As filed with the Securities and Exchange Commission on October 11, 2012.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTHWEST GEORGIA FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Georgia (State or Other Jurisdiction of Incorporation or Organization) |
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58-1392259 (I.R.S. Employer Identification Number) |
201 First Street, S.E.
Moultrie, Georgia 31768
(Address of Principal Executive Offices)
Directors and Executive Officers Stock Purchase Plan
(Full Title of the Plan)
Mr. DeWitt Drew
President and Chief Executive Officer
201 First Street, S.E.
Moultrie, Georgia 31768
(229) 985-1120
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
James W. Stevens
Kilpatrick Townsend & Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6500
____________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| Large accelerated filer o |
Accelerated filer o
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| Non-accelerated filer o | Smaller reporting company þ | |
____________________________
CALCULATION OF REGISTRATION FEE
|
Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
| Common Stock, par value $1.00 per share | 200,000 | $8.75 | $1,750,000 | $238.70 |
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of common stock of the registrant as may be issuable in the event of a stock dividend, stock split, recapitalization, or other similar changes in the capital structure, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation, or other distribution of assets, issuance of rights or warrants to purchase securities, or any other corporate transaction or event having an effect similar to any of the foregoing.
(2) Determined in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is based on the average of the high and low prices of the Common Stock as reported on the NYSE MKT on October 10, 2012.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 (Plan Information) and 2 (Registrant Information and Employee Plan Annual Information).
The documents containing the information specified by Part I, Items 1 and 2, of this Registration Statement will be delivered to each of the participants in accordance with Rule 428 under the Securities Act of 1933, as amended (“Securities Act”), and the Note to Part I of Form S-8. These documents do not need to be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act, in reliance on Rule 428 under the Securities Act. These documents and the information incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Southwest Georgia Financial Corporation (the “Registrant”) with the Commission are incorporated by reference in this Registration Statement:
(a) the Registrant’s Annual Report on Form 10-K/A for the year ended December 31, 2011;
(b) the Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012 and June 30, 2012;
(c) the Registrant’s Current Reports on Form 8-K (other than those portions furnished under items 2.02, 7.01 and 9.01 of the Form 8-K) filed with the Commission on April 24, 2012, May 24, 2012, July 24, 2012 and August 23, 2012; and
(d) the description of the Registrant’s common stock, par value $1.00 per share (the “Common Stock”), contained in the Registrant’s registration on Form 8-A12B, Commission File No. 001-12053, which incorporates by reference the description of the Common Stock contained in the section entitled “Description of Securities” of the Registrant’s registration statement on Form S-18, Commission File No. 33-327467-A, including all amendments and reports filed for the purpose of updating such description .
In addition, all documents filed by the Registrant pursuant to Sections 13(a), 12(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that the Registrant is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, unless, and only to the extent, specified in any Current Report on Form 8-K.
Any statement contained in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The Common Stock to be offered pursuant to the Southwest Georgia Financial Corporation Directors and Executive Officers Stock Purchase Plan has been registered under Section 12(g) of the Exchange Act. Accordingly, a description of the Common Stock is not required herein.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant’s Bylaws provide that every person who is or was a director or officer of the Registrant (an “Indemnified Party”) may be indemnified for any liability and expense that may be incurred by him in connection with or resulting from any threatened, pending, or completed proceeding concerning his position as a director or officer of the Registrant (an “Indemnification Event”). Indemnification is mandatory for every Indemnified Party who has been wholly successful with respect to any Indemnification Event. Indemnification is discretionary for every Indemnified Party who has met certain standards of conduct set forth in the Bylaws as determined by (a) by a majority of the directors who are not a party to the proceeding; (b) independent legal counsel selected in accordance with the Bylaws; or (c) the holders of a majority of stock then entitled to vote for the election of directors. No Indemnified Party who was or is a party to any action by or in the right of the Registrant shall be indemnified if such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Registrant unless the court shall determine such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper. An Indemnified Party may, under certain circumstances, be advanced expenses in defending a proceeding for which indemnification may be sought.
To the extent that limitation of liability or indemnification for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to directors, officers, or persons controlling the Registrant under the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.
In addition, the Registrant’s Restated Articles of Incorporation, to the extent permitted by Georgia law, eliminate or limit the personal liability of directors to the Registrant and its shareholders for monetary damages for breach of the duty of care. The Registrant’s Bylaws also provide that it has the power to purchase and maintain insurance on behalf of any person who is or was one of its directors, officers, employees, or agents against any liability asserted against that person or incurred by that person in these capacities, whether or not it would have the power to indemnify that person against these liabilities under Georgia law. The Registrant maintains insurance on behalf of all of its directors and executive officers.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits included as part of this Registration Statement are listed under the Exhibit Index below.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided , however , that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Moultrie, State of Georgia, on October 11, 2012.
SOUTHWEST GEORGIA FINANCIAL CORPORATION
By: /s/ DeWitt Drew
DeWitt Drew
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints DeWitt Drew and George R. Kirkland, and each of them acting alone, his true and lawful attorney-in-fact with full power of substitution, for him in any and all capacities, to execute any and all amendments and post-effective amendments to this Registration Statement and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on October 11, 2012.
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/s/ DeWitt Drew DeWitt Drew |
President and Chief Executive Officer (Principal Executive Officer) |
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/s/ George R. Kirkland George R. Kirkland |
Senior Vice President and Treasurer (Principal Financial and Accounting Officer) |
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/s/ Michael J. McLean Michael J. McLean |
Chairman of the Board |
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/s/ Richard L. Moss Richard L. Moss |
Vice Chairman of the Board |
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/s/ Cecil H. Barber Cecil H. Barber |
Director |
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/s/ John J. Cole, Jr. John J. Cole, Jr. |
Director |
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/s/ Roy Reeves Roy Reeves |
Director |
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/s/ Johnny R. Slocumb Johnny R. Slocumb |
Director |
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/s/ M. Lane Wear M. Lane Wear |
Director |
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/s/ Marcus R. Wells Marcus R. Wells |
Director |
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EXHIBIT INDEX
| Exhibit Number | Description |
| 4 | Southwest Georgia Financial Corporation Directors and Executive Officers Stock Purchase Plan. |
| 5 | Opinion of Kilpatrick Townsend & Stockton LLP. |
| 23.1 | Consent of Thigpen, Jones, Seaton & Co., P.C. |
| 23.2 | Consent of Kilpatrick Townsend & Stockton LLP (included in Exhibit 5). |
| 24 | Power of Attorney ( included on the signature page of this Registration Statement). |
EXHIBIT 4
SOUTHWEST GEORGIA FINANCIAL CORPORATION
DIRECTORS AND EXECUTIVE OFFICERS
STOCK PURCHASE PLAN
1.
Purpose
The purpose of this Plan is to enable directors and executive officers of Southwest Georgia Financial Corporation (the “Company”) to acquire the Company’s Common Stock at an advantageous price with their own funds and funds from the Company. The Board of Directors of the Company believes the Plan promotes participation in the ownership of the Company which will be of mutual benefit to eligible participants and the Company. The Plan is effective upon its adoption by the Board of Directors (the “Effective Date”) and will be submitted to shareholders of the Company for approval at the next regularly scheduled annual meeting of shareholders. The Plan shall remain in effect until the earlier of ten (10) years from the Effective Date or until all of the Common Stock authorized pursuant to the Plan has been issued.
2.
DefinitionS
| 2.1 | “Account” means an account reflecting the total of funds accumulated through deductions from a Participant’s salary or Director’s fees (including amounts carried over from a prior Accumulation Period) and if permitted, funds remitted to the Plan by personal check (including amounts carried over from a prior Accumulation Period). |
| 2.2 | “Accumulation Period” means the period during which funds are accumulated prior to a Purchase Date. |
| 2.3 | “Board of Directors” means the Board of Directors of the Company. |
| 2.4 | “Committee” means the Personnel Committee of the Board of Directors of the Company. |
| 2.5 | “Common Stock” means the $1.00 par value Common Stock of the Company. |
| 2.6 | “Company” means Southwest Georgia Financial Corporation, a Georgia corporation, and any successor that adopts the Plan. |
| 2.7 | “Director” means a member of the Board of Directors of the Company. |
| 2.8 | “Effective Date” means the date on which this Plan is approved by the Board of Directors of the Company. |
| 2.9 | “ESOP” means the Employee Stock Ownership Plan and Trust of Southwest Georgia Financial Corporation, as it may be amended from time to time. |
| 2.10 | “Fair Market Value” means the purchase price paid by the Plan for the purchase of shares of Common Stock on a Purchase Date, provided that if the shares of Common Stock are purchased from the ESOP, the purchase price shall not be less than the price on the principal exchange on which the Common Stock is traded on the Purchase Date. |
| 2.11 | “Participant” means an eligible executive officer or a Director of the Company that has elected to participate in the Plan. |
| 2.12 | “Plan” means the Southwest Georgia Financial Corporation Stock Purchase Plan, as set forth herein and as it may be amended from time to time. |
| 2.13 | “Purchase Date” means each date selected by the Committee for the purchase of shares of Common Stock with the amount credited to the Participant’s Account. |
3.
Participation
Executive officers and Directors of the Company shall be eligible to participate in the Plan upon making the contributions provided for in Section 4. The Board of Directors shall have the authority to designate other officers and key employees as eligible to participate in the Plan.
4.
CONTRIBUTION OF FUNDS
The Board of Directors shall specify from time to time the maximum amount of funds that may be withheld from a Participant’s salary or Director fees or otherwise contributed by a Participant for a calendar year (or other period). The Board of Directors may periodically increase or decrease such amount in its discretion and may vary the allowable contributions among groups of Participants. The Participant shall designate on such forms as may be provided by the Committee the amount of salary or fees to be withheld and credited to the Participant’s Account. The Participant may upon 30 days’ written notice prior to a Purchase Date elect to cease further deductions of salary or Director’s fees and receive a withdrawal of all amounts then credited to the Participant’s Account. The Participant may resume contributions to the Plan at such time and in such amount as may be permitted by the Committee. No interest will be paid on amounts credited to the Participant’s Account. If a Participant dies and has amounts credited to his Account, such amount shall be paid to his estate.
5.
PURCHASE OF COMMON STOCK
The Committee shall determine the Purchase Dates each year. On the Purchase Date, the Committee shall purchase on behalf of each Participant shares of Common Stock with an aggregate Fair Market Value of up to 2 times (the “Value Factor”) the amount then credited to the Participant’s Account. The Committee shall in its discretion (subject to review by the Board of Directors) establish on each Purchase Date the Value Factor relating to such purchase of Common Stock. Prior to approval of the Plan by shareholders of the Company, the Committee may in its discretion establish a program to credit the equivalent of shares of Common Stock to Participants as if a Purchase Date had occurred and to provide that such share equivalents will be forfeitable (and all funds returned to Participants) if the Plan is not approved by shareholders.
The shares of Common Stock purchased by the Committee shall, in the discretion of the Committee, be from authorized but unissued shares, treasury shares, shares purchased on the open market or from existing shareholders, or from shares held by the ESOP. As soon as practical after the Purchase Date, the Company shall cause the shares of Common Stock to be registered in the name of the Participant and, if appropriate, a certificate to be issued for such shares to the Participant, which certificate shall contain a legend indicating the shares are restricted with respect to transfer under applicable federal and state securities laws.
6.
COMMON STOCK TO BE ISSUED
As of the Effective Date, the maximum number of shares of Common Stock that shall be available for issuance pursuant to the Plan shall be 200,000 shares, subject to adjustment for changes in capitalization of the Company as described in the following paragraph.
In the event that prior to the transfer of all of the shares of Common Stock which may be issued in accordance with this Plan, there shall be any increases or reductions in the number of shares of Common Stock of the Company outstanding by reason of any one or more stock dividends, stock splits, stock constrictions or any other materials change in the capital structure of the Company by way of reclassification, reorganization or recapitalization, the aggregate number of shares of Common Stock which may be issued under this Plan shall be proportionately and equitably adjusted.
No one shall, by any reason of participation in this Plan, have any interest in shares of Common Stock of the Company nor any rights of, or status as, a shareholder of the Company unless and until appropriate book entries representing such shares are issued. The Company shall be under no obligation to issue shares of Common Stock unless and until such shares of Common Stock shall have been paid for in full and all of the applicable provisions of this Plan shall have been complied with.
7.
PLAN ADMINISTRATION
The Plan shall be administered by the Committee which shall have the power from time to time to establish suitable rules and procedures for administering the Plan. All decisions of the Committee pertaining to the interpretation, construction or application of the Plan or the rules promulgated by the Committee shall be final and conclusive. Neither any member of the Committee nor of the Board of Directors shall be liable for any decision made or action taken in good faith under the Plan. The Committee may from time to time designate an individual who shall serve as coordinator to assist in the ongoing administration of the Plan.
Notwithstanding any provision of the Plan to the contrary, the Committee and the coordinator may use telephonic media, electronic media or other technology, including the Company’s website and the internet, in administering the Plan to the extent not prohibited by applicable law, regulation or other pronouncement.
8.
AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may, at any time, terminate or amend the Plan. Approval of the shareholders of the Company within 12 months after the date on which the Board of Directors amends the Plan shall be necessary if the amendment would:
(i) Increase the number of shares of Common Stock that are authorized under Section 6 of the Plan; or
(ii) Expand the class of persons eligible to participate under the Plan; or
(iii) Constitute a “material revision” of the Plan under applicable rules.
9.
NON-GUARANTEE OF EMPLOYMENT
Nothing in this Plan shall be construed (i) as giving a Director the right to remain as a Director of the Company; or (ii) as giving an employee, whether or not a Participant in this Plan, the right to be retained in the service of the Company or any subsidiary; and each employee shall remain subject to discharge, with or without cause, to the same extent as if this Plan had not been executed.
10.
MISCELLANEOUS
| 10.1 | Benefits Unfunded . The benefits provided by this Plan shall be unfunded. All amounts payable under this Plan to Participants shall be paid from the general assets of the Company, and nothing contained in this Plan shall require the Company to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. This Plan shall create only a contractual obligation on the part of the Company . |
| 10.2 | Other Plans . This Plan shall not affect the right of any eligible Participant to participate in and receive benefits under and in accordance with the provisions of any other employee benefit plans which are now or hereafter maintained by the Company, unless the terms of such other employee benefit plan or plans specifically provide otherwise. |
| 10.3 | Receipt or Release . Any crediting of shares of Common Stock or payment to a Participant in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Committee and the Company, and the Committee may require such Participant, as a condition precedent to such crediting or payment, to execute a receipt and release to such effect. |
| 10.4 | Taxes . If the Participant’s Account or the shares of Common Stock purchased for a Participant pursuant to Section 5 are liable for the payment of any federal, state or local income taxes, the Participant shall be solely responsible for such taxes and the Company shall have the full power and authority to withhold and pay any such taxes out of any money or property it holds for the account of the Participant. |
| 10.5 | Securities Laws . The Company may, but is not required to, register the shares of Common Stock to be issued pursuant to the Plan under the federal or any state securities laws. As a result, the shares may be subject to certain restrictions on transfer and may only be transferable in accordance with an applicable exemption under such laws. |
| 10.6. | Governing Law . This Plan shall be construed, administered, and governed in all respects in accordance with the laws of the State of Georgia. If any provisions of this instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective. |
| 10.7 | Gender, Tense, and Headings . In this Plan, whenever the context so indicates, the singular or plural number and the masculine, feminine, or neuter gender shall be deemed to include the other. Headings and subheadings in this Plan are inserted for convenience of reference only and are not considered in the construction of the provisions hereof. |
| 10.8 | Successors and Assigns; Nonalienation of Benefits . This Plan shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns; provided, however, that the amounts credited to the Account of a Participant shall not (except as provided in Section 10.4) be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, claims of creditors, execution or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to any benefits payable hereunder, including, without limitation, any assignment or alienation in connection with a lawsuit, separation, divorce, child support or similar arrangement, shall be null and void and not binding on the Plan or the Company. |
| 10.9 | Exemption from Section 409A . The Plan shall at all times be interpreted and operated so as to be exempt from the requirements of Section 409A. Any action that may be taken (and, to the extent possible, any action actually taken) by the Company or the Committee shall not be taken (or shall be void and without effect), if such action would subject the Plan to the requirements of Section 409A. |
IN WITNESS WHEREOF , the Company has executed this Plan on August 22, 2012, to be effective on the Effective Date.
| SOUTHWEST GEORGIA FINANCIAL CORPORATION | |
| By: / s / Robert H. Craft | |
| Name: Robert H. Craft | |
| Title: Board Secretary |
EXHIBIT 5
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Suite 2800 1100 Peachtree St. Atlanta GA 30309-4528 t 404 815 6500 f 404 815 6555
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| October 11, 2012 |
direct dial 404 815 6270 direct fax 404 541 3400 jstevens@kilpatricktownsend.com |
Southwest Georgia Financial Corporation
201 First Street, S.E.
Moultrie, Georgia 31768
| Re: | Registration Statement for the Southwest Georgia Financial Corporation |
| Directors and Executive Officers Stock Purchase Plan |
Ladies and Gentlemen:
We have acted as counsel for Southwest Georgia Financial Corporation, a Georgia corporation (the “Registrant”), in the preparation of the Form S-8 Registration Statement relating to 200,000 shares of the Registrant’s common stock, par value $1.00 per share (the “Common Stock”) that have been authorized for possible issuance pursuant to the Registrant’s Directors and Executive Officers Stock Purchase Plan (the “Plan”).
In such capacity, we have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Registrant, and other instruments related to the authorization and issuance of the Common Stock as we deemed relevant or necessary for the opinion expressed herein. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.
Based on and subject to the foregoing, it is our opinion that the Plan and the 200,000 shares of Common Stock that may be awarded and issued pursuant to and in accordance with the provisions thereof, have been duly authorized by appropriate corporate actions and approved by the Board of Directors of the Registrant, and that the shares, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said Registration Statement.
| KILPATRICK TOWNSEND & STOCKTON LLP | ||
| By: / s / James W. Stevens | ||
| James W. Stevens, a Partner |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Southwest Georgia Financial Corporation and subsidiaries of our report dated March 28, 2012 related to our audits of the consolidated financial statements and internal control over financial reporting, which appears in the Annual Report on Form 10-K of Southwest Georgia Financial Corporation for the year ended December 31, 2011.
/ s / THIGPEN, JONES, SEATON & CO., P.C.
Dublin, Georgia
October 11, 2012