
CAPITAL BANCSHARES, INC.
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Dated: November
8, 2006
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By:
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/s/
David J.
Baranko |
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Name:
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David
J. Baranko |
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Title:
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Chief
Financial Officer |
EXHIBIT
INDEX
Exhibit No. |
|
Description |
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10.23 |
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Employment
Agreement by and among Albany Bank & Trust, National Association,
Community Capital Bancshares, Inc. and John H. Monk, Jr., dated
August 21,
2006. (Incorporated by reference to Exhibit 10.23 in Community
Capital
Bancshares, Inc.’s Current Report on Form 8-K (File no. 000-25345), filed
August 31, 2006).
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