**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K/A**

**(AmendmentNo. 1)**

 

**ý****  AnnualReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

**For the Fiscal Year EndedDecember 31, 2004**

 

**o****  TransitionReport Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**

**For the transition period from             to            **

 

**Commission file number 000-24203**

 

**GB&T Bancshares, Inc.**

(Exact name of registrantas specified in its charter)

 
| **Georgia**                                                      | ** ** | **58-2400756**               |
|------------------------------------------------------------------|------------|------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer ID  Number) |
|                                                             |       |                         |
| **500 Jesse Jewell Parkway, S.E.  Gainesville, Georgia**         |       | **30501**                    |
| (Address of principal  executive offices)                        |       | (ZIP Code)                   |

 

Registrant’stelephone number, including area code:* ***(770)532-1212**

Securitiesregistered pursuant to Section 12(b) of the Act:  **None**

Securitiesregistered pursuant to Section 12(g) of the Act:  **Common Stock, no par value**

 

Indicate by check mark whether the Registrant (1) hasfiled all reports required to be filed by Section 13 or Section 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months, and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes  **ý**   No **o**

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.  **ý**

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).  **ý**

 

The aggregate market value of the registrant’s commonstock held by nonaffiliates as of June 30, 2004 was approximately $186,089,248based on the closing price of the common stock on the Nasdaq National Market of$23.90 per share on that date.  For this purpose, directors and executiveofficers have been assumed to be affiliates.

 

As of March 1, 2005, the Company had issued andoutstanding 11**,**774,609 shares ofthe 20,000,000 authorized shares of its no par value common stock.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

Portions of the Proxy Statement for the 2005 AnnualMeeting of Stockholders to be filed with the Securities and Exchange Commissionwithin 120 days of the Registrant’s 2004 fiscal year end are incorporated byreference into Part III of this report.

 

 

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*ExplanatoryNote*

 

ThisAmendment No. 1 on Form 10-K/A (Amendment No. 1) amends in theirentirety Items 9A and 15 of the Company’s Annual Report on Form 10-K for thefiscal year ended December 31, 2004, which was filed with the Securitiesand Exchange Commission on March 16, 2005. The purpose of this AmendmentNo. 1 is to include Management’s Report on Internal Control Over FinancialReporting (Management’s Report) and the auditor’s attestation report ofManagement’s Report. All information contained in this Amendment No. 1 isas of December 31, 2004 and does not reflect any subsequent information orevents.

 

1

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**PART II**

 

**ITEM9A.  CONTROLS AND PROCEDURES.**

 

**Disclosure Controls and Procedures**

 

As of the end of the period covered by this report, anevaluation was carried out, under the supervision and with the participation ofthe Company’s Chief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of its disclosure controls andprocedures. Based upon that evaluation, the Chief Executive Officer and ChiefFinancial Officer concluded that the design and operation of these disclosurecontrols and procedures were effective as of the end of the period covered bythis report in alerting them on a timely basis to material information relatingto the Company required to be included in the Company’s reports filed orsubmitted under the Securities Exchange Act of 1934.

 

**Management’s Report on Internal Control over FinancialReporting**

 

The management ofGB&T Bancshares, Inc. and subsidiaries is responsible for establishing andmaintaining adequate internal control over financial reporting as defined inRules 13a-15 and 15d-15.  This internalcontrol system has been designed to provide reasonable assurance to the Company’smanagement and board of directors regarding the reliability of financialreporting and the preparation and fair presentation of financial statements forexternal purposes in accordance with accounting principles generally acceptedin the United States of America.

 

All internal controlsystems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined tobe effective can provide only reasonable assurance with respect to financialstatement preparation and presentation.

 

The management ofGB&T Bancshares, Inc. and subsidiaries has assessed the effectiveness ofthe company’s internal control over financial reporting as of December 31,2004.  To make this assessment, we usedthe criteria for effective internal control over financial reporting describedin *Internal Control – Integrated Framework*,issued by the Committee of Sponsoring Organizations of the Treadway Commission(COSO).  Based on our assessment andbased on such criteria, we believe that, as of December 31, 2004, the Company’sinternal control over financial reporting was effective.

 

Mauldin & Jenkins,LLC, the independent registered public accounting firm that audited theconsolidated financial statements of the Company included in this Annual Reporton Form 10-K, has issued an attestation report on management’s assessmentof the Company’s internal control over financial reporting as ofDecember 31, 2004. The report, which expresses unqualified opinion onmanagement’s assessment and on the effectiveness of the Company’s internalcontrol over financial reporting as of December 31, 2004, is included inthis Item under the heading “Attestation Report of the Independent RegisteredPublic Accounting Firm.”

 

**Attestation Report of the Independent Registered PublicAccounting Firm**

 

To the Board of Directors

GB&T Bancshares, Inc. and Subsidiaries

Gainesville, Georgia

 

We have auditedmanagement’s assessment, included in the accompanying Management’s Report onInternal Control over Financial Reporting, that GB&T Bancshares, Inc. andsubsidiaries maintained effective internal control over financial reporting asof December 31, 2004, based on criteria established in *InternalControl – Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).  GB&T Bancshares Inc. and its subsidiaries’management is responsible for maintaining effective internal control overfinancial reporting and for its assessment of the effectiveness of internalcontrol over financial reporting.  Ourresponsibility is to express an opinion on management’s assessment and anopinion on the effectiveness of the company’s internal control over financialreporting based on our audit.

 

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates).  Those standards require that weplan and perform the audit to obtain reasonable assurance 

 

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about whethereffective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internalcontrol over financial reporting, evaluating management’s assessment, testingand evaluating the design and operating effectiveness of internal control, andperforming such other procedures as we considered necessary in thecircumstances.  We believe that our auditprovides a reasonable basis for our opinion.

 

A company’s internal control over financial reportingis a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles.  A company’s internal control over financialreporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generallyaccepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorized acquisition, use, or disposition of thecompany’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls maybecome inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

 

In our opinion, management’s assessment that GB&TBancshares, Inc. and its subsidiaries maintained effective internal controlover financial reporting as of December 31, 2004, is fairly stated, in allmaterial respects, based on criteria established in *InternalControl – Integrated Framework* issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).  Also in our opinion, GB&T Bancshares,Inc. and subsidiaries maintained, in all material respects, effective internalcontrol over financial reporting as of December 31, 2004, based on criteriaestablished in *Internal Control – Integrated Framework*issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

We have also audited, in accordance with the standardsof the Public Company Accounting Oversight Board (United States), theconsolidated balance sheets of GB&T Bancshares, Inc. and subsidiaries as ofDecember 31, 2004 and 2003, and the related consolidated statements of income,comprehensive income, stockholders’ equity and cash flows for each of the threeyears in the period ended December 31, 2004, and our report dated March 1, 2005expressed an unqualified opinion on those consolidated financial statements.

 

 
|   | /s/ Mauldin & Jenkins, LLC |   |
|--------|--------------------------------|--------|

 

 

Atlanta, Georgia

April 8, 2005

 

**Changesin Internal Control Over Financial Reporting**

 

Duringthe fourth quarter of the year ended December 31, 2004, no change in theCompany’s internal control over financial reporting occurred that has materiallyaffected or is reasonably likely to materially affect, the Company’s internalcontrol over financial reporting.

 

3

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**PART IV**

 

**ITEM15.****            EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

 
| (a)            Contents:                                                                            |                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                  |                                                                                                              |
| 1.            Consolidated financial statements:                                                    |
|                                                                                                                                                  |                                                                                                              |
| (a)                                                                                                                                                   | GB&T  Bancshares, Inc. and Subsidiaries:                                                                      |
|                                                                                                                                                  |                                                                                                              |
| (i)                                                                                                                                                   | Consolidated  Balance Sheets – December 31, 2004 and 2003                                                    |
|                                                                                                                                                  |                                                                                                              |
| (ii)                                                                                                                                                  | Consolidated  Statements of Income – Three Years Ended December 31, 2004, 2003, and 2002                     |
|                                                                                                                                                  |                                                                                                              |
| (iii)                                                                                                                                                 | Consolidated  Statements of Comprehensive Income – Three Years Ended December 31, 2004,  2003, and 2002      |
|                                                                                                                                                  |                                                                                                              |
| (iv)                                                                                                                                                  | Consolidated  Statements of Stockholders’ Equity – Three Years Ended December 31, 2004,  2003, and 2002 |
|                                                                                                                                                  |                                                                                                              |
| (v)                                                                                                                                                   | Consolidated  Statements of Cash Flows – Three Years Ended December 31, 2004, 2003, and  2002                |
|                                                                                                                                                  |                                                                                                              |
| (vi)                                                                                                                                                  | Notes to  Consolidated Financial Statements                                                                       |
|                                                                                                                                                  |                                                                                                              |
| 2.            Financial statement schedules:                                                        |
|                                                                                                                                                  |
| All  schedules are omitted as the required information is inapplicable or the  information is presented in the financial statements or related notes. |

 

(b)          Exhibits:

 
| **Exhibit** |       |                                                                                                                                                                                                    |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **No.**     | ** ** | **Description**                                                                                                                                                                                         |
|        |       |                                                                                                                                                                                                    |
| 3.1         |       | Articles of  Incorporation of the Registrant (incorporated herein by reference to the  Registrant’s Registration Statement on Form S-3, Registration No. 333-64197).                               |
|        |       |                                                                                                                                                                                                    |
| 3.2         |       | Articles of  Amendment of the Registrant, dated July 8, 1998 (incorporated herein by  reference from the Registrant’s Registration Statement on Form S-3,  Registration No. 333-64197).            |
|        |       |                                                                                                                                                                                                    |
| 3.3         |       | Articles of  Amendment of the Registrant, dated effective June 30, 2002 (incorporated  herein by reference from the Registrant’s Registration Statement on Form S-4,  Registration No. 333-99461). |
|        |       |                                                                                                                                                                                                    |
| 3.4         |       | Articles of  Amendment of the Registrant, dated October 15, 2004 (incorporated by  reference from the Registrant’s Current Report on Form 8-K filed October 21,  2004).                            |
|        |       |                                                                                                                                                                                                    |
| 3.5         |       | By-Laws of the  Registrant (incorporated herein by reference to the Registrant’s Registration  Statement on Form S-3, Registration No. 333-64197).                                                 |
|        |       |                                                                                                                                                                                                    |
| 4.1         |       | See Exhibits 3.1  and 3.2 herein for provisions of the Registrant’s Articles of Incorporation  and By-Laws which define the rights of the holders of Common Stock of the  Registrant.              |
|        |       |                                                                                                                                                                                                    |
| 10.1        |       | Dividend  Reinvestment and Share Purchase Plan of the Registrant (incorporated herein  by                                                                                                               |

 

4

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|   |   | reference to the  Registrant’s Registration Statement on Form S-3, Registration No.  333-64197).*                                                                                               |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                 |
| 10.2   |   | Employment  Agreement, by and between GB&T and Richard A. Hunt, dated as of December  30, 2002 (incorporated herein by reference to the Registrant’s Form 10-K  filed on March 31, 2003).*  |
|   |   |                                                                                                                                                                                                 |
| 10.3   |   | Employment  Agreement, by and between GB&T and Gregory L. Hamby, dated as of December  30, 2002 (incorporated herein by reference to the Registrant’s Form 10-K  filed on March 31, 2003).* |
|   |   |                                                                                                                                                                                                 |
| 10.4   |   | GB&T  Bancshares, Inc. Stock Option Plan of 1997 (incorporated herein by reference  to the Registrant’s Form 10-K filed on March 31, 2003).*                                                |
|   |   |                                                                                                                                                                                                 |
| 21.1   |   | Subsidiaries of  the Registrant. +                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                 |
| 23.1   |   | Consent of  Mauldin & Jenkins, LLC. ++                                                                                                                                                           |
|   |   |                                                                                                                                                                                                 |
| 24.1   |   | Power of  Attorney.+                                                                                                                                                                                 |

  
| 31.1   |   | Rule 13a-14(a)  Certification of Principal Executive Officer. ++ |
|--------|--------|------------------------------------------------------------------|
|   |   |                                                             |
| 31.2   |   | Rule 13a-14(a)  Certification of Principal Financial Officer. ++ |
|   |   |                                                             |
| 32.1   |   | Section 1350  Certification of Principal Executive Officer. ++   |
|   |   |                                                             |
| 32.2   |   | Section 1350  Certification of Principal Financial Officer. ++   |

 

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* Each management contract or compensation plan required to be filed asan exhibit is identified by an asterisk.

+ Filed with the Company’sAnnual Report on Form 10-K for the fiscal year ended December 31, 2004(filed March 16, 2005).

++ Filed with this Form10-K/A.

 

5

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, theRegistrant has duly caused this Report to be signed on its behalf by theundersigned, thereunto duly authorized.

 
|                  | GB&T BANCSHARES,  INC. |
|-----------------------|----------------------------|
|                  |                       |   |
| Dated: April 22, 2005 | By:                        | /s/ Richard A. Hunt |   |
|                  |                       | Richard A. Hunt,  President and CEO |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, as amended, this Reporthas been signed below by the following persons on behalf of the Registrant, inthe capacities and on the dates indicated.

 
| **GB&T  BANCSHARES, INC.** |                                          |   |
|--------------------------------|-----------------------------------------------|--------|
|                           |                                          |   |   |
| By:                            | /s/ Richard A.  Hunt                          |   | DATE |
|                           | Richard A. Hunt,  President, Chief            |   | April 22, 2005 |
|                           | Executive  Officer and Director               |   |   |
|                           | (Principal  Executive Officer)                |   |   |
|                           |                                          |   |   |
| By:                            | /s/ Gregory L.  Hamby                         |   | DATE |
|                           | Gregory L. Hamby,  Executive Vice President   |   | April 22, 2005 |
|                           | and Chief  Financial Officer                  |   |   |
|                           | (Principal  Financial and Accounting Officer) |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Philip A.  Wilheit, Chairman and Director     |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Samuel L. Oliver, Vice Chairman and  Director |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Alan A. Wayne,  Secretary and Director        |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Larry B. Boggs,  Director                     |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | James H. Moore,  Director                     |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Dr. John W.  Darden, Director                 |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | William A.  Foster, III, Director             |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | Bennie E.  Hewett, Director                   |   |   |
|                           |                                          |   |   |
| By:                            | *                                             |   |   |
|                           | James L. Lester,  Director                    |   |   |

 

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| By:    | *                                  |   |   |
|--------|------------------------------------|--------|--------|
|   | T. Allen  Maxwell, Director        |   |   |
|   |                               |   |   |
| By:    | *                                  |   |   |
|   | Lowell S.  (Casey) Cagle, Director |   |   |

 

 
| *      |  /s/ Richard A. Hunt |   |           | DATE |
|--------|---------------------------|--------|----------------|------|
|   | Richard A. Hunt           |   | April 22, 2005 |
|   | Attorney-In-Fact          |   |           |
|        |                           |        |                |      |  |

 

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Exhibit Index

 
| **Exhibit No.** | ** ** | **Description**                                                         |
|----------------------|------------|-------------------------------------------------------------------------|
|                 |       |                                                                    |
| 23.1                 |       | Consent of  Mauldin & Jenkins, LLC.                            |
|                 |       |                                                                    |
| 31.1                 |       | Rule 13a-14(a) Certification  of Principal Executive Officer. |
|                 |       |                                                                    |
| 31.2                 |       | Rule 13a-14(a) Certification  of Principal Financial Officer. |
|                 |       |                                                                    |
| 32.1                 |       | Section 1350  Certification of Principal Executive Officer.        |
|                 |       |                                                                    |
| 32.2                 |       | Section 1350  Certification of Principal Financial Officer.        |

 

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