<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 6, 1998
REGISTRATION NO. 333-43465
==================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
==================================
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
==================================
CENTURY SOUTH BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia 58-1455591
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 MAIN STREET WEST, DAHLONEGA, GEORGIA 30533
----------------------------------------------
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
CENTURY SOUTH BANKS, INC.
INCENTIVE STOCK OPTION PLAN
---------------------------
(Full title of Plan)
THOMAS O. POWELL, ESQUIRE
THOMAS M. DUFFY, ESQUIRE
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
Atlanta, Georgia 30308-2216
---------------------------
(Name and address of agent for service)
404/885-3296
------------
(Telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT OF SHARES TO OFFERING PRICE PER AGGREGATE REGISTRATION
REGISTERED BE REGISTERED/1/ SHARE/2/ OFFERING PRICE/2/ FEE/1/
<S> <C> <C> <C> <C>
CENTURY SOUTH BANKS, INC.
COMMON STOCK $1.00 PAR
VALUE 450,000 $23.87 $10,741,500 $3,169.00
</TABLE>
/1/ THIS REGISTRATION STATEMENT ALSO COVERS ANY ADDITIONAL SHARES THAT HEREAFTER
MAY BE AWARDED AS A RESULT OF THE ADJUSTMENT AND ANTI-DILUTION PROVISIONS OF
THE CENTURY SOUTH BANKS, INC. INCENTIVE STOCK OPTION PLAN.
/2/ IN ACCORDANCE WITH RULE 457(H), COMPUTED WITH RESPECT TO 450,000 SHARES AT
$23.87 PER SHARE (THE AVERAGE OF THE CLOSING BID AND ASKED PRICE OF SUCH
SHARES ON DECEMBER 22, 1997.
THE CONTENTS OF REGISTRATION STATEMENT NO. 33-91922 ARE INCORPORATED HEREIN BY
REFERENCE. THIS REGISTRATION STATEMENT IS FILED IN ORDER TO REGISTER ADDITIONAL
SECURITIES OF THE SAME CLASS AS SECURITIES FOR WHICH A REGISTRATION STATEMENT
FILED ON FORM S-8 IS EFFECTIVE PURSUANT TO REGISTRATION STATEMENT NO. 33-91922.
<PAGE>
ITEM 8. EXHIBIT
THE FOLLOWING EXHIBITS ARE FILED ARE PART OF THIS REGISTRATION STATEMENT:
EXHIBIT NUMBER DESCRIPTION
8(1) OPINION OF TROUTMAN SANDERS LLP AS TO THE LEGALITY OF THE
SECURITIES BEING REGISTERED
- -----------------------
(1) Incorporated by reference from Registration No. 333-43465 as filed on
December 30, 1997 on Form S-8.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Dahlonega, State
of Georgia, on January 5, 1998.
CENTURY SOUTH BANKS, INC.
By: /s/ James A. Faulkner
---------------------
James A. Faulkner, Vice Chairman and
Chief Executive Officer
By: /s/ Joseph W. Evans
-------------------
Joseph W. Evans, President,
Chief Financial Officer and
Chief Operating 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 Amended
Registration Statement has been signed below by the following persons in the
capacities as of January 5, 1998:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. Russell Ivie Vice Chairman of the Board and Director
- -------------------------------------------
J. Russell Ivie
/s/ James A. Faulkner President, Chief Executive Officer, and Director
- -------------------------------------------
James A. Faulkner
/s/ William H. Anderson, II Chairman and Director
- -------------------------------------------
William H. Anderson, II
/s/ Joseph W. Evans President, Chief Operating Officer, and Chief
- ------------------------------------------- Financial Officer Director
Joseph W. Evans
Director
- -------------------------------------------
Quill Healey
/s/ William L. Chandler Director
- -------------------------------------------
William L. Chandler
Director
- -------------------------------------------
Jim Balcom
/s/ Thomas T. Folger, Jr. Director
- -------------------------------------------
Thomas T. Folger, Jr.
Director
- -------------------------------------------
John B. McKibbon, III
Director
- -------------------------------------------
Frank Jones
/s/ E. Paul Stringer Director
- -------------------------------------------
E. Paul Stringer
</TABLE>
