<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1997
Registration No.________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CENTURY SOUTH BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 6711 58-1455591
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of incorporation Classification Code Number) Identification No.)
or organization)
60 Main Street West
Dahlonega, Georgia 30533
706/864-1111
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
JAMES A. FAULKNER
Century South Banks, Inc.
60 MAIN STREET WEST
DAHLONEGA, GEORGIA 30533
(Address, including zip code, and telephone number, including area code, of
agent for service)
THOMAS O. POWELL, ESQUIRE RICHARD R. CHEATHAM, ESQUIRE
Troutman Sanders LLP Kilpatrick Stockton LLP
600 Peachtree Street, N.E., Suite 5200 1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30308 Atlanta, Georgia 30309
404/885-3294 404/815-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
<PAGE>
The contents of the Registration Statement on Form S-4, Registration No.
333-33325, are incorporated by reference into this Registration Statement.
The following exhibits are contained in this Registration Statement:
NUMBER DESCRIPTION OF EXHIBITS
5 Securities Opinion of Troutman Sanders LLP
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dahlonega, State of
Georgia, on December 15, 1997.
CENTURY SOUTH BANKS, INC.
By: /s/ James A. Faulkner
----------------------------------
James A. Faulkner, President and
Chief Executive Officer
By: /s/ Susan J. Anderson
----------------------------------
Susan J. Anderson,
Senior Vice President and
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints jointly and severally, James A. Faulkner and
Susan J. Anderson, and each one of them, their respective attorney-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-effective
amendments), and to file the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or their
respective substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below as of December 15, 1997:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. Russell Ivie
- ------------------------------------- Chairman of the Board and Director
J. Russell Ivie
/s/ James A. Faulkner
- ------------------------------------- President, Chief Executive Officer, and
James A. Faulkner Director
- ------------------------------------- Director
E. H. Chambers, Jr.
/s/ William L. Chandler
- ------------------------------------- Director
William L. Chandler
- ------------------------------------- Director
Clarence B. Denard
/s/ Thomas T. Folger, Jr.
- ------------------------------------- Director
Thomas T. Folger, Jr.
/s/ Sherman Green
- ------------------------------------- Director
Sherman Green
/s/ Dudley K. Owens
- ------------------------------------- Director
Dudley K. Owens
- -------------------------------------- Director
William D. Reeves
- -------------------------------------- Director
C. J. Sisson
/s/ E. Paul Stringer
- ------------------------------------- Director
E. Paul Stringer
- ------------------------------------- Director
Myron B. Turner
/s/ Al J. Wimpy
- ------------------------------------- Director
Al J. Wimpy
- ------------------------------------- Director
George A. Winn
</TABLE>
<PAGE>
EXHIBIT INDEX
NUMBER Description of Exhibits
5 Securities Opinion of Troutman Sanders LLP
<PAGE>
EXHIBIT 5
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
NATIONSBANK PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3995
INTERNET: [email protected]
Thomas O. Powell 404-885-3294
December 16, 1997
Century South Banks, Inc.
60 Main Street West
Dahlonega, Georgia 30533
Re: Merger of Bank Corporation of Georgia with and into Century South Banks,
Inc.
Ladies and Gentlemen:
We have served as counsel to Century South Banks, Inc. ("Company"), a
corporation organized and existing under the laws of the State of Georgia, in
connection with the execution and delivery of the Agreement and Plan of Merger,
dated March 31, 1997, and amended on July 11, 1997 and October 15, 1997 (the
"Agreement"), by and between CSBI and Bank Corporation of Georgia ("BCG"), a
Georgia corporation, pursuant to which BCG will merge with and into the Company
(the "Merger").
In rendering this opinion, we have examined (i) the corporate books and
records of CSBI, (ii) the Registration Statement on Form S-4 filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), on December 16, 1997, in connection
with the registration of 6,260 shares of common stock, par value $1.00 per share
(the "Shares"), of the Company and (iii) the Agreement, and made such other
investigations as we have deemed necessary. In such examinations we have
assumed the genuineness of all signatures on all original documents, the
conformity to the original documents of all copies submitted to us, and (except
where our opinion expressly addresses execution and delivery) the due execution
and delivery of all documents where due execution and delivery are prerequisite
to the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon the representations and warranties as to factual matters contained in
certificates and statements of officers of the Company and certain public
officials and upon the accuracy and completeness of
