File No. 333-93143
As filed with the Securities and Exchange Commission on March 20, 2000.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GB&T BANCSHARES, INC.
(Exact name of issuer as specified in its charter)
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<S> <C> <C>
GEORGIA 6712 58-2400756
(State or other jurisdiction of (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
incorporation or organization) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
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500 JESSE JEWELL PARKWAY, S.E.
GAINESVILLE, GEORGIA 30501
(770) 532-1212
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RICHARD A. HUNT
GB&T BANCSHARES, INC.
500 JESSE JEWELL PARKWAY, S.E., GAINESVILLE, GEORGIA 30501
(770) 532-1212
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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Gilbert H. Davis F. Sheffield Hale Samuel L. Oliver
Sims Moss Kline & Davis LLP Kilpatrick Stockton LLP Hulsey, Oliver & Mahar, LLC
1000 Abernathy Road, N.E. 1100 Peachtree Street, Suite 2800 200 E. Butler Parkway
400 Northpark Town Center, Suite 310 Atlanta, Georgia 30309-4530 Gainesville, Georgia 30503
Atlanta, Georgia 30328 (404) 815-6500 (770) 532-6312
(770) 481-7200
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: The exchange of the Registrant's shares for shares of Common Stock of
UB&T Financial Services Corporation will take place upon consummation of the
merger of UB&T Financial Services Corporation into the Registrant.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this form is a post-effective amendment filed pursuant to Rule
462(d) 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. |_| ____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A)
MAY DETERMINE.
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Pursuant to this Registration Statement, as amended, GB&T Bancshares,
Inc. (the "Registrant") registered 712,038 shares of the Registrant's common
stock, par value $5.00 (the "Common Stock") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, for issuance in
connection with the Registrant's merger with UB&T Financial Services Corporation
(the "Merger").
On February 15, 2000, the Merger was approved by the shareholders of
the Registrant and of UB&T Financial Service Corporation ("UB&T"), and UB&T was
merged into the Registrant on March 1, 2000, and 646,803 shares of the
Registrant's Common Stock were issued to shareholders of UB&T. The Registrant is
filing this Post-Effective Amendment to the Registration Statement to withdraw
from registration 65,235 shares of Common Stock covered by the Registration
Statement which remain unissued pursuant to this Registration Statement on March
16, 2000. The Registrant hereby amends the Registration Statement to withdraw
from registration such 65,235 unissued shares of the Common Stock.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, GB&T
BANCSHARES, INC. HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF
GAINESVILLE, STATE OF GEORGIA, ON MARCH 20, 2000.
GB&T BANCSHARES, INC.
By: /s/ Richard A. Hunt
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Richard A. Hunt
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MARCH 20, 2000.
SIGNATURE TITLE
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* Chairman of the Board of Directors
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F. Abit Massey
/s/ Richard a. Hunt President and Director (Principal Executive
- ------------------------ Officer)
Richard A. Hunt
/s/ Gregory L. Hamby Chief Financial Officer (Principal Financial
- ------------------------ and Accounting Officer)
Gregory L. Hamby
*
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Phillip A. Wilheit Vice Chairman and Director
*
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Donald J. Carter Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
*
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J. Grady Coleman Director
*
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Dr. John W. Darden Director
*
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Bernie E. Hewett Director
*
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John E. Mansfield, Sr. Director
*
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Samuel L. Oliver Director
*
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Alan A. Wayne Director
By: /s/ Richard A. Hunt /s/ Gregory L. Hamby
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Richard A. Hunt Gregory L. Hamby
as attorney-in-fact as attorney-in-fact
