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As filed with the Securities and Exchange Commission on August 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THOMASVILLE BANCSHARES, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
GEORGIA 6022 58-2175800
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Classification Identification
incorporation or Code Number) Number)
organization)
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301 NORTH BROAD STREET
THOMASVILLE, GEORGIA 31792
(912) 226-3300
(Address and telephone number
of principal executive offices)
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STEPHEN H. CHENEY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
301 NORTH BROAD STREET
THOMASVILLE, GEORGIA 31792
(912) 226-3300
(Name, address and telephone number
of agent for service)
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Copies Requested to:
ROBERT C. SCHWARTZ, ESQ.
SMITH, GAMBRELL & RUSSELL, LLP
SUITE 3100, PROMENADE II
1230 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-3592
(404) 815-3500
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APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-58545
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each maximum maximum
class of Amount offering aggregate Amount of
securities to to be price offering registration
be registered registered per share price fee
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Common Stock,
$1.00 par
value 30,000 shares $15.00 $450,000 $132.75
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INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form SB-2, Registration
No. 333-58545 are hereby incorporated by reference.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, in the City of Thomasville, State of Georgia,
on the 24th day of August, 1998.
THOMASVILLE BANCSHARES, INC.
By: /s/ Stephen H. Cheney
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Stephen H. Cheney
President and Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:
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Signature Title Date
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/s/ Stephen H. Cheney President and Chief Executive Officer August 24, 1998
Stephen H. Cheney (Principal Executive and
Accounting Officer) and Director
/s/ Charles H. Hodges, III Executive Vice President and Director August 24, 1998
- ---------------------------------
Charles H. Hodges, III
* Director August 24, 1998
- ---------------------------------
Charles A. Balfour
* Director August 24, 1998
- ---------------------------------
Clifford S. Campbell, Jr.
* Director August 24, 1998
- ---------------------------------
Charles E. Hancock, M.D.
* Director August 24, 1998
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Harold L. Jackson
* Director August 24, 1998
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Harold L. Jackson
* Director August 24, 1998
- ---------------------------------
Cochran A. Scott, Jr.
* Director August 24, 1998
- ---------------------------------
Richard L. Singletary, Jr.
*By: /s/ Stephen H. Cheney
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Stephen H. Cheney
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5 Opinion of Smith, Gambrell & Russell, LLP
23.1 Consent of Smith, Gambrell & Russell, LLP (contained in their
opinion at Exhibit 5)
23.2 Consent of Francis & Co., CPAs.
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EXHIBIT 5
[SMITH, GAMBRELL & RUSSELL, LLP LETTERHEAD]
Robert C. Schwartz
(404) 815-3758
E-Mail:[email protected]
August 24, 1998
Board of Directors
Thomasville Bancshares, Inc.
301 North Broad Street
Thomasville, Georgia 31792
Re: Thomasville Bancshares, Inc.
Registration Statement on Form SB-2 under Rule 462(b)
30,000 Shares
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Ladies and Gentlemen:
We have acted as counsel for Thomasville Bancshares, Inc. (the
"Company") in connection with the proposed public offering of 30,000 shares of
its Common Stock, $1.00 par value per share (the "Common Stock"), covered by the
above-described Registration Statement.
In connection therewith, we have examined the following:
(1) The Articles of Incorporation, as amended, of the Company,
certified by the Secretary of State of the State of Georgia;
(2) The By-Laws of the Company, certified as complete and correct by
the Secretary of the Company;
(3) The minute book of the Company, certified as correct and
complete by the Secretary of the Company; and
<PAGE> 2
Board of Directors
Thomasville Bancshares, Inc.
August 24, 1998
Page Two
(4) The Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission pursuant to Rule 462(b) under
the Securities Act of 1933, as amended (the "Registration
Statement").
Based upon such examination and upon examination of such other
instruments and records as we have deemed necessary, we are of the opinion that:
(A) The Company has been duly incorporated and is validly existing
under the laws of the State of Georgia; and
(B) The 30,000 shares of Common Stock covered by the Registration
Statement to be sold by the Company have been legally authorized
and, when issued and sold in accordance with the terms described
in the Registration Statement, will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus contained in said Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
/s/Robert C. Schwartz
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Robert C. Schwartz
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form SB-2 for the
registration of 30,000 shares of Thomasville Bancshares, Inc. common stock of
our reports dated February 12, 1998 with respect to the financial statements of
Thomasville Bancshares, Inc. included in the Thomasville Bancshares, Inc. Form
SB-2 No. 333-58545.
/s/ Francis & Co., CPAs
Atlanta, Georgia
August 24, 1998
