UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): November
29, 2007
CAPITAL
CITY BANK GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Florida
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0-13358
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59-2273542
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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217
North Monroe Street, Tallahassee, Florida
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32301
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (850)
671-0300
___________________________________________________
(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))
CAPITAL
CITY BANK GROUP, INC.
FORM
8-K
CURRENT
REPORT
Item
5.03
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
November 29, 2007, the Board of Directors of Capital City Bank Group, Inc.
(“CCBG”) amended and restated CCBG’s Bylaws. In addition to certain technical
amendments, the Board made the following substantive changes to CCBG’s
Bylaws:
Section
12 was amended to provide that in an uncontested election, if a nominee for
director does not receive the vote of at least the majority of the votes cast
at
any meeting for the election of directors at which a quorum is present, the
director will promptly tender his or her resignation to the Board of Directors.
The Bylaw amendment provides that an election is considered “contested”, and
thus held under a plurality standard, if there are shareowner nominees for
director pursuant to CCBG’s advance notice provision who are not withdrawn prior
to the day immediately preceding the date CCBG first mails its notice of meeting
to the shareowners. The Nominating Committee will make a recommendation to
the
Board of Directors as to whether to accept or reject the tendered resignation,
or whether other action should be taken. The Board of Directors will act on
the
tendered resignation and publicly disclose its decision and the rationale behind
the decision within 90 days from the date of the certification of the election
results. If a director’s resignation is not accepted by the Board of Directors,
such director will continue to serve until the annual meeting for the year
in
which his or her term expires and until his or her successor is duly elected,
or
his or her earlier resignation or removal. If a director’s resignation is
accepted by the Board of Directors, then the Board of Directors, in its sole
discretion, may fill any remaining vacancy or decrease the size of the Board
of
Directors. To be eligible to be a nominee for election or reelection as a
director of CCBG, a person must deliver to the Secretary of CCBG a written
agreement that such person will abide by these requirements. A copy of CCBG’s
Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report
on
Form 8-K, and the foregoing summary is qualified in its entirety by reference
thereto.
CCBG
issued a press release on November 29, 2007, announcing the adoption of a
majority voting standard for uncontested director elections. A copy of the
press
release is filed as Exhibit 99.1 hereto.
Item
7.01.
Regulation
FD Disclosure.
On
November 29, 2007, CCBG issued a press release announcing that its Board of
Directors authorized an increase to its share repurchase program by 500,000
shares. A copy of the press release is attached as Exhibit 99.1 hereto and
incorporated herein by reference.
The
information furnished under Item 7.01 of this Current Report, including the
Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated
by
reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits.
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Item
No. Description
of Exhibit
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3.2
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Amended
and Restated Bylaws of Capital City Bank Group, Inc., effective as
of
November 29, 2007.
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99.1 |
Press release, dated November 29,
2007. |
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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CAPITAL CITY BANK GROUP,
INC. |
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| Date: November
29, 2007 |
By: |
/s/ J.
Kimbrough Davis |
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J.
Kimbrough Davis, |
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Executive
Vice President
and
Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.2
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Amended
and Restated Bylaws of Capital City Bank Group, Inc., effective as
of
November 29, 2007.
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99.1
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Press
release, dated November 29, 2007.
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