<PAGE>
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAPITOL CITY BANCSHARES, INC.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1994305
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
562 LEE STREET, S.W., ATLANTA, GA 30311
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ].
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X].
Securities Act registration statement file number to which this form
relates: 333-64789 (if applicable)
----------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $6.00 Par Value
- -----------------------------------------------------------------------------
(Title of class)
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered by Capitol City Bancshares, Inc.
("Bancshares") are shares of its Common Stock, $6.00 par value. Bancshares is
authorized by its Articles of Incorporation to issue 5,000,000 shares of Common
Stock. As of December 31, 1998, there were issued and outstanding 532,088
shares of Common Stock of Bancshares held by approximately 1,200 holders of
record.
A detailed description of Bancshares Common Stock is contained in the
section entitled "Description of Bancshares Stock" in Bancshares' Registration
Statement filed on Form S-4 on September 30, 1998, Registration No. 333-64789,
incorporated herein by reference.
Bancshares Common Stock was initially authorized and issued in connection
with the acquisition of 100% of the stock of Capitol City Bank and Trust
Company, a wholly-owned subsidiary of Bancshares, on December 22, 1998. In
connection with that acquisition, Bancshares filed a Registration Statement
under the Securities Act of 1933 as a successor issuer to Capitol City Bank and
Trust Company. Capitol City Bank and Trust Company has been in consistent
compliance with its reporting obligations under the Securities Exchange Act of
1934 filed with the Securities Unit of the Federal Deposit Insurance
Corporation.
This Form 8-A is being filed as a technical measure to ensure registration
of the Company's Common Stock pursuant to Section 12(g) of the 1934 Act, and
thereby to obtain from the Securities and Exchange Commission a 1934 Act Filing
Number.
ITEM 2. EXHIBITS.
Listed below are all exhibits filed as a part of the registration
statement:
(1) Plan of Reorganization and Agreement of Merger, dated April 14, 1998
between Capitol City Bancshares, Inc., Capitol City Bank and Trust
Company, and Capital City Interim, Inc., which Agreement is included
as Appendix "A" to the Proxy Statement included in the Registration
Statement (incorporated herein by reference to the Registrant's Form
S-4 filed by Capitol City Bancshares, Inc. on September 30, 1998,
Registration No. 333-64789).
(2) Articles of Incorporation of Registrant (incorporated herein by
reference to Exhibit 3.(a) to the Registrant's Form S-4 filed by
Capitol City Bancshares, Inc. on September 30, 1998, Registration No.
333-64789).
(3) Bylaws of Registrant (incorporated herein by reference to Exhibit
3.(b) to the Registrant's Form S-4 filed by Capitol City Bancshares,
Inc. on September 30, 1998, Registration No. 333-64789).
-2-
<PAGE>
(4) Opinion and consent of Martin, Snow, Grant & Napier as to the legality
of the Securities registered hereby (incorporated herein by reference
to Exhibit 5 to the Registrant's Form S-4 filed by Capitol City
Bancshares, Inc. on September 30, 1998, Registration No. 333-64789).
(5) Opinion and consent of Martin, Snow, Grant & Napier as to the federal
income tax consequences of the transaction to the shareholders of
Capitol City Bancshares, Inc. (incorporated herein by reference to
Exhibit 8 to the Registrant's Form S-4 filed by Capitol City
Bancshares, Inc. on September 30, 1998, Registration No. 333-64789).
(6) The consents of Martin, Snow, Grant & Napier are contained in the
opinions of such firm as Exhibits "5" and "8" (incorporated herein by
reference to Exhibits 5 and 8 to the Registrant's Form S-4 filed by
Capitol City Bancshares, Inc. on September 30, 1998, Registration No.
333-64789).
(7) Power of Attorney (incorporated herein by reference to the Power of
Attorney contained in the Registrant's Form S-4 filed by Capitol City
Bancshares, Inc. on September 30, 1998, Registration No. 333-64789).
(8) Form of Proxy (incorporated herein by reference to Exhibit 99.1 to
the Registrant's Form S-4 filed by Capitol City Bancshares, Inc. on
September 30, 1998, Registration No. 333-64789).
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.
(Registrant) CAPITOL CITY BANCSHARES, INC.
-------------------------------------------------------------
Date: 12-30-98
------------------------------------------------------------
By: /s/ George G. Andrews
------------------------------------------------------------
George G. Andrews, Chief Executive Officer
-3-
