FIRST NATIONAL BANCSHARES INC /SC/
8-A12G, 2000-05-01
NATIONAL COMMERCIAL BANKS
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    As filed with the Securities and Exchange Commission on May 1, 2000

                       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


                         FIRST NATIONAL BANCSHARES, INC.
             (Exact name of Registrant as Specified in Its Charter)



          South Carolina                                  58-2466370
 (State of incorporation or organization)    (IRS Employer Identification No.)

             451 E. St. John Street
          Spartanburg, South Carolina                             29302
    (Address of principal executive offices)                   (Zip Code)


<TABLE>
<S>                                     <C>

  If   this   form    relates   to   the    If   this   form    relates   to   the
registration  of a class  of  securities  registration  of a class  of  securities
pursuant   to   Section   12(b)  of  the  pursuant   to   Section   12(g)  of  the
Exchange Act and is  effective  pursuant  Exchange Act and is  effective  pursuant
to  General  Instruction  A.(c),  please  to  General  Instruction  A.(d),  please
check the following box. |_|              check the following box. |X|
</TABLE>

Securities  Act  registration  statement file number to which this form relates:

                                    333-87503
                                    ---------

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

                                      None

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

                                  Common Stock
                                (Title of class)


<PAGE>



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         For  information  with respect to the common stock,  par value $.01 per
share (the "Common Stock"), of First National Bancshares, Inc., a South Carolina
corporation  (the   "Registrant"),   see  the  information  under  the  captions
"Description  of  Capital  Stock"  and  "Dividend   Policy"   contained  in  the
Registrant's  Registration  Statement on Form SB-2 filed with the Securities and
Exchange  Commission  on September  21, 1999, as amended on November 3, 1999, as
such  Registration  Statement  may be amended  further  from time to time (as so
amended,  the  "Form  SB-2").  The  Registration   Statement  is  deemed  to  be
incorporated herein by reference.

ITEM 2.  EXHIBITS.

         The  following  exhibits  are  filed  as a  part  of  the  Registration
Statement:

Exhibit
  No.             Description
- -------           -----------

3.1               Articles  of   Incorporation   and  any  Amendments   thereto,
                  (incorporated  by  reference  to Exhibit  3.1 of  Registration
                  Statement on Form SB-2, Registration No. 333-87503).

3.2               Bylaws   (incorporated   by   reference   to  Exhibit  3.2  of
                  Registration   Statement  on  Form  SB-2,   Registration   No.
                  333-87503).

4.1               See  Exhibits  3.1 and 3.2 for  provisions  of the Articles of
                  Incorporation  and Bylaws of the  Company  defining  rights of
                  holders of the Company's Common Stock (incorporated  herein by
                  reference  to Exhibits  3.1 and 3.2 to the  Registrant's  Form
                  SB-2 Registration Statement File No. 333-87503).

4.2               Form of certificate of common stock (incorporated by reference
                  to Exhibit  4.2 to the  Registration  Statement  on Form SB-2,
                  Registration No. 333-87503).



<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.

                                                 FIRST NATIONAL BANCSHARES, INC.
                                                        (Registrant)




                                                 By:  /s/ Jerry L. Calvert
                                                     ---------------------------
                                                          Jerry L. Calvert
                                                      Chief Executive Officer

Date:  May 1, 2000


<PAGE>


                                  EXHIBIT INDEX

Exhibit
  No.             Description
- -------           -----------

3.1               Articles  of   Incorporation   and  any  Amendments   thereto,
                  (incorporated  by  reference  to Exhibit  3.1 of  Registration
                  Statement on Form SB-2, Registration No. 333-87503).

3.2               Bylaws   (incorporated   by   reference   to  Exhibit  3.2  of
                  Registration   Statement  on  Form  SB-2,   Registration   No.
                  333-87503).

4.1               See  Exhibits  3.1 and 3.2 for  provisions  of the Articles of
                  Incorporation  and Bylaws of the  Company  defining  rights of
                  holders of the Company's Common Stock (incorporated  herein by
                  reference  to Exhibits  3.1 and 3.2 to the  Registrant's  Form
                  SB-2 Registration Statement File No. 333-87503).

4.2               Form of certificate of common stock (incorporated by reference
                  to Exhibit  4.2 to the  Registration  Statement  on Form SB-2,
                  Registration No. 333-87503).




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