Edgar Filing: COMMUNITY CAPITAL BANCSHARES INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2003
REGISTRATION NO. 333-68307
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________

COMMUNITY CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
______________

GEORGIA 58-2413468
(State or other jurisdiction, (IRS Employer Identification Number)
incorporation or organization)
______________

2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
(229) 446-2265

(Address, including zip code and telephone number, including area code,
of Registrant's principal executive offices)
______________

CHARLES M. JONES
CHIEF EXECUTIVE OFFICER
2815 MEREDYTH DRIVE
ALBANY, GEORGIA 31707
(229) 446-2265
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________

WITH COPY TO:
KATHRYN L. KNUDSON, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(404) 572-6600

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time, at the discretion of the selling stockholders, as soon as practicable
after the effective date of this Registration Statement.
______________

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
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. [ ]
If this Form is a post-effective amendment filed pursuant to Section 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
============================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) FEE(1)
------------------------------------------------------------------------------------------------------------

Common Stock, $1.00 par value 215,989 shares $ 12.75 $ 2,753,860 $ 223
============================================================================================================

(1) Pursuant to Rule 457(c), the proposed maximum offering price and registration fee are based upon the
average of the high and low prices of the common stock on the Nasdaq SmallCap Stock Market on December
17, 2003.

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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PROSPECTUS
----------

215,989 SHARES

COMMUNITY CAPITAL BANCSHARES, INC.

COMMON STOCK
_____________________________________

This Prospectus relates to 215,989 shares of common stock, $1.00 par value
per share, of Community Capital Bancshares, Inc. ("Community Capital," unless
the context states otherwise), which are currently owned by previous
shareholders of First Bank of Dothan, Inc. (the "selling stockholders"). The
shares may be offered by the selling stockholders from time to time in
transactions in the open market, in privately negotiated transactions, in
brokerage transactions or a combination of these methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices. The
shares may be sold to or through broker-dealers, and the broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of the shares for whom the
broker-dealers may act as agents or to whom they sell as principals, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). The selling stockholders also may enter into hedging
transactions in connection with distribution of the shares or otherwise. See
"Plan of Distribution."

The selling stockholders acquired the shares from Community Capital on
November 13, 2003 in connection with the merger of First Bank of Dothan, Inc
("First Bank") with and into a wholly-owned subsidiary of Community Capital.
See "Recent Developments." The selling stockholders may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). See "Selling Stockholders" and "Plan of Distribution."

Community Capital will not receive any proceeds from the sale of the shares
by the selling stockholders. Community Capital has agreed to bear all expenses
(other than selling commissions) in connection with the registration and sale of
the shares covered by this prospectus.

Community Capital's common stock is listed for trading on the Nasdaq
SmallCap Stock Market under the symbol "ALBY." On December 17, 2003, the last
reported sales price of the common stock reported on the Nasdaq SmallCap Stock
Market was $12.75 per share.

THE SHARES OF COMMUNITY CAPITAL COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS
ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK OR SAVINGS ASSOCIATION AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND, THE SAVINGS ASSOCIATION INSURANCE FUND OR ANY OTHER GOVERNMENT AGENCY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRACT IS A CRIMINAL OFFENSE.

______________________________________________

THE DATE OF THIS PROSPECTUS IS ___________, 2003.

RISK FACTORS

IF COMMUNITY CAPITAL DOES NOT SUCCESSFULLY INTEGRATE FIRST BANK INTO ITS
BUSINESS, COMMUNITY CAPITAL MAY NOT REALIZE THE EXPECTED BENEFITS FROM ITS
ACQUISITION OF FIRST BANK.

Community Capital may encounter unforeseen expenses, as well as
difficulties and complications in integrating First Bank's operations with its
overall operations. Community Capital expects that it be able to maintain most
of First Bank's key customers and personnel and integrate First Bank's systems
and procedures with those of Community Capital with a minimal amount of costs
and diversion of management time and attention. If Community Capital is unable
to integrate First Bank in a timely manner or experiences disruptions with First
Bank's customer relationships, the anticipated benefits of the acquisition of
First Bank may not be realized and Community Capital's results of operations may
be adversely affected.

THE TRADING VOLUME IN COMMUNITY CAPITAL'S COMMON STOCK HAS BEEN LOW.

The trading volume in Community Capital's common stock on the Nasdaq
SmallCap Market has been relatively low when compared with larger companies
listed on the Nasdaq SmallCap Market or other stock exchanges. Community
Capital cannot say with any certainty that a more active and liquid trading
market for its stock will develop. Because of this, it may be more difficult
for you to sell a large number of shares for the same price at which a smaller
number of shares may sell.

THE FINANCIAL SERVICES INDUSTRY IS VERY COMPETITIVE.

Community Capital's long-term success depends on its ability to compete
successfully with other financial service providers. Some of Community
Capital's competitors have a broader geographic reach and customer base and
greater access to capital markets. As a result, some of Community Capital's
competitors may be able to provide a broader range of services to their
customers more efficiently than Community Capital can. Community Capital also
competes with smaller community banks and investment advisors with strong ties
to their local communities. As a result, we could experience difficulty in
maximizing our penetration of certain markets.

CHANGES IN THE INTEREST RATE ENVIRONMENT COULD REDUCE COMMUNITY CAPITAL'S
INTEREST MARGINS.

Community Capital's earnings and financial condition depend to a large
degree upon its net interest income, which is the difference between interest
earned from loans and securities and interest paid on deposits and borrowings.
We cannot predict whether interest rates will continue to remain at present
levels. Interest rate spreads may narrow due to changing market conditions and
competitive pricing pressures, and this could adversely affect Community
Capital's earnings and financial condition.

REGULATORY CHANGES COULD ADVERSELY AFFECT COMMUNITY CAPTIAL'S OPERATIONS.

Community Capital and its subsidiary banks are subject to significant
levels of regulatory oversight. Regulators have the ability, should the
situation require, to place significant operational restrictions on Community
Capital and its subsidiary banks. Any restrictions that these regulators impose
could affect Community Capital's profitability.

THE COMPANY

Community Capital is a bank holding company that wholly owns the
outstanding stock of Albany Bank & Trust, a national bank, and First Bank of
Dothan, Inc., a bank chartered under the laws of the State of Alabama. The
banks operate as community banks emphasizing prompt, personalized customer
service to the residents and business located in their market areas.

Albany Bank is located in Albany, Georgia. As of September 30, 2003,
Albany Bank's total assets were $131,474,000, representing an increase of
$22,288,000 from December 31, 2002. The loan portfolio is the largest earning
asset and is the primary source of earnings for Albany Bank. As of September
30, 2003, net loans were $93,490,000, representing a 15.56% increase over the
year-end amount. The assets are primarily funded through deposits from
customers. As of September 30, 2003, total deposits were $101,218,000,
representing a 17.69% increase over the year-end amount. Albany Bank offers a
broad array of competitively priced deposit services including demand deposits,
regular savings accounts, money market deposits, certificates of deposit and
individual retirement accounts. Albany Bank also provides cash management
services, safe-deposit boxes, travelers' checks, direct deposit, automatic
drafts, and courier services to commercial customers.

First Bank is located in Dothan, Alabama. As of September 30, 2003, First
Bank's total assets were approximately $26,000,000. The loan portfolio is the
largest earning asset and is the primary source of earnings for First Bank. As
of September 30, 2003, net loans were approximately $17,700,000. The assets are
primarily funded through deposits from customers. As of September 30, 2003,
total deposits were approximately $23,500,000. First Bank provides corporate
and retail banking services, including checking accounts, regular savings
accounts, money market deposits, certificates of deposit and individual
retirement accounts.

RECENT DEVELOPMENTS

On November 13, 2003 Community Capital acquired First Bank by means of a
merger of First Bank with and into Community Capital Interim, Inc., an Alabama
corporation and subsidiary of Community Capital formed solely to facilitate the
merger, pursuant to an Agreement and Plan of Merger dated as of July 2, 2003 and
as amended on August 6, 2003 and September 24, 2003, by and between Community
Capital and First Bank. In the merger, Community Capital issued 215,989 shares
of Community Capital common stock and delivered $1,872,000 in cash to the former
shareholders of First Bank as consideration for all of the outstanding shares of
First Bank. Under the terms of the merger agreement, Community Capital agreed
to register the shares for resale by First Bank's shareholders. This prospectus
forms a part of the registration statement filed with the Securities and
Exchange Commission (the "Commission") pursuant to the registration provisions
of the merger agreement.

USE OF PROCEEDS

Community Capital will not receive any proceeds from the sale of common
stock by the selling stockholders. The selling stockholders will pay any
underwriting discounts and commissions and expenses incurred by the selling
stockholders in disposing of the shares. Community Capital will bear all other
costs, fees and expenses incurred in effecting the registration of the shares
covered by this prospectus, including, without limitation, all registration and
filing fees, Nasdaq SmallCap Stock Market listing fees and fees and expenses of
our counsel and our accountants.

SELLING STOCKHOLDERS

The following table sets forth the number of shares of common stock owned
by the selling stockholders, as of November 13, 2003, which is the same as the
number of shares offered by each shareholder. Each shareholder's beneficial
ownership represents less than 1% of the outstanding shares of Community
Capital, except for the shares owned by the Estate of Oscar Lantinga, which
represent 6.1% of the outstanding shares. Except as described in this
prospectus, the selling stockholders have not held any position or office or had
any other material relationship with Community Capital or any of its
predecessors or affiliates within the past three years. Selling stockholders
J.C. Sorrells, W. Malcomb Dunaway, and Levy H. Ward have each been directors of
First Bank over the last three years.

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NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER OWNED/OFFERED
---------------------------- ----------------

Estate of Oscar Lantinga 100,867
Mac & Co 14,139
Hubert Jackson 13,223
Levy H Ward 12,801
Terry Everett 7,621
Jimmie W Hayborn 7,200
Clarence Manley, Jr 5,760
Wallace Cooley 5,639
Melody J Downs 2,962
Michelle E Downs 2,960
Helon Griffin 2,880
Jack E Wilkes 2,880
Hubert Jackson, Jr 2,286
Fred D Frederick 2,160
M E Averett 1,905
Charlotte Rawlett 1,728
Robert L Cox, Jr 1,440
Adair W Gilbert 1,440
Opal E Haire 1,440
Johnnie Henderson 1,440
Hudson Office Supply, Inc 1,440
Hazel M Kistler 1,440
W Malcolm Dunaway 1,440
Twila Calhoun 1,349
George T Morgan 1,143
Marty Snell 959
Wanda Smith 876
Izie K Deshazo 864
Thomas W Wilder III 864
John L Gheesling 767
Jim Lovell & Associates, Inc 767
K L Upton 762
Joseph L Whatley 762
Bennie Beckham 720
James W Cook 720
Jennifer Durden 720
William E Durden 720
Maxine V Hurley 720

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NUMBER OF SHARES
NAME OF SELLING STOCKHOLDER OWNED/OFFERED
---------------------------- ----------------
Thurman W May 720
Frank Matson 576
Walton A. Creamer 576
Norma Lantinga 571
Betty Smith 540
J C Sorrells 432
Morris E. Mathews 432
Jack Collier 381
Nathan Greenberg 381
Elizabeth M Hurley 381
Tim Reeves, Custodian 381
Jack Collier 350
Charles I Lay 236
Hubert A Jackson, Jr 228
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TOTAL 215,989
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Community Capital does not know when or in what amounts a selling
stockholder may offer shares for sale. The selling stockholders might not sell
any or all of the shares offered by this prospectus. Because the selling
stockholders may offer all or some of the shares pursuant to this offering and
because there are currently no agreements, arrangements or understandings with
respect to the sale of any of the shares, we cannot estimate the number of the
shares that will be held by the selling stockholders after completion of the
offering. Community Capital has assumed that, after completion of the offering,
none of the shares covered by this prospectus will be held by the selling
stockholders.

PLAN OF DISTRIBUTION

Community Capital is registering the shares of common stock on behalf of
the selling stockholders. As used in this section, "selling stockholders"
includes donees and pledgees selling shares received from a named Selling
Shareholder after the date of this prospectus. All costs, expenses and fees in
connection with the registration of the shares offered by this prospectus will
be borne by Community Capital. Brokerage commissions and similar selling
expenses, if any, attributable to the sale of shares will be borne by the
selling stockholders. Pursuant to this prospectus, the selling stockholders may
sell or distribute up to 215,989 shares of Community Capital common stock from
time to time through dealers or brokers or other agents or directly to one or
more purchasers in a variety of ways, including:

- transactions, which may involve crosses and block transactions, on the
Nasdaq SmallCap Stock Market, where the common shares are listed for
trading;

- privately negotiated transactions;

- in the over-the-counter market;

- in brokerage transactions; or

- in a combination of these types of transactions.

These transactions may be effected by the selling stockholders at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices, or at fixed prices, which may be changed.

The selling stockholders may enter into hedging transactions in connection
with distribution of the shares or otherwise. In such transactions,
broker-dealers or others may engage in short sales of the shares in the course
of hedging the positions they assume with the selling stockholders. The selling
stockholders also may sell shares short and redeliver the shares to close out
such short positions.

The selling stockholders may enter into option, forward sales or other
transactions with broker-dealers or others which may require the delivery to the
broker-dealer of the shares. The broker-dealer or other party may then resell
or otherwise transfer such shares pursuant to this prospectus and the prospectus
supplement. The selling stockholders also may loan or pledge the shares. The
pledgee may sell the shares so loaned, or upon a default the pledgee may sell
the pledged shares pursuant to this prospectus and the prospectus supplement.

The selling stockholders may also transfer shares that it owns by gift,
and, upon such transfer, the donee would have the same right of sale as the
selling stockholders.

The selling stockholders may effect these transactions by selling shares
directly to purchasers or to or through broker-dealers, which may act as agents
or principals. These broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling stockholders and/or the
purchasers of shares for whom these broker-dealers may act as agents or to whom
they sell as principal, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions).

Any broker-dealers that act in connection with the sale of shares may be
deemed "underwriters" within the meaning of Section 2(11) of the Securities Act,
and any commissions received by these broker-dealers or any profit on the resale
of the shares sold by them while acting as principals may be deemed to be
underwriting discounts or commissions under the Securities Act. Community
Capital has agreed to indemnify the selling stockholders against specified
liabilities, including liabilities arising under the Securities Act. The
selling stockholders may agree to indemnify any agent, dealer or broker-dealer
that participates in transactions involving sales of the shares against
specified liabilities, including liabilities arising under the Securities Act.

If a selling stockholders is deemed to be an "underwriter" within the
meaning of Section 2(11) of the Securities Act, the selling stockholders may be
subject to the prospectus delivery requirements of the Securities Act. We have
informed the selling stockholders that the anti-manipulative provisions of
Regulation M promulgated under the Exchange Act may apply to their sales in the
market.

The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided it meets the criteria and conforms to the requirements of Rule 144.

Upon Community Capital being notified by the selling stockholders that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing:

- the name of the selling stockholders and of the participating
broker-dealer(s);

- the number of shares involved;

- the initial price at which the shares were sold;

- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;

- that the broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus; and

- other facts material to the transactions.

In addition, upon our being notified by the selling stockholders that a donee or
pledgee intends to sell more than 500 shares, a supplement to this prospectus
will be filed.

LEGAL MATTERS

The validity of the issuance of the shares offered by this prospectus has
been passed upon for Community Capital by Powell, Goldstein, Frazer & Murphy
LLP, Atlanta, Georgia.

EXPERTS

The financial statements incorporated in this prospectus by reference from
Community Capital's Annual Report on Form 10KSB for the year ended December 31,
2002, have been audited by Mauldin & Jenkins LLC, independent auditors, as
stated in their report, which is incorporated herein by reference, and have been
so incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION ABOUT COMMUNITY CAPITAL

This prospectus is part of a registration statement on Form S-3 that
Community Capital filed with the Securities and Exchange Commission. Some
information in the registration statement has been omitted from this prospectus
in accordance with SEC rules. Community Capital files annual, quarterly and
special reports, proxy statements and other information with the SEC. You can
read and copy the registration statement as well as reports, proxy statements
and other information Community Capital has filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C.
20549. You can call the SEC at 1-800-732-0330 for further information about the
public reference room. Community Capital is also required to file electronic
versions of these documents with the SEC, which may be accessed through the
SEC's World Wide Web site at http://www.sec.gov. Our common stock is quoted on
The Nasdaq SmallCap Stock Market under the symbol "ALBY." Reports, proxy and
information statements and other information concerning Community Capital may be
inspected at The Nasdaq SmallCap Stock Market at 1735 K Street, NW, Washington,
D.C. 20006.

The SEC allows Community Capital to "incorporate by reference" the
information Community Capital has previously filed with it, which means that
Community Capital can disclose important information to you by referring you to
those documents. All information that Community Capital has incorporated by
reference is available to you in accordance with the above paragraph. The
information incorporated by reference is considered to be a part of this
prospectus, and information that Community Capital files with the SEC subsequent
to the date of this prospectus will automatically update and supersede this
information. Community Capital incorporates by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, until the selling
stockholders have sold all the shares.

The following documents Community Capital has filed with the SEC are
incorporated by reference in this prospectus:

1. Annual Report on Form 10KSB for the fiscal year ended December 31,
2002;

2. Current Report on Form 8-K filed with the SEC on November 6, 2003;

3. Quarterly Report on Form 10QSB for the quarter ended September 30,
2003 and filed with the SEC on November 14, 2003;

4. Quarterly Report on Form 10QSB for the quarter ended June 30, 2003 and
filed with the SEC on August 14, 2003;

5. Quarterly Report on Form 10QSB for the quarter ended March 31, 2003
and filed with the SEC on May 15, 2003, as amended on May 21, 2003;

6. Description of Community Capital's common stock set forth in its
registration statement on Form 8-A filed with the SEC on February 2,
1999.

Community Capital will furnish without charge to you, on written or oral
request, a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any requests for
documents to David J. Baranko, Chief Financial Officer, Community Capital
Bancshares, Inc., 2815 Meredyth Drive, Albany, Georgia 31707, telephone (229)
446-2265.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a statement of estimated expenses incurred in connection
with the shares of Common Stock being registered hereby, other than underwriting
discounts and commissions:

SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . $ 223
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . -
Legal Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . $5,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -
------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,223
======

The foregoing items, except for the SEC Registration Fee, are estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 14-2-851 and 14-2-857 of the Georgia Business Corporation Code
provides that a corporation may indemnify its directors and officers against
civil and criminal liabilities. Directors and officers may be indemnified
against expenses if they acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of the corporation, if they have
not been adjudged liable on the basis of the improper receipt of a personal
benefit and, with respect to any criminal action, if they had no reasonable
cause to believe their conduct was unlawful. A director or officer may be
indemnified against expenses incurred in connection with a derivative suit if he
or she acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
may be made without court approval if such person was adjudged liable for
negligence or misconduct in the performance of his or her duty to the
corporation. Statutory indemnification is not exclusive of any rights provided
by any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

Community Capital's bylaws contain indemnification provisions that provide
that directors and officers of Community Capital will be indemnified against
expenses reasonably incurred by them if they are successful on the merits or
otherwise in the defense of any proceeding or any claim, issue or matter
involved in the proceeding. The indemnification provisions also provide that
Community Capital may indemnify directors and officers when they meet the
applicable standard of conduct, regardless if they are successful in the defense
of the proceeding or claim, issue or matter. The applicable standard of conduct
is met if the director or officer acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of Community
Capital, and with respect to an employee benefit plan, for a purpose the
director believed in good faith to be in the interests of the participants and
beneficiaries of the plan. The standard of conduct with respect to any criminal
action or proceeding is met if the director had no reasonable cause to believe
his or her conduct was unlawful. Whether the applicable standard of conduct has
been met is determined by the Board of Directors, the stockholders or
independent legal counsel in each specific case.

Community Capital may also provide for greater indemnification than that
set forth in its bylaws if it chooses to do so, subject to approval by Community
Capital's stockholders. Community Capital may not, however, indemnify a
director for liability arising out of circumstances that constitute exceptions
to limitation of a director's liability for monetary damages, as described
below. Community Capital may purchase and maintain insurance on behalf of any
director against any liability asserted against such person and incurred by him
or her in any such capacity, whether or not Community Capital would have had the
power to indemnify against such liability.

II-1

In addition, Article 11 of Community Capital's Articles of Incorporation,
subject to certain exceptions, eliminates the potential personal liability of a
director for monetary damages to Community Capital and to the stockholders of
Community Capital for breach of a duty as a director. There is no elimination
of liability for:

(a) a breach of duty involving appropriation of a business opportunity of
Community Capital;

(b) an act or omission not in good faith or involving intentional
misconduct or a knowing violation of law;

(d) as to any payment of a dividend or approval of a stock repurchase that
is illegal under the Georgia Business Corporation Code.

The Articles of Incorporation do not eliminate or limit the right of
Community Capital or its stockholders to seek injunctive or other equitable
relief not involving monetary damages.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.

ITEM 16. EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
------ -----------

4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Registrant's Registration Statement on
Form SB-2, Registration No. 333-68307, filed with the SEC on February
2, 1999).

5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

23.1 Consent of Mauldin & Jenkins, LLC.

23.2 Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit
5.1).

24.1 Power of Attorney (included on Signature Page).

99.1 Agreement and Plan of Merger by and between First Bank of Dothan, Inc.
and Community Capital Bancshares, Inc., dated as of July 2, 2003.
(incorporated by reference to Exhibit 99.1 to the Registrant's Current
Report on Form 8-K filed with the SEC on July 7, 2003).

II-2

99.2 First Amendment to the Agreement and Plan of Merger by and between
First Bank of Dothan, Inc. and Community Capital Bancshares, Inc.
dated August 6, 2003. (incorporated by reference to Exhibit 10.15 to
the Registrants Quarterly Report on Form 10QSB for the quarterly
period ending June 30, 2003, filed with the SEC on August 14, 2003.

99.3 Second Amendment to the Agreement and Plan of Merger by and between
First Bank of Dothan, Inc. and Community Capital Bancshares, Inc.
dated September 24, 2003.

ITEM 17. UNDERTAKINGS.

(a) Insofar as the indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") 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 Securities Act
and is, therefore, unenforceable.

(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, 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) (I) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the
Securities Act, 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.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Albany, State of Georgia, on the 15th day of
December, 2003.

COMMUNITY CAPITAL BANCSHARES, INC.

By: /s/ Robert E. Lee
---------------------------------
Robert E. Lee
President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints ROBERT E. LEE and DAVID J. BARANKO, and each of
them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, to sign any related registrations
statements pursuant to Rule 462 (b) of the Securities Act of 1933, and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, for their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of the
Registrants and in the capacities on December 15, 2003:

Signature Title Date
--------- ----- ----

/s/ Robert M. Beauchamp Director December 15, 2003
---------------------------
Robert M. Beauchamp

/s/ Bennett D. Cotten, Jr. Director December 15, 2003
---------------------------
Bennett D. Cotten, Jr.

/s/ Glenn A. Dowling Director December 15, 2003
---------------------------
Glenn A. Dowling

Director
---------------------------
Mary Helen Dykes

/s/ Charles M. Jones, III Chairman of the Board December 15, 2003
--------------------------- and Chief Executive Officer
Charles M. Jones, III

/s/ Van Cise Knowles Director December 15, 2003
---------------------------
Van Cise Knowles

/s/ C. Richard Langley Director December 15, 2003
---------------------------
C. Richard Langley

/s/ Robert E. Lee Director and President December 15, 2003
--------------------------- (Principal Executive
Robert E. Lee Officer)

/s/ Corinne C. Martin Director December 15, 2003
---------------------------
Corinne C. Martin

/s/ William F. McAfee Director December 15, 2003
---------------------------
William F. McAfee

/s/ Mark M. Shoemaker Director December 15, 2003
---------------------------
Mark M. Shoemaker

/s/ Jane Anne D. Sullivan Director December 15, 2003
---------------------------
Jane Anne D. Sullivan

/s/ John P. Ventulett, Jr. Director December 15, 2003
---------------------------
John P. Ventulett, Jr.

/s/ Lawrence B. Willson Director December 15, 2003
---------------------------
Lawrence B. Willson

/s/ James D. Woods Director December 15, 2003
---------------------------
James D. Woods

/s/ David J. Baranko Chief Financial Officer December 15, 2003
--------------------------- (Principal Financial and
David J. Baranko Accounting Officer)

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
------- -----------

4.1 Form of Common Stock Certificate (incorporated by reference to Exhibit

4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form
SB-2, Registration No. 333-68307, filed with the SEC on February 2,
1999).

5.1 Opinion of Powell, Goldstein, Frazer & Murphy LLP.

23.2 Consent of Mauldin & Jenkins, LLC.

23.2 Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit
5.1).

24.1 Power of Attorney (included on Signature Page).

99.3 Second Amendment to the Agreement and Plan of Merger by and between
First Bank of Dothan, Inc. and Community Capital Bancshares, Inc.
dated September 24, 2003.