<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998
REGISTRATION NO. 333-49977
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SNB BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 6060 58-2107916
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION) CLASSIFICATION CODE NO.)
2918 RIVERSIDE DRIVE
P.O. BOX 4748
MACON, GEORGIA 31208
(912) 722-6200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
H. AVERETT WALKER
SNB BANCSHARES, INC.
2918 RIVERSIDE DRIVE
P.O. BOX 4748
MACON, GEORGIA 31208
(912) 722-6200
----------------
COPY TO:
JOHN T. MCGOLDRICK, JR.
MARTIN, SNOW, GRANT & NAPIER
P.O. BOX 1606
MACON, GEORGIA 31202-1606
(912) 749-1716
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par
value................. 846,748 shares N/A $6,057,417 $1,786.94
</TABLE>
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- -------------------------------------------------------------------------------
(1) The Registrant will deregister the indicated shares if the Registrant's
shareholders fail to approve the matter described above.
(2) In accordance with Rule 457(f)(2), the total registration fee has been
calculated based on the book value of the securities to be received by the
Registrant in the exchange as of the latest practicable date prior to
April 13, 1998, the date of filing the Registration Statement.
* As provided in the Agreement and Plan of Merger between SNB Bancshares,
Inc. and Crossroads Bancshares, Inc., the Registrant will issue as many as
846,748 shares of its common stock for all of the 291,982 shares of the
common stock of Crossroads Bancshares, Inc.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID 1 SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 8, Part 5 of the Georgia Business Corporation Code provides for
indemnification of directors and officers of corporations. Under the
provisions of O.C.G.A. (S) 14-2-852, a director of the Company, wholly
successful on the merits or otherwise, in the defense of any proceeding or
claim to which the director is a party because he or she is a director of the
Company, is entitled as a matter of right to indemnification against
reasonable expense, including attorneys' fees, incurred by him in connection
with the proceedings. The Company is further authorized to indemnify any
person who is made a director to a proceeding because he or she is a director
against any liability incurred if that person acted in a manner he or she
believed in good faith to be in, or not opposed to, the best interests of the
corporation and, in the case of any criminal proceeding, he or she had no
reasonable cause to believe his or her conduct was unlawful. The authority of
the Company to indemnify a director is not applicable in connection with any
proceeding brought by or in the right of the corporation except for reasonable
expenses incurred in connection with the proceeding if it is determined the
director has met the relevant standard of conduct, or in connection with any
other proceeding in which he or she is adjudged liable on the basis that
personal benefit was improperly received by him whether or not involving an
action in his or her official capacity.
A determination that a director is entitled to indemnification shall be made
if there are two or more disinterested directors by the Board of Directors by
a majority vote of all the disinterested directors constituting a quorum or by
a majority of the members of a committee of two or more disinterested
directors appointed by such a vote; by special legal counsel, if there are
fewer than two disinterested directors selected by the Board of Directors; or
by the shareholders of the corporation, excluding shares owned by or voted
under the control of directors who do not quality as a disinterested director.
A director of a corporation who is a party to a legal proceeding may apply to
the court for indemnification or advances for expenses. The court may order
indemnification or advances for expenses if it determines (1) the director is
entitled to mandatory indemnification; or (2) the director is fairly and
reasonably entitled to indemnification even if the director has not met the
relevant standard of conduct set forth in subsections O.C.G.A. (S) 14-2-851(a)
and (b), has failed to comply with O.C.G.A. (S) 14-2-853, or was adjudged
liable in a proceeding brought by or in the right of the corporation or in any
proceeding alleging that personal benefit was improperly received by him or
her, in which latter event, however, his or her indemnification is limited to
reasonable expenses incurred in connection with the proceeding. If the court
determines that the director is entitled to indemnification or advance for
expenses under this part, it may also order the corporation to pay the
director's reasonable expenses to obtain court indemnification or advance for
expenses. The articles of incorporation of the Company also eliminate, as
permitted by law, the personal liability of directors of the Company from
monetary damages for breach of duty of care or other duty as a director,
excepting only any liability for misappropriation of any business opportunity
of the corporation, intentional misconduct, and other specified conduct.
An officer of the Company who is not a director is entitled to mandatory
indemnification and is entitled to apply for court ordered indemnification in
each case to the same extent as is a director of the Company. The Company may
also indemnify and advance expenses to an officer, employee or agent who is
not a director to the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general or specific action
of its Board of Directors, or contract.
The Company bylaws provide for indemnification of officers and directors
substantially similar to that provided by Article 8, Part 5 of the Georgia
Business Corporations Code. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling
II-1
<PAGE>
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling.
Precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issue.
The Registrant's articles of incorporation provide that no director of SNB
shall be personally liable to the Registrant or its shareholders for monetary
damages for a breach of the duty of care or any other duty as a director,
except in the case of: (i) wrongful appropriation of any business opportunity
of the Registrant; (ii) actual omissions not in good faith or involving
intentional misconduct or knowing violation of law; (iii) liability for
unlawful distribution; or (iv) any transaction from which the director derived
an improper personal benefit.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits (Includes only exhibits filed with Amendment No. 3)
NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------
8.1 Tax opinion of Martin, Snow, Grant & Napier, LLP.
Consent of Martin, Snow, Grant & Napier, LLP. (Included as part of
23.1 Exhibit 8.1)
23.2 Consent of McNair, McLemore, Middlebrooks & Co., LLP.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of the securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
II-2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions (see Item 20), or otherwise, the registrant has been advised
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, without one business day of receipt of
such requests, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the requests.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SNB BANCSHARES,
INC. HAS DULY CAUSED THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED DULY AUTHORIZED IN THE CITY OF MACON,
STATE OF GEORGIA, ON THE 17TH DAY OF JUNE, 1998.
SNB BANCSHARES, INC.
/s/ H. Averett Walker
By: _________________________________
H. AVERETT WALKER
CHIEF EXECUTIVE OFFICER
PURSUANT TO THE SECURITIES ACT OF 1933 AND PURSUANT TO THE POWER OF ATTORNEY
CONTAINED IN THE ORIGINAL REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BY SNB BANCSHARES, INC., THIS AMENDMENT NO. 3 TO THE
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITY AND ON THE DATE INDICATED BY THEIR DULY AUTHORIZED ATTORNEY-IN-FACT.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Alford C. Bridges Director June 17, 1998
Joe E. Timberlake, III Director June 17, 1998
Richard E. White, Jr. Director June 17, 1998
Robert C. Ham Director June 17, 1998
Robert T. Mullis Director June 17, 1998
Ben G. Porter Director June 17, 1998
H. Averett Walker Director, President and June 17, 1998
Chief Executive Officer
(Principal Executive
Officer)
Robert C. Allen Director June 17, 1998
Lee R. Greene, Jr. Director June 17, 1998
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Sydney J. Pyles Director June 17, 1998
John F. Rogers, Jr. Director June 17, 1998
Charles W. Shelby, Sr. Director June 17, 1998
Frank M. Shepherd, Jr. Director June 17, 1998
Chris R. Sheridan, Jr. Director June 17, 1998
Frank G. Wall, Jr. Director June 17, 1998
Michael T. O'Dillon Senior Vice President, June 17, 1998
Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
By: /s/ H. Averett
Walker
--------------------------
H. AVERETT WALKER, ATTORNEY-
IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
8.1 Tax opinion of Martin, Snow, Grant & Napier, LLP.
23.1 Consent of Martin, Snow, Grant & Napier, LLP. (Included as part of
Exhibit 8.1)
23.2 Consent of McNair, McLemore, Middlebrooks & Co., LLP.
</TABLE>
<PAGE>
[LETTERHEAD OF MARTIN, SNOW, GRANT & NAPIER, LLP APPEARS HERE]
June 17, 1998
SNB Bancshares, Inc.
P.O. Box 4748
Macon, Georgia 31208
Crossroads Bancshares, Inc.
P.O. Box 1308
Perry, Georgia 31069
Re: Federal Income Tax Consequences of Proposed Acquisition
of Crossroads Bancshares, Inc. by SNB Bancshares, Inc.
Gentlemen:
We have acted as counsel to SNB Bancshares, Inc. in connection with the
proposed merger of Crossroads Bancshares, Inc. ("Crossroads"), with and into SNB
Bancshares, Inc. ("SNB"), pursuant to the Agreement and Plan of Merger ("Merger
Agreement") dated January 28, 1998, as amended on February 12, 1998. For
purposes of rendering this opinion to you, we have examined the Merger
Agreement, the Registration Statement on Form S-4, originals or copies
identified to our satisfaction of the Stock Book, Minute Book, Articles of
Incorporation and Bylaws of Crossroads and SNB and such other actions and
proceedings as we deem necessary in order to render this opinion.
We understand that our opinion will be filed as an Exhibit to the
Registration Statement filed by SNB on Form S-4 under the Securities Act of 1933
relating to the SNB Common Stock to be issued in the merger and that our opinion
will be referred to in the Prospectus contained therein under captions "Summary"
and "Federal Income Tax Consequences". We consent to such filing of our opinion
and to references thereto in the Prospectus.
In connection with your request for this opinion, Crossroads has
represented to us the following facts upon which we have relied in making this
opinion:
<PAGE>
SNB Bancshares, Inc.
June 17, 1998
Page 2
(1) The sole consideration that will be received by the shareholders of
Crossroads under the Merger Agreement will be the shares of SNB common
stock into which their common stock will be converted plus cash in lieu of
any fractional shares of SNB common stock to which such shareholders would
otherwise be entitled.
(2) As a result of the merger of Crossroads with and into SNB, and taking into
account (a) the number of shares of Crossroads common stock which are held
by shareholders of Crossroads who dissent to the Merger Agreement and
perfect their dissenters' rights under the laws of the State of Georgia,
and (b) the number of shares of Crossroads common stock that are settled
for cash in lieu of fractional shares of SNB common stock, the shareholders
of Crossroads will exchange in the merger for SNB common stock a number of
shares of SNB common stock, which, in the aggregate, will have a value of
at least fifty percent (50%) of the total value of Crossroads common stock
outstanding as of the effective time of the merger.
(3) You are not aware of any plan or intention on the part of the shareholders
of Crossroads to sell or otherwise dispose of their Crossroads common stock
prior to the merger or to sell or otherwise dispose of the SNB common stock
that will be received by them in the merger. For purposes of this
representation, any shares of Crossroads common stock that will be sold or
otherwise dispose of prior to the effective time of the merger in
contemplation of the merger will be treated as having been disposed of
pursuant to a plan or intention to sell or otherwise dispose of such common
stock prior to the merger.
(4) The cash payments that will be made by SNB to Crossroads shareholders in
lieu of issuing fractional shares of SNB common stock represent merely a
mechanical "rounding off" of the fractions in the exchange, rather than a
separately negotiated consideration, and will be made solely for the
purpose of saving SNB the expense of issuing and transferring fractional
shares of its common stock.
(5) Following the merger, SNB will continue to operate Crossroads' business,
and SNB has no plans or intentions to liquidate Crossroads or to cause SNB
to sell or otherwise dispose of any of the assets received from Crossroads
in the merger, other than in the ordinary course of business.
<PAGE>
SNB Bancshares, Inc.
June 17, 1998
Page 3
(6) SNB has no plan or understanding with Crossroads or with any shareholder
of SNB to redeem or to repurchase any of the SNB common stock that will be
issued in the merger to the Crossroads shareholders. Such SNB common stock
will not be callable by SNB and will not be subject to any kind of
"put" option.
(7) As a result of the merger, SNB will assume or receive the assets of
Crossroads subject to all the liabilities of Crossroads, including any
liabilities of Crossroads for unpaid costs and expenses incurred by
Crossroads in connection with the merger. All liabilities of Crossroads at
the time of the merger, except those relating to expenses incurred by
Crossroads in connection with the merger, will have been incurred by
Crossroads in the ordinary course of business or will be associated with
the assets transferred to SNB in the merger.
(8) Prior to the merger, Crossroads will not pay any dividends or make any
other distributions with respect to its stock, other than normal, regular
cash dividends.
(9) SNB will pay all the costs and expenses incurred by it and its wholly
owned subsidiary in connection with the merger, and Crossroads will pay all
the costs and expenses incurred by it and its wholly-owned subsidiary in
connection with the merger, except that each of the parties shall bear and
pay one-half of the filing fees payable in connection with the Registration
Statement and the Proxy Statement and the printing costs incurred in
connection with the printing of the Registration Statement and Proxy
Statement. The shareholders of Crossroads will pay their own costs and
expenses, if any, incurred in connection with the merger.
(10) SNB will acquire in the merger at least ninety percent (90%) of the fair
market value of the net assets held by Crossroads immediately prior to the
merger and at least seventy percent (70%) of the fair market value of the
gross assets held by Crossroads immediately prior to the merger. For
purposes of this representation, the assets of Crossroads held immediately
prior to the merger will include the amount of any costs and expenses
arising out of the merger that are paid by Crossroads or on behalf of
Crossroads by SNB, any amounts paid to any Crossroads shareholders who
dissent from the merger and perfect their dissenters' rights under the laws
of the State of Georgia, and any amounts paid to Crossroads shareholders in
lieu of fractional shares.
<PAGE>
SNB Bancshares, Inc.
June 17, 1998
Page 4
(11) The compensation that will be paid by SNB to any employees of Crossroads
who are employed by SNB following the merger will not be a part of the
consideration given to the shareholders of Crossroads in exchange for their
Crossroads common stock and will be commensurate in each instance with the
service to be rendered by such employee.
(12) The business reasons for the merger are as follows: The assets and
business of Crossroads represent a sound income-producing investment with
potential long range appreciation. In addition, the merger will enable
Crossroads to expand its business through its affiliation with SNB and will
enable the shareholders of Crossroads to receive stock of a larger
corporation with a more active trading market in exchange for their
Crossroads common stock.
Based upon (a) the facts set out in the foregoing representations; (b) the
assumption that the facts set forth in the foregoing representations will be
true at the effective time of the acquisition; (c) our review of the Merger
Agreement; and (d) the assumption that the minimum stock election will be
received and the transaction consummated by the means of a merger of Crossroads
with and into SNB in accordance with the provisions of the Merger Agreement, it
is our opinion that:
(a) The merger of Crossroads with and into SNB under the laws of the State of
Georgia will constitute a "reorganization" under Section 368(a)(1)(A) of
the Internal Revenue Code. SNB and Crossroads will each be a "party to the
reorganization" within the meaning of Section 368(b) of the Internal
Revenue Code.
(b) No gain or loss will be recognized by Crossroads upon its merger with and
into SNB under the laws of the State of Georgia.
(c) No gain or loss will be recognized by the shareholders of Crossroads upon
the exchange of their Crossroads common stock for SNB common stock in the
merger, except with respect to cash received in lieu of fractional shares
of SNB common stock.
(d) The basis of the Crossroads shareholders in the shares of SNB common stock
received in the merger (including any fractional share interest for which
cash payments will be made) will be the same as the basis of such
shareholders in the Crossroads common stock exchanged therefor.
<PAGE>
SNB Bancshares, Inc.
June 17, 1998
Page 5
(e) The holding period of the SNB common stock received in the merger by the
Crossroads shareholders in exchange for their Crossroads common stock will
include the period during which such shareholders held such Crossroads
common stock, provided such Crossroads common stock was held as a capital
asset on the date of the merger.
(f) Any cash received by a shareholder of Crossroads in lieu of a fractional
share of SNB common stock will be treated as having been received by such
shareholder in redemption of such fractional share interest, and such
redemption will be subject to the provisions of Section 302 of the Internal
Revenue Code.
(g) Any cash received by a shareholder of Crossroads, who perfects his
dissenters' rights under the laws of the State of Georgia and who receives
payment of the fair value of his Crossroads common stock, will be treated
as having been received by such shareholder in redemption of his Crossroads
common stock, and such redemption will be subject to the provisions of
Section 302 of the Internal Revenue Code.
Yours very truly,
MARTIN, SNOW, GRANT & NAPIER, LLP
BY: /s/ John T. McGoldrick, Jr.
--------------------------------
JOHN T. McGOLDRICK, JR.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 20, 1998, accompanying the
consolidated financial statements of Crossroads Bancshares, Inc. and subsidiary
and our report dated January 14, 1998 accompanying the consolidated financial
statements of SNB Bancshares, Inc. and subsidiary, all contained in this
Amendment No. 3 to Form S-4 Registration Statement and Prospectus and consent to
the use of our name as it appears under the caption "Experts".
This 16th day of June, 1998.
McNAIR, McLEMORE, MIDDLEBROOKS & CO., LLP
BY: /s/ Ray C. Pearson
------------------
RAY C. PEARSON
