<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1996
REGISTRATION NO. 33-80855
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GATEWAY BANCSHARES, INC.
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(Name of Small Business Issuer in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 6712 58-2202210
- ----------------------------- ---------------------------- -------------------------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
5102 ALABAMA HIGHWAY
P.O. BOX 129
RINGGOLD, GEORGIA 30736
(706) 965-5500
------------------------------
(Address, and telephone number
of principal executive offices)
5102 ALABAMA HIGHWAY
P.O. BOX 129
RINGGOLD, GEORGIA 30736
(706) 965-5500
-----------------
(Address of principal place of business or
intended principal place of business)
HARLE B. GREEN
8319 ALABAMA HIGHWAY
RINGGOLD, GEORGIA 30736 COPY TO:
(706) 935-2519 KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER
& MURPHY
(Name, address, and 191 PEACHTREE STREET, N.E.
telephone number, of ATLANTA, GEORGIA 30303
agent for service) (404) 572-6600
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE:
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<CAPTION>
============================================================================================================================
Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Per Aggregate Offering Registration
Registered Registered Unit Price Fee (1)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$5.00 par value 700,000 Shares $10.00 $7,000,000 $2,414.00
============================================================================================================================
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(1) Previously paid by Registrant
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THIS POST-EFFECTIVE AMENDMENT CONSISTS OF THE COVER PAGE HERETO, PAGE 1 AND
PAGES II-1 AND II-2.
<PAGE> 2
The Registrant hereby removes from registration 20,952 shares of its
Common Stock, $5.00 par value per share, which constitute the shares described
in the Registrant's Prospectus dated February 26, 1996 that have not been sold
at the expiration of the offering on June 15, 1996.
1
<PAGE> 3
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Ringgold, State of Georgia on August 26, 1996.
GATEWAY BANCSHARES, INC.
By: /s/ Robert G. Peck
---------------------------------
Print Name: Robert G. Peck
Title: President
[Signatures Continued on Next Page]
II-1
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Harle B. Green and Walter L. Jackson his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person's 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, 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 connection
therewith, as fully and to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue of the powers herein granted.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
Name Position Date
---- -------- ----
<S> <C> <C>
/s/ Jack Joseph Babb* Director August 26, 1996
- -----------------------------
Jack Joseph Babb
/s/ William H.H. Clark* Director August 26, 1996
- -----------------------------
William H.H. Clark
/s/ Patricia Yvonne Cochran* Director August 26, 1996
- -----------------------------
Patricia Yvonne Cochran
/s/ Jeannette Wilson Dupree* Director August 26, 1996
- -----------------------------
Jeannette Wilson Dupree
/s/ Harle B. Green Director, Chief August 26, 1996
- ----------------------------- Financial Officer
Harle B. Green (Principal Financial
and Accounting Officer)
/s/ Walter Lee Jackson* Director August 26, 1996
- -----------------------------
Walter Lee Jackson
/s/ Ernest Kresch* Director August 26, 1996
- -----------------------------
Ernest Kresch
/s/ Robert G. Peck* Director, President, August 26, 1996
- ----------------------------- and Chief Executive
Robert G. Peck Officer
*By: /s/ Harle B. Green
------------------
Harle B. Green
Attorney-in-fact
</TABLE>
II-2
