December 27, 1995
The registrant hereby certifies that it has instructed its bank to transmit
the appropriate filing fee by wire transfer to the Commission's account at
Mellon Bank, that it will not revoke such instructions, and that sufficent
funds are in such account to cover the filing fee.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PREMIER BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1377250
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29 College Drive, P.O. Box 1199
Bluefield, Virginia 24605-1199
(Address of principal executive offices)
1995 Long-Term Incentive Plan
(Full title of the plan)
James R. Wheeling
29 College Drive, P.O. Box 1199
Bluefield, Virginia 24605-1199
(Name and address of agent for service)
(540) 322-2242
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
unit (1) price
Common
Stock Par
Value $2.00
(1) Pursuant to Rule 457(c), the price used in computing the
registration fee is based upon the average bid-ask price reported
as of December 27, 1995, in the stock's unlisted over-the-counter
market.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information required by this item is contained in or
accompanies the stock option notice, agreement and plan to be
delivered to each person granted an option under the 1995 Long-
Term Incentive Plan, prior to the date exercise is permitted.
Item 2. Registrant Information and Employee Plan Annual
Information.
The required incorporation by reference and written statement are
set forth in the material delivered to each participant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
1. The Registrant's latest Annual Report on Form 10-K
filed pursuant to Section 15(d) of the Securities
Exchange Act of 1934 (the "Act").
2. All other reports filed or to be filed pursuant to
Section 15(d) of the Act since the end of the fiscal
year covered by the Annual Report referred to above.
3. The description of the Registrant's common stock
contained in its Form 10 filed pursuant to the Act.
All documents subsequently filed under the Act prior to the
filing of a post-effective amendment indicating that all
securities registered hereby have been sold, or deregistering any
unsold securities, are deemed incorporated herein by reference
from and as of the filing dates thereof.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Articles of Incorporation of the Registrant
requires indemnification of directors, officers and employees to
the fullest extent permitted by the Virginia Stock Corporation
Act, as amended from time to time. Such indemnity applies to
liability incurred by reason of having been a director or officer
of the Registrant, and includes all costs and expenses actually
incurred by such person in the proceeding. Indemnification does
not extend to amounts paid by such person to the Registrant
pursuant to settlement or in satisfaction of a judgment arising
out of litigation brought by or in the right of Registrant, nor
in a case in which the person has been adjudged liable by reason
of gross negligence, wilful misconduct or criminal conduct in the
performance of his duties. Reasonable costs or expenses may be
advanced on behalf of such person subject to certain conditions,
including a written agreement to repay all advances in the event
it is ultimately determined that such person is not entitled to
indemnification. The Registrant is permitted to obtain insurance
to indemnify such persons to the extent allowable, and has done
so.
Item 8. Exhibits.
(4) Instruments Defining the Rights of Security
Holders (not applicable)
(5) (a) Opinion of Counsel Re: Legality
(b) Opinion of Counsel Re: ERISA Compliance (not applicable)
(15) Letter Re: Unaudited Interim Financial Information
(not applicable)
(23) Consents of Experts and Counsel (consent of counsel set forth in
opinion)
(24) Power of Attorney (set forth preceding signatures)
(27) Financial Data Schedule (not applicable)
(28) Information from Reports Furnished Regulatory
Authorities (not applicable)
(99) Additional Exhibits (not applicable)
Item 9. Undertakings
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933:
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement:
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
Registration Statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from Registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
b. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated
by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of
such securities at that time shall be deemed to be the
initial bona fide offering thereof.
c. 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 directors, 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.
Power of Attorney
Each person whose signature appears below hereby authorizes
Eugene E. Derryberry or Henry L. Adkins, Jr. to execute in the
name of such person, and to file any amendment to this
Registration Statement making such changes therein as the
Registrant deems appropriate, and appoints such person named
above as Attorney-in-Fact to sign in his behalf individually and
in each capacity stated below and file all amendments to this
Registration Statement.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
County of Tazewell, Virginia on December 27, 1995.
PREMIER BANKSHARES CORPORATION
By: /s/ James R. Wheeling
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ James R. Wheeling President and Chief Executive 12-14-95
Officer; Director
/s/ Ellen Simpson Secretary and Accounting Manager 12-14-95
(Chief Accounting Officer)
/s/ J. Robert Buchanan Vice President and Treasurer 12-14-95
(Chief Financial Officer)
/s/ Claude H. VanDyke Director; Chairman of the Board 12-14-95
of Directors
/s/ N. Stanley King, Sr. Director; Vice Chairman of the 12-14-95
Board of Directors
/s/ Donald Baker Director 12-14-95
/s/ Robert B. Brittain Director 12-14-95
/s/ Jack P. Chambers Director 12-14-95
/s/ James E. Childress Director 12-14-95
/s/ Harris Hart, II Director 12-14-95
/s/ Charles C. Henley Director 12-14-95
/s/ Gene H. James Director 12-14-95
/s/ Robert C. James Director 12-14-95
/s/ John A. Johnston Director 12-14-95
/s/ George R. Smith, Jr. Director 12-14-95
EXHIBIT INDEX
(5(a)) Opinion of Counsel Re: Legality
(23) Consent of Accountant
(5(a)) Opinion of Counsel Re: Legality
GENTRY LOCKE
RAKES & MOORE
December 26, 1995
Board of Directors
Premier Bankshares Corporation
P O Box 1199
Bluefield, VA 24605-1199
Re: Registration statement on Form S-8
Dear Sirs:
We are acting as counsel for Premier Bankshares Corporation,
a Virginia
corporation ("Premier"), in connection with the pending
registration and
issuance by Premier of shares of its common stock (the
"Shares") pursuant to
its 1995 Long-Term Incentive Plan. Registration of the
Shares is being effected
by a Registration Statement on Form S-8 filed with the
Securities and Exchange
Commission (the "Registration Statement").
We have examined originals or copies, certified or otherwise
identified to our
satisfaction, of such documents, corporate records,
certificates of public
officials and other instruments relating to the shares to be
issued as we have
deemed necessary for the purpose of this opinion.
Upon the basis of the foregoing, we are of the opinion that:
1. Premier is a corporation duly organized and validly
existing under
the laws of the Commonwealth of Virginia.
2. The Shares, when issued, will be duly authorized,
legally issued, fully
paid and nonassessable shares of the common stock of
Premier.
We hereby consent to the filing of this opinion as an
exhibit to the
Registration Statement.
Very truly yours,
GENTRY LOCKE RAKES & MOORE
/s/ Eugene E. Derryberry
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Premier Bankshares Corporation
We consent to the incorporation by reference of our
report dated January 14, 1995, appearing in the annual
report on Form 10-K for the year ended December 31, 1994, in
the Registration Statement on Form S-8 filed by Premier
Bankshares Corporation, for its 1995 Long-Term Incentive
Plan.
/s/ Persinger & Company, L.L.C.
December 26, 1995
Beckley, West Virginia
