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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRIME BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0088973
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
12200 NORTHWEST FREEWAY
HOUSTON, TEXAS 77092
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box.[x]
Securities Act registration statement file number to which this form
relates: 333-33001.
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
COMMON STOCK, PAR VALUE $.25 PER SHARE NASDAQ NATIONAL MARKET
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the information set
forth under the caption "Description of Capital Stock" set forth in its
preliminary prospectus dated September 17, 1997 included in Amendment No. 1 to
its Registration Statement on Form S-1 (Registration No. 333-33001), filed
with the Securities and Exchange Commission (the "Commission") on September 17,
1997, as such information may be amended in the final prospectus included or
deemed to be included in such Registration Statement, as hereafter amended, in
the form declared effective by the Commission (the "Registration Statement").
This Form 8-A is filed to register the Registrant's class of Common Stock
pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), concurrently with the registration of shares of Common Stock
under the Securities Act of 1933, as amended ("Securities Act"), and in
accordance with Rule 12d1-2 promulgated under the Exchange Act, will become
effective concurrently with the effectiveness of the Registration Statement
under the Securities Act.
ITEM 2. EXHIBITS.
The exhibits below are incorporated herein by reference to the exhibit
of the same number in the Registrant's registration statement on Form S-1, as
amended (Registration No. 333-33001) filed with the Commission.
3.1 Amended and Restated Articles of Incorporation of Prime Bancshares,
Inc.
3.2 Amended and Restated Bylaws of Prime Bancshares, Inc.
4 Form of Certificate representing shares of Common Stock, par value
$.25 per share.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
PRIME BANCSHARES, INC.
By:/s/ E.J. Guzzo
Name: E.J. Guzzo
Title: President
Date: September 17, 1997
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