As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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SOUTHBANC SHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6035 58-2361245
(State of Incorporation) (Primary Standard Classification (IRS Employer
Code Number) Identification No.)

907 N. MAIN STREET
ANDERSON, SOUTH CAROLINA 29621
(864) 225-0241
(Address, including zip code, and telephone number including area code, of
registrant's principal executive offices)

SOUTHBANC SHARES, INC. 1998 STOCK OPTION PLAN
SOUTHBANC SHARES, INC. MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN
PERPETUAL BANK 1997 STOCK OPTION PLAN
(as assumed by SouthBanc Shares, Inc.)
PERPETUAL BANK 1997 MANAGEMENT RECOGNITION AND
DEVELOPMENT PLAN
(as assumed by SouthBanc Shares, Inc.)

(Full Title of the Plans)

COPIES TO:
ROBERT W. ORR ERIC S. KRACOV, ESQ.
PRESIDENT AND DIRECTOR MULDOON, MURPHY & FAUCETTE LLP
SOUTHBANC SHARES, INC. 5101 WISCONSIN AVENUE, N.W.
907 N. MAIN STREET WASHINGTON, D.C. 20016
ANDERSON, SOUTH CAROLINA 29621 (202) 362-0840
(864) 225-0241

(Name, Address and Telephone Number of Agent for Service,
including Area Code)

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CALCULATION OF REGISTRATION FEE
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Title of Class of Proposed Amount Proposed Purchase Estimated Aggregate Amount of
Securities to be Registered to be Registered 1 Amount Per Share Offering Price 2 Registration Fee
- -----------------------------------------------------------------------------------------------------------

Common Stock, 389,940 shares 3 $ 14.58 4 $ 5,685,325 $1,581
$.01 par value
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Common Stock, 131,288 shares 5 $ 21.875 6 $ 2,871,925 $ 798
$.01 par value
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(1)Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the SouthBanc Shares, Inc. 1998 Option Plan ("1998 Plan"), SouthBanc Shares,
Inc. Management Recognition and Development Plan, Perpetual Bank 1997 Stock
Option Plan ("1997 Plan") and the Perpetual Bank 1997 Management Recognition
and Development as the result of a stock split, stock dividend or similar
adjustment of the outstanding common stock of SouthBanc Shares, Inc. pursuant
to 17 C.F.R. Section 230.416(a).
(2)Estimated solely for purposes of calculating the registration fee.
(3)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares currently reserved or available for issuance upon the exercise of
stock options pursuant to the 1998 Plan, 1997 Plan and the 1993 Plan.
(4)Weighted average price determined by the average exercise price of $ 14.58
per share at which options for 389,940 shares have been granted to date under
the 1998 Plan and 1997 Plan.
(5)Pursuant to 17 C.F.R. Section 230.457(h)(1), represents the total number of
shares issued as stock awards under the SouthBanc Shares, Inc. Management
Recognition and Development Plan ("SouthBanc MDRP") and the Perpetual Bank
Management Recognition and Development Plan ("Perpetual MDRP").
(6)Calculated using the market value of the Common Stock on May 28, 1999 as
determined by the mean between the closing high bid and low asked quotation
on the Nasdaq National Market (as reported in the Wall Street Journal) for
131,288 stock awards which have been granted under the SouthBanc MDRP and
the Perpetual MDRP.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages 45
Exhibit Index begins on Page 6

SOUTHBANC SHARES, INC.

PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2. The documents containing the information for the 1998 Plan and 1997
Plan, as well as the SouthBanc MDRP and the Perpetual MDRP required by Part I of
the registration statement will be sent or given to the participants in the
plans as specified by Rule 428(b)(1). Such documents are not filed with the
Securities and Exchange Commission (the "SEC") either as a part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 in reliance on Rule 428.

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed or to be filed with the SEC are
incorporated by reference in this registration statement:

(a) SouthBanc Shares, Inc.'s (the "Company" or the "Registrant") Annual
Report on Form 10-K for the fiscal year ended September 30, 1998, which includes
the consolidated statements of financial condition of the Company and
subsidiaries as of September 30, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1998, together
with the related notes and the report of Elliot, Davis & Company, LLP,
independent auditors dated November 20, 1998 filed with the SEC on December 29,
1998 (File No. 0-23751).

(b) The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended December 31, 1998 and March 31, 1999 (File No. 0-23751), filed
with the SEC on February 16, 1999 and May 17, 1999, respectively.

(c) The description of Registrant's common stock contained in
Registrant's Form 8-A (File No. 0- 23751), as filed with the SEC, pursuant to
Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder,and as incorporated by reference from the
Registrant's Registration Statement on Form S-1 (SEC No. 333-42517) as amended
and declared effective on February 4, 1998.

(d) All documents filed by the Registrant pursuant to Section 13(a) and
(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
filing of a post-effective amendment which deregisters all securities then
remaining unsold.

ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

ITEM 4. DESCRIPTION OF SECURITIES

The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the common stock offered hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

The consolidated statements of financial condition of the Company and
subsidiaries as of September 30, 1998 and 1997, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for
each of the years in the three-year period ended September 30, 1998, together
with the related notes and the report of Elliot, Davis & Company, LLP,
independent certified public accountants, dated November 20, 1998, is
incorporated by reference in this registration statement, have been incorporated
herein in reliance upon the authority of said firm as experts in accounting and
auditing.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Directors and officers of the Registrant are indemnified and held harmless
against liability to the fullest extent permissible by the General Corporation
Law of Delaware as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 16 and 17 of the
Registrant's Certificate of Incorporation provide as follows:

ARTICLE XVI

INDEMNIFICATION

A. Persons. The Corporation shall indemnify, to the extent provided in
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paragraphs B, D or F:

1. any person who is or was a director or officer of the
Corporation; and

2. any person who serves or served at the Corporation's request as a
director, officer, employee, agent, partner or trustee of another corporation,
partnership, joint venture, trust or other enterprise.

B. Extent -- Derivative Suits. In case of a threatened, pending or
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completed action or suit by or in the right of the Corporation against a person
named in paragraph A by reason of his holding a position named in paragraph A,
the Corporation shall indemnify such person if such person satisfies the
standard in paragraph C, for expenses (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred by such person in
connection with the defense or settlement of the action or suit.

C. Standard -- Derivative Suits. In case of a threatened, pending or
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completed action or suit by or in the right of the Corporation, a person named
in paragraph A shall be indemnified only if:

1. such person is successful on the merits or otherwise; or

2. such person acted in good faith in the transaction which is the
subject of the suit or action, and in a manner such person reasonably believed
to be in, or not opposed to, the best interest of the Corporation, including,

but not limited to, the taking of any and all actions in connection with the
Corporation's response to any tender offer or any offer or proposal of another
party to engage in a Business Combination (as defined in Article XIV) not
approved by the board of directors. However, such person shall not be
indemnified in respect of any claim, issue or matter as to which such person has
been adjudged liable to the Corporation unless (and only to the extent that) the
court in which the suit was brought shall determine, upon application, that
despite the adjudication but in view of all the circumstances, such person is
fairly and reasonably entitled to indemnity for such expenses as the court shall
deem proper.

D. Extent -- Nonderivative Suits. In case of a threatened, pending or
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completed suit, action or proceeding (whether civil, criminal, administrative or
investigative), other than a suit by or in the right of the Corporation,
together hereafter referred to as a nonderivative suit, against a person named
in paragraph A by reason of his holding a position named in paragraph A, the
Corporation shall indemnify such person if such person satisfies the standard in
paragraph E, for amounts actually and reasonably incurred by such person in
connection with the defense or settlement of the nonderivative suit, including,
but not limited to (i) expenses (including attorneys' fees), (ii) amounts paid
in settlement, (iii) judgments, and (iv) fines.

E. Standard -- Nonderivative Suits. In case of a nonderivative suit, a
---------------------------------
person named in paragraph A shall be indemnified only if:

1. such person is successful on the merits or otherwise; or

2. such person acted in good faith in the transaction which is the
subject of the nonderivative suit and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the Corporation,
including, but not limited to, the taking of any and all actions in connection
with the Corporation's response to any tender offer or any offer or proposal of
another party to engage in a Business Combination (as defined in Article XIV of
this Certificate) not approved by the board of directors and, with respect to
any criminal action or proceeding, such person had no reasonable cause to
believe his conduct was unlawful. The termination of a nonderivative suit by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
---------------
its equivalent shall not, in itself, create a presumption that the person failed
to satisfy the standard of this paragraph E.2.

F. Determination That Standard Has Been Met. A determination that the
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standard of paragraph C or E has been satisfied may be made by a court or,
except as stated in paragraph C.2 (second sentence), the determination may be
made by:

1. a majority vote of the directors of the Corporation who are not
parties to the action, suit or proceeding, even though less than a quorum; or

2. independent legal counsel (appointed by a majority of the
disinterested directors of the Corporation, whether or not a quorum) in a
written opinion; or

3. the stockholders of the Corporation.

G. Proration. Anyone making a determination under paragraph F may
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determine that a person has met the standard as to some matters but not as to
others, and may reasonably prorate amounts to be indemnified.

H. Advance Payment. The Corporation may pay in advance any expenses
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(including attorneys' fees) which may become subject to indemnification under
paragraphs A through G if (i) the board of directors authorizes the specific
payment and (ii) the person receiving the payment undertakes in writing to repay
the same if it is ultimately determined that such person is not entitled to
indemnification by the Corporation under paragraphs A through G.

I. Nonexclusive. The indemnification and advance of expenses provided by
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paragraphs A through H shall not be exclusive of any other rights to which a
person may be entitled by law, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise.

J. Continuation. The indemnification provided by this Article XVI shall be
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deemed to be a contract between the Corporation and the persons entitled to
indemnification thereunder, and any repeal or modification of this Article XVI
shall not affect any rights or obligations then existing with respect to any
state of facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any such state
of facts. The indemnification and advance payment provided by paragraphs A
through H shall continue as to a person who has ceased to hold a position named
in paragraph A and shall inure to such person's heirs, executors and
administrators.

K. Insurance. The Corporation may purchase and maintain insurance on
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behalf of any director, officer, employee or agent of the Corporation or
subsidiary or affiliate or another corporation, partnership, joint venture,
trust or other enterprise, against any liability incurred by such person in any
such position, or arising out of such person's status as such, whether or not
the Corporation would have power to indemnify such person against such liability
under paragraphs A through H.

L. Savings Clause. If this Article XVI or any portion hereof shall be
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invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer, employee, and
agent of the Corporation as to costs, charges, and expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation to the
full extent permitted by any applicable portion of this Article XVI that shall
not have been invalidated and to the full extent permitted by applicable law.

ARTICLE XVII

ELIMINATION OF DIRECTORS' LIABILITY

A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except: (i) for any breach of the director's duty of loyalty
to the Corporation or its stockholders, (ii) for acts or omissions not made in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which a director derived an improper
personal benefit. If the General Corporation Law of the State of Delaware is
amended after the date of filing of this Certificate to further eliminate or
limit the personal liability of directors, then the liability of a director of
the Corporation shall be eliminated or limited to the fullest extent permitted
by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into
this registration statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

3.1 Certificate of Incorporation of SouthBanc Shares, Inc.1
3.2 Bylaws of SouthBanc Shares, Inc.1
4.1 SouthBanc Shares, Inc. 1998 Stock Option Plan
4.2 SouthBanc Shares, Inc. Management Recognition and Development
Plan
4.3 Perpetual Bank 1997 Stock Option Plan
4.4 Perpetual Bank 1997 Management Recognition and Development
Plan
5.0 Opinion of Muldoon, Murphy & Faucette LLP as to the legality
of the Common Stock registered hereby.
23.1 Consent of Muldoon, Murphy & Faucette LLP (contained in the
opinion included as Exhibit 5)
23.2 Consent of Elliot, Davis & Company, LLP
24 Powers of Attorney (contained on the signature pages).
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1 Incorporated herein by reference from Exhibits 3.1 and 3.2,
respectively, contained in the Registration Statement on Form S-1 (SEC
No. 333-42517), as filed with the SEC.

ITEM 9. UNDERTAKINGS

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 unless the
information required by (i) and (ii) is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference into 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; and

(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.

(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; and

(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 Securities
Act, each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange 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.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in such Act 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 whether such indemnification by it is against public
policy as expressed in such Act will be governed by the final adjudication of
such issue.

SIGNATURES

THE REGISTRANT.

Pursuant to the requirements of the Securities Act of 1933, as amended,
SouthBanc Shares, Inc. 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 Anderson, State of South Carolina, on June 2,
1999.

SouthBanc Shares, Inc.

By:/s/ Robert W. "Lujack" Orr
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Robert W. "Lujack" Orr
President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Orr) constitutes and appoints Robert W. "Lujack" Orr and
Mr. Orr hereby constitutes and appoints Harold A. Pickens, Jr., as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Name Title Date
---- ----- ----

/s/ Robert W. "Lujack" Orr President and Chief Executive June 2, 1999
- ---------------------------- Officer
Robert W. "Lujack" Orr

/s/ Thomas C. Hall Treasurer and Chief Financial June 2, 1999
- ------------------ Officer (principal accounting
Thomas C. Hall officer)

/s/ Harold A. Pickens, Jr. Chairman of the Board June 2, 1999
- --------------------------
Harold A. Pickens, Jr.

/s/ Jack F. McIntosh Director June 2, 1999
- --------------------
Jack F. McIntosh

/s/ Charles W. Fant, Jr. Director June 2, 1999
- ------------------------
Charles W. Fant, Jr.

/s/ Cordes G. Seabrook, Jr. Director June 2, 1999
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Cordes G. Seabrook, Jr.

/s/ Richard C. Ballenger Director June 2, 1999
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Richard C. Ballenger

/s/ F. Stevon Kay Director June 2, 1999
- -----------------
F. Stevon Kay

/s/ Jim Gray Watson Director June 2, 1999
- -------------------
Jim Gray Watson

/s/ Martha S. Clamp Director June 2, 1999
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Martha S. Clamp