<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SNB BANCSHARES, INC.
--------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2107916
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2918 Riverside Drive, Macon, Georgia 31204
(912) 722-6200
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(Address, including zip code and telephone number
of principal executive offices)
Security National Bank of Macon Stock Warrant Agreements
--------------------------------------------------------
(Full title of the employee benefit plan to
which issuance of securities hereby relates)
H. Averett Walker
Chief Executive Officer
SNB Bancshares, Inc.
2918 Riverside Drive
Macon, Georgia 31204
(912) 722-6200
--------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Edward J. Harrell
Martin, Snow, Grant & Napier
240 Third Street
P. O. Box 1606
Macon, Georgia 31202-1606
(912) 743-7051
--------------------------
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit price fee
<S> <C> <C> <C> <C>
Common Stock, 370,350/1/ $3.33 $1,234,500 $364.23
$1.00 Par Value
Per Share
</TABLE>
____________________
/1/Representing shares to be issued and sold by the Registrant under the
Security National Bank of Macon Stock Warrant Plan (the "Plan"), assumed by
Registrant upon acquisition of Security National Bank on September 30, 1994.
This Registration Statement also covers such indeterminable number of additional
shares as may become issuable to prevent dilution in the event of a stock split,
stock dividend, reclassification or other similar transaction pursuant to the
terms of the Plan.
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required to be set forth in the
Prospectus under Section 10(a) of the Securities Act of 1933, as amended (the
"1933 Act"), and Rule 428 promulgated thereunder will be sent or given to
employees as specified by Rule 428(b)(1) (17 C.F.R. (S) 230.428(b)(1)).
The above-referenced Prospectus to be provided to individuals exercising
the organizer warrants issued to directors and officers will contain a statement
advising such persons of the availability without charge, upon written or oral
request, of the documents incorporated by reference in Item 3 of Part II of this
Registration Statement, and stating that these documents are incorporated by
reference into the Section 10(a) Prospectus. That Prospectus will also contain
a statement that other documents required to be delivered to employees pursuant
to Rule 428(b) (Section 230.428(b)) will be provided without charge upon written
or oral request.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SNB Bancshares, Inc. (the "Company") with
the Securities and Exchange Commission (the "SEC") are incorporated herein by
reference:
(1) The Company's most recent annual report, filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (the "1934 Act"), on Form
10-KSB on March 31, 1997;
(2) All quarterly reports filed by the Company pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the fiscal year covered by the above-
referenced Form 10-KSB; and
(3) The description of the Company's common stock set forth in the
Company's Registration Statement on Form 8-A filed pursuant to Section 12 of the
1934 Act (File No. 000-23261), and any amendment or report filed for the purpose
of updating any such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of any such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is registered under Section
12(g) of the 1934 Act on Form 8-A, Commission File No. 000-23261.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Certain financial statements included in this Registration Statement have
been audited by McNair, McLemore, Middlebrooks & Co., independent certified
public accountants, to the extent and for the periods set forth in their report.
Neither McNair, McLemore, Middlebrooks & Co. nor any member of that firm owns
any of the Common Stock of the Company.
The legality of the Common Stock offered hereby will be passed upon for the
Company by Martin, Snow, Grant & Napier, Macon, Georgia. The Martin, Snow,
Grant & Napier Keogh Plan and individual members of that firm own shares of the
Company's Common Stock. However, neither McNair, McLemore, Middlebrooks & Co.
nor Martin, Snow, Grant & Napier, or any member of those firms, was hired on a
continent basis; will receive in connection with this offering a direct or
indirect substantial interest in the Company; or was a promoter, underwriter,
voting trustee, director, officer or employee of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS, OFFICERS AND CONTROL PERSONS.
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, to the extent successful in
the defense of any proceeding or claim to which he or she is a party because he
or she is a director of the Company, is entitled as a matter of right to
indemnification against reasonable expenses, including attorneys' fees, incurred
by him or her in connection therewith. The Company is further authorized to
indemnify any person who is made a party to a proceeding because he or she is a
director against any liability incurred including the obligation to pay any
judgment rendered against him or her if the director acted in a manner he or she
believed in good faith to be in, or not opposed to, the best interests of the
Company 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, 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. Indemnification in any action brought
by or in the right of the Company is limited in any event to reasonable expenses
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incurred in connection with the proceeding, and does not include the obligation
to pay any judgment, settlement, penalty or fine.
A determination that a director is entitled to indemnification must be made
by the board of directors by majority vote of a quorum consisting of directors
not at the time parties to the proceedings; if a quorum cannot be obtained then
by majority vote of a committee duly designated by the board of directors (in
which designation directors who are parties may participate), consisting solely
of two or more directors not at the time parties to the proceedings; by special
legal counsel; or by the shareholders of the Company, excluding shares owned by
or voted under the control of directors who are at the time parties to the
proceeding. A director of the Company who is a party to a legal proceeding in
that capacity may apply to the court for indemnification or advances for
expenses if it determines (1) the director is entitled to mandatory
indemnification under O.C.G.A. (S) 14-2-852; or (2) the director is fairly and
reasonably entitled in view of all relevant circumstances to indemnification,
even if he or she has not met the standard conduct set forth in O.C.G.A. (S) 14-
2-851(a) or was adjudged liable as described in O.C.G.A. (S) 14-2-851(d), in
which latter event, however, his or her indemnification is limited to reasonable
expenses incurred. If the court determines that the director is entitled to
indemnification or advance for expenses under this part, it may also order the
Company to pay the directors reasonable expenses to obtain court-ordered
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 for 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 under O.C.G.A. (S) 14-2-852 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,
employer 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's 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 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, or
otherwise, the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1993 Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
EXHIBIT
- -------
NUMBER DESCRIPTION
- ------ -----------
4.1 Company's Articles of Incorporation (incorporated by reference
from Exhibit 3.(a) to the Company's Registration Statement on
Form S-4, dated June 9, 1994, SEC File No. 33-80076 ("Form S-4"))
4.2 Company's Bylaws (incorporated by reference from Exhibit 3.(b) to
Form S-4)
5.1 Opinion by Martin, Snow, Grant & Napier, LLP as to legality of
the securities being registered
23.1 Consent of counsel (included in Exhibit 5)
23.2 Consent of McNair, McLemore and Middlebrooks regarding use of
consolidated financial statements (incorporated by reference from
the Company's Form 10-KSB filed for fiscal year ended December
31, 1996)
24 Power of Attorney (contained in Part II)
ITEM 9. UNDERTAKINGS.
The undersigned Company 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,
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represent a fundamental change in the information set forth
in the 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 .
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required or to be included in a post-effective amendment thereby is
contained in a periodic report filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that is incorporated by reference in this
Registration Statement;
(2) That, for the purpose of determining any liability under the 1933 Act,
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) That, for purposes of determining any liability under the 1933 Act,
each filing of the Company's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement 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; and
(5) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the Company's Articles of Incorporation, bylaws or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 whether such
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indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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 Macon, State of Georgia, on February 12, 1998.
SNB BANCSHARES, INC.
/s/ H. Averett Walker
BY:-------------------------------------
H. AVERETT WALKER,
President and Chief Executive Officer
Know All Men By These Presents, that each person whose signature appears
below constitutes and appoints H. Averett Walker and Robert C. Ham, and either
of them (with full power in each to act alone), as true and lawful attorneys-in-
fact, with full power of substitution, for him and in his name, place and stead,
in any and all capacities, to sign any amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or either of them, or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 12, 1998.
<TABLE>
<CAPTION>
Signature Capacity Date
- --------- -------- ----
<S> <C> <C>
/s/ H. Averett Walker President, Chief
- ------------------------------- Executive Officer,
H. AVERETT WALKER and director February 12, 1998
/s/ Robert C. Ham Chairman of the
- ------------------------------- Board and Director February 12, 1998
ROBERT C. HAM
/s/ Robert C. Allen
- -------------------------------
ROBERT C. ALLEN Director February 12, 1998
/s/ Alford C. Bridges
- -------------------------------
ALFORD C. BRIDGES Director February 12, 1998
/s/ William P. Brooks, M.D.
- -------------------------------
WILLIAM P. BROOKS, M.D. Director February 12, 1998
/s/ Lee R. Greene, Jr.
- -------------------------------
LEE R. GREENE, JR. Director February 12, 1998
/s/ Benjamin W. Griffith, III
- -------------------------------
BENJAMIN W. GRIFFITH, III Director February 12, 1998
/s/ James W. Kinman
- -------------------------------
JAMES W. KINMAN Director February 12, 1998
/s/ Robert T. Mullis
- -------------------------------
ROBERT T. MULLIS Director February 12, 1998
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ Ben G. Porter
- ------------------------------
BEN G. PORTER Director February 12, 1998
/s/ Sydney J. Pyles
- ------------------------------
SYDNEY J. PYLES Director February 12, 1998
/s/ John F. Rogers, Jr.
- -------------------------------
JOHN F. ROGERS, JR. Director February 12, 1998
/s/ Charles W. Selby, Sr.
- -------------------------------
CHARLES W. SELBY, SR. Director February 12, 1998
/s/ Frank M. Shepherd, Jr.
- -------------------------------
FRANK M. SHEPHERD, JR. Director February 12, 1998
/s/ Chris R. Sheridan, Jr.
- -------------------------------
CHRIS R. SHERIDAN, JR. Director February 12, 1998
/s/ Joe E. Timberlake, III
- -------------------------------
JOE E. TIMBERLAKE, III Director February 12, 1998
/s/ Frank G. Wall, Jr.
- -------------------------------
FRANK G. WALL, JR. Director February 12, 1998
/s/ Richard W. White, Jr.
- -------------------------------
RICHARD W. WHITE, JR. Director February 12, 1998
/s/ Chris R Sheridan, Jr.
- -------------------------------
CHRIS R. SHERIDAN, JR. Director February 12, 1998
</TABLE>
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<PAGE>
EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
- -------------- -----------
4.1 Registrant's Articles of Incorporation (incorporated by
reference from Exhibit 3.(a) to the Company's Registration
Statement on Form S-4 dated June 9, 1997, SEC File No. 33-
80076 ("Form S-4"))
4.2 Registrant's Bylaws (incorporated by reference from Exhibit
3.(b) to Form S-4)
5 Opinion by Martin, Snow, Grant & Napier as to the legality
of the Securities 5 being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of McNair, McLemore and Middlebrooks regarding use
of consolidated financial statements (incorporated by
reference from the Company's Form 10-KSB filed for fiscal
year ended December 31, 1996)
24 Power of Attorney (contained in Part II at pages 7-9)
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EXHIBIT 5
[LETTERHEAD OF MARTIN, SNOW, GRANT & NAPIER, LLP APPEARS HERE]
February 14, 1998
SNB Bancshares, Inc.
2918 Riverside Drive
Macon, GA 31204
RE: Form S-8 Registration Statement for organizer's warrants
Ladies and Gentlemen:
The undersigned has acted as special counsel for SNB Bancshares, Inc., a
Georgia corporation (the "Company"), in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and covering 370,350 shares of the Company's common stock,
$1.00 par value (the "Company Stock") that may be issued pursuant to certain
organizer's warrants issued in connection with the formation of the Company's
wholly-owned subsidiary, Security National Bank. In connection therewith, we
have examined originals or copies of corporate records, certificates of public
officials and of officers of the Company and other instruments as we have deemed
relevant and necessary for the opinion hereinafter expressed.
On the basis of the foregoing, it is our opinion that the 370,350 shares
of Company stock to be issued pursuant to the warrants, when issued in
accordance with such terms and conditions as are imposed by the respective
written warrant agreements, will be legally and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
MARTIN, SNOW, GRANT & NAPIER
/s/ Robert A. Weber, Jr.
-------------------------------
ROBERT A. WEBER, JR.
<PAGE>
EXHIBIT 23.2
[CONSENT OF MCNAIR, MCLEMORE & MIDDLEBROOKS]
--------------------------------------------
We consent to the incorporation by reference in the Registration
Statement (Form S-8) dated February 12, 1998 of SNB Bancshares, Inc. of our
report dated January 24, 1997, with respect to the consolidated financial
statements of SNB Bancshares, Inc. incorporated by reference in its annual
report (Form 10-KSB) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
MCNAIR, MCLEMORE & MIDDLEBROOKS & CO.
BY: /s/ Ray C. Pearson
----------------------------------------
