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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST ALLIANCE/PREMIER BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1793778
(State of incorporation or organization) (I.R.S. employer
identification no.)
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(Address of principal executive offices) (zip code)
If this form relates to the If this form relates to the registration
registration of a class of debt of a class of debt securities and is to
securities and is effective upon become effective simultaneously with the
filing pursuant to General Instruc- effectiveness of a concurrent registra-
tion A(c)(1) please check the tion statement under the Securities Act
following box. [ ] of 1933 pursuant to General Instruction
A(c)(2) please check the following
box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, $1.00 par value American Stock Exchange
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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This Registration Statement contains a total of pages. The Exhibit
Index begins on page .
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Prior to the effective date of this Registration Statement on Form 8-A, the
Registrant's common stock, $1.00 par value per share ("Common Stock"), was
registered pursuant to Section 12(g) of the Securities Exchange Act of 1933 (the
"Exchange Act"). The Registrant is filing this Registration Statement in
connection with the listing of its Common Stock on the American Stock Exchange
pursuant to Section 12(b) of the Exchange Act.
Common Stock
The Registrant is authorized by its Articles of Incorporation, as amended
(the "Articles of Incorporation") to issue up to 20,000,000 shares of Common
Stock. The holders of shares of Common Stock are entitled to one vote per share
on all matters on which stockholders are entitled or permitted to vote. The
holders of shares of Common Stock are entitled to receive such dividends, if
any, as may be declared from time to time by the Board of Directors in its
discretion from funds legally available therefor after payment or provision for
payment of dividends on any series of Preferred Stock then outstanding. In the
event of the liquidation, dissolution or winding up of the Registrant, holders
of Common Stock are entitled to share ratably in all assets remaining after
payment of all debts and other liabilities and any liquidation preference of the
holders of Preferred Stock. Holders of Common Stock have no subscription,
redemption, conversion or preemptive rights. The outstanding shares of Common
Stock are fully paid and nonassessable.
Preferred Stock
The Registrant is also authorized by its Articles of Incorporation to issue
up to 2,000,000 shares of preferred stock ("Preferred Stock"). The Articles of
Incorporation authorize the Board of Directors to designate and issue from time
to time one or more classes or series of Preferred Stock without stockholder
approval. The Board of Directors may affix and determine the relative rights,
preferences and privileges of each class or series of Preferred Stock so issued.
Because the Board of Directors has the power to establish the preferences and
rights of each class or series of Preferred Stock, it may afford the holders of
any series or classes of Preferred Stock preferences, powers and rights, with
respect to voting, liquidation or other matters, senior to the rights of holders
of Common Stock.
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Item 2. Exhibits
The following exhibits are being filed with the American Stock Exchange
but are not filed with or incorporated by reference in the Form 8-A filed with
the Securities and Exchange Commission:
1. The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1995.
3. Proxy Statement for the Registrant's 1996 Annual Meeting of
Stockholders.
4.(a) Articles of Incorporation of the Registrant, as amended.
4.(b) Bylaws of the Registrant.
5. Specimen Stock Certificate for the Registrant's Common Stock.
6. The Registrant's 1995 Annual Report to Stockholders.
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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, thereunto duly authorized.
FIRST ALLIANCE/PREMIER BANCSHARES, INC.
(Registrant)
By: /s/ Frank H. Roach
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Frank H. Roach
Executive Vice President
Dated: January 6, 1997
