FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) or (g) of the SECURITIES ACT OF 1934
ComSouth Bankshares, Inc.
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(Exact name of registrant as specified in its charter)
South Carolina 57-0853342
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
1136 Washington Street, Suite 200
Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, American Stock Exchange
No Par Value
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities registered hereunder is the
Registrant's Common Stock, no par value (the "Common Stock").
All shares of Common Stock are entitled to share equally in
such dividends as the Board of Directors may declare on the
Common Stock from sources legally available therefor. Each
share of Common Stock has the same voting rights, privileges
and preferences. Each share is entitled to one vote on any
issue requiring a vote at any meeting. One-third of the
outstanding shares of Common Stock constitute a quorum for the
transaction of business at any meeting of shareholders.
Cumulative voting is not permitted for the election of
directors. Where there are more nominees for directors than
positions to be filled the nominees with the greatest number
of votes are elected. On all other matters of general
business, if the number of shares voted for a proposition
exceeds the number of shares voted against the proposition,
the proposition is adopted if a quorum is present unless the
South Carolina Business Corporation Act or the Registrant's
articles of Incorporation require a different vote for such
matter.
The Registrant's Articles of Incorporation require the
affirmative vote of 80% of the outstanding Common Stock to
approve a merger or similar business combination, a sale of
substantially all of the Registrant's assets or dissolution of
the Registrant unless the transaction has been approved by at
least 80% of the Board of Directors, in which case the
affirmative vote of two-thirds of the outstanding Common Stock
is needed for approval. Removal of directors and amendment of
the provisions of the Registrant's Articles of Incorporation
which require 80% votes also require the affirmative approval
of 80% of the outstanding Common Stock. The Registrant has a
classified Board of Directors; there are three classes of
approximately equal size and the directors serve staggered
three year terms. Nominations for director must be in writing
and made at least 30 days prior to the meeting at which
directors are to be elected. The Articles of Incorporation
also require the Board of Directors, when evaluating any
proposed plan of merger, consolidation, sale of assets or
stock exchange, to consider the interests of the employees of
the Registrant and its subsidiaries and of the communities in
which the Registrant and its subsidiaries do business, in
addition to the interests of the Registrant's shareholders.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 will be supplied to
the American Stock Exchange.
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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, thereunto duly authorized.
ComSouth Bankshares, Inc.
By: /s/ Harry R. Brown
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Harry R. Brown
Chief Financial Officer
Date:
February 29, 1996
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