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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
REGISTRATION STATEMENT
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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THOMASVILLE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-2175800
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
301 NORTH BROAD STREET
THOMASVILLE, GEORGIA 31792
TELEPHONE: (912) 226-3300
(Address, including zip code, of principal executive offices)
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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None None
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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), PLEASE 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), PLEASE CHECK THE FOLLOWING BOX. [X]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
NOT APPLICABLE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Title of class
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Common Stock, $1.00 par value per share
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Common Stock, $1.00 par value per share,
included under the caption "Description of Capital Stock" in the Registration
Statement on Form SB-2 of the Registrant (File No. 333- 58545) filed with the
Securities and Exchange Commission (the "Commission") on July 6, 1998, as
amended, is hereby incorporated by reference. In addition, the description of
the Common Stock, $1.00 par value per share, included under the caption
"Description of Capital Stock" in any Prospectus relating to such Registration
Statement filed with the Commission by the Registrant pursuant to any amendment
of such Registration Statement or pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, shall be deemed to be incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement. The exhibits which are denominated by an asterisks
(*) were previously filed as a part of, and are hereby incorporated by reference
from the Registration Statement on Form SB-2 under the Securities Act of 1933
for the Company, Registration No. 33-91536 (referred to as "SB-2"). The exhibit
numbers correspond to the exhibit numbers in the referenced document.
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EXHIBIT NO. DESCRIPTION
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<S> <C>
3.1* Articles of Incorporation of the Company
3.2* Bylaws of the Company
4.1 Specimen Common Stock Certificate
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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, thereunto duly authorized.
THOMASVILLE BANCSHARES, INC.
By: /s/ Stephen H. Cheney
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Stephen H. Cheney,
President and Chief Executive Officer
Date: April 27, 1999
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
4.1 Specimen Common Stock Certificate
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EXHIBIT 4.1
(SEAL) SHARES
THOMASVILLE BANCSHARES, INC.
Thomasville, Georgia
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
COMMON STOCK CUSIP 889608 10 0
PAR VALUE $1.00 SEE REVERSE FOR CERTAIN DEFINITIONS
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
THOMASVILLE BANCSHARES, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized Attorney on surrender of this Certificate properly endorsed.
This Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed in facsimile by its duly authorized officers and the facsimile seal of
the Corporation to be duly affixed hereto.
Dated:
/s/ Richard L. XXXXXXXXX [SEAL] /s/ Stephen H. Cheney
Secretary President
COUNTERSIGNED AND REGISTERED:
SUNTRUST BANK, ATLANTA
TRANSFER AGENT
AND REGISTRAR
By
AUTHORIZED SIGNATURE