As filed with the Securities and Exchange Commission on November 19, 2003
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Thomasville Bancshares, Inc.
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(Exact name of registrant as specified in its charter)
Georgia 58-2175800
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
301 North Broad Street, Thomasville, Georgia 31792
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(Address of Principal Executive Offices) (Zip Code)
Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan
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(Full Title of the Plan)
Stephen H. Cheney, President and Chief Executive Officer
Thomasville Bancshares, Inc.
301 North Broad Street
Thomasville, Georgia 31792
(229) 226-3300
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(Name, address, telephone number, including
area code, of agent for service)
______________________
Copies Requested to:
Robert C. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3758
______________________
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offer Price Offering Registration
to be Registered(1) Registered Per Share(2) Price(2) Fee
------------------- ------------ ------------ -------- ------
Common stock, $1.00 10,000 $23.00 $230,000 $18.61
par value per share shares
and interests of
participants in the
Plan
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Thomasville Bancshares, Inc. 401(k)
Profit Sharing Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) based upon the most recent closing price of the
common stock in the over-the-counter pink sheets as of November 17, 2003.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The documents listed below are hereby incorporated by reference into this
Registration Statement, and all documents subsequently filed by Thomasville
Bancshares, Inc. (the "Company") or the Company's 401(k) Profit Sharing Plan
(the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
and Exchange Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2002;
2. The Plan's Annual Report on Form 11-K for its fiscal year ended
December 31, 2002;
3. The Company's Quarterly Reports on Form 10-QSB for the quarters ended
September 30, 2003, June 30, 2003 and March 31, 2003; and
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2 filed with the Commission
on July 6, 1998.
ITEM 4. DESCRIPTION OF SECURITIES.
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No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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No response is required to this item.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
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As provided under Georgia law, the Company's Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
stockholders for monetary damages for breach of duty of care or any other duty
owed to the Company as a director, except that such provision shall not
eliminate or limit the liability of a director (a) for any appropriation, in
violation of his duties, of any business opportunity of the Company, (b) for
acts or omissions which involve intentional misconduct or a knowing violation
of law, (c) for unlawful corporate distributions, or (d) for any transaction
from which the director received an improper personal benefit.
Article VI of the Company's By-Laws provides that the Company shall
indemnify a director who has been successful in the defense of any proceeding
to which he was a party or in defense of any claim, issue or matter therein
because he is or was a director of the Company, against reasonable expenses
incurred by him in connection with such defense.
The Company's By-Laws also provide that the Company is required to
indemnify any director, officer, employee or agent made a party to a proceeding
because he is or was a director, employee or agent against liability incurred
in the proceeding if he acted in a manner he believed in good faith or to be in
or not opposed to the best interests of the Company and, in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Determination concerning whether or not the applicable standard of
conduct has been met can be made by (a) a disinterested majority of the Board
of Directors, (b) a majority of a committee of disinterested directors, (c)
independent legal counsel, or (d) an affirmative vote of a majority of shares
held by disinterested stockholders. No indemnification may be made to or on
behalf of a director, officer, employee or agent (i) in connection with a
proceeding by or in the right of the Company in which such person was adjudged
liable to the Company or (ii) in connection with any other proceeding in which
such person was adjudged liable on the basis that personal benefit was
improperly received by him.
The Company may, if authorized by its stockholders by a majority of votes
which would be entitled to be cast in a vote to amend the Company's Articles of
Incorporation, indemnify or obligate itself to indemnify a director, officer,
employee or agent made a party to a proceeding, including a proceeding brought
by or in the right of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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No response to this item is required.
ITEM 8. EXHIBITS.
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The following exhibits are filed with or incorporated by reference in this
Registration Statement:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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* 4.1 Articles of Incorporation of Thomasville Bancshares, Inc., as
amended.
* 4.2 Bylaws of Thomasville Bancshares, Inc.
4.3 Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan.
4.4 Standardized Adoption Agreement.
** 5.1 Opinion Letter of Internal Revenue Service.
23.1 Consent of Francis and Company, CPAs.
23.2 Consent of Francis and Company, CPAs.
24.1 Powers of Attorney (contained on the signature page hereof).
* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (Registration No. 33-91536).
** The Internal Revenue Service letter filed as Exhibit 5.1 states that
the Plan is qualified under Section 401 of the Internal Revenue Code. The
Registrant is entitled to rely on that Opinion Letter because the Plan is in
the form of a standardized prototype. Rev. Proc. 2000-20, 2000-6 I.R.B. 553.
ITEM 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(i) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
additional or changed material information on the plan of distribution;
(ii) For determining liability under the Securities Act of 1933, as
amended, to treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at that
time to be the initial bona fide offering thereof; and
(iii) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, 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 Thomasville, State of Georgia, on this 17th day
of November, 2003.
Thomasville Bancshares, Inc.
By: /s/ Stephen H. Cheney
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Stephen H. Cheney
President and Chief Executive
Officer
(principal executive, financial
and accounting officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen H. Cheney and Charles H. Hodges, III and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith,
including a Registration Statement filed under Rule 462(b) of the Securities
Act of 1933, as amended, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises as fully and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Stephen H. Cheney President, Chief Executive October 24, 2003
---------------------- Officer and Director
Stephen H. Cheney
/s/ Charles H. Hodges, III Executive Vice October 24, 2003
---------------------- President and Director
Charles H. Hodges, III
/s/ Charles A. Balfour Director October 24, 2003
----------------------
Charles A. Balfour
/s/ David A. Cone Director October 24, 2003
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David A. Cone
/s/ Charles E. Hancock, M.D. Director October 24, 2003
----------------------
Charles E. Hancock, M.D.
/s/ Harold L. Jackson Director October 24, 2003
----------------------
Harold L. Jackson
/s/ David O. Lewis Director October 24, 2003
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David O. Lewis
/s/ Charles W. McKinnon, Jr. Director October 24, 2003
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Charles W. McKinnon, Jr.
/s/ Randall L. Moore Director October 24, 2003
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Randall L. Moore
/s/ Diane W. Parker Director October 24, 2003
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Diane W. Parker
/s/ Cochran A. Scott, Jr. Director October 24, 2003
----------------------
Cochran A. Scott, Jr.
/s/ Richard L. Singletary, Jr. Director October 24, 2003
--------------------------
Richard L. Singletary, Jr.
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Thomasville, State of
Georgia, on this 17th day of November, 2003.
Thomasville Bancshares, Inc. 401(k) Profit
Sharing Plan
By: /s/ Stephen H. Cheney
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Stephen H. Cheney
President and Chief Executive Officer
of Thomasville Bancshares, Inc.
(Administrator of the Plan)
EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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* 4.1 Articles of Incorporation of Thomasville Bancshares,
Inc., as amended.
* 4.2 Bylaws of Thomasville Bancshares, Inc.
4.3 Thomasville Bancshares, Inc. 401(k) Profit Sharing Plan.
4.4 Standardized Adoption Agreement.
** 5.1 Opinion Letter of Internal Revenue Service.
23.1 Consent of Francis and Company, CPAs.
23.2 Consent of Francis and Company, CPAs.
24.1 Powers of Attorney (contained on the signature page
hereof).
* Incorporated by reference from the Company's Registration Statement on
Form SB-2 (Registration No. 33-91536).
** The Internal Revenue Service letter filed as Exhibit 5.1 states that the
Plan is qualified under Section 401 of the Internal Revenue Code. The
Registrant is entitled to rely on that Opinion Letter because the Plan is in
the form of a standardized prototype. Rev. Proc. 2000-20, 2000-6 I.R.B. 553.