-----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, FIDSD9FIQJGSI4fx/aL9adp1/byk97oYQMXBasY6yAyTDSIR7pokUtI8HDFIj/Xf bZaBnxXXupSsGSYOY6KBWA== 0000950144-05-009232.txt : 20050901 0000950144-05-009232.hdr.sgml : 20050901 20050831183029 ACCESSION NUMBER: 0000950144-05-009232 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050829 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050831 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24043 FILM NUMBER: 051062898 BUSINESS ADDRESS: STREET 1: 2410 PACES FERRY ROAD STREET 2: SUITE 400 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 770-863-9225 MAIL ADDRESS: STREET 1: 2410 PACES FERRY ROAD STREET 2: SUITE 190 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 8-K 1 g97174e8vk.htm EBANK FINANCIAL SERVICES, INC. EBANK FINANCIAL SERVICES, INC.
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UNITED STATES
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): August 29, 2005
ebank Financial Services, Inc.
(Exact name of registrant as specified in its charter)
         
GEORGIA
(State or other jurisdiction
of incorporation)
  000-24043
(Commission
File Number)
  58-2349097
(IRS Employer
Identification No.)
2410 Paces Ferry Road, Suite 190
Atlanta Georgia 30339
(Address of Principal Executive
Offices) (Zip Code)
(770) 863-9225
(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:
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))
 
 

 


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Item 1.01. Entry Into a Material Definitive Agreement.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-10.1 AMENDMENT TO JAMES L. BOX NON-QUALIFIED STOCK OPTION AGREEMENT


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Item 1.01. Entry Into a Material Definitive Agreement.
On August 29, 2005, the Compensation Committee of ebank Financial Services, Inc. (the “Company”) approved an amendment to a non-qualified stock option agreement previously granted to Mr. James L. Box, Chief Executive Officer of the Company, on August 9, 2004. The original August 9, 2004 non-qualified stock option agreement granted Mr. Box an option to purchase 150,000 shares of the Company’s common stock and was issued as a stand-alone grant outside of the terms of the Company’s 1998 Stock Incentive Plan. Under the terms of the original grant, the options were exercisable immediately and generally expired ten years from the date of grant. However, the terms of the original grant provided that, in the event of termination of employment for any reason, Mr. Box must exercise the option within a period ending on the earlier of (i) the one year period following the event of termination; or (ii) the expiration date of the option.
Pursuant to the amendment adopted by the Compensation Committee (a copy of which is filed as an exhibit to this Report), upon a termination of employment for any reason (other than a termination of employment for “Cause”) Mr. Box may exercise the option at any time on or before August 9, 2014, the original expiration date of the option. Upon a termination of employment for “Cause,” all of the options granted will terminate immediately.
Pursuant to the amendment, the term “Cause” has the same meaning as such term is defined in the Employment Agreement between Mr. Box and ebank, originally dated May 17, 2002, as amended.
Except as described above, no other changes were made to the stock option agreement.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibit is filed as a part of this Report:
         
Exhibit No.   Description
  10.1    
Amendment to James L. Box Non-qualified Stock Option Agreement.

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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 hereunto duly authorized.
         
  ebank Financial Services, Inc.
 
 
Date: August 29, 2005  By:   /s/ James L. Box    
    James L. Box, President and Chief Executive Officer   
       
 

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EX-10.1 2 g97174exv10w1.htm EX-10.1 AMENDMENT TO JAMES L. BOX NON-QUALIFIED STOCK OPTION AGREEMENT EX-10.1 AMENDMENT TO STOCK OPTION AGREEMENT
 

Exhibit 10.1
AMENDMENT TO EBANK FINANCIAL SERVICES, INC.
STOCK OPTION AGREEMENT WITH JAMES L. BOX
     This Amendment to the Stock Option Agreement (as defined herein), effective as of August 29, 2005, is made by and between James L. Box and ebank Financial Services, Inc. (the “Company”).
     WHEREAS, the Compensation Committee of the Company approved an amendment to that certain ebank Financial Services, Inc. Stock Option Agreement dated August 9, 2004 by and between James L. Box and the Company (the “Stock Option Agreement”);
     WHEREAS, this Amendment sets forth the terms and conditions of the amendment as approved by the Compensation Committee of the Company;
     NOW, THEREFORE, for and in consideration of the premises, the mutual covenants contained herein and other good and valuable consideration, the receipt, legal sufficiency and adequacy of which are hereby acknowledged, the parties, each intending to be legally bound hereby, agree to amend the Stock Option Agreement as follows:
     1. Section 8 of the Stock Option Agreement is amended by deleting such section in its entirety and inserting in lieu thereof the following:
8. Termination of Employment. In the event of the termination of the Optionee’s employment with the Company or any of its Subsidiaries for any reason other than for “Cause” (as such term is defined below), the Optionee, his or her personal representative, or persons to whom all or a portion of this Option is transferred in accordance with Section 5 hereof, may exercise this Option at any time within a period ending on August 9, 2014, the expiration date of this Option.
In the event of the termination of the Optionee’s employment with the Company or any of its Subsidiaries for Cause, this Option and all of the Options granted hereunder shall terminate immediately and shall not thereafter be exercisable.
For the purpose of this Stock Option Agreement, the term “Cause” shall have the same meaning as such term is defined in that certain Employment Agreement by and between James L. Box and ebank, originally dated May 17, 2002, as amended.
     2. Except to the extent this Amendment modifies the Stock Option Agreement, all of the provisions of the Stock Option Agreement shall remain active and in full effect.
     IN WITNESS WHEREOF, the parties have caused their respective signatures to be affixed to this Amendment, effective as of the date first above written.
         
  ebank Financial Services, Inc.
 
 
  /s/ Wayne W. Byers    
  Name:   Wayne W. Byers   
  Title:   CFO   
 
  Optionee
 
 
  /s/ James L. Box    
  James L. Box   
     
 

 

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