<PAGE>
As filed with the Securities and Exchange Commission on December 20, 1996
Registration No. 333-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST ALLIANCE/PREMIER BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Georgia 58-1793778
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 E. Paces Ferry Road, Atlanta, Georgia 30326
- --------------------------------------------------------------------------------
(Address of principal executive offices and zip code)
FIRST ALLIANCE BANCORP, INC.
1995 STOCK OPTION PLAN
(as maintained by First Alliance/Premier Bancshares, Inc.)
(Full Title of the Plan)
- --------------------------------------------------------------------------------
Kathryn L. Knudson, Esq.
Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E., 16th Floor
Atlanta, Georgia 30303
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(404) 572-6952
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 150,000 shares(1) $20.25(2) $3,037,500(c)(3) $921.00
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Representing shares to be issued and sold by the Registrant under the First
Alliance Bancorp, Inc. 1995 Stock Option Plan, as maintained by First
Alliance/Premier Bancshares, Inc. (the "Plan"). This Registration Statement also
covers such number of additional shares as may become issuable to prevent
dilution in the event of a stock split, stock dividend, reclassification or
other similar transaction pursuant to the terms of the Plan.
(2) The average of the high and low prices of the Registrant's Common Stock as
reported by the Nasdaq National Market for December 13, 1996.
(3) The aggregate offering price is calculated solely for the purpose of
determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
optionees as required by Rule 428(b)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995 (File No. 0-24528);
(2) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1996 (File No. 0-24528);
(3) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1996 (File No. 0-24528);
(4) The Registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1996 (File No. 0-24528);
(5) The Registrant's Current Report on Form 8-KSB, dated February 29, 1996
(File No. 0-24528);
(6) The Registrant's Current Report on Form 8-KSB, dated August 31, 1996
(File No. 0-24528); and
(7) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB as filed with the
Securities and Exchange Commission pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (File
No. 0-24528).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Section 14-2-851 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
II-1
<PAGE>
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 shareholders or disinterested directors or
otherwise.
The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his or her conduct was unlawful.
Any person who has been wholly successful on the merits of or otherwise with
respect to any claim, action, suit or proceeding described above shall be
entitled to indemnification without any further action or approval by the Board
of Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his or her duties to the Registrant shall be indemnified unless and except to
the extent that the court in which such action or suit was brought shall
determine that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.
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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
II-2
<PAGE>
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference into this
Registration Statement pursuant to Item 601 of Regulation S-B:
Exhibit
No. Description
------- -----------
4(a) Articles of Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-QSB, for the quarter ended September 30, 1996 (File No. 0-24528).
4(b) Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
the Registrant's Quarterly Report on Form 10-QSB, for the quarter ended
September 30, 1996 (File No. 0-24528).
5 Opinion of counsel with respect to the securities being registered.
23(a) Consent of counsel (included in Exhibit 5).
23(b) Consent of Mauldin & Jenkins.
24 Power of Attorney (see signature pages to this Registration Statement).
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission, pursuant to Rule 424(b)
if, in the aggregate,
II-3
<PAGE>
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission 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, 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.
(h) 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-4
<PAGE>
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 City of Atlanta, State of Georgia, on this the 18th day of
December, 1996.
FIRST ALLIANCE/PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
----------------------
Darrell D. Pittard
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Darrell D. Pittard, J. Edward Mulkey, Jr.
and Frank H. Roach as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such person and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each of said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing required or necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or their substitutes, could lawfully do or cause
to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 18, 1996 by the
following persons in the capacities indicated.
Name Title
- ---- -----
/s/ Darrell D. Pittard Chairman of the Board and
- ---------------------- Chief Executive Officer
Darrell D. Pittard (principal executive officer)
/s/ J. Edward Mulkey, Jr. Director, President and
- ------------------------- Chief Operating Officer
J. Edward Mulkey, Jr.
/s/ N. Michael Anderson Director
- -----------------------
N. Michael Anderson
/s/ James L. Coxwell Director
- --------------------
James L. Coxwell
/s/ William M. Evans, Jr. Director
- -------------------------
William M. Evans, Jr.
/s/ James E. Freeman Director
- --------------------
James E. Freeman
/s/ Robin R. Howell Director
- -------------------
Robin R. Howell
/s/ Nisbet S. Kendrick, III Director
- ---------------------------
Nisbet S. Kendrick, III
/s/ Frank H. Roach Executive Vice President and
- ------------------ Chief Financial Officer
Frank H. Roach (principal financial and accounting officer)
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
No. Description Page No.
- -------- ----------- -----------
<S> <C> <C>
4(a) Articles of Incorporation of the N/A
Registrant (incorporated herein by
reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form
10-QSB for the quarter ended September
30, 1996 (File No. 0-24528)).
4(b) Bylaws of the Registrant (incorporated N/A
herein by reference to Exhibit 3.2 to
the Registrant's Quarterly Report on
Form 10-QSB for the quarter ended
September 30, 1996 (File No. 0-24528)).
5 Opinion of counsel with respect to the _____
securities being registered.
23(a) Consent of counsel (included in _____
Exhibit 5).
23(b) Consent of Mauldin & Jenkins, _____
independent accountants.
24 Power of Attorney (see signature pages _____
to this Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5
---------
December 18, 1996
First Alliance/Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8
First Alliance Bancorp, Inc. 1995 Stock Option Plan, as amended
(Now maintained by First Alliance/Premier Bancshares, Inc.)
Ladies and Gentlemen:
We have served as counsel for First Alliance/Premier Bancshares, Inc., a
Georgia corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-8 (the "Registration Statement"), of an aggregate of 150,000 shares (the
"Shares") of common stock, $5.00 par value, of the Company, to be offered and
sold by the Company pursuant to the First Alliance Bancorp, Inc. 1995 Stock
Option Plan, as amended (now maintained by First Alliance/Premier Bancshares,
Inc.) (the "Plan").
This opinion letter is limited by, and is in accordance with, the January 1,
1992 edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia, which
Interpretative Standards are incorporated in this opinion letter by this
reference.
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
<PAGE>
First Alliance/Premier Bancshares, Inc.
December 18, 1996
Page 2
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment therefor as
provided in the Plan and as contemplated by the Registration Statement,
such Shares will be legally and validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY
<PAGE>
EXHIBIT 23(b)
-------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the registration
statement on Form S-8 of First Alliance/Premier Bancshares, Inc. of our report
dated January 19, 1996, which appears on page 87 of the annual report on Form
10-KSB of First Alliance Bancorp, Inc. and subsidiaries for two years ended
December 31, 1995.
/s/ Mauldin & Jenkins, LLC
Atlanta, Georgia
December 18, 1996
