SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 30, 1997
ComSouth Bankshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina 0-19045 57-0853342
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1136 Washington Street, Suite 200, Columbia, South Carolina 29201
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (803) 343-2144
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
This Current Report on Form 8-K is being filed for the purpose of
updating the description of the Registrant's Common Stock set forth in the
Registration Statement on Form 8-A, filed February 29, 1996 (Commission File No.
1-11641).
On October 2, 1997, the Registrant's Board of Directors approved a
three-for-two split of the Registrant's Common Stock pursuant to which one
additional share will be issued for each two shares of common stock outstanding.
In connection with the stock split, the Registrant has amended its articles of
incorporation to increase from 50,000,000 to 75,000,000 the number of authorized
shares of Common Stock. The record date for the stock split is October 15, 1997
and the payable date will be October 30, 1997. The Registrant has filed Articles
of Amendment to its Articles of Incorporation to cause the increase in
authorized shares to be effective on October 30, 1997.
Exhibits
3.1 Articles of Amendment to Registrant's Articles of Incorporation, filed
October 15, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMSOUTH BANKSHARES, INC.
-------------------------------------
(Registrant)
Harry R. Brown
Date: October 15, 1997 By:---------------------------------
Harry R. Brown
Chief Financial Officer
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EXHIBIT INDEX
Exhibits
3.1 Articles of Amendment to Registrant's Articles of Incorporation, filed
October 15, 1997.
Jim Miles
Secretary of State
FILED
October 15, 1997
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant to Section 33-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
1. The name of the corporation is ComSouth Bankshares, Inc.
2. On October 2, 1997, the corporation adopted the following Amendment(s) of
its Articles of Incorporation.
RESOLVED, that pursuant to a three-for-two split of the authorized shares
of the Corporation's common stock (no par value), the total number of
authorized shares of the Corporation's common stock shall be increased from
50,000,000 shares to 75,000,000 shares (no par value).
3. The manner, if not set forth in the amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the
Amendment shall be effected, is as follows: (if not applicable, insert "not
applicable" or "NA").
Shareholders of record on October 15, 1997 will be issued additional stock
certificates representing one additional share of the Corporation's Common
Stock for every two shares currently held.
4. Complete either a or b, whichever is applicable.
a. [ ] Amendment(s) adopted by shareholder action.
At the date of adoption of the amendment, the number of outstanding
shares of each voting group entitled to vote separately on the
Amendment, and the vote of such shares was:
Number of Number of Number of Number of
out- Votes Shares Undisputed*
Voting standing Entitled Represented Shares Voted
Group Shares to be Cast at the meeting For Against
b. [x] The amendment(s) was duly adopted by the Incorporators or board
of directors without shareholder approval pursuant to
ss.33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South
Carolina Code as amended, and shareholder action was not
required.
5. Unless a delayed date is specified, the effective date of these Articles of
Amendments shall be the date of acceptance for filing by the Secretary of
State (See ss.33-1-230(b)) Effective October 30, 1997.
COMSOUTH BANKSHARES, INC.
DATE: October 15, 1997 (Name of Corporation)
s/Harry R. Brown
By:--------------------------------------
(Signature)
Harry R. Brown, Chief Financial Officer
(Type or Print Name and Office)
*NOTE: Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
state the total number of votes cast for and against the amendment by
each voting group entitled to vote separately on the amendment or the
total number of undisputed votes cast for the amendment by each voting
group together with a statement that the number cast for the amendment
by each voting group was sufficient for approval by that voting group.
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