PALMETTO BANCSHARES INC
S-8 POS, 1996-05-16
STATE COMMERCIAL BANKS
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                        As filed with the Securities and
                      Exchange Commission on May 16, 1996.

                                                  Registration File No. 33-51212


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                ----------------
                         Post-Effective Amendment No. 1
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            PALMETTO BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

         South Carolina                                74-2235055
  (State or other jurisdiction of 
   incorporation or organization)         ( I.R.S. Employer Identification No.)


                              101 West Main Street
                          Laurens, South Carolina 29360
                                 (864) 984-4551
          (Address, including zip code, of principal executive offices)



            THE PALMETTO BANK EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                            (Full Title of the plan)

                       L. Leon Patterson, Chairman and CEO
                            Palmetto Bancshares, Inc.
                              101 West Main Street
                          Laurens, South Carolina 29360
                                 (864) 984-4551
(Name, address, and telephone number, including area code, of agent for service)


                                    Copy to:

                          Lee Ann Anderson McCall, Esq.
                     Wyche, Burgess, Freeman & Parham, P.A.
                               Post Office Box 728
                      Greenville, South Carolina 29602-0728
                                 (864) 242-8200





<PAGE>





                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
=================================================================================================================================

                                                    Proposed Maximum     Proposed Maximum
Title of Securities             Amount to           Offering Price       Aggregate              Amount of
to be Registered                be Registered(1)    Per Share(1)         Offering Price(1)      Registration Fee(1)
- ---------------------------------------------------------------------------------------------------------------------------------

<S>                             <C>                 <C>                  <C>                    <C>
Common Stock, par value         0 shares            $0                   $0                     $0
  $5.00 per share

=================================================================================================================================
</TABLE>



(1) No shares are to be registered pursuant to this post-effective amendment.







<PAGE>






         This Amendment No. 1 (this  "Amendment") to the Registration  Statement
on Form  S-8,  Commission  File No.  33-51212,  filed on  August  20,  1992 (the
"Registration Statement"), is filed as of May 16, 1996.

         All securities registered on the Registration  Statement have been sold
pursuant to The Palmetto  Bank  Employee  Stock  Ownership  Plan and Trust.  The
purpose of this Amendment is to terminate the Registration Statement.







<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Laurens, State of South Carolina, as of May 14, 1996.

                                     Palmetto Bancshares, Inc.



                                     By:    /s/ L. Leon Patterson
                                            L. Leon Patterson
                                            Chairman and Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the dates indicated:

Signature                             Title                   Date

/s/ L. Leon Patterson                 Chairman of the Board   May 14, 1996
L. Leon Patterson                     and Chief Executive
                                      Officer

/s/ Paul W. Stringer                  President and Chief     May 14, 1996
Paul W. Stringer                      Operating Officer

/s/ James A. Cannon                   Director                May 14, 1996
James A. Cannon

/s/ Russell B. Emerson                Director                May 14, 1996
Russell B. Emerson

/s/ John T. Gramling, II              Director                May 14, 1996
John T. Gramling, II

   
/s/ James M. Shoemaker, Jr.           Director                May 14, 1996
James M. Shoemaker, Jr. 

/s/ J. David Wasson, Jr.              Director                May 14, 1996
J. David Wasson, Jr. 

                                      Director                May __, 1996
W. Fred Davis, Jr. 

/s/ David P. George, Jr.              Director                May 14, 1996
David P. George, Jr. 
    
/s/ Michael D. Glenn                  Director                May 14, 1996
Michael D. Glenn

<PAGE>


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