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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SNB BANCSHARES, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 58-2107916
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
2918 RIVERSIDE DRIVE, MACON, GA 31204
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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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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: 033-80076 (if applicable)
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered by SNB Bancshares, Inc. (the Company) are
shares of its Common Stock, $1.00 par value. The Company is authorized to issue
5,000,000 shares of Common Stock. As of December 31, 1996, there were issued
and outstanding 1,362,800 shares of the Common Stock of the Company. In
addition, there are outstanding warrants to purchase an additional 359,760
shares of the Common Stock of the Company issued in connection with the
organization of Security National Bank, the Company's wholly-owned subsidiary,
most of which are owned by directors and executive officers of the Company, and
the Company is authorized to issue under its 1996 Incentive Stock Option Plan
stock options to certain executive officers and key employees of the Company or
of the Bank to purchase up to 65,000 shares of the Company's $1.00 par value
Common Stock, of which options to purchase 60,000 shares have been granted
pursuant to that Plan.
Each holder of Common Stock of the Company is entitled to one vote per
share, but possesses no preemptive rights. The Common Stock does not have
cumulative voting rights, which means that the holders of more than 50% of the
outstanding shares of Common Stock voting for the election of directors can
elect all of the directors if they choose to do so; in such event, the holders
of the remaining shares of Common Stock will not be able to elect any of the
directors. The holders of the Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors of the Company with
respect to the Common Stock out of funds legally available therefor under the
laws of the State of Georgia. In the event of liquidation, dissolution, or
winding up of the affairs of the Company, the holders of outstanding shares of
Common Stock will be entitled to share pro rata according to their respective
interests in the Company's assets and funds remaining after payment or provision
for payment of all debts and other liabilities of the Company. The Common Stock
is not by its terms convertible or redeemable. The Articles of Incorporation do
not authorize the issuance of any other class of securities.
The Articles of Incorporation of the Company provide that there may be no
share exchange, merger, consolidation or sale, lease, transfer, exchange or
disposition of all or substantially all of the assets of the corporation or any
of its affiliates to another corporation, person, or entity unless it is
approved by the affirmative vote of the holders of two-thirds of all classes of
stock entitled to vote in the election of directors, and further provide that
the Articles of Incorporation may not be amended except by the affirmative vote
of the holders of two-thirds of all classes of stock entitled to vote in the
election of directors. The Articles of Incorporation further provide for the
classification of its directors into five classes, which are as nearly equal in
number as possible, with the terms of each director being five years but with
the term staggered to provide for the election of approximately one-fifth of the
Company's directors at each meeting of shareholders. These provisions in the
Articles of Incorporation are designed to ensure stability of leadership and to
discourage hostile and indirect attempts by persons desiring to acquire control
of the Company by extending the time required to elect a majority of the
directors of the Company, although the provisions would also tend to increase
the difficulty of removing the Board of Directors of the Company when considered
appropriate by a majority of shareholders.
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The Company's Common Stock was initially authorized and issued in
connection with the acquisition of 100% of the stock of Security National Bank,
a wholly-owned subsidiary of the Company, on September 30, 1994. In connection
with that acquisition, the Company filed a registration statement under the
Securities Act of 1933 as a successor issuer to Security National Bank. Since
that time, the Company has been in constant compliance with its reporting
obligations under the Securities Exchange Act of 1934. This Form 8-A is being
filed as a technical measure to ensure registration of the Company's Common
Stock pursuant to Section 12(g) of the 34 Act, and thereby to obtain from the
Securities Exchange Commission a 34 Act Filing Number.
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
(1) Articles of Incorporation of SNB Bancshares, Inc. - incorporated
herein by reference to Exhibit 3(a) to the registration statement on
Form S-4 (file no. 033-80076) filed with the Securities and Exchange
Commission and effective July 2, 1994.
(2) By-laws of the Company - incorporated herein by reference to Exhibit
3(b) of the registration statement on Form S-4 (file no. 033-80076)
filed with the Securities and Exchange Commission and effective July
2, 1994.
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, thereto duly authorized.
(Registrant) SNB BANCSHARES, INC.
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Date: 10-22-97
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By: /s/ H. Averett Walker
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H. Averett Walker, Chief Executive Officer
