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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
AMENDMENT NO. 1
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 Commission file number: 000-50252
 SOUTHERN COMMUNITY BANCSHARES, INC.
 Georgia
(State or Other Jurisdiction 
of Incorporation or Organization)
    
    58-2639705
(I.R.S. Employer Identification Number)
 525 North Jeff Davis Drive
P.O. Box 142069
Fayetteville, Georgia 30214
 (770) 461-4365
 
  o þ
  o þ
 þ o
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  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEX-23 CONSENT OF MAULDIN & JENKINS, LLCEX-31.1 CERTIFICATION OF CEO PURSUANT TO SECTION 302EX-31.2 CERTIFICATION OF CFO PURSUANT TO SECTION 302EX-32.1 CERTIFICATION OF CEO PURSUANT TO SECTION 906EX-32.2 CERTIFICATION OF CFO PURSUANT TO SECTION 906    Table of Contents  
 EXPLANATORY NOTE
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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
 Directors and Executive Officers
  Name
    
    Class (if a director)
    
    Age
    
    Position(s) HeldJames S. Cameron
    
    II
    
    
    52
    
    
    DirectorJerry Daniel
    
    
    
    
    63
    
    
    SVP; CCOGeorge R. Davis, Sr.
    
    III
    
    
    68
    
    
    DirectorRobert B. Dixon, Jr.
    
    III
    
    
    64
    
    
    DirectorRichard J. Dumas
    
    I
    
    
    67
    
    
    DirectorFred L. Faulkner
    
    
    
    
    45
    
    
    SVP; CLOLeslye L. Grindle
    
    
    
    
    43
    
    
    SVP; CFOWilliam Wayne Leslie
    
    I
    
    
    49
    
    
    DirectorJackie L. Mask
    
    I
    
    
    67
    
    
    DirectorGary D. McGaha
    
    III
    
    
    69
    
    
    President and CEO; DirectorThomas D. Reese
    
    II
    
    
    62
    
    
    DirectorWilliam M. Strain
    
    III
    
    
    49
    
    
    DirectorTina Stroud
    
    
    
    
    61
    
    
    SVP; Branch Admin
  James S. Cameron
 Jerry Daniel
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##### Table of Contents



George R. Davis, Sr.
 Robert B. Dixon, Jr.
 Richard J. Dumas
 Fred L. Faulkner
 Leslye L. Grindle
 William Wayne Leslie
 Jackie L. Mask
 Gary D. McGaha
 Thomas D. Reese
 4




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Dr. William M. Strain
 Tina Stroud
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Audit Committee Financial Expert
  5




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ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Non-Equity
    
    
    NonqualifiedIncentive Plan
    
    
    Deferred
    
    
    All OtherName and
    
    
    
    
    
    
    
    
    
    Bonus
    
    
    Stock
    
    
    Option
    
    
    Compensation
    
    
    Compensation
    
    
    CompensationPrincipal Position
    
    Year
    
    
    Salary ($)
    
    
    ($)1
    
    
    Awards ($)
    
    
    Awards ($)
    
    
    ($)
    
    
    Earnings ($)
    
    
    ($)2
    
    
    Total ($)Gary D. McGaha
    
    
    2007
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,876
    
    
    
    262,876President & CEO
    
    
    2006
    
    
    
    195,000
    
    
    
    3,900
    
    
    
    
    
    
    
    
    
    
    
    47,125
    
    
    
    
    
    
    
    35,468
    
    
    
    281,493Leslye L. Grindle
    
    
    2007
    
    
    
    130,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,870
    
    
    
    146,870Senior Vice President
    
    
    2006
    
    
    
    110,000
    
    
    
    2,200
    
    
    
    
    
    
    
    
    
    
    
    21,267
    
    
    
    
    
    
    
    18,085
    
    
    
    151,552Fred L. Faulkner
    
    
    2007
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,834
    
    
    
    196,834Senior Vice President
    
    
    2006
    
    
    
    140,000
    
    
    
    2,800
    
    
    
    
    
    
    
    18,173
    
    
    
    55,275
    
    
    
    
    
    
    
    19,902
    
    
    
    236,150
 
 (1)
    
    This column reflects the amount of the discretionary bonus paid for the respective year.
Bonus payments made under the Companys incentive program, which awards cash bonuses based
upon the achievement of certain performance criteria established each year by the board of
directors, are reflected in the Non-Equity Incentive Plan Compensation Column.(2)
    
    The components of this column are detailed in the table below. All Other Compensation
 Director's Fees
    
    
    Auto Allowance
    
    
    Health Insurance
    
    
    Dental Insurance
    
    
    Life Insurance
    
    
    401(k) Match
    
    
    Club Dues
    
    
    TotalGary D. McGaha
    
    
    12,000
    
    
    
    6,000
    
    
    
    7,853
    
    
    
    302
    
    
    
    1,596
    
    
    
    10,125
    
    
    
    
    
    
    
    37,876Leslye L. Grindle
    
    
    
    
    
    
    6,000
    
    
    
    3,534
    
    
    
    302
    
    
    
    1,440
    
    
    
    2,925
    
    
    
    2,669
    
    
    
    16,870Fred L. Faulkner
    
    
    
    
    
    
    6,000
    
    
    
    3,988
    
    
    
    302
    
    
    
    1,596
    
    
    
    7,564
    
    
    
    2,384
    
    
    
    21,834
 Outstanding Equity Awards at December 31, 2007
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Option AwardsEquityIncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    OptionOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option(#)
    
    
    (#)
    
    
    Options
    
    
    Price
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    (#)
    
    
    ($)
    
    
    DateGary D. McGaha
    
    
    16,339
    
    
    
    
    
    
    
    
    
    
    
    6.89
    
    
    
    11/20/2011Leslye Grindle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fred L. Faulkner
    
    
    5,925
    
    
    
    
    
    
    
    
    
    
    
    6.89
    
    
    
    11/20/201111,852
    
    
    
    
    
    
    
    
    
    
    
    7.03
    
    
    
    05/19/2013
 Potential Payments Upon Termination or Change in Control
  Gary D. McGaha
   
    
    is terminated (except for cause) during the one year period after the change of
control and before Mr. McGaha reaches the age of 75; or
    
    resigns after an adverse change in duties or salary during the one year period
after the change in control,
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Fred Faulkner
   
    
    is terminated (except for cause) during the one year period after the change of
control and before Mr. Faulkner reaches the age of 75; or
    
    resigns after an adverse change in duties or salary during the one year period
after the change in control,
   Leslye L. Grindle.
 2007 Director Compensation
  8




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NonqualifiedNon-Equity
    
    
    DeferredFees Earned or
    
    
    
    
    
    
    
    
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherPaid in Cash
    
    
    Stock Awards
    
    
    Option Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)James S. Cameron
    
    
    17,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,900George R. Davis, Sr.
    
    
    14,550
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,550Robert B. Dixon, Jr.
    
    
    18,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,500Richard J. Dumas
    
    
    16,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,600William Wayne Leslie
    
    
    16,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,050Jackie L. Mask
    
    
    15,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,300Thomas D. Reese
    
    
    30,050
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,050Dan V. Stinchcomb
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000William M. Strain
    
    
    14,850
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,850
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ITEM 12.
  SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS Equity Compensation Plan Information
  Equity Compensation
Plan Table(a)
    
    
    (b)
    
    
    (c)Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    
    under equityissued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in columnPlan category
    
    and rights
    
    
    and rights
    
    
    (a))Equity compensation
plans approved by
security holders
    
    
    211,320
    
    
    $
    7.49
    
    
    
    25,417Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    211,320
    
    
    $
    7.49
    
    
    
    25,417
 Security Ownership of Certain Beneficial Owners and Management
  
    
    each person who beneficially owns more than 5% of the outstanding shares of the
Companys stock;
    
    each director of the Company;
    
    each executive officer of the Company who is named in the summary compensation
table; and
    
    all the Company directors and executive officers as a group.
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Name and Address of
    
    Amount and Nature ofBeneficial Owner
    
    Beneficial Ownership
    
    
    Percent of ClassRobert B. Dixon, Jr.
    
    
    155,063
    (1)
    
    
    5.94
    %105 Meetinghouse Road
Fayetteville, Georgia 30215Richard J. Dumas
    
    
    195,004
    (1)
    
    
    7.47
    %390 Birkdale Drive
Fayetteville, Georgia 30215Thomas D. Reese
    
    
    183,490
    (1)
    
    
    7.03
    %956 Al Roberts Road
Senioa, Georgia 30276
 
 (1)
    
    See appropriate footnotes to the table below for a description of the beneficial
stock ownership for these persons.  Number of SharesName of Beneficial Owner
    
    Beneficially Owned
    
    
    Percent of Common StockGary D. McGaha
    
    
    39,857
    (1)
    
    
    1.53
    %Fred L. Faulkner
    
    
    39,797
    (2)
    
    
    1.52
    %Leslye L. Grindle
    
    
    2,450
    
    
    
    .09
    %James S. Cameron
    
    
    104,754
    (3)(4)
    
    
    4.01
    %George R. Davis, Sr.
    
    
    107,374
    (3)(5)
    
    
    4.11
    %Robert B. Dixon, Jr.
    
    
    155,063
    (3)(6)
    
    
    5.94
    %Richard J. Dumas
    
    
    195,004
    (3)(7)
    
    
    7.47
    %William Wayne Leslie
    
    
    97,051
    (3)(8)
    
    
    3.72
    %Jackie L. Mask
    
    
    77,797
    (3)
    
    
    2.98
    %Thomas D. Reese
    
    
    183,490
    (3)(9)
    
    
    7.03
    %William M. Strain
    
    
    81,775
    (3)(10)
    
    
    3.13
    %All directors and named
executive officers (11 persons)
    
    
    1,084,412
    (11)
    
    
    39.15
    %
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(1)
    
    Includes 16,339 shares that may be obtained through the exercise of vested
incentive stock options, 7,444 shares of the Companys Common Stock held in Mr. McGahas IRA
account, 250 shares that he holds as custodian for a minor grandchild and 177 shares held by
Mr. McGahas wife. Mr. McGaha disclaims ownership of the shares held by his wife.(2)
    
    Includes 17,777 shares that may be obtained through the exercise of vested incentive
stock options and 21,965 shares of the Companys Common Stock held by Mr. Faulkners wife.
Mr. Faulkner disclaims ownership of the shares held by his wife.(3)
    
    Includes shares that may be obtained through the exercise of vested options to
purchase 17,777 shares of Common Stock issued pursuant to the Banks 2001 Directors Stock
Option Plan and assumed by the Company when the Bank reorganized into a holding company
structure effective January 1, 2002.(4)
    
    With respect to Mr. Cameron, beneficial ownership as reported in the table includes
30,191 shares of the Companys Common Stock held in Mr. Camerons IRA account.(5)
    
    With respect to Mr. Davis, beneficial ownership as reported in the table includes
42,665 shares of the Companys Common Stock held in Mr. Daviss IRA account.(6)
    
    With respect to Mr. Dixon, beneficial ownership as reported in the table includes
53,020 shares of the Companys Common Stock held in Mr. Dixons IRA account, 25,600 shares of
the Companys Common Stock held in the name of Chris Dixon & Associates, Inc. Profit Sharing
Plan, and 8,049 shares held in an IRA account by Mr. Dixons wife. Mr. Dixon disclaims
beneficial ownership of shares held by his wife.(7)
    
    With respect to Mr. Dumas, beneficial ownership as reported in the table includes
41,156 shares of the Companys Common Stock held in the name of J&R Closing, Inc. Profit
Sharing Plan.(8)
    
    With respect to Mr. Leslie, beneficial ownership as reported in the table includes
1,944 shares of the Companys Common Stock held in Mr. Leslies IRA account and 10,665 shares
of the Companys Common Stock held in the name of Leslie Contracting, Inc.(9)
    
    With respect to Mr. Reese, beneficial ownership as reported in the table includes
56,177 shares of the Companys Common Stock held in Mr. Reeses IRA account.(10)
    
    With respect to Dr. Strain, beneficial ownership as reported in the table includes
8,889 shares of the Companys Common Stock held in Mr. Strains IRA account.(11)
    
    Includes shares that may be obtained through the exercise of vested options to
purchase 177,999 shares. Changes in Control.
 
 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Preapproval by Audit Committee.
  
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  ExhibitNumber
    
    Description3.1
    
    
    Articles of incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Form SB-2 filed by the
Registrant on April 12, 2002)3.2
    
    
    Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Form SB-2 filed by the Registrant on April 12, 2002)10.1
    
    
    2001 Incentive Stock Option Plan for Key Employees (incorporated by reference to Exhibit 10.2 to the Registrants Form
SB-2 filed with the Commission on April 12, 2002)*10.2
    
    
    Employment Agreement between Gary D. McGaha and Southern Community Bank (incorporated by reference to Exhibit 10.3 to the
Registrants Form SB-2 filed with the Commission on April 12, 2002)*10.3
    
    
    Employment Agreement between Fred L. Faulkner and Southern Community Bank (incorporated by reference to Exhibit 10.4 to
the Registrants Form SB-2 filed with the Commission on April 12, 2002)*13
    
    
    Consolidated Financial Statements of Southern Community Bancshares, Inc. (incorporated by reference to Exhibit 13 to the
Registrants original Form 10-K filed on April 29, 2008)
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ExhibitNumber
    
    Description21
    
    
    Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Registrants original Form 10-K filed on
April 29, 2008)23
    
    
    Consent of Mauldin & Jenkins, LLC31.1
    
    
    Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    
    Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Denotes management contract or compensatory plan or arrangement. 14




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SIGNATURES
  SOUTHERN COMMUNITY BANCSHARES, INC.
(Registrant)By:
    /s/ Gary D. McGahaGary D. McGahaPresident and Chief
Executive Officer
Date: June 30, 2008 15