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): December 31,
2008
WGNB
CORP.
(Exact
name of registrant as specified in its charter)
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GEORGIA
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000-30805
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58-1640130
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(State or other
jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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201 Maple
Street
P.O. Box
280
Carrollton,
Georgia 30117
(Address
of Principal
Executive
Offices)
(770)
832-3557
(Registrant's
telephone number, including area code)
None
(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 obligations of the registrant under any of the following
provisions:
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment
of Employment Agreements with Executive Officers
For
purposes of bringing certain employment agreements into compliance with the
applicable provisions of Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations and interpretive guidance issued
thereunder, WGNB Corp. (the “Company”) and its wholly-owned subsidiary, First
National Bank of Georgia (“FNBGA”), entered into the following amendments on
December 31, 2008 (collectively referred to as the “Amendments”):
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First
Amendment to the Employment Agreement with H.B. Lipham, III, Chief
Executive Officer of the Company and FNBGA, which amends his Employment
Agreement effective as of May 9,
2006;
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·
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First
Amendment to the Employment Agreement with Randall F. Eaves, President of
the Company and FNBGA, which amends his Employment Agreement dated July 1,
2007;
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First
Amendment to the Employment Agreement with Steven J. Haack, Secretary and
Treasurer of the Company and Chief Financial Officer of FNGBA, which
amends his Employment Agreement effective as of August 8,
2005;
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·
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First
Amendment to the Employment Agreement with Mary M. Covington, Executive
Vice President of the Company and FNBGA, which amends her Employment
Agreement dated July 1, 2007;
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·
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First
Amendment to the Employment Agreement with W. Galen Hobbs, Jr., Executive
Vice President of FNGBA, which amends his Employment Agreement effective
as of July 11, 2005; and
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·
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First
Amendment to the Employment Agreement with Robert M. Gordy, Jr., Executive
Vice President of FNGBA, which amends his Employment Agreement effective
as of January 1, 2007.
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Section
409A is the provision of the tax law enacted in 2004 to govern certain
“nonqualified deferred compensation” arrangements that imposes accelerated
taxation and additional tax penalties on service providers (including employees
and directors) if a covered arrangement does not comply with Section 409A.
Although Section 409A’s provisions have been in effect since 2005, final
regulations under Section 409A were not issued until 2007 and took effect on
January 1, 2009. The Amendments include providing that if the named
executive officer is deemed to be a “specified employee” (within the meaning of
Section 409A), to the extent necessary to avoid the imposition of tax under
Section 409A, any payments that are otherwise payable to the executive within
the first six months following the effective date of termination, shall be
suspended and paid on the first day of the seventh month following such
effective date.
The
Amendments also make certain other changes necessary to ensure compliance with
Section 409A. The foregoing description of the Amendments does not purport to be
complete and is qualified in its entirety by reference to the full texts of the
Amendments, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 respectively, and are
incorporated herein by reference.
Item
9.01.
Financial Statements
and Exhibits
.
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10.1
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First
Amendment to Employment Agreement among H.B. Lipham, WGNB Corp. and First
National Bank of Georgia dated December 31,
2008
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10.2
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First
Amendment to Employment Agreement among Randall F. Eaves, WGNB Corp. and
First National Bank of Georgia dated December 30,
2008
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10.3
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First
Amendment to Employment Agreement among Steven J. Haack, WGNB Corp. and
First National Bank of Georgia dated December 31,
2008
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10.4
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First
Amendment to Employment Agreement among Mary M. Covington, WGNB Corp. and
First National Bank of Georgia dated December 31,
2008
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10.5
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First
Amendment to Employment Agreement between W. Galen Hobbs, Jr., and First
National Bank of Georgia dated December 31,
2008
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10.6
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First
Amendment to Employment Agreement between Robert M. Gordy, Jr. and First
National Bank of Georgia dated December 31,
2008
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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.
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WGNB
CORP.
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Date:
January 6, 2009
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By:
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/s/ Steven
J. Haack
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Steven
J. Haack
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Treasurer
(Principal Financial Officer)
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