As filed with the Securities and Exchange Commission on May 11, 2010

Registration No. 333-162317

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PAB BANKSHARES, INC.

Georgia		6022		58-1473302
(State or Other Jurisdiction of		(Primary Standard Industrial		(IRS Employer
Incorporation or Organization)		Classification Number)		Identification Number)

3250 North Valdosta Road
Valdosta, Georgia 31602
(229) 241-2775
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Donald J. Torbert, Jr.
President and Chief Executive Officer
PAB Bankshares, Inc.
3250 North Valdosta Road
Valdosta, Georgia 31602
(229) 241-2775
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Thomas O. Powell		J. Brennan Ryan
David W. Ghegan		Charles D. Vaughn
Troutman Sanders LLP		Nelson Mullins Riley & Scarborough LLP
600 Peachtree Street, N.E., Suite 5200		201 17th Street NW, Suite 1700
Atlanta, Georgia 30308		Atlanta, Georgia 30363
(404) 885-3000		(404) 322-6000

     Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

     If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: o

     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: o

     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: o

     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: o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

				Proposed
				Maximum
	Title of each Class of			Aggregate			Amount of
	Securities to be Registered			Offering Price(1)			Registration Fee(2)
	Common Stock, no par value per share			$92,000,000			$6,559.60

     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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

SUBJECT TO COMPLETION, DATED MAY 11, 2010

PRELIMINARY PROSPECTUS

$80,000,000 of Common Stock

[•] Shares of Common Stock

     We are offering $80,000,000 of our common stock. The number of shares that we will offer will be determined based on the public offering price per share. Our common stock is listed on the NASDAQ Global Select Market under the symbol “PABK.” The last reported sales price of our common stock on May 10, 2010 was $2.52 per share. Assuming an offering price of $[•] per share, we are offering [•] shares of our common stock.

     Investing in our common stock involves risks. You should read the “Risk Factors” section beginning on page 16 before you make your investment decision.

		Per Share				Total
Public Offering Price		$				$	80,000,000
Underwriting Discount(1)		$				$
Proceeds, before expenses, to PAB Bankshares, Inc.		$				$

     The underwriters have the option to purchase up to [•] additional shares of common stock at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus solely to cover over-allotments, if any.

     Our shares of common stock are unsecured, not deposits, savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

     The underwriters expect to deliver the common stock on or about [•], 2010 only in book-entry form through the facilities of The Depository Trust Company.

		BB&T Capital Markets

The date of this prospectus is [•], 2010.

TABLE OF CONTENTS

Summary			1
Selected Consolidated Financial Data			12
Risk Factors			16
Cautionary Note Regarding Forward-Looking Statements			26
Use of Proceeds			28
Capitalization			29
Price Range of Our Common Stock and Dividend Information			30
Security Ownership of Certain Beneficial Owners and Management			31
Description of Capital Stock			33
Underwriting			34
Experts			36
Legal Matters			37
Incorporation by Reference			37
EX-1.1
EX-5.1
EX-23.1

ABOUT THIS PROSPECTUS

     You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell shares of common stock in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since the date of this prospectus.

     In this prospectus, we rely on and refer to information and statistics regarding the banking industry and the banking markets in Georgia and Florida. We obtained this market data from independent publications or other publicly available information.

     No action is being taken in any jurisdiction outside the United States to permit a public offering of our shares of common stock or possession or distribution of this prospectus in such a jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

     Unless the context indicates otherwise, all references in this prospectus to “PAB,” “we,” “us” and “our” refer to PAB Bankshares, Inc. and our wholly owned subsidiary, The Park Avenue Bank, except that in the discussion of our capital stock and related matters, these terms refer solely to PAB Bankshares, Inc. and not to its subsidiary. All references to the “Bank” refer to The Park Avenue Bank only.

 i 

(1)		Based on an assumed offering price of $[•] per share (which is the last reported sales price of our common stock on the NASDAQ Global Select Market on May [•], 2010).
(2)		The number of shares of common stock that will be outstanding after the closing of this offering includes 13,795,040 shares of common stock outstanding as of May 10, 2010, but does not include:

*		2007 and prior periods adjusted for 2% stock dividend paid on July 15, 2008.
**		Nonbrokered deposits exclude time deposits and brokered deposits placed in the CDARS programs.
n/m means “not meaningful”

*		The term “net carrying value” represents the book value of the loan less any allocated allowance for loan losses.

*		2007 and prior periods adjusted for 2% stock dividend paid on July 15, 2008.
**		As of March 31, 2010 and for all prior periods, we do not have and have not previously had at any year end any preferred stock outstanding. As a result, tangible equity and tangible common equity are the same.

RISK FACTORS

     An investment in our common stock involves a high degree of risk. In evaluating an investment in the common stock, you should consider carefully the risks described below, which discuss the most significant factors that affect an investment in our common stock, together with the other information included or incorporated by reference in this prospectus, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2009 and the risks we have highlighted in other sections of this prospectus. If any of the events described in the following risk factors actually occurs, or if additional risks and uncertainties not presently known to us or that we currently deem immaterial, materialize, then our business, results of operations and financial condition could be materially adversely affected. The risks discussed below include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements.

Risks Related to Our Company

We have entered into a written agreement with our regulators that requires us to take specified actions.

     On July 14, 2009, we entered into a Written Agreement with the Federal Reserve Bank of Atlanta and the Georgia Department of Banking and Finance. The failure to comply with the terms of the Written Agreement could result in significant enforcement actions against us of increasing severity, up to and including a regulatory takeover of our bank subsidiary. Under the terms of the Written Agreement, the Bank has prepared and submitted written plans and reports to the regulators that address the following items: strengthening the Bank’s credit risk management practices; improving loan underwriting and loan administration; improving asset quality, including improving the Bank’s position on problem loans through repayment, additional collateral or other means; reviewing and revising as necessary the Bank’s allowance for loan and lease losses policy; maintaining sufficient capital at the Bank; revising and implementing a profitability plan and comprehensive budget to improve and sustain the Bank’s earnings; and improving the Bank’s liquidity position and funds management practices. We may supplement these plans and reports in the future in response to comments and requests from our regulators. In addition, we may have to agree to maintain higher capital ratios than we currently maintain.

     While the Written Agreement remains in place, we may not pay dividends and take certain other actions, and we may not increase debt or redeem any shares of our stock without the prior written consent of the regulators. The Bank’s regulators have considerable discretion in whether to grant required approvals, and we may not be able to obtain those approvals if requested, which would affect our ability to resume payments of dividends or distributions in the future.

     If we fail to comply with the terms of our Written Agreement, the regulators have broad authority to take additional actions against PAB, including assessing civil fines and penalties, imposing cease and desist orders and removing officers and directors, as well as taking control of the Bank.

Difficult market conditions and economic trends have adversely affected our industry and our business and may continue to do so.

     Our business has been directly affected by market conditions, trends in industry and finance, legislative and regulatory changes, and changes in governmental monetary and fiscal policies and inflation, all of which are beyond our control. Beginning in the second half of 2007 and continuing into 2010, the financial markets were highlighted by significant volatility associated with subprime mortgages, including adverse impacts on credit quality and liquidity within the financial markets. As a result of this significant downturn, we have experienced dramatic declines in the housing market with decreasing home prices and increasing delinquencies and foreclosures, which have negatively impacted the credit performance of our loans and resulted in increases in the level of our nonperforming assets and charge-offs of problem loans. At the same time, competition among depository institutions for deposits has increased significantly. Bank and bank holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets compared to recent years. These market conditions and the tightening of credit have led to increased deficiencies in our loan portfolio, increased market volatility and widespread reduction in general business activity.

     As a result of the negative developments in the financial industry, new federal and state laws and regulations regarding lending and funding practices and liquidity standards have been enacted, and bank regulatory agencies have been, and are expected to continue to be, aggressive in responding to concerns and trends identified in examinations. Difficult market conditions and the impact of the new legislation in response to those developments could restrict our business operations, including our ability to originate loans. If the communities in which we

operate do not recover and grow as anticipated or if prevailing economic conditions locally or nationally do not improve, our business may continue to be negatively impacted. The current economic downturn, increase in unemployment, and other events that have negatively affected household and/or corporate incomes both nationally and locally have decreased the demand for loans and our other products and services and have increased the number of customers who fail to pay interest or principal on their loans. Furthermore, if the economy improves in the future, we may not benefit from any market growth or favorable economic conditions in our market areas if they do occur.

Due to our high concentration of loans secured by real estate, deteriorating conditions in our North Georgia and Florida markets have adversely affected us and may continue to do so, leading to higher loan charge-offs or an increase in our provision for loan losses.

     As of March 31, 2010, approximately 87% of our total loans were secured by real estate. In 2007, the housing and real estate sectors in our markets experienced an economic downturn that accelerated through 2009 and has continued in 2010. The downturn has most affected us in our North Georgia market, particularly on the south side of Atlanta, and in our Florida market. We had a significant presence in residential construction and development lending in both of these markets. At March 31, 2010, approximately 46% of our residential construction and development loans, 27% of our residential mortgages and approximately 61% of our nonperforming assets were in our North Georgia markets, while approximately 15% of our residential construction and development loans, 6% of our residential mortgages and 20% of our nonperforming assets were in our Florida market. The majority of our customers who were residential builders carried inventories of lots for new construction. The supply of vacant, developed lots has increased dramatically as the number of new building permits and housing starts decreased. In addition to residential real estate, we also have a significant amount of commercial real estate loans, which began experiencing significant weakness during the third quarter of 2009. Banking regulators consider a bank to have a concentration if its total commercial real estate loans exceed 300% of regulatory capital. At March 31, 2010, our level of commercial real estate loans accounted for 530% of our total regulatory capital, representing a concentration in commercial real estate lending.

     Between August 2008 and April 2010, the FDIC placed over 60 Georgia- and Florida-based financial institutions into receivership, and we believe that others will be placed in receivership in the future. The subsequent sale of the assets of these financial institutions at depressed prices could continue to negatively affect the value of our real estate collateral and other real estate owned. We believe that it may take more than five years for the market to fully absorb the existing lot inventories in some areas on the south side of the Atlanta market. If economic conditions continue to worsen or deteriorate, it could lead to additional charge-offs and further increases in our allowance for loan losses.

If our allowance for loan losses is not sufficient to cover actual loan losses, or if credit delinquencies increase, our losses could increase.

     Our success depends, to a significant extent, on the quality of our assets, particularly loans. Like other financial institutions, we face the risk that our customers will not repay their loans, that the collateral securing the payment of those loans may be insufficient to assure repayment, and that we may be unsuccessful in recovering the remaining loan balances. The risk of loss varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower over the term of the loan and, for many of our loans, the value of the real estate and other assets serving as collateral. Management makes various assumptions and judgments about the collectibility of our loan portfolio after considering these and other factors. Based in part on those assumptions and judgments, we maintain an allowance for loan losses in an attempt to cover any loan losses that may occur. In determining the size of the allowance, we also rely on an analysis of our loan portfolio based on historical loss experience, volume and types of loans, trends in classification, delinquencies and non-accruals, national and local economic conditions and other pertinent information, including the results of external loan reviews. Despite our efforts, our loan assessment techniques may fail to properly account for potential loan losses, and, as a result, our established loan loss reserves may prove insufficient. If we are unable to generate income to compensate for these losses, they could have a material adverse effect on our operating results.

     In addition, federal and state regulators periodically review our allowance for loan losses and may require us to increase our allowance for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Higher charge-off rates and an increase in our allowance for loan losses may hurt our overall financial performance and may increase our cost of funds. For the quarter ended March 31, 2010, we recorded $2.0 million as a provision for loan losses, which was consistent with the $1.75 million recorded during the same period in 2009. For the year ended December 31, 2009, we recorded $51.19 million as a provision for loan losses,

compared to $18.05 million recorded in 2008. The increase was due primarily to the $37.8 million increase in the level of nonperforming loans during 2009. Although we expect to continue to increase our allowance for loan losses in 2010, our allowance may not be adequate to cover future loan losses given current and future market conditions.

We are subject to extensive regulation that could limit or restrict our activities and adversely affect our earnings.

     We operate in a highly regulated industry and are subject to examination, supervision and comprehensive regulation by various federal and state agencies. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. Our failure to comply with these requirements can lead to, among other remedies, administrative enforcement actions, termination or suspension of our licenses, rights of rescission for borrowers, and class action lawsuits. Many of these regulations are intended to protect depositors, the public and the FDIC rather than shareholders. The laws and regulations applicable to the banking industry are changing rapidly to reflect the government’s concerns about the economy and the banking system, and these changes may adversely affect our business and profitability. Changes to statutes, regulations or regulatory policies, and the interpretation and implementation of new statutes, regulations or policies could affect us in substantial and unpredictable ways, including limiting the types of financial services and products we may offer and/or increasing the ability of nonbanks to offer competing financial services and products.

     In addition, like other registrants, we are subject to the requirements of the Sarbanes-Oxley Act of 2002. Failure to have in place adequate programs and procedures could cause us to have gaps in our internal control environment, putting PAB and its shareholders at risk of loss.

     These and other potential changes in government regulation or policies could increase our costs of doing business and could adversely affect our operations and the manner in which we conduct our business.

Recent legislative and regulatory initiatives to address the current difficult market and economic conditions may not achieve the desired effect.

     Beginning in October 2008, a host of legislation has been enacted in response to the financial crises affecting the banking system and financial markets and the threats to investment banks and other financial institutions. These include the following:

	•		On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act (“EESA”), under which the U.S. Treasury Department has the authority, among other things, to purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions under the Troubled Asset Relief Program for the purpose of stabilizing and providing liquidity to the U.S. financial markets.
	•		On October 14, 2008, the Treasury Department announced the Capital Purchase Plan under the EESA pursuant to which it would purchase senior preferred stock and warrants to purchase common stock from participating financial institutions.
	•		On November 21, 2008, the FDIC adopted a Final Rule with respect to its Temporary Liquidity Guarantee Program pursuant to which the FDIC will guarantee certain “newly-issued unsecured debt” of banks and certain holding companies and also guarantee, on an unlimited basis, non-interest bearing bank transaction accounts.
	•		On February 10, 2009, the Treasury Department announced the Financial Stability Plan under the EESA, which is intended to further stabilize financial institutions and stimulate lending across a broad range of economic sectors.
	•		On February 18, 2009, President Obama signed the American Recovery and Reinvestment Act, a broad economic stimulus package that included additional restrictions on, and potential additional regulation of, financial institutions.
	•		On March 18, 2009, the Federal Reserve announced its decision to purchase as much as $300 billion of long-term treasuries in an effort to maintain low interest rates.
	•		On March 23, 2009, the Treasury Department announced the Public-Private Investment Program, which will purchase real estate related loans from banks and securities from the broader markets, and is intended to create a market for those distressed debt and securities.

     Each of these programs was implemented to help stabilize and provide liquidity to the financial system. However, the long-term effect that these or any other governmental program may have on the financial markets or our business or financial performance is unknown. A continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock.

Regulatory reform of the U.S. banking system may adversely affect us.

     On June 17, 2009, the Obama Administration announced a comprehensive plan for regulatory reform of the financial services industry. The plan set forth five separate initiatives that will be the focus of the regulatory reform, including requiring strong supervision and appropriate regulation of all financial firms, strengthening regulation of core markets and market infrastructure, strengthening consumer protection, strengthening regulatory powers to effectively manage failing institutions and improving international regulatory standards and cooperation.

     Other recent developments include:

	•		the Federal Reserve’s proposed guidance on incentive compensation policies at banking organizations;
	•		proposals to limit a lender’s ability to foreclose on mortgages or make such foreclosures less economically viable, including by allowing Chapter 13 bankruptcy plans to “cram down” the value of certain mortgages on a consumer’s principal residence to its market value and/or reset interest rates and monthly payments to permit defaulting debtors to remain in their home; and
	•		accelerating the effective date of various provisions of the Credit Card Accountability Responsibility and Disclosure Act of 2009, which restrict certain credit and charge card practices, require expanded disclosures to consumers and provide consumers with the right to opt out of interest rate increases (with limited exceptions).

     These initiatives may increase our expenses or decrease our income by, among other things, making it harder for us to foreclose on mortgages. Further, the overall effects of these and other legislative and regulatory efforts on the financial markets remain uncertain and these efforts may even have unintended harmful consequences on the U.S. financial system and our business. Should these or other legislative or regulatory initiatives have unintended effects, our business, financial condition, results of operations and prospects could be materially and adversely affected.

     In addition, we may need to modify our strategies and business operations in response to these changes. We may also incur increased capital requirements and constraints or additional costs to satisfy new regulatory requirements. Given the volatile nature of the current market and the uncertainties underlying efforts to mitigate or reverse disruptions, we may not timely anticipate or manage existing, new or additional risks, contingencies or developments in the current or future environment. Our failure to do so could materially and adversely affect our business, financial condition, results of operations and prospects.

Our net interest income has been and could continue to be negatively affected by the lower level of short-term interest rates, recent developments in the credit and real estate markets and competition in our primary market area.

     As a financial institution, our earnings significantly depend on our net interest income, which is the difference between the income that we earn on interest-earning assets, such as loans and investment securities, and the expense that we pay on interest-bearing liabilities, such as deposits and borrowings. Therefore, any change in general market interest rates, including changes resulting from changes in the Federal Reserve’s fiscal and monetary policies, affects us more than non-financial institutions and can have a significant effect on our net interest income and net income.

     The Federal Reserve reduced interest rates on three occasions in 2007 by a total of 100 basis points, to 4.25%, and by another 400 basis points, to a range of 0% to 0.25%, during 2008. Rates remained steady in 2009. A significant portion of our loans, including residential construction and development loans and other commercial loans, bears interest at variable rates. The interest rates on a significant part of these loans decrease when the Federal Reserve reduces interest rates, while the interest that we earn on our assets may not change in the same amount or at the same rates. Accordingly, increases in interest rates may reduce our net interest income. In addition, an increase in interest rates may decrease the demand for consumer and commercial credit, including real estate loans, which are a major component of our loan portfolio.

Furthermore, increases in interest rates will add to the expenses of our borrowers, which may adversely affect their ability to repay their loans with us.

     Changes in the level of interest rates also may negatively affect our ability to originate real estate loans, the value of our assets and our ability to realize gains from the sale of our assets, all of which ultimately affect our earnings. A decline in the market value of our assets may limit our ability to borrow additional funds or result in our lenders requiring additional collateral from us under our loan agreements. As a result, we could be required to sell some of our loans and investments under adverse market conditions, upon terms that are not favorable to us, to maintain our liquidity. If those sales are made at prices lower than the recorded amounts of the investments and loans, we will incur losses. Changes in Federal Reserve Board policies and laws are beyond our control.

     Increased nonperforming loans and the decrease in interest rates reduced our net interest income during 2008, 2009 and the first quarter of 2010 and could cause additional pressure on net interest income in future periods. This reduction in net interest income may also be exacerbated by the high level of competition that we face in our primary market area in South Georgia. Any significant reduction in our net interest income could negatively affect our business and could have a material adverse impact on our capital, financial condition and results of operations.

We may fail to complete the proposed sale of our five South Georgia branches or realize the anticipated benefits of the disposition.

     The proposed sale of our five South Georgia branches is subject to a variety of conditions, including customary closing conditions and regulatory approvals for both the buyer and us. All regulatory approvals have been received from the appropriate regulators. However, the parties may be unable to satisfy all of the remaining closing conditions. Even if we sell the braches as we expect, we may not realize the anticipated benefits to our capital and earnings.

We face strong competition from other financial services providers.

     We operate in competitive markets for the products and services we offer. The competition among financial services providers to attract and retain customers is strong. Customer loyalty can be easily influenced by a competitor’s new products, especially offerings that could provide cost savings or a higher return to the customer. Some of our competitors may be better able to provide a wider range of products and services over a greater geographic area. We compete with commercial banks, credit unions, savings and loan associations, mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds, and other mutual funds, as well as other super-regional, national and international financial institutions that operate in our market areas and elsewhere. Moreover, this competitive industry could become even more competitive as a result of legislative, regulatory and technological changes and continued consolidation. Many of our competitors have fewer regulatory constraints and some have lower cost structures. While we believe we can and do successfully compete with these other financial institutions in our market areas, we may face a competitive disadvantage as a result of our smaller size, lack of geographic diversification and inability to spread our marketing costs across a broader market.

As of March 31, 2010, we are not considered “well capitalized” by our banking regulators. As a result, we are unable to access brokered deposits, which may adversely affect our liquidity and our ability to meet our obligations, including the payout of deposit accounts.

     As of March 31, 2010, the Bank did not meet the regulatory capital ratios required to meet “well-capitalized” standards. As of March 31, 2010, the Bank had a Total Capital to Risk Weighted Assets ratio of 8.1% and a Tier 1 Capital to Average Assets ratio of 4.5%, which were below the “well-capitalized” standards of 10.0% and 5.0%, respectively. Because we do not have sufficient capital to maintain our “well capitalized” status, we are unable to renew any brokered certificates of deposit or attract new brokered certificates of deposit without prior regulatory approval. As of March 31, 2010, we had approximately $114 million in brokered deposits, which represented approximately 10.7% of our total deposits, a reduction from 18.39% as of December 31, 2008. If we are unable to continue to attract deposits and maintain sufficient liquidity, our ability to meet our obligations, including the payout of deposit accounts, may be adversely affected. If our liquidity becomes severely impaired and we are unable to meet our financial obligations, including the payout of deposit accounts, our banking regulators may subject the Bank to regulatory enforcement action, including receivership.

If we were to suffer loan losses similar to those predicted by a SCAP test, those losses could have a material adverse effect on our results of operation, our capital and the price, and market for, our common stock.

     The federal banking regulators, in connection with the Federal Reserve’s Supervisory Capital Assessment Program, or SCAP, administered a stress test to the nation’s 19 largest U.S. bank holding companies during the first quarter of 2009. Neither the Federal Reserve nor any other bank regulatory authority has administered a SCAP test to test our loan portfolio. The SCAP test attempts to assess the near-term capital needs of a company using a two-year cumulative loan loss assumption under two scenarios, a “baseline” scenario that assumes a consensus forecast for certain economic variables and a “more adverse” than expected scenario to project a more significant downturn. These scenarios use the assumptions developed by the Federal Reserve with input from the 19 largest U.S. bank holding companies and therefore do not reflect specific adjustments based on more current economic data reflective of the market areas in which our loans are located or the specific characteristics of our loan portfolio. We conducted our SCAP test in 2009 based on our loan portfolio as of December 31, 2008. After applying the SCAP methodology to our loan portfolio, our potential cumulative loan losses over the next two years under either scenario of the SCAP test would be significantly higher than the level of loan losses we have incurred historically. Results of our hypothetical stress test project $63 million of potential losses under the two-year cumulative loss “more adverse” SCAP scenario.

     The results of the SCAP test involve many assumptions about the economy and future loan losses and default rates, and may not accurately reflect the impact on our financial condition if the economy does not improve or continues to deteriorate. Any continued deterioration of the economy could result in credit losses that are significantly higher than we have historically experienced or those that may be predicted by the SCAP test. Accordingly, if we were to suffer loan losses similar or higher in amounts to those that were predicted by the SCAP test, these losses could have a material adverse effect on our results of operation and on the price and market for our stock. In addition, these losses could reduce our capital and thus require us to seek additional capital on unfavorable terms.

Departures of our key personnel may harm our ability to operate successfully.

     Our success has been and continues to depend largely on the services of our senior management team, including our senior loan officers, and our board of directors, many of whom have significant relationships with our customers. In addition, like many financial institutions, our junior loan officers have not experienced an economic downturn of this magnitude and are less knowledgeable about dealing with credit risk in a troubled market. As a result, particularly in the current economic environment, our success will depend, to a significant extent, on the continued service of our key senior personnel. The unexpected loss of any additional members of our senior management team could have an adverse effect on our financial condition and results of operations. We cannot be assured of the continued service of our senior management team or our board of directors.

Our new executive team may not be able to successfully work together to meet our business objectives, which would adversely affect our business.

     During our recent management restructuring, a significant number of our executive officers were promoted to positions of greater responsibility. Since their promotion, the new management team has devoted substantial efforts to significantly change our business strategy and related activities. While this new management team has previously worked together at PAB and the Bank, they have not worked together in their new positions and may not be able to successfully implement our strategy in this difficult economic environment. The failure of the new management team to address our new business objectives and strategy could materially adversely affect our business and our future operating results.

We may need to raise additional capital in the future, but that capital may not be available when we need it or may be dilutive.

     We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. We may at some point need to raise additional capital to support our operations and any future growth, as well as to protect against any further deterioration in our loan portfolio.

     Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time and on our financial performance. Recently, the volatility and disruption in the capital and credit markets have reached unprecedented levels. In some cases, the markets have produced downward pressure on stock prices and

credit availability for certain issuers without regard to those issuers’ underlying financial strength. If current levels of market disruption and volatility continue or worsen, our ability to raise additional capital may be disrupted. If we cannot raise additional capital when needed, our results of operations and financial condition may be adversely affected, and our banking regulators may subject the Bank to regulatory enforcement action, including receivership. In addition, the issuance of additional shares of our common stock will dilute the ownership interest of our common shareholders.

Diminished access to alternative sources of liquidity could adversely affect our net income, net interest margin and overall liquidity.

     We have historically had access to a number of alternative sources of liquidity, but given the recent and dramatic downturn in the credit and liquidity markets, we may not be able to obtain liquidity on terms that are favorable to us, or at all. As noted above, we are presently unable to renew any brokered certificates of deposit or attract new brokered certificates of deposit without prior regulatory approval. In addition, financial institutions may be unwilling to extend credit to banks because of concerns about the banking industry and the economy generally, and there may not be a viable market for raising equity capital. If our access to these sources of liquidity is diminished, or if it is only available on unfavorable terms, then our net income, net interest margin and overall liquidity could be adversely affected.

Fluctuations in our expenses and other costs may hurt our financial results.

     Our expenses and other costs, such as operating and marketing expenses, directly affect our earnings results. In light of the extremely competitive environment in which we operate, and because the size and scale of many of our competitors provides them with increased operational efficiencies, we must successfully manage those expenses. As our business develops, changes or expands, additional expenses can arise.

Higher FDIC deposit insurance premiums and assessments could adversely affect our financial condition.

     FDIC insurance premiums increased substantially in 2009, and we expect to pay significantly higher FDIC premiums in the future. As the large number of recent bank failures continues to deplete the Deposit Insurance Fund, the FDIC adopted a revised risk-based deposit insurance assessment schedule in February 2009, which raised deposit insurance premiums. The FDIC also implemented a five basis point special assessment of each insured depository institution’s assets minus Tier 1 capital as of June 30, 2009. This special assessment amount was capped at 10 basis points times the institution’s assessment base for the second quarter of 2009. The amount of our special assessment on September 30, 2009 was approximately $600,000. In addition, the FDIC required financial institutions, such as the Bank, to prepay their estimated quarterly risk-based assessments for the fourth quarter of 2009 and for all of 2010 through and including 2012 to re-capitalize the Deposit Insurance Fund, although the FDIC exempted the Bank from this prepayment requirement. The rule also provides for increasing the FDIC-assessment rates by three basis points effective January 1, 2011. Our FDIC insurance premiums were approximately $882,000 in the first quarter of 2010. If FDIC deposit insurance premiums and assessments continue to increase, it could adversely affect our financial condition.

We must respond to rapid technological changes, which may be more difficult or expensive than anticipated.

     If our competitors introduce new products and services embodying new technologies, or if new industry standards and practices emerge, our existing product and service offerings, technology and systems may become obsolete. Further, if we fail to adopt or develop new technologies or to adapt our products and services to emerging industry standards, we may lose current and future customers, which could have a material adverse effect on our business, financial condition and results of operations. The financial services industry is changing rapidly, and to remain competitive, we must continue to enhance and improve the functionality and features of our products, services and technologies. These changes may be more difficult or expensive than we anticipate.

Our directors and executive officers own a significant portion of our common stock.

     Our directors and executive officers, as a group, beneficially owned approximately 29% of our outstanding common stock as of March 31, 2010. As a result of their ownership, our directors and executive officers currently have the ability, by voting their shares in concert, to significantly influence the outcome of all matters submitted to our shareholders for approval, including the election of directors. Following this offering, however, our directors and executive officers will likely own a much smaller portion of our common stock. Accordingly, their ability to significantly influence the outcome of matters submitted to our shareholders for approval will likely be significantly diminished.

Risks Related to this Offering and our Common Stock

Our common stock trading volume has been low compared with larger bank holding companies.

     The trading volume in our common stock on the NASDAQ Global Select Market has generally been lower than other similarly sized bank holding companies since our shares began trading on the NASDAQ Global Select Market. Furthermore, this trading volume does not compare with more seasoned companies listed on other stock exchanges. Thus, the market in our common stock is somewhat limited in scope relative to some other companies, and a more active and liquid trading market for our common stock may not develop in the future. As a result, it may be more difficult for you to sell a substantial number of shares for the same price at which you could sell a smaller number of shares.

     Sales of substantial amounts of common stock in the market, or the potential for large amounts of sales in the market, may cause the price of our common stock to decline or impair our future ability to raise capital through sales of our common stock.

The price of our common stock may fluctuate significantly, which may make it difficult for you to resell common stock at times or at prices you find favorable.

     Our stock price has been volatile in the past, and several factors could cause the price to fluctuate substantially in the future. These factors include:

	•		actual or anticipated variations in earnings;
	•		changes in analysts’ recommendations or projections;
	•		our announcements of developments related to our businesses;
	•		operating and stock performance of other companies deemed to be peers;
	•		actions by government regulators;
	•		new technology used or services offered by traditional and non-traditional competitors; and
	•		news reports of trends, concerns and other issues related to the financial services industry.

     Our stock price may fluctuate significantly in the future, and these fluctuations may be unrelated to our performance. General market price declines or market volatility in the future could adversely affect the price of our common stock, and the current market price of our common stock may not be indicative of future market prices.

     In addition, in recent months, the stock market in general has experienced extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies and particularly those in the financial services and banking sector, including for reasons unrelated to their operating performance. These broad market fluctuations may adversely affect our stock price, notwithstanding our operating results.

If we fail to continue to meet all applicable continued listing requirements of the NASDAQ Global Select Market and NASDAQ determines to delist our common stock, the market liquidity and market price of our common stock could decline, and our ability to access the capital markets could be negatively affected.

     Our common stock is listed on the NASDAQ Global Select Market. To maintain that listing, we must satisfy minimum financial and other continued listing requirements. For example, NASDAQ rules require that we maintain a minimum bid price of $1.00 per share for our common stock. Our common stock has recently traded near this minimum bid price requirement, and it may fall below the requirement in the future. If our stock price falls below $1.00 or we fail to meet other requirements for continued listing on the NASDAQ Global Select Market, and we are unable to cure the events of noncompliance in a timely or effective manner, our common stock could be delisted from the NASDAQ Global Select Market. If our common stock were threatened with delisting from the NASDAQ Global Select Market, we may, depending on the circumstances, seek to extend the period for regaining compliance with NASDAQ listing requirements by moving our common stock to the NASDAQ Capital Market. If our common stock is not eligible for quotation on another market or exchange, trading of our common stock could be conducted

in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink OTC Markets or the OTC Bulletin Board. In that event, it could become more difficult to dispose of, or obtain accurate quotations for the price of, our common stock, and there would likely also be a reduction in our coverage by the news media, which could cause the price of our common stock to decline further. In addition, the delisting of our common stock from a national exchange could materially adversely affect our access to the capital markets, and any limitation on market liquidity or reduction in the price of our common stock as a result of that delisting could adversely affect our ability to raise capital, if needed, on terms acceptable to us or at all.

This offering will substantially dilute the ownership of our existing shareholders, and the ownership of our common stock may change significantly.

     We intend to raise significant capital through this offering. Our directors and executive officers and individuals who reside in our markets currently hold a significant percentage of our common stock. Upon the successful completion of this offering, existing shareholders will be substantially diluted unless they purchase shares in this offering in an amount proportional to their existing ownership. As a result, following this offering a significant portion of our common stock will likely be held by individuals and institutions outside of our market area whose interests may differ significantly from our current shareholders. In addition, one or more individuals or institutions may seek to acquire a significant percentage of ownership in our common stock in this offering, subject to applicable regulatory approvals. If this occurs, those shareholders may be able to exert influence over management and affairs requiring shareholder approval, including approval of significant corporate transactions. Those shareholders may have interests that differ from those of our current shareholder base, and they may vote in a way with which our current shareholders disagree. Any concentration of ownership in our common stock may have the effect of delaying, preventing or deterring a change of control, depriving shareholders of an opportunity to receive a premium for their common stock as part of a sale of PAB or may ultimately affect the market price of our common stock.

Because our management will have broad discretion over the use of the net proceeds from the offering, you may not agree with how we use the proceeds, and we may not invest the proceeds successfully.

     We currently anticipate that we will use the net proceeds of this offering to improve our regulatory capital position, to invest in the Bank to improve its regulatory capital position and to retain the remainder of any proceeds at PAB for general corporate purposes. Our management may allocate the proceeds among these purposes as it deems appropriate. In addition, market factors may require our management to allocate portions of the proceeds for other purposes. Accordingly, you will be relying on the judgment of our management with regard to the use of the proceeds from this offering, and you will not have the opportunity, as part of your investment decision, to assess whether we are using the proceeds appropriately. We may invest the proceeds in a way that does not yield a favorable, or any, return for us.

We suspended payment of dividends during the third quarter of 2008 and currently are not permitted to declare or pay any dividend without the prior written approval of our regulators. As a result, capital appreciation, if any, of our common stock may be your sole opportunity for gains on your investment for the foreseeable future.

     In the third quarter of 2008, we suspended payment of dividends on our common stock. In addition, as a result of the Written Agreement, we are not permitted to declare or pay any dividend without the prior written approval of our regulators. As a result, we currently cannot declare a dividend on our common shares. We do not expect to be granted a waiver or be released from this restriction until our financial performance improves significantly. Assuming our regulators permit us to pay dividends in the future, our ability to pay dividends will be limited by regulatory restrictions and the need to maintain sufficient consolidated capital. Holders of our common stock are only entitled to receive the dividends that our board of directors declares out of funds legally available for those payments.

If, as a result of this offering or otherwise, an entity holds as little as a 5% interest in our outstanding securities, that entity could, under certain circumstances, be subject to regulation as a “bank holding company.”

     Any entity, including a “group” composed of natural persons, owning or controlling with the power to vote 25% or more of our outstanding securities, or 5% or more if the holder otherwise exercises a “controlling influence” over us, may be subject to regulation as a “bank holding company” in accordance with the Bank Holding Company Act of 1956, as amended (the “BHC Act”). In addition, (a) any bank holding company or foreign bank with a U.S. presence may be required to obtain the approval of the Federal Reserve under the BHC Act to acquire or retain 5%

or more of our outstanding securities and (b) any person not otherwise defined as a company by the BHC Act and its implementing regulations may be required to obtain the approval of the Federal Reserve under the Change in Bank Control Act to acquire or retain 10% or more of our outstanding securities. Becoming a bank holding company imposes statutory and regulatory restrictions and obligations, such as providing managerial and financial strength for its bank subsidiaries. Regulation as a bank holding company could require the holder to divest all or a portion of the holder’s investment in our securities or those nonbanking investments that may be deemed impermissible or incompatible with bank holding company status, such as a material investment in a company unrelated to banking.

We may issue additional securities in the future, which would dilute your ownership if you did not, or were not permitted to, invest in the additional issuances.

     In the future, we may seek to raise capital through offerings of our common stock, preferred stock, securities convertible into common stock, or rights to acquire such securities or our common stock. Under our amended and restated articles of incorporation, we have additional authorized shares of common stock and preferred stock that we can issue from time to time at the discretion of our board of directors, without further action by the shareholders, except where shareholder approval is required by law or the NASDAQ Global Select Market. The issuance of any additional shares of common stock, preferred stock or convertible securities could be substantially dilutive to shareholders of our common stock. Moreover, to the extent that we issue restricted stock, restricted stock units, stock options, stock appreciation rights, options, or warrants to purchase our common stock in the future (such as the warrants issued to the investors in the Private Placements) and those awards, rights, options, or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. By modifying the warrants that were issued to the investors in the Private Placements, we will be increasing the number of shares of common stock that are able to be purchased upon exercise of the warrants and decreasing the exercise price of the warrants which will make it more likely that the warrants will be exercised. Holders of our shares of common stock have no preemptive rights that entitle them to purchase their pro-rata shares of any offering of shares of any class or series and, therefore, our shareholders may not be permitted to invest in future issuances of our common stock and as a result will be diluted.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain statements contained in, or incorporated by reference into, this prospectus are “forward-looking statements” within the meaning of the federal securities laws, including, without limitation, statements regarding our outlook on earnings, asset quality, projected growth, capital position, our plans regarding our nonperforming assets, business opportunities in our markets and economic conditions, and are based upon management’s beliefs as well as assumptions made based on data currently available to management. When we use words like “believe,” “intend,” “plan,” “may,” “continue,” “project,” “would,” “expect,” “estimate,” “could,” “should,” “will” and similar expressions, you should consider them as identifying forward-looking statements. These forward-looking statements are not guarantees of future performance, and a variety of factors could cause our actual results to differ materially from the anticipated or expected results expressed in these forward-looking statements. Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. The following list, which is not intended to be an all-encompassing list of risks and uncertainties affecting us, summarizes several factors that could cause our actual results to differ materially from those anticipated or expected in these forward-looking statements:

	•		general economic conditions (both generally and in our markets) may be less favorable than expected, resulting in, among other things, a continued deterioration in credit quality, a further reduction in demand for credit and/or a further decline in real estate values;
	•		the results of our most recent internal stress test may not accurately predict the adverse effects on our financial condition if the economy were to continue to deteriorate;
	•		the general decline in the real estate and lending market, particularly the market areas surrounding metropolitan Atlanta, may continue to negatively affect our financial results;
	•		our ability to raise additional capital may be impaired if current levels of market disruption and volatility continue or worsen;
	•		restrictions or conditions imposed by our regulators on our operations, including the terms of our written agreement with the Federal Reserve Board, may make it more difficult for us to achieve our goals;
	•		legislative or regulatory changes, including changes in accounting standards and compliance requirements, may adversely affect the businesses in which we are engaged;
	•		competitive pressures among depository and other financial institutions may increase significantly;
	•		changes in the interest rate environment may reduce margins or the volumes or values of the loans we make;
	•		competitors may have greater financial resources and develop products that enable those competitors to compete more successfully than we can;
	•		our ability to attract and retain key personnel can be affected by the increased competition for experienced employees in the banking industry;
	•		adverse changes may occur in the bond and equity markets;
	•		war or terrorist activities may cause further deterioration in the economy or cause instability in credit markets;
	•		we may not close the sale of five of our South Georgia branches when we anticipate or at all;
	•		economic, governmental or other factors may prevent the projected population, residential and commercial growth in the markets in which we operate; and
	•		we will or may continue to face the risk factors discussed from time to time in the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2009.

     We undertake no obligation to, and we do not intend to, update or revise these statements following the date of this filing, whether as a result of new information, future events or otherwise, except as may be required by law.

     All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, please read the “Risk Factors” section of this prospectus. Any forward-looking statement speaks only as of the date that the statement was made, and, except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement to reflect events or circumstances after the date on which we made the statement or to reflect the occurrence of unanticipated events.

USE OF PROCEEDS

     We estimate that the net proceeds to us from the sale of our common stock in this offering, after deducting the underwriting discount and our estimated offering expenses, will be approximately $74.65 million. If the underwriters exercise their over-allotment option in full, we estimate that our net proceeds will be approximately $85.93 million. For purposes of calculating the net proceeds of this offering, we have assumed that no shares will be sold to our officers and directors. We intend to use the proceeds of this offering to improve our regulatory capital position, to invest in the Bank to improve its regulatory capital position and to retain the remainder of any proceeds at PAB for general corporate purposes. We believe a strengthened capital position will provide us with the flexibility to address our nonperforming assets, whether we choose to dispose of those assets or hold them until market conditions improve, as well as positioning us to take advantage of long-term strategic opportunities that may become available to us after our financial condition and economic conditions improve.

     Our management will retain broad discretion in deciding how to allocate the net proceeds of this offering. Until we designate the use of the net proceeds, we will invest them temporarily in liquid short-term securities. The precise amounts and timing of our use of the net proceeds will depend upon market conditions and the availability of other funds, among other factors.

CAPITALIZATION

     The following table shows our:

	•		historical consolidated capitalization at March 31, 2010;
	•		pro forma consolidated capitalization after giving effect to the sale of our five South Georgia branches; and
	•		pro forma consolidated capitalization after giving effect to the sale of five of our South Georgia branches and to give effect to the sale of [Ÿ] shares of common stock at an assumed offering price of $[Ÿ] per share, after deducting estimated underwriting discounts and commissions of [Ÿ]% (assuming that no shares will be sold to our officers and directors) and estimated offering costs and expenses of $550,000 to be paid by us.

     For the purposes of this Capitalization section, we determined the assumed number of shares by dividing (x) $80,000,000 that we anticipate raising in this offering, excluding any shares that may be sold upon the underwriters’ exercise of the over-allotment option, by (y) an assumed offering price of $[Ÿ] per share, which is the last reported sales price of our common stock on May [Ÿ], 2010. The actual number of shares sold in this offering will be determined by dividing (x) $80,000,000 by (y) the public offering price as mutually determined by the underwriters and us.

     You should read this table in conjunction with “Selected Historical Consolidated Financial Data” and with our consolidated financial statements and the notes to those financial statements included in the documents incorporated by reference in this prospectus.

		As of March 31, 2010
		(unaudited)
		(in thousands)
										Pro Forma
						Pro Forma				Branch Sale &
		Actual				Branch Sale				Offering(1)
Long-term debt:
Trust preferred securities		$	10,310			$	10,310			$	[•]
Total long-term debt			10,310				10,310				[•]
Stockholders’ equity:
Preferred Stock, no par value; authorized 1,500,000 shares; no shares issued; no shares issued and outstanding pro forma			—				—				—
Common Stock1, no par value; authorized 98,500,000 shares; 13,795,040 shares issued and outstanding; [•] shares issued and outstanding pro forma			1,217				1,217				[•]
Surplus			37,466				37,466				[•]
Retained earnings			5,964				6,364				[•]
Accumulated other comprehensive income			1,373				1,373				[•]
Total stockholders’ equity			46,020				46,420				[•]
Per share data:
Common shares outstanding			13,795,040				13,795,040				[•]
Tangible book value per common share		$	3.34			$	3.37			$	[•]
Capital ratios:
Tangible common equity to tangible assets			3.7	%			4.0	%			[•]	%
Tangible equity to tangible assets			3.7	%			4.0	%			[•]	%
Leverage ratio			4.4	%			4.8	%			[•]	%
Tier 1 risk-based capital ratio			6.6	%			7.0	%			[•]	%
Total risk-based capital ratio			7.9	%			8.4	%			[•]	%

PRICE RANGE OF OUR COMMON STOCK AND DIVIDEND INFORMATION

     Our common stock is listed for quotation on the NASDAQ Global Select Market under the symbol “PABK.” As of May 10, 2010, we had 13,795,040 shares of common stock outstanding and approximately 2,137 shareholders of record. The last reported sales price of our common stock on May 10, 2010 was $2.52 per share.

     The table below provides, for the periods indicated, the high and low sales price per share of our common stock, as quoted on the NASDAQ Global Select Market, and the cash dividends declared per share.

		Year Ending												Year Ended												Year Ended
		December 31, 2010												December 31, 2009												December 31, 2008
		Low				High				Dividend				Low				High				Dividend				Low				High				Dividend
1st Quarter		$	1.05			$	2.65				*	*		$	1.98			$	4.90				*	*		$	11.59			$	14.02			$	0.142
2nd Quarter		$	1.76	(1)		$	3.12	(1)			—			$	2.51			$	4.20				*	*		$	8.33			$	14.40			$	0.093	*
3rd Quarter			—				—				—			$	2.35			$	3.69				*	*		$	6.66			$	9.02				*	*
4th Quarter			—				—				—			$	1.06			$	3.35				*	*		$	3.87			$	6.95				*	*

     In the third quarter of 2008, we suspended payment of dividends on our common stock. Further, under the terms of the Written Agreement, we are not permitted to declare or pay any dividend without the prior written approval of our regulators. As a result, we currently cannot declare a dividend on our common shares. We do not expect to be granted a waiver or be released from this restriction until our financial performance improves significantly. Assuming our regulators permit us to pay dividends in the future, our ability to pay dividends will be limited by regulatory restrictions and the need to maintain sufficient consolidated capital. Holders of our common stock are only entitled to receive the dividends that our board of directors declare out of funds legally available for those payments. We can provide no assurances regarding whether, and if so when, we will be able to resume payments of dividends in the future.

     In addition, on September 4, 2009, we began exercising our right to defer quarterly interest payments on our Floating Rate Junior Subordinated Debentures we issued to PAB Bankshares Capital Trust, a statutory business trust created for the sole purpose of issuing trust preferred securities and investing the proceeds in the debentures. We expect to defer the interest payments indefinitely. During this period of deferral, we are precluded from paying dividends on our common stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          The following table sets forth certain information regarding the shares of our common stock owned as of April 30, 2010, (a) by each person who beneficially owned more than 5% of the shares of our common stock, (b) by each of our directors and named executive officers, and (c) by all of our directors and executive officers as a group.

		Number of				Percentage
Name of Beneficial Owner(1)		Shares				Ownership(2)
R. Bradford Burnette			221,353	(3)			1.45
Dewar Family, L.P.			1,659,310	(4)			10.88
James L. Dewar, Jr.			2,932,616	(5)			19.22
R. Wesley Fuller			87,667	(6)			*
James W. Godbee, Jr.			38,626	(7)			*
Michael H. Godwin			98,025	(8)			*
GreenSky Trade Credit, LLC			1,240,000	(9)			8.13
David H. Hammond			4,064	(10)			*
George D. Henderson			68,043	(11)			*
Judith S. Kelly			26,442	(12)			*
Thompson Kurrie, Jr.			63,472	(13)			*
James B. Lanier, Jr.			54,256	(14)			*
John E. Mansfield, Jr.			155,495	(15)			1.02
Kennith D. McLeod			217,216	(16)			1.42
Douglas W. McNeill			243,340	(17)			1.60
Paul E. Parker			82,626	(18)			*
F. Ferrell Scruggs, Sr.			134,604	(19)			*
Nicole S. Stokes			5,953	(20)			*
Donald J. Torbert, Jr.			43,724	(21)			*
All directors and executive officers as a group (17 persons)			4,477,522				29.36

DESCRIPTION OF CAPITAL STOCK

General

     Our amended and restated articles of incorporation authorize us to issue up to 300,000,000 shares of common stock, no par value per share, and 10,000,000 shares of preferred stock, no par value per share. As of May 10, 2010, there were 13,795,040 shares outstanding of our common stock, all of which were validly issued, fully paid and nonassessable.

     On September 9, 2009, our board of directors designated and issued, through the Private Placements, shares of two series of preferred stock entitled Contingent Convertible Perpetual Non-Cumulative Series A Preferred Stock and Contingent Convertible Perpetual Non-Cumulative Series B Preferred Stock. All of the preferred stock we issued in the Private Placements has converted into shares of our common stock, and no shares of preferred stock are currently outstanding.

     All shares of our common stock are entitled to share equally in dividends from funds legally available therefor, when, as and if declared by our board of directors. All shares of our common stock, upon our liquidation, dissolution or winding-up, whether voluntary or involuntary, shall be entitled to share equally and ratably in all of our assets legally available for distribution to the shareholders after payment of all of the our debts and liabilities and the liquidation preference of any outstanding preferred stock.

     Each share of our common stock is entitled to one vote in all matters that may be presented to the shareholders. The shares of our common stock are not convertible into any other security, nor are the shares subject to any call, assessment or redemption. There are no sinking fund provisions with respect to the shares of our common stock. The holders of the shares of our common stock do not have preemptive rights to subscribe to authorized but unissued shares of common stock.

Anti-Takeover Provisions

     The provisions of Georgia law and our amended and restated articles of incorporation and amended and restated bylaws, summarized below, may have anti-takeover effects, or may delay, defer or otherwise hinder a tender offer or other takeover attempt, including those attempts that might result in a premium over the market price for shares of common stock, or may make removal of our management more difficult.

          Authorized but Unissued Stock. Authorized but unissued shares of our common stock and preferred stock are available for issuance upon approval by our board of directors without further approval by our shareholders, except where shareholder approval is required by law or the NASDAQ Global Select Market. These shares are available for issuance for a range of corporate purposes, which may include public offerings to raise additional capital, acquisitions and employee benefits. Additionally, our board of directors could issue shares of stock to persons deemed friendly to our management, which may have the effect of discouraging or otherwise making more difficult an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

          Board of Directors. Our amended and restated bylaws provide that the number of directors shall be fixed from time to time by the majority vote of our directors, but may not be fewer than nine. Currently, there are 11 directors. Our amended and restated articles of incorporation and amended and restated bylaws divide the board of directors into three classes of directors serving staggered three-year terms. Because of these provisions, approximately one-third of our board of directors is elected at each annual meeting of the shareholders. Together with the ability of the remaining directors to fill vacancies, an effect of the classified board of directors may make it more difficult for shareholders to alter the composition of our board of directors. It may require at least two annual meetings of shareholders for our shareholders to change a majority of the directors, whether or not a majority of our shareholders believes that such a change would be desirable.

Transfer Agent and Registrar

     Registrar and Transfer Company serves as the transfer agent for our common stock. Its address is 10 Commerce Drive Cranford, NJ 07016 and its phone number is (908) 497-2300.

Listing

     Our common stock is listed on the NASDAQ Global Select Market under the ticker symbol “PABK.”

UNDERWRITING

     We are offering the shares of our common stock described in this prospectus in an underwritten offering in which Sandler O’Neill & Partners, L.P. is acting as representative of the underwriters. We will enter into an underwriting agreement with Sandler O’Neill & Partners, L.P., acting as representative of the underwriters named below, with respect to the common stock being offered. Subject to the terms and conditions contained in the underwriting agreement, each underwriter has agreed to purchase the representative number of shares of our common stock set forth opposite its name below being offered by this prospectus:

		Number
		of Shares
Sandler O’Neill & Partners, L.P.
BB&T Capital Markets, a division of Scott & Stringfellow, LLC
Total

     The underwriting agreement provides that the underwriters’ obligation to purchase shares of our common stock depends on the satisfaction of the conditions contained in the underwriting agreement, including:

	•		the representations and warranties made by us are true and agreements have been performed;
	•		there is no material adverse change in the financial markets or in our business; and
	•		we deliver customary closing documents.

     Subject to these conditions, the underwriters are committed to purchase and pay for all shares of our common stock offered by this prospectus, if any such shares are purchased. However, the underwriters are not obligated to take or pay for the shares of our common stock covered by the underwriters’ over-allotment option described below, unless and until that option is exercised.

     Over-Allotment Option. We have granted the underwriters an option, exercisable no later than 30 days after the date of the underwriting agreement, to purchase up to an aggregate of the number of additional shares of common stock equal to 15% of the total shares sold in the offering at the public offering price, less the underwriting discount set forth on the cover page of this prospectus. Based on an assumed offering price of $[•] per share (which is the last reported sales price of our common stock on the NASDAQ Global Select Market on May [•], 2010), the over-allotment option will allow the underwriters to purchase up to [•] additional shares. We will be obligated to sell these shares of common stock to the underwriters to the extent the over-allotment option is exercised. The underwriters may exercise this option only to cover over-allotments, if any, made in connection with the sale of our common stock offered by this prospectus.

     Commissions and Expenses. The underwriters propose to offer our common stock directly to the public at the offering price set forth on the cover page of this prospectus and to dealers at the public offering price less a concession not in excess of $[•] per share. The underwriters may allow, and the dealers may re-allow, a concession not in excess of $[•] per share on sales to other brokers and dealers. After the public offering of our common stock, the underwriters may change the offering price, concessions and other selling terms.

     The following table shows the per share and total underwriting discount and commissions that we will pay to the underwriters and the proceeds we will receive before expenses. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares of our common stock.

Total Without

Total With Full

Over-Allotment

Over-Allotment

Per Share

Exercise

Exercise

Public offering price

Underwriting discount(1)

Proceeds to us (before expenses)

     In addition to the underwriting discount, we will reimburse the underwriters for their reasonable out-of-pocket expenses up to $200,000, incurred in connection with their engagement as underwriters, regardless of whether this offering is consummated, including, without limitation, legal fees and expenses, marketing, syndication and travel

expenses. We estimate that the total expenses of this offering, exclusive of the underwriting discounts and commissions, will be approximately $550,000 (including the $200,000 in reimbursable expenses described above), and are payable by us.

     Indemnity. We have agreed to indemnify the underwriters, and persons who control the underwriters, against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of these liabilities.

     Right of First Refusal. We have granted Sandler O’Neill & Partners, L.P. during the term of its engagement and for a period of twelve months thereafter a right of first refusal to act as:

	•		lead manager or lead placement agent, as the case may be, in connection with any subsequent capital raising transactions; and
	•		financial advisor in connection with any merger, consolidation, reorganization or other business combination, or the acquisition, directly or indirectly, by a second party of more than 33.4% of our capital stock, or all or a substantial portion of our assets, by way of a tender or exchange offer, whether effected in one transaction or a series of transactions.

     During this period, if we pursue a capital raising transaction or business combination with the assistance of another lead manager, lead placement agent or financial advisor, as the case may be, and Sandler O’Neill & Partners, L.P. is not offered its right of first refusal, Sandler O’Neill & Partners, L.P. will be entitled to a payment for the waiver or termination of the right of first refusal, which will be negotiated at that time and will be in accordance with market and competitive practices.

     Lock-Up Agreement. We and each of our directors and executive officers, have agreed, for a period of 90 days after the date of this prospectus, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to sell, make any short sale or otherwise dispose of or hedge, directly or indirectly, any common shares or securities convertible into, exchangeable or exercisable for any common shares or warrants or other rights to purchase our common shares or other similar securities without, in each case the prior written consent of Sandler O’Neill & Partners, L.P. These restrictions are expressly agreed to preclude us, and our executive officers and directors, from engaging in any hedging or other transactions or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of our common shares, whether the transaction would be settled by delivery of common shares or other securities, in cash or otherwise. The 90-day restricted period described above will be automatically extended if (1) during the period that begins on the date that is 15 calendar days plus three business days before the last day of the 90-day restricted period, we issue an earnings release or material news or a material event relating to us occurs or (2) before the expiration of the 90-day restricted period, we announce we will release earnings results or become aware that material news or a material event will occur during the 16-day period beginning on the last day of the 90-day restricted period, in which case the restricted period will continue to apply until the expiration of the period ending on the date that is 15 calendar days plus three business days after the date on which the earnings release is issued or the material news or material event related to us.

     Stabilization. In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

	•		Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.
	•		Over-allotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position that may be either a covered short position or a naked short position. In a covered short position, the number of shares of common stock over-allotted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position,

			the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.
	•		Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.
	•		Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

     These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the NASDAQ Global Select Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

     Passive Market Making. In connection with this offering, the underwriters and selected dealers, if any, who are qualified market makers on the NASDAQ Global Select Market, may engage in passive market making transactions in our common stock on the NASDAQ Global Select Market in accordance with Rule 103 of Regulation M under the Securities Act. Rule 103 permits passive market making activity by the participants in our common stock offering. Passive market making may occur before the pricing of our offering, or before the commencement of offers or sales of our common stock. Each passive market maker must comply with applicable volume and price limitations and must be identified as a passive market maker. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for the security. If all independent bids are lowered below the bid of the passive market maker, however, the bid must then be lowered when purchase limits are exceeded. Net purchases by a passive market maker on each day are limited to a specified percentage of the passive market maker’s average daily trading volume in the common stock during a specified period and must be discontinued when that limit is reached. The underwriters and other dealers are not required to engage in passive market making and may end passive market making activities at any time.

     Our Relationship with the Underwriters. Sandler O’Neill & Partners, L.P. and some of its affiliates, have performed and expect to continue to perform financial advisory and investment banking services for us in the ordinary course of their businesses, and have received, and may continue to receive, compensation for those services. We paid Sandler O’Neill & Partners, L.P., total commissions of approximately $280,000 for its services as placement agent for the Private Placements.

     Our common stock is being offered by the underwriters, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of certain legal matters by counsel for the underwriters and other conditions.

EXPERTS

     The consolidated financial statements of PAB as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, appearing in PAB’s Annual Report on Form 10-K for the year ended December 31, 2009 have been incorporated by reference herein in reliance upon the report of Mauldin & Jenkins, LLC, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

LEGAL MATTERS

     The validity of the issuance of the shares of common stock offered hereby will be passed upon for us by Troutman Sanders LLP, Atlanta, Georgia. Certain legal matters relating to the sale of the common stock offered hereby will be passed upon for the underwriters by Nelson Mullins Riley & Scarborough LLP, Atlanta, Georgia.

INCORPORATION BY REFERENCE

     We file annual, quarterly and current reports, proxy statements and other information with the SEC, which allows us to “incorporate by reference” the information we file with it. This means that we can disclose important information to you by referring you to those documents filed separately with the SEC. The information we incorporate by reference is an important part of this prospectus. We incorporate by reference the documents listed below, except to the extent that any information contained in those documents is deemed “furnished” in accordance with SEC rules. The documents we incorporate by reference include:

•

Annual Report on Form 10-K for the year ended December 31, 2009;

	•		Quarterly Report on Form 10-Q for the quarter ended March 31, 2010; and

	•		Current Reports on Form 8-K filed January 29, 2010, February 25, 2010, March 10, 2010 (solely with respect to Item 5.03 and Exhibit 3.1 included therein) and April 29, 2010.

     Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this prospectus modifies or is contrary to that previous statement. Any statement so modified or superseded will not be deemed a part of this prospectus except as so modified or superseded.

     You may request a copy of any of these filings at no cost, by writing or telephoning us at the following address or telephone number:

PAB Bankshares, Inc.
3250 North Valdosta Road
Valdosta, Georgia 31602
(229) 241-2775

     We have filed with the SEC a registration statement under the Securities Act with respect to the common stock offered hereby. As permitted by the rules and regulations of the SEC, this prospectus does not contain all the information set forth in the registration statement. Such information can be examined without charge at the public reference facilities of the SEC located at 100 F. Street, N.E., Washington, D.C. 20549, and copies of such material can be obtained from the SEC at prescribed rates. The SEC telephone number is 1-800-SEC-0330. In addition, the SEC maintains a web site (www.sec.gov) that contains periodic reports, proxy and information statements and other information regarding registrants that file electronically with the SEC, including us. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions of the material terms of, and should be read in conjunction with, such contract or document.

     In addition, we make available, without charge, through our website, www.pabbankshares.com, electronic copies of our filings with the SEC, including copies of annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these filings, if any. Information on our website should not be considered a part of this prospectus, and we do not intend to incorporate into this prospectus any information contained in our website.

$80,000,000 of Common Stock

[•] Shares of Common Stock

PROSPECTUS

		BB&T Capital Markets

[•], 2010

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.		Other Expenses of Issuance and Distribution.

SEC registration fee		$	6,560
FINRA filing fee		$	9,000
NASDAQ Global Select Market listing fee		$	5,000
*Accounting fees and expenses		$	50,000
*Legal fees and expenses		$	250,000
*Printing and engraving expenses		$	25,000
*Miscellaneous		$	204,440	(1)
*Total		$	550,000

Item 14. Indemnification of Directors and Officers.

     Under our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, each of our directors and officers has the right to be indemnified by us to the maximum extent permitted by law against (i) actual and reasonable expenses incurred in connection with any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding seeking to hold the person liable by reason of his or her actions in such capacity and (ii) actual and reasonable payments made by the person in connection with the defense or settlement of such action or suit, subject to certain limitations. This right to indemnification includes the right to the advancement of reasonable expenses by us, to the maximum extent permitted by law.

     Pursuant to the Georgia Code, a Georgia corporation has the power to indemnify its directors and officers provided that they act in good faith and reasonably believe that their conduct was lawful and in the corporation’s best interest (or not opposed thereto), as set forth in the Georgia Code. Under the Georgia Code, a corporation must indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer, against reasonable expenses incurred by the director or officer in connection with the proceeding. The Georgia Code permits a corporation to pay for or reimburse reasonable expenses in advance of final disposition of an action, suit or proceeding only upon: (i) the director’s certification that he or she acted in good faith and in the corporation’s best interest (or not opposed thereto); and (ii) the director furnishing a written undertaking to repay the advance if it is ultimately determined that he or she did not meet this standard of conduct.

     Under our Amended and Restated Articles of Incorporation, no director of PAB will be liable to us or our shareholders for monetary damages for breach of his or her fiduciary duty as a director, to the maximum extent permitted by law.

     The Georgia Code also empowers a corporation to provide insurance for directors and officers against liability arising out of their positions, even though the insurance coverage may be broader than the corporation’s power to indemnify. We maintain directors and officers’ liability insurance for the benefit of our directors and officers.

Item 15. Recent Sales of Unregistered Securities.

     PAB Bankshares, Inc. announced on September 9, 2009 that it completed two Private Placements of an aggregate $13,412,000 of additional capital that are being used to support the operations of The Park Avenue Bank, PAB’s wholly owned banking subsidiary (the “Bank”). The Private Placements included approximately $8.3 million of PAB’s “Series A Contingent Convertible Perpetual Non-cumulative Preferred Stock,” no par value per share (the “Series A Preferred Stock”), along with an additional approximate $5.1 million of PAB’s “Series B Contingent Convertible Perpetual Non-cumulative Preferred Stock,” no par value per share (the “Series B Preferred Stock”). The terms of the Series A Preferred Stock are more fully described in “Item 1.01 Entry into a Material

Definitive Agreement” of PAB’s Current Report on Form 8-K filed March 10, 2009, which is incorporated herein by reference, and are contained in the Articles of Amendment filed as Exhibit 3.1 to the same Current Report on Form 8-K. The terms of the Series B Preferred Stock are more fully described in “Item 1.01 Entry into a Material Definitive Agreement” of PAB’s Current Report on Form 8-K filed September 15, 2009, which is incorporated herein by reference, and are contained in the Articles of Amendment filed as Exhibit 3.1 to the same Current Report on Form 8-K.

     As a result of shareholder approval of the issuance of more than 20% of our outstanding common stock upon conversion of the preferred stock that we obtained at our 2009 Annual Meeting of Shareholders held on June 23, 2009, both series of the preferred stock were immediately converted into shares of common stock at a conversion price of $3.00 per share. Also, upon conversion, the investors received warrants to purchase additional shares of common stock equal to 30% of the aggregate value of their investment. Accordingly, no shares of the Series A Preferred Stock or Series B Preferred Stock are outstanding.

     PAB conducted the Private Placements of the Series A Preferred Stock and the Series B Preferred Stock to the investors in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act, afforded by Section 4(2) thereunder, and, in particular, the safe harbor provisions afforded by Regulation D (“Regulation D”), as promulgated thereunder. Each of the investors represented to PAB that he or she is an “accredited investor” as defined in Rule 501(a) of Regulation D.

     PAB paid the placement agent for the Private Placements, Sandler O’Neill & Partners, L.P., total commissions of approximately $280,000. PAB is using and expects to use the net proceeds of the Private Placements, which it estimates to be approximately $12.6 million, to increase the Bank’s capital and for general corporate purposes.

Item 16.		Exhibits and Financial Statement Schedules.

Exhibit
Number		Description
1.1*		Form of Underwriting Agreement
2.1		Purchase and Assumption Agreement between HeritageBank of the South and The Park Avenue Bank dated as of February 23, 2010 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed February 25, 2010).
3.1		Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009).
3.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed May 18, 2009).
4.1		Amended and Restated Trust Agreement among PAB Bankshares, Inc., as Depositor, Wilmington Trust Company, as Property Trustee and Delaware Trustee, and the Administrative Trustees named therein dated as of October 5, 2006 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed October 6, 2006).
4.2		Junior Subordinated Indenture between PAB Bankshares, Inc. and Wilmington Trust Company, as Trustee dated as of October 5, 2006 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed October 6, 2006).
4.3		Guarantee Agreement between PAB Bankshares, Inc., as Guarantor, and Wilmington Trust Company, as Guarantee Trustee dated as of October 5, 2006 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed October 6, 2006).
4.4***		Specimen Certificate for Shares of Common Stock.
5.1*		Opinion of Troutman Sanders LLP.

Exhibit
Number		Description
10.1		PAB Bankshares, Inc. Fourth Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007).
10.2		PAB Bankshares, Inc. 1994 Employee Stock Option Plan, as amended (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
10.3		Form of Executive Salary Continuation Agreement, with attached Schedule of Terms (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).
10.4		PAB Bankshares, Inc. 1999 Stock Option Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-8 (No. 333-137316) filed with the Commission on September 14, 2006).
10.5		Rescission Agreement, dated December 31, 2001, by and between R. Bradford Burnette and the Registrant (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).
10.6		PAB Bankshares, Inc. Employee and Director Stock Purchase Program, dated July 1, 2002 and amended March 25, 2003 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.7		Employment Agreement, dated May 1, 2008, by and between M. Burke Welsh, Jr., the Bank and the Registrant (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed May 5, 2008).
10.8		Employment Agreement, dated January 1, 2003, by and between R. Wesley Fuller and the Bank (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.8.1		First Amendment to Employment Agreement, dated May 1, 2008, by and between R. Wesley Fuller and the Bank (incorporated by reference to Exhibit 10.10.1 to the Registrant’s Current Report on Form 8-K filed May 5, 2008).
10.9		Employment Agreement, dated January 1, 2003, by and between Donald J. Torbert, Jr. and the Bank (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002).
10.9.1		First Amendment to Employment Agreement, dated August 26, 2003, by and between Donald J. Torbert, Jr. and the Bank (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2003).
10.9.2		Second Amendment to Employment Agreement, dated May 1, 2008, by and between Donald J. Torbert, Jr. and the Bank (incorporated by reference to Exhibit 10.11.2 to the Registrant’s Current Report on Form 8-K filed May 5, 2008).
10.10		Employment Agreement, dated May 1, 2008, by and between George D. Henderson, the Bank and the Registrant (incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form 8-K filed May 5, 2008).
10.11		Written Agreement with the Federal Reserve Bank of Atlanta and the Georgia Department of Banking and Finance, dated July 14, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed July 20, 2009).

Exhibit
Number		Description
10.12		Form of Amendment to Investment Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009).
10.13		Compensatory Arrangement with Thompson Kurrie, Jr. dated April 28, 2009, the terms of which are described on the Registrant’s Current Report on Form 8-K dated April 28, 2009 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009).
10.14		Employment Termination Agreement among PAB Bankshares, Inc., The Park Avenue Bank and M. Burke Welsh, Jr., dated April 6, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 7, 2009).
10.15		Consulting Agreement among PAB Bankshares, Inc., The Park Avenue Bank and M. Burke Welsh, Jr., dated April 6, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed April 7, 2009).
10.16		Form of Investment Agreement for Series B Preferred Stock (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 15, 2009).
10.17		Employment Agreement, dated October 28, 2008, by and between Nicole S. Stokes, the Bank and the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 1, 2009).
10.18		Form of Investment Agreement for Series A Preferred Stock (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009).
10.19		Form of Amendment to Investment Agreement for Series A Preferred Stock (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009).
21.1		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).
23.1*		Consent of Mauldin & Jenkins, LLC.
24.1***		Power of Attorney.

Item 17. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) 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, 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 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 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.

     (2) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1), or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

     (3) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

SIGNATURES

     Pursuant to 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, thereunto duly authorized, in the City of Valdosta, State of Georgia, on May 11, 2010.

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

Signature		Title		Date
/s/ Donald J. Torbert, Jr.   Donald J. Torbert, Jr.		President and Chief Executive Officer (Principal Executive Officer)		May 11, 2010
/s/ Nicole S. Stokes   Nicole S. Stokes		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		May 11, 2010
*   R. Bradford Burnette		Director		May 11, 2010
*   James L. Dewar, Jr.		Director		May 11, 2010
*   James W. Godbee, Jr.		Director		May 11, 2010
*   Michael H. Godwin		Director		May 11, 2010
*   Thompson Kurrie, Jr.		Director		May 11, 2010
*   James B. Lanier, Jr.		Director		May 11, 2010
*   John E. Mansfield, Jr.		Director		May 11, 2010
*   Kennith D. McLeod		Director		May 11, 2010
*   Douglas W. McNeill		Director		May 11, 2010

Signature		Title		Date
*   Paul E. Parker		Director		May 11, 2010
*   F. Ferrell Scruggs, Sr.		Director		May 11, 2010

* By:		/s/ Donald J. Torbert, Jr.   Attorney-in-fact

EXHIBIT INDEX

Exhibit
Number		Description
1.1		Form of Underwriting Agreement
5.1		Opinion of Troutman Sanders LLP.
23.1		Consent of Mauldin & Jenkins, LLC.