<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>
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. [X]
Registration No. 333-33325
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
TITLE OF EACH
CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED* PER SHARE* OFFERING PRICE* REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $1.00 6,260 shares $31.00 $194,060 $57.25
PER SHARE
</TABLE>
*In accordance with Rule 457(f)(1), the registration fee was calculated
based on the average of the high and low sales price reported on the Nasdaq
National Market on December 11, 1997.
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.
<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
