SOUTHBANC SHARES INC
8-A12G, 1998-02-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                  FORM 8-A


            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                PURSUANT TO SECTION 12(b) or (g) OF THE
                    SECURITIES EXCHANGE ACT OF 1934


                         SouthBanc Shares, Inc.
                         ----------------------
        (Exact name of registrant as specified in its charter)

      Delaware                                                58-2361245
- -------------------------                              ----------------------
(State of incorporation                                (I.R.S. Employer
 or organization)                                      Identification Number)

907 North Main Street, Anderson, South Carolina                29621
- -----------------------------------------------       -----------------------
(Address of principal executive offices)                    (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1), please check
the following box [ ].

If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box [ ].

Securities to be registered pursuant to Section 12(b) of the Act:

                         Not applicable
                        ----------------
                        (Title of Class)

                         Not applicable
                         --------------
      (Name of Exchange on Which Class is to be Registered)


Securities to be registered pursuant to Section 12(g) of the Act:

               Common stock, $.01 par value per share
               --------------------------------------
                       (Title of Class)

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<PAGE>
Item 1.  Description of Registrant's Securities to be Registered.
- ----------------------------------------------------------------

       The following information is provided pursuant to Item 202 of
Regulation S-K.

       (a)    Capital Stock.
              -------------

              (1)  The title of the class of securities to be registered is
common stock, $.01 par value per share.

       For the information required by this Item with respect to the
characteristics of the Common Stock to be registered, reference is hereby made
to the material under the captions "PROSPECTUS SUMMARY -- Market for Common
Stock," "-- Dividend Policy," "USE OF PROCEEDS," "DIVIDEND POLICY," "MARKET
FOR COMMON STOCK," "REGULATION -- Federal Regulation of the Savings Bank -- 
Limitations on Capital Distributions," "THE CONVERSION AND REORGANIZATION --
Effects of Conversion and Reorganization on Depositors and Borrowers of the
Savings Bank -- Voting Rights," "-- Tax Effects," "RESTRICTIONS ON ACQUISITION
OF THE HOLDING COMPANY," and "DESCRIPTION OF CAPITAL STOCK OF THE HOLDING
COMPANY" contained in the Registration Statement on Form S-1, filed on
December 17, 1997, and subsequently amended (Registration No. 333-42517)
("Registration Statement"), and incorporated herein by reference.

              (2)  Provisions with respect to modification of rights of
stockholders otherwise than by a vote of a majority or more of the shares of
Common Stock outstanding, voting as a class:

              Not Applicable.

              (3)  Provisions with respect to preferred stock:

              Not Applicable. 

              (4)  Provisions with respect to whether the rights evidenced by,
or amounts payable with respect to, the shares to be registered are, or may
be, materially limited or qualified by the rights of any other authorized
class of securities, including information regarding such other securities as
will enable investors to understand such limitations or qualifications:

              Not Applicable.

              (5)  For information required by this item, the material under
the caption "RESTRICTIONS ON ACQUISITION OF THE HOLDING COMPANY" contained in
the Registration Statement on Form S-1, and amendments thereto, is
incorporated herein by reference.

       (b)  Debt securities.
            ---------------

              Not Applicable.

                                   2
<PAGE>
<PAGE>

       (c)  Warrants and rights.
            -------------------

              Not Applicable.

       (d)  Other securities.
            ----------------

              Not Applicable.

       (e)    Market information for securities other than common equity.
              ----------------------------------------------------------

              Not Applicable.

       (f)    American Depositary Receipts.
              ----------------------------

              Not Applicable.

Item 2.  Exhibits.
- -----------------

       1     Specimen Common Stock Certificate of Registrant (incorporated by  
             reference to Exhibit 4 to the Registrant's Registration Statement 
             on Form S-1, as amended (File No. 333-42517))

       2(a)  Articles of Incorporation of Registrant (incorporated by          
             reference to Exhibit 3.1 to the Registrant's Registration         
             Statement on Form S-1, as amended (File No. 333-42517))

       2(b)  Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to 
             the Registrant's Registration Statement on Form S-1, as amended   
             File No. 333-42517))

                                   3
<PAGE>
<PAGE>
                                 SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                 SOUTHBANC SHARES, INC.



                                 By:  /s/ Robert W. Orr
                                      --------------------------------------
                                      Robert W. "Lujack" Orr
                                      President and Chief Executive Officer

Date:  February 9, 1998

<PAGE>



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