-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C8VXH85LHoJBG6qt5chmjEmH4EIcNfkUAITpYda0j/u9fUqZGLbrjIZGbaz1FtI7 ajkmFbNW+EZA4PiB0YBeoA== 0000950144-04-002908.txt : 20040323 0000950144-04-002908.hdr.sgml : 20040323 20040323161139 ACCESSION NUMBER: 0000950144-04-002908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EBANK FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001050725 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 582349097 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61921 FILM NUMBER: 04685159 BUSINESS ADDRESS: STREET 1: 2410 PACES FERRY ROAD STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709564034 MAIL ADDRESS: STREET 1: 100 GALLERIA PARKWAY STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30339 FORMER COMPANY: FORMER CONFORMED NAME: EBANK COM INC DATE OF NAME CHANGE: 19990423 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHEAST COMMERCE HOLDING CO DATE OF NAME CHANGE: 19971203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JONES BILLY RAY CENTRAL INDEX KEY: 0001093681 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6001 LIVE OAK PARKWAY CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7703009334 MAIL ADDRESS: STREET 1: 6001 LIVE OAK PARKWAY CITY: NORCROSS STATE: GA ZIP: 30093 SC 13D/A 1 g87998a2sc13dza.htm EBANK FINANCIAL SERVICES, INC. / BILLY R. JONES sc13dza
 

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

ebank Financial Services, Inc.


(Name of Issuer)

Common Stock


(Title of Class of Securities)

278608104


(CUSIP Number)

J. Matthew Martin
Shumacker Witt Gaither & Whitaker, P.C.
Suite 1100, 736 Market Street
Chattanooga, TN 37402
423-425-7000


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 19, 2004


(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

SCHEDULE 13D
             
CUSIP No. 278608104  

  1. Name of Reporting Persons:
Billy R. Jones
I.R.S. Identification No. of above persons (entities only):

  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) o  

  3. SEC Use Only:

  4. Source of Funds (See Instructions):
PF

  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o

  6. Citizenship or Place of Organization:
United States of America

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
666,302

8. Shared Voting Power:
0

9. Sole Dispositive Power:
666,302

10.Shared Dispositive Power:
0

  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
666,302

  12.Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
o

  13.Percent of Class Represented by Amount in Row (11):
22.73%

  14.Type of Reporting Person:
IN

2


 

Item 1.     Security and Issuer.

     This Amendment Number 1 to Statement on Schedule 13D (the “Statement”) relates to the Common Stock, (the “Common Stock”), of ebank Financial Services, Inc., a Georgia corporation (the “Issuer”), the principal executive offices of which are located at 2410 Paces Ferry Road, Suite 190, Atlanta, Georgia 30339.

Item 2.     Identity and Background.

     (a)     Billy R. Jones.

     (b)     800 Satellite Boulevard, Suwanee, Georgia 30024.

     (c)     Mr. Jones is the President of Crown Fiber Communications, Inc., a cable television construction company. The address of Crown Fiber Communications, Inc. is 800 Satellite Boulevard, Suwanee, Georgia 30024.

     (d)     Mr. Jones has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     (e)     Mr. Jones has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

     (f)     Mr. Jones is a citizen of the United States of America.

Item 3.     Source and Amount of Funds or Other Consideration.

     The aggregate amount of funds used to purchase the shares of the Issuer reported in Item 4 was $341,919.36. Mr. Jones funded the purchase of such shares from his personal funds.

Item 4.     Purpose of Transaction.

     Mr. Jones purchased 316,592 shares of the Issuer’s Common Stock in the Issuer’s offering to sell up to 3,703,704 shares of its Common Stock. Mr. Jones acquired the shares of the Issuer reported herein for investment purposes.

     Mr. Jones presently intends to continue his participation in the Issuer’s offering to sell up to 3,703,704 shares of its Common Stock. However, Mr. Jones intends to limit his participation in the offering such that after the conclusion of such offering he beneficially

3


 

owns no more than twenty four percent (24%) of the Issuer’s Common Stock, as calculated pursuant to the beneficial ownership rules promulgated by the Office of Thrift Supervision.

     Except as otherwise set forth herein, Mr. Jones does not have any present plans or proposals that relate to or would result in the following: the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer’s business or corporate structure; changes in the Issuer’s charter or by-laws or other actions that might impede the acquisition of control of the Issuer; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; causing a class of equity securities of the Issuer to be eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any other similar action.

Item 5.     Interest in Securities of the Issuer.

     (a)     Mr. Jones is deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 666,302 shares of the Issuer’s Common Stock constituting 22.73% of the Issuer’s outstanding Common Stock. Such 666,302 shares of Common Stock consist of: (i) 366,302 shares of Common Stock owned directly by Mr. Jones; (ii) 200,000 shares of Series A Convertible Preferred Stock which are currently convertible into 200,000 shares of Common Stock; and (iii) a currently exercisable warrant to purchase 100,000 shares of Common Stock.

     (b)     Mr. Jones has the sole power to vote and dispose of all of the shares of the Issuer reported herein.

     (c)     None.

     (d)     No other person other than Mr. Jones has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Issuer reported herein.

     (e)     Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

     From October 4, 2000 through June 5, 2001, the Issuer sold 500,000 “capital units” at a price of $10.00 per unit in a private offering. Each such capital unit consisted

4


 

of four shares of Series A Preferred stock and a warrant to purchase two shares of Common Stock for $3.50 per share. Mr. Jones participated as an investor in such offering on the same terms and conditions as other investors. Accordingly, the Issuer and Mr. Jones are a party to a warrant agreement entitling Mr. Jones to purchase 100,000 shares of Common Stock. The warrant agreement terminates on the earlier of five years from its date of issue or thirty days after the Issuer notifies the holder that the closing price of the Issuer’s Common Stock has equaled or exceeded $5.00 per share for twenty consecutive trading days. The Issuer also entered into a registration rights agreement with Mr. Jones and each of the other investors in the private offering in order to assist such investors in selling shares of Common Stock underlying the Series A Preferred shares and warrant agreements. Pursuant to the terms of the registration rights agreements, the Issuer agreed to file a “shelf” registration statement registering the resale by the investors in such offering of shares of Common Stock underlying the Series A Preferred and the warrant agreements. The registration rights terminate on the earlier of (i) the date on which all of the holders of Series A Preferred shares and warrant agreements no longer hold any shares of Common Stock underlying such securities; or (ii) the date on which all of the shares of Common Stock underlying Series A Preferred shares and warrant agreements may be resold in a public transaction without registration under the Securities Act.

     As a holder of shares of the Issuer’s Series A Preferred Stock, Mr. Jones is entitled to receive dividends declared on such shares. The Company is obligated to pay cumulative dividends at an annual rate of 8% on such outstanding shares. The Company may, at its election, pay any such dividends in cash or additional shares of Common Stock. Accordingly, to the extent the Company elects to pay any future dividends in additional shares of Common Stock, Mr. Jones will be entitled to receive additional shares of Common Stock.

     Mr. Jones participated as an investor in the Issuer’s offering to sell up to 3,703,704 shares of Common Stock. Accordingly, Mr. Jones and the Issuer are also parties to a Stock Subscription Agreement executed in connection with such offering. Mr. Jones and the Issuer also entered into a Letter Agreement with respect to Mr. Jones’ participation in the Issuer’s current offering of Common Stock. Under the Letter Agreement, Mr. Jones agreed to purchase from time to time during the Issuer’s current offering an aggregate number of the Issuer’s Common Stock equal to the lesser of (i) that number of shares of Common Stock which would bring Mr. Jones’ beneficial ownership percentage to no more than 24% (as calculated pursuant to applicable OTS rules); or (ii) 1,000,000 shares of the Issuer’s Common Stock.

Item 7.     Material to be Filed as Exhibits.

The following documents were filed as part of Mr. Jones’ original Schedule 13D and are incorporated herein by reference to such filing:

     Exhibit 99.1:     Warrant Agreement between the Issuer and Mr. Jones.

     Exhibit 99.2:     Registration Rights Agreement between the Issuer and Mr. Jones.

The following documents are filed as part of this Amendment Number 1 to Schedule 13D:

     Exhibit 99.3     Stock Subscription Agreement between the Issuer and Mr. Jones.

     Exhibit 99.4     Letter Agreement between the Issuer and Mr. Jones.

5


 

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
     
/s/ Billy R. Jones          
Billy R. Jones         
     
 

Date: March 23, 2004

6

EX-99.3 3 g87998a2exv99w3.txt EX-99.3 STOCK SUBSCRIPTION AGREEMENT EXHIBIT 99.3 SUBSCRIPTION AGREEMENT FOR PURCHASE OF EBANK FINANCIAL SERVICES, INC. COMMON STOCK, $.01 PAR VALUE PURSUANT TO THE OFFERING MEMORANDUM DATED FEBRUARY 11, 2004 The Placement Agent for this Offering is: JONES, BYRD & ATTKISSON, INC. By mail, by overnight courier, by hand, or by facsimile: EBANK FINANCIAL SERVICES, INC. C/O JONES, BYRD & ATTKISSON, INC. ATT'N: RON ATTKISSON 2839 PACES FERRY ROAD, SUITE 320 ATLANTA, GEORGIA 30339 Telephone No.: (770) 431-6200; Facsimile No.: (770) 431-6211 --------------------------- DELIVERY OF THIS SUBSCRIPTION AGREEMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID SUBSCRIPTION FOR SHARES. --------------------------- During the first thirty (30) days of this Offering, subscriptions will be accepted only from existing shareholders, employees and directors of ebank Financial Services, Inc. If you are a holder of outstanding shares of either the Company's Common Stock or the Company's 8% cumulative convertible Series A preferred stock, please provide the information requested below in order to assist the Company and the Placement Agent in processing this Subscription Agreement: INFORMATION TO BE PROVIDED BY HOLDERS OF COMMON STOCK (PLEASE NEATLY PRINT OR TYPE APPLICABLE INFORMATION IN THE SPACES PROVIDED BELOW):
NAME(S) AND ADDRESS(ES) OF HOLDERS (PLEASE FILL IN EXACTLY SHARE NAME AND ADDRESS OF THE NUMBER OF AS NAME(S) APPEAR(S) ON THE SHARE CERTIFICATE(S), OR ON CERTIFICATE BROKER THROUGH WHICH YOU SHARES OF THE ACCOUNT THROUGH WHICH YOU HOLD THE SHARES IF YOU NUMBER(S), IF HOLD SHARES OF COMMON COMMON STOCK DO NOT HOLD PHYSICAL STOCK CERTIFICATES): APPLICABLE: STOCK (IF APPLICABLE): OWNED: Billy R. Jones 49,710
1 INFORMATION TO BE PROVIDED BY HOLDERS OF 8% SERIES A PREFERRED STOCK (PLEASE NEATLY PRINT OR TYPE APPLICABLE INFORMATION IN THE SPACES PROVIDED BELOW):
NAME(S) AND ADDRESS(ES) OF HOLDERS SHARE NUMBER OF SHARES OF (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) CERTIFICATE 8% SERIES A PREFERRED STOCK ON THE SHARE CERTIFICATE(S): NUMBER(S): OWNED: Billy R. Jones 52/86 200,000
IMPORTANT: If the subscriber has been assisted in completing this Subscription Agreement by a licensed broker or dealer, please provide the following information:
ADDRESS (INCLUDING ZIP CODE) AND NAME OF LICENSED BROKER OR DEALER: TELEPHONE NUMBER (INCLUDING AREA CODE): - --------------------------------- -------------------------------------- N/A - ----------------------------------------------------- ------------------------------------------------------- (NOTE: Providing this information will entitle ------------------------------------------------------- the broker or dealer named herein to receive compensation equal to 4% of the subscription price ------------------------------------------------------- for any shares issued upon the Company's acceptance Phone: ( ) of this Subscription Agreement, as described in the Prospectus.)
IN ORDER TO SUBSCRIBE FOR SHARES PURSUANT TO THIS OFFERING, YOU MUST VALIDLY TENDER THIS COMPLETED SUBSCRIPTION AGREEMENT, TOGETHER WITH PAYMENT OF THE FULL PURCHASE PRICE FOR THE SHARES SUBSCRIBED, TO THE PLACEMENT AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE FOR THE OFFERING. IMPORTANT -- If payment of the subscription price is to be made by wire transfer, the following wire instructions should be used: Account Name: ebank Financial Services, Inc. Stock Subscription Account Wire to: The Bankers Bank of Georgia Atlanta, GA ABA Number: 061003415 Beneficiary Name: ebank Beneficiary ABA: 0610-92057 For Further Credit To: Customer Name: ebank Financial Services, Inc. Stock Subscription Account Customer Account Number: 001-3005456 All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Prospectus of ebank Financial Services, Inc., a Georgia corporation (the "Company"), dated February 11, 2004. THIS OFFERING IS NOT BEING MADE TO (NOR WILL SUBSCRIPTIONS FOR SHARES OF COMMON STOCK BE ACCEPTED FROM OR ON BEHALF OF) INVESTORS IN ANY JURISDICTION IN WHICH THIS OFFERING WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. IN ANY JURISDICTION WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THIS OFFERING TO BE MADE BY A LICENSED BROKER OR DEALER, THIS OFFERING WILL BE DEEMED TO BE MADE ON THE COMPANY'S BEHALF BY THE INFORMATION AGENT OR ONE OR MORE REGISTERED BROKERS OR DEALERS LICENSED UNDER THE LAWS OF THE JURISDICTION. 2 Your bank or broker can assist you in completing this form. The instructions included with this Subscription Agreement must be followed. Questions and requests for assistance and requests for additional copies of the Prospectus or the Subscription Agreement may be directed to the Placement Agent for the Offering: Jones, Byrd & Attkisson, Inc., Att'n: Ron Attkisson, 2839 Paces Ferry Road, Suite 320, Atlanta, Georgia 30339, Telephone (770) 431-6200. NOTE: SIGNATURES MUST BE PROVIDED BELOW Ladies and Gentlemen: A. SUBSCRIPTION By execution hereof, the undersigned (individually and collectively a "Subscriber"), intending to be legally bound, hereby applies to the Company, subject to the terms and conditions of this Subscription Agreement and of the offering (the "Offering") of the Company's common stock, $.01 par value per share (the "Common Stock") described in the ebank Financial Services, Inc. Prospectus dated as of February 11, 2004 (the "Prospectus"), for the purchase of the number of shares of Common Stock set forth below, at the price of $1.08 per share (the "Purchase Price"):
NUMBER OF SHARES OF COMMON STOCK TOTAL SUBSCRIPTION PRICE SUBSCRIBED FOR UNDER THIS AGREEMENT: 1,000,000 (AT $1.08 PER SHARE OF COMMON STOCK): $1,080,000 --------- ---------
Enclosed with (or transmitted in connection with) this Subscription Agreement is my personal check, bank or cashier's check or wire transfer of funds made payable to ebank Financial Services, Inc. Subscription Account evidencing $1.08 for each share subscribed for, which funds are to be deposited by the Placement Agent into the Company's stock subscription account for the Offering as described in the Prospectus. B. SUBSCRIBER'S REPRESENTATIONS, WARRANTIES AND AGREEMENTS The undersigned hereby represents and warrants to, and agrees with, the Company as follows: 1. Receipt of Prospectus. In connection with the Company's offer of Common Stock, I represent and warrant that I am over the age of 21 years and that I have received a copy of the Prospectus, and that I am relying on no representations other than those set forth in the Prospectus. I understand that my purchase of ebank Financial Services, Inc.'s Common Stock involves significant risk, as described under "RISK FACTORS" in the Prospectus. I also understand that no federal or state agency has made any finding or determination regarding the fairness of the Company's offering of Common Stock, the accuracy or adequacy of the Prospectus, or any recommendation or endorsement concerning an investment in the Common Stock. 2. Residency Declaration. I hereby represent and warrant that I am a resident of the State of Georgia (THE PRECEDING BLANK SHOULD BE FILLED IN BY THE SUBSCRIBER). I acknowledge that I am aware that this offering is being made only to legal residents of the States of Georgia, North Carolina, Ohio, Pennsylvania, South Carolina, Tennessee and Virginia, subject to the effective registration of the offering under the securities laws of each such state, and the Prospectus does not constitute an offer to sell securities to (nor will any subscriptions be accepted from) any person or organization that is not a valid resident of one of such States. 3. Acceptance of Subscription; Company Discretion. I understand that this application to purchase shares is not binding on the Company and does not become a completed Subscription Agreement unless payment submitted herewith is promptly paid by the bank upon which it is drawn and until the offer is accepted by a duly authorized officer or agent of the Company. I understand and agree that the Company has, in its sole discretion, the right to allocate shares among Subscribers, and to accept or reject any or all of the offer to purchase shares represented hereby in accordance with the terms of the Offering as described in the Prospectus. I also understand and agree that, in the event that this application is not accepted (in whole or in part), or the Offering is 3 terminated, funds paid under this Subscription Agreement and not applied to the purchase of Common Stock will be returned to me with no interest earned. 4. Subscription Irrevocable; Non-Assignable. I understand that when this Subscription Agreement is executed and delivered, it is irrevocable and binding upon me, subject only to acceptance by the Company. When accepted by the Company, this Subscription Agreement shall bind the Subscriber and his successors and assigns, personal and legal representatives, and heirs to pay for all shares subscribed. I hereby acknowledge and agree that I am not entitled to assign or transfer this Subscription Agreement or any interest herein, nor am I entitled to cancel, terminate, or revoke this purchase offer or any of my representations, warranties or agreements hereunder. This Subscription Agreement shall survive the death, disability, or transfer of control of the Subscriber hereunder. 5. Purchase for Subscriber's Account Only. The Subscriber represents, warrants, and covenants that he is offering this Subscription Agreement and will purchase the Common Stock solely for his own account and for the person(s) in whose name(s) such shares are to be registered (or in whose names a brokerage account is to be established) as set forth below. 6. Indemnification and Arbitration. The Subscriber confirms that all information supplied by it is true, accurate, and complete, and shall constitute representations, warranties, and covenants which shall survive the execution, delivery, and acceptance of this Subscription Agreement and the issuance and delivery of the Common Stock to the Subscriber or his broker. The Subscriber recognizes that the offer to him of Common Stock in the Company was based upon such representations, warranties and covenants and hereby agrees to indemnify the Company and to hold it harmless against any and all liabilities, costs, or expenses (including reasonable attorneys' fees) arising by reason of, or in connection with, any misrepresentation or any breach of such representations, warranties or covenants by the undersigned. Further, in the event that any dispute were to arise in connection with this Agreement or with the undersigned's investment in the Company, the undersigned agrees, prior to seeking any other relief at law or equity, to submit the matter to binding arbitration in accordance with the rules of the National Association of Securities Dealers at a place to be designated by the Company. C. MISCELLANEOUS. The undersigned understands that the delivery of this Subscription Agreement and the accompanying payment for shares is not effective, and the risk of loss of same does not pass to the Placement Agent, until receipt by the Placement Agent of this Subscription Agreement, or a facsimile hereof, properly completed and duly executed in form satisfactory to the Company. All questions as to the form of all documents and the validity of execution thereof will be determined by the Company, in its sole discretion, which determination shall be final and binding. Headings used herein are for convenience of reference only and shall not be considered in construing the terms of this Subscription Agreement. This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia. Common Stock purchased by the undersigned shall be registered as listed below. In the absence of any contrary instructions, all shares subscribed by two or more individuals will be registered to such persons as joint tenants with rights of survivorship. (If certificates for shares are to be issued, or a brokerage account is to be established, in more than one name, please specify whether ownership is to be as tenants in common, joint tenants, etc. If certificates for shares are to be issued in the name of one person for the benefit of another, or in a person's Individual Retirement Account (or other qualifying retirement account), please indicate whether registration should be as trustee, custodian, or holder of an IRA/Retirement Account for each person, and if as trustee, please provide the full name and date of such trust.) 4 IN WITNESS WHEREOF, the undersigned, acting with full authority and capacity has executed, or caused to be executed, this Subscription Agreement as of the date and year set forth below. Date: , 2004 -------------------------- PLEASE PRINT OR TYPE THE EXACT SUBSCRIBER NAME(S) IN WHICH THE UNDERSIGNED DESIRES THE COMMON STOCK SUBSCRIBED FOR HEREBY TO BE REGISTERED: Billy R. Jones - ---------------------------------- ----------------------------------------- Printed or Typed Name Additional Printed or Typed Name (if applicable) X /s/ Billy R. Jones X - ---------------------------------- ----------------------------------------- Signature* Additional Signature* (if applicable) - ---------------------------------- ----------------------------------------- Capacity in which Signing Capacity in which Signing (if applicable) (if applicable) Address(es), Including Zip Code: - ---------------------------------- ----------------------------------------- - ---------------------------------- ----------------------------------------- Area Code and Telephone Number(s): - ---------------------------------- ----------------------------------------- [ ] Check this box and complete the following if you would like all or any of the shares for which you have subscribed to purchase above registered in the name of a person(s) other than the person(s) in whose name this Subscription Agreement has been executed above: Register _____________ of the shares for which I have subscribed above in the following name(s): (No. of Shares) Name(s): Address(es): ---------------------------------- ----------------------------------------- ---------------------------------- -----------------------------------------
*If joint tenancy, tenancy-by-the entirety, or tenants in common is desired, both names and signatures are required; if a corporation the Subscription Agreement must be executed by its chief executive; if a trust, this Subscription Agreement must be signed by all of the trustees; if a partnership, then this Subscription Agreement must be signed by the general partner; and if a limited liability company, then this Subscription Agreement must be signed by the manager. Please indicate by check mark in the appropriate box below the form of ownership the desired for the Common Stock: [_] Individual [_] Tenants in Common [_] Joint Tenants with Rights of Survivorship [_] Trustee [_] Custodian [_] Beneficiary of IRA/Retirement Account [_] Corporation [_] Partnership [_] Other __________________________ =============================================================================================== (This area for Company use only)
Accepted as of this 19th day of March_________________, 2004, as to 1,000,000 shares of Common Stock. EBANK FINANCIAL SERVICES, INC. By: /s/ Wayne W. Byers -------------------------------------------- (Signature) Name: Wayne W. Byers -------------------------------------------- Title: CFO -------------------------------------------- ================================================================================ IMPORTANT: COMPLETE SUBSTITUTE FORM W-9 HEREIN TO PROVIDE TAXPAYER IDENTIFICATION NUMBER(S) AND ADDITIONAL REQUIRED INFORMAITON 5
EX-99.4 4 g87998a2exv99w4.txt EX-99.4 LETTER OF AGREEMENT EXHIBIT 99.4 Ebank Financial Service, Inc. March 18, 2004 VIA FACSIMILE ONLY (770) 271-3658 AND U.S. MAIL Mr. Billy R. Jones 800 Satellite Boulevard Suwanee, Georgia 30024 RE: ACCEPTANCE OF SUBSCRIPTION FOR SHARES OF EBANK FINANCIAL SERVICES, INC. Dear Mr. Jones: We hereby accept your Subscription Agreement with respect to 1,000,000 shares of our common stock for a total purchase price of $1,080,000.00, subject to the following conditions: - the terms of your Office of Thrift Supervision ("OTS") Rebuttal of Presumption of Control accepted by the OTS on March 12, 2004, which limits your beneficial ownership of our voting stock to 25% (as calculated pursuant to applicable OTS rules); - maintenance of your maximum beneficial ownership of our voting stock pursuant to the offering of up to not more than 24% (as calculated pursuant to applicable OTS rules); and - your undertakings in the Schedule 13D filed with the Securities and Exchange Commission on January 21, 2004, as amended from time to time, with respect to the amount of beneficial ownership of our voting stock which you intend to acquire (as calculated pursuant to applicable OTS rules). We propose to close as soon as practicable, and subject to your acceptance of the terms of this letter agreement, with respect to the maximum number of shares which you may purchase at the present time in compliance with the foregoing conditions. 2410 Paces Ferry Road Suite 190 Atlanta, Georgia 30339 770/863-9225 770/863-9228 We further propose to hold additional closings from time to time during the Offering as soon as practicable to increase your beneficial ownership of shares of our voting stock to the maximum level then permitted, in accordance with maintaining ongoing compliance with such conditions with respect to the issuance of other securities from time to time under the Offering. To the extent any funds you have previously deposited in connection with the Offering are remaining with respect to any portion of your Subscription Agreement which we have not been able to fill in accordance with the conditions stated herein at the close of the Offering, we will return to you such unused funds without interest, in accordance with the terms of the Subscription Agreement. Please acknowledge acceptance of the terms of this letter agreement by signing and returning a copy of this letter agreement. Sincerely, /s/ James L. Box James L. Box Chief Executive Officer Accepted this 18th day of March 2004. /s/ Billy R. Jones - ------------------ Billy R. Jones
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