-----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, MimPArSULzHINUm17tBYFuzu3WdHFttHmZEyodOLzmaShfFZq8o4H6lKX9D4MV+z Eq+6FWpu1embMuK2vd8mcA== 0001340381-06-000017.txt : 20060517 0001340381-06-000017.hdr.sgml : 20060517 20060517145121 ACCESSION NUMBER: 0001340381-06-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060301 FILED AS OF DATE: 20060517 DATE AS OF CHANGE: 20060517 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CORNERSTONE BANCSHARES INC CENTRAL INDEX KEY: 0001038773 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 621175427 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4154 RINGGOLD RD CITY: CHATTANOOGA STATE: TN ZIP: 37412-416 BUSINESS PHONE: 4236982454 MAIL ADDRESS: STREET 1: 4154 RINGGOLD RD CITY: CHATTANOOGA STATE: TN ZIP: 37412-0416 FORMER COMPANY: FORMER CONFORMED NAME: EAST RIDGE BANCSHARES INC DATE OF NAME CHANGE: 19970507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DRIVER B KENNETH CENTRAL INDEX KEY: 0001239676 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30497 FILM NUMBER: 06848772 BUSINESS ADDRESS: STREET 1: 6401 LEE HIGHWAY STREET 2: SUITE B CITY: CHATTANOOGA STATE: TN ZIP: 37421 BUSINESS PHONE: 4233853000 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2006-03-01 0 0001038773 CORNERSTONE BANCSHARES INC csbq 0001239676 DRIVER B KENNETH 1 0 0 0 Common Stock 53672 D Stock Options 26.5 2006-03-01 4 A 0 2000 0 A 2007-03-01 2016-03-01 Cornerstone Bancshares, Inc. 2000 2000 D Stock Options 10.88 2005-03-01 2014-03-01 Cornerstone Bancshares, Inc. 1000 1000 D Stock Options 18.45 2006-03-01 2015-03-01 Cornerstone Bancshares, Inc. 500 500 D Exercise dates are determined by a vesting schedule: 50% on the first anniversary of the grant date, 50% on the second anniversary of the grant date. Exhibit 24 - Power of Attorney /s/ Frank Hughes, Attorney in Fact 2006-05-17 EX-24 2 v042368_poa-driver.txt POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Greogry Jones and Frank Hughes, signing singly, the undersigned's true true and lawful attorney-in-fact to: 1. prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the United States Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 (the "Act") or any rule or regulation of the SEC; 2. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cornerstone Bancshares, Inc., a Tennessee corporation (the "Company"), any Forms 3, 4 and 5 in accordance with Section 16(a) of the Act and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned's ownership, acquisition or disposition of securities of the Company; 3. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, or other form or report, and timely file such form or report with the SEC and any stock exchange or similar authority; and 4. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20 day of March, 2006. /s/ Kenneth B. Driver Kenneth B. Driver -----END PRIVACY-ENHANCED MESSAGE-----