<PAGE>
______________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________
PREMIER BANCSHARES, INC.
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
2180 ATLANTA PLAZA
950 EAST PACES FERRY ROAD
GEORGIA ATLANTA, GEORGIA 30326 58-1793778
- ------------------------------- -------------------------------------- ---------------------
(State or other jurisdiction of (Address of principal executive offices) (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
PREMIER BANCSHARES, INC.
DIRECTORS' DEFERRED STOCK UNIT PLAN
(FORMERLY, THE PREMIER BANCSHARES, INC.
DIRECTORS' STOCK OPTION PLAN)
(Full title of the plans)
-----------------------------------
Steven S. Dunlevie, Esq.
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
Suite 700, 1275 Peachtree Street, N.E.
Atlanta, Georgia 30309
(404) 872-7000
--------------------------------------
(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
- ----------------- ------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
Common
Stock, par value
$1.00 per share 1,875,000 shares $27.625 $51,796,875 $15,281
</TABLE>
- -------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c) and (h)(1), based on the average of the high and
low prices of the registrant's common stock on July 16, 1998, as reported
on the American Stock Exchange.
______________________________
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by Premier Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 17, 1998.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed with the Commission on May 15, 1998.
(c) The description of the Company's Common Stock, par value $1.00
per share, contained in the Company's Registration Statement on Form S-4
and Appendices D and E thereto (Registration No. 333-24537), filed with the
Commission on May 16, 1997, including any amendment or report filed for the
purpose of updating such description.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the period referred to in (a), above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
This Registration Statement on Form S-8 is being filed in connection
with the registration by Premier Bancshares, Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") of 1,875,000 additional
shares issuable pursuant to the Premier Bancshares, Inc. 1997 Stock Option Plan
(as amended and restated effective July 1, 1998) and to reflect the amendment
and restatement of the Premier Bancshares, Inc. Directors' Deferred Stock Unit
Plan (formerly, the Premier Bancshares, Inc. Directors' Stock Option Plan).
Pursuant to General Instruction E to Form S-8, the contents of
Registration Statement on Form S-8 (No. 333-29941) (filed on June 24, 1997) are
incorporated by reference in this Registration Statement on Form S-8.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
- ------ --------
The following exhibits are filed as a part of this Registration
Statement on Form S-8:
NUMBER DESCRIPTION
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as amended
(Incorporated by reference from Exhibit 3.1 to the Company's Form
10-K for the fiscal year ended December 31, 1996).
4.2 Bylaws of Premier Bancshares, Inc. (Incorporated by reference
from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
ended September 30, 1996).
4.3 Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
reference from Exhibit 3.3 to the Company's Form 10-K for the
fiscal year ended December 31, 1997).
4.4 Form of Stock Certificate (Incorporated by reference from Exhibit
4.1 to the Company's Form 10-K for the fiscal year ended December
31, 1996).
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Mauldin & Jenkins, LLC.
II-1
<PAGE>
24 Power of Attorney. (See signature page to the Registration
Statement).
99.1 Premier Bancshares, Inc. 1997 Stock Option Plan (as amended and
restated effective July 1, 1998).
99.2 Premier Bancshares, Inc. Directors' Deferred Stock Unit Plan
(which amends and restates the Premier Bancshares, Inc.
Directors' Stock Option Plan), which is incorporated by reference
from Appendix A to the Joint Proxy Statement/Prospectus contained
in the Company's Registration Statement on Form S-4 (File No.
333-36775).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Premier
Bancshares, Inc. 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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on this 16th day of July, 1998.
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 on the signature pages to this Registration Statement on Form S-8
constitutes and appoints Darrell D. Pittard and Robert C. Oliver and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for the undersigned, 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, to make
such changes in the Registration Statement as such attorneys-in-fact deems
appropriate to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents and each of them, full power and authority to
do so and perform each and every act and thing requisite and 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 said
attorneys-in-fact and agents or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 1998.
II-2
<PAGE>
/s/ Darrell D. Pittard /s/ John H. Ferguson
- ------------------------------------------- ---------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson
Title: Chairman of the Board Title: Director
and Chief Executive Officer
(principal executive officer)
/s/ Robert C. Oliver /s/ James E. Freeman
- ------------------------------------------- ---------------------------------
Name: Robert C. Oliver Name: James E. Freeman
Title: President, Chief Operating Officer Title: Director
and Director
/s/ Robert E. Flourney, III /s/ A. F. Gandy
- ------------------------------------------- ---------------------------------
Name: Robert E. Flourney, III Name: A. F. Gandy
Title: Director Title: Director
/s/ N. Michael Anderson /s/ Billy H. Martin
- ------------------------------------------- ---------------------------------
Name: N. Michael Anderson Name: Billy H. Martin
Title: Director Title: Director
/s/ John E. Aderhold /s/ C. Steve McQuaig
- ------------------------------------------- ---------------------------------
Name: John E. Aderhold Name: C. Steve McQuaig
Title: Director Title: Director
/s/ Robin R. Howell /s/ Thomas E. Owen, Jr.
- ------------------------------------------- ---------------------------------
Name: Robin R. Howell Name: Thomas E. Owen, Jr.
Title: Director Title: Director
/s/ George S. Carpenter, Jr. /s/ John D. Stephens
- ------------------------------------------- ---------------------------------
Name: George S. Carpenter, Jr. Name: John D. Stephens
Title: Director Title: Director
/s/ James L. Coxwell, Sr. /s/ James E. Sutherland, Jr.
- ------------------------------------------- ---------------------------------
Name: James L. Coxwell, Sr. Name: James E. Sutherland, Jr.
Title: Director Title: Director
/s/ Don N. Ellis /s/ Glenn S. White
- ------------------------------------------- ---------------------------------
Name: Don N. Ellis Name: Glenn S. White
Title: Director Title: Director
/s/ William M. Evans, Jr. /s/ Michael E. Ricketson
- ------------------------------------------- ---------------------------------
Name: William M. Evans, Jr. Name: Michael E. Ricketson
Title: Director Title: Executive Vice President
and Chief Financial Officer
(principal financial and
accounting officer)
II-3
<PAGE>
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
PREMIER BANCSHARES, INC.
NUMBER DESCRIPTION
------ -----------
4.1 Articles of Incorporation of Premier Bancshares, Inc., as amended
(Incorporated by reference from Exhibit 3.1 to the Company's Form
10-K for the fiscal year ended December 31, 1996). *
4.2 Bylaws of Premier Bancshares, Inc. (Incorporated by reference
from Exhibit 3.2 to the Company's Form 10-QSB for the quarter
ended September 30, 1996). *
4.3 Amendment to Bylaws of Premier Bancshares, Inc. (Incorporated by
reference from Exhibit 3.3 to the Company's Form 10-K for the
fiscal year ended December 31, 1997). *
4.4 Form of Stock Certificate (Incorporated by reference from Exhibit
4.1 to the Company's Form 10-K for the fiscal year ended December
31, 1996). *
5 Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the
legality of the Common Stock being registered.
23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Mauldin & Jenkins, LLC.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99.1 Premier Bancshares, Inc. 1997 Stock Option Plan (as amended and
restated effective July 1, 1998).
99.2 Premier Bancshares, Inc. Directors' Deferred Stock Unit Plan
(which amends and restates the Premier Bancshares, Inc.
Directors' Stock Option Plan), which is incorporated by reference
from Appendix A to the Joint Proxy Statement/Prospectus contained
in the Company's Registration Statement on Form S-4 (File No.
333-36775). *
<PAGE>
EXHIBIT 5
July 16, 1998
Premier Bancshares, Inc.
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
Re: Registration Statement on Form S-8 with respect to the Premier
Bancshares, Inc. 1997 Stock Option Plan (As Amended and Restated
effective July 1, 1998)
Ladies and Gentlemen:
We have served as counsel for Premier Bancshares, Inc. (the "Company")
in connection with its registration under the Securities Act of 1933, as
amended, of 1,875,000 shares of its common stock, $1.00 par value (the
"Shares"), which are proposed to be offered and sold pursuant to the Premier
Bancshares, Inc. 1997 Stock Option Plan (as amended and restated effective July
1, 1998) (the "Plan"), and pursuant to the Company's Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") with respect to the Shares.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company and certificates of its officers
and of public officials as we have deemed necessary. 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.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, upon issuance pursuant to the terms of the
respective Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Steven S. Dunlevie
-------------------------------------------
Steven S. Dunlevie, a Member
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement Form
S-8 No. 333-0000) pertaining to the Premier Bancshares, Inc. 1997 Stock Option
Plan and the Premier Bancshares, Inc. Directors' Deferred Stock Unit Plan
(formerly the Premier Bancshares, Inc. Directors' Stock Option Plan) of our
report dated February 5, 1998, with respect to the consolidated financial
statements of Premier Bancshares, Inc. and subsidiaries included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
July 16, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report, dated January 31, 1997, except for Note 2
as to which the date is June 23, 1997 and December 12, 1997, relating to the
consolidated financial statements of Premier Bancshares, Inc. and subsidiaries,
contained in the annual report on Form 10-K for the year ended December 31,
1996.
/s/ Mauldin & Jenkins, LLC
----------------------------------
MAULDIN & JENKINS, LLC
Atlanta, Georgia
July 16, 1998
<PAGE>
EXHIBIT 99.1
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE
JULY 1, 1998)
<PAGE>
PREMIER BANCSHARES, INC.
1997 STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE
JULY 1, 1998)
1. PURPOSE
-------
The purpose of the Premier Bancshares, Inc. 1997 Stock Option Plan (the
"Plan") is to encourage and enable selected key employees, independent
contractors, consultants and advisors in the service of Premier Bancshares, Inc.
(the "Corporation") or its related corporations to acquire or to increase their
holdings of common stock of the Corporation (the "Common Stock") in order to
promote a closer identification of their interests with those of the Corporation
and its shareholders, thereby further stimulating their efforts to enhance the
efficiency, soundness, profitability, growth and shareholder value of the
Corporation. This purpose will be carried out through the granting of incentive
stock options ("Incentive Options") intended to qualify under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), and nonqualified stock
options ("Nonqualified Options"). Incentive Options and Nonqualified Options
shall be referred to herein collectively as "Options." To the extent that any
Option is designated as an Incentive Option and such option does not qualify as
an Incentive Option, it shall constitute a Nonqualified Option.
2. ADMINISTRATION OF THE PLAN
--------------------------
(a) The Plan shall be administered by the Board of Directors of the
Corporation (the "Board") or, upon its delegation, by a committee (the
"Committee") appointed by the Board and comprised solely of members of the
Board. Unless the Board shall determine otherwise, the Committee shall
include no fewer than the minimum number of "non-employee directors," as
such term is defined in Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as may be required
by Rule 16b-3 or any successor rule. For the purposes herein, the term
"Committee" shall include the Board if it is exercising its authority to
administer the Plan.
(b) Any action of the Committee may be taken by a written instrument
signed by all of the members of the Committee and any action so taken by
written consent shall be as fully effective as if it had been taken by a
majority of the members at a meeting duly held and called. Subject to the
provisions of the Plan, the Committee shall have full and final authority,
in its discretion, to take any action with respect to the Plan including,
without limitation, the following: (i) to determine the individuals to
receive Options, the nature of each Option as an Incentive Option or a
Nonqualified Option, the times when Options shall be granted, the number of
shares to be subject to each Option, the Option price (determined in
accordance with Section 6), the Option period, the time or times when each
Option shall be exercisable and the other terms, conditions, restrictions
and limitations of an Option; (ii) to prescribe the form or forms of the
agreements evidencing any Options granted under the Plan; (iii) to
establish, amend and rescind rules and regulations for the administration
of the Plan; and (iv) to construe and interpret
<PAGE>
the Plan, the rules and regulations, and the agreements evidencing Options
granted under the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. In addition, the
Committee shall have complete authority, in its discretion, to accelerate
the date that any Option which is not otherwise exercisable shall become
exercisable in whole or in part, without any obligation to accelerate such
date with respect to any other Option granted to any person.
(c) Notwithstanding Section 2(b), and subject to the terms of the Plan
herein, the Committee may delegate to the Chief Executive Officer of the
Corporation the authority to grant Options, and to make any or all of the
determinations reserved for the Committee in the Plan and summarized in
Section 2(b) with respect to Options that have been granted, to any
individual who, at the time of such grant or other determination, (i) is
not an officer or director of the Corporation subject to Section 16 of the
Exchange Act and (ii) is otherwise eligible to participate in the Plan
under Section 5. To the extent that the Committee has delegated authority
to administer the Plan to the Chief Executive Officer pursuant to this
Section 2(c), references to the Committee shall include references to such
person, subject, however, to the requirements of the Plan, Rule 16b-3 and
other applicable law.
3. EFFECTIVE DATE
--------------
The effective date of the Plan shall be the June 15, 1997. The Plan was
amended and restated effective July 1, 1998. Options may be granted under the
Plan on and after the effective date, but not after June 14, 2007.
4. OPTIONS; SHARES OF STOCK SUBJECT TO THE PLAN
--------------------------------------------
Both Incentive Options and Nonqualified Options, as designated by the
Committee, may be granted under the Plan. Subject to adjustment as provided in
Section 10, and pursuant to amendment to the Plan, the number of shares of
Common Stock that may be issued and sold pursuant to Options shall not exceed in
the aggregate 3,000,000 shares of authorized but unissued or reacquired shares
of the Common Stock of the Corporation. The Corporation hereby reserves
sufficient authorized shares of Common Stock to provide for the exercise of
Options granted hereunder. Any shares of Common Stock subject to an Option
which, for any reason, expires or is terminated unexercised as to such shares
may again be subject to an Option granted under the Plan. No Optionee may be
granted Options in any calendar year for more than 75,000 shares of Common Stock
(subject to adjustment as provided in Section 10).
5. ELIGIBILITY
-----------
An Option may be granted only to an individual who satisfies the following
eligibility requirements on the date the Option is granted:
(a) The individual is either (i) a key employee of the Corporation or
a related corporation or (ii) an independent contractor, consultant or
advisor (collectively, "independent contractors") providing services to the
Corporation or a related corporation. Directors of the Corporation or a
related corporation who are otherwise eligible to participate in the Plan
may
2
<PAGE>
be granted Options under the Plan. For this purpose, an individual shall be
considered to be an "employee" only if there exists between the individual
and the Corporation or a related corporation the legal and bona fide
relationship of employer and employee. In determining whether such a
relationship exists, the regulations of the United States Treasury
Department relating to the determination of the employment relationship for
the purpose of collection of income tax on wages at the source shall be
applied.
Also, for this purpose, a "key employee" is an employee of the
Corporation or a related corporation whom the Committee determines
qualifies as a key employee based on the nature and extent of such
employee's duties, responsibilities, personal capabilities, performance and
potential, or any combination of such factors.
(b) Notwithstanding the terms of the Plan, the Committee shall also
have authority, in its discretion, to grant substitute options or to assume
options, or both, for compensatory purposes to non-employees or non-key
employees in connection with mergers, reorganizations or other business
combinations involving the Corporation or a related corporation, and,
further, to interpret the terms of such Options in a manner that is, to the
extent possible, consistent with the terms of the Plan and any agreements
underlying such business combination, subject in all respects to the
requirements of applicable law.
(c) With respect to the grant of an Incentive Option, the individual
is an employee who does not own, immediately before the time that the
Incentive Option is granted, stock possessing more than ten percent of the
total combined voting power of all classes of stock of the Corporation or a
related corporation; provided, that an individual owning more than ten
percent of the total combined voting power of all classes of stock of the
Corporation or a related corporation may be granted an Incentive Option if
the price at which such Option may be exercised is greater than or equal to
110% of the fair market value of the shares on the date the Option is
granted and the Option period does not exceed five years. For this
purpose, an individual will be deemed to own stock which is attributed to
him under Section 424(d) of the Code.
(d) The individual, being otherwise eligible under this Section 5, is
selected by the Committee as an individual to whom an Option shall be
granted (an "Optionee").
6. GRANT OF OPTIONS; OPTION PRICE
------------------------------
(a) Subject to the limitations of the Plan, the Committee may in its
sole and absolute discretion grant Options to such eligible persons in such
numbers, upon such terms and at such times as the Committee shall
determine. Both Incentive Options and Nonqualified Options may be granted
under the Plan. To the extent that a Option is designated as an Incentive
Option but does not qualify as such, the Option (or portion thereof) shall
be treated as a Nonqualified Option.
(b) The price per share at which an Option may be exercised (the
"Option price") shall be established by the Committee at the time the
Option is granted and shall be set forth in
3
<PAGE>
the terms of the agreement evidencing the grant of the Option; provided,
that (i) in the case of an Incentive Option, the Option price shall be
equal to or greater than the fair market value per share of the Common
Stock on the date the Option is granted, and (ii) in no event shall the
Option price per share of any Option be less than the par value per share
of the Common Stock. In addition, the following rules shall apply:
(i) An Incentive Option shall be considered to be granted on
the date that the Committee acts to grant the Option, or on any later
date specified by the Committee as the date of grant of the Option. A
Nonqualified Option shall be considered to be granted on the date the
Committee acts to grant the Option or any other date specified by the
Committee as the date of grant of the Option.
(ii) Unless an individual agreement provides otherwise, the fair
market value of the shares shall be determined in good faith by the
Committee in accordance with the following provisions: (i) if the
shares of Common Stock are listed for trading on the American Stock
Exchange or the New York Stock Exchange or included in The Nasdaq
National Market, the fair market value shall be the closing sales
price of the shares on the American Stock Exchange or the New York
Stock Exchange or as reported in The Nasdaq National Market (as
applicable) on the date immediately preceding the date the Option is
granted, or, if there is no transaction on such date, then on the
trading date nearest preceding the date the Option is granted for
which closing price information is available; or (ii) if the shares of
Common Stock are not listed or reported in any of the foregoing, then
fair market value shall be determined by the Committee in accordance
with the applicable provisions of Section 20.2031-2 of the Federal
Estate Tax Regulations, or in any other manner consistent with the
Code and accompanying regulations.
(iii) In no event shall there first become exercisable by the
Optionee in any one calendar year incentive stock options granted by
the Corporation or any related corporation with respect to shares
having an aggregate fair market value (determined at the time an
option is granted) greater than $100,000.
7. OPTION PERIOD AND LIMITATIONS ON THE RIGHT TO EXERCISE OPTIONS
--------------------------------------------------------------
(a) The term of an Option (the "Option period") shall be determined
by the Committee when the Option is granted and shall not extend more than
ten years from the date on which the Option is granted. An Option shall be
exercisable on such date or dates, during such period, for such number of
shares, and subject to such conditions as shall be determined by the
Committee and set forth in the agreement evidencing such Option, subject to
the right of the Committee to accelerate the time(s) when Options may be
exercised. Any Option or portion thereof not exercised before the
expiration of the Option period shall terminate.
(b) An Option may be exercised by giving written notice of at least
10 days to the Committee or its designee at such place as the Committee
shall direct. Such notice shall specify the number of shares to be
purchased pursuant to an Option and the aggregate purchase price to be paid
therefor, and shall be accompanied by the payment of such purchase price.
Unless
4
<PAGE>
an individual option agreement provides otherwise, such payment shall be in
the form of (i) cash; (ii) shares of Common Stock owned by the Optionee at
the time of exercise; (iii) shares of Common Stock withheld upon exercise;
(iv) delivery of a properly executed written notice of exercise to the
Corporation and delivery to a broker of written notice of exercise and
irrevocable instructions to promptly deliver to the Corporation the amount
of sale or loan proceeds to pay the Option price; or (v) any combination of
the foregoing methods. Shares tendered or withheld in payment upon the
exercise of an Option shall be valued at their fair market value on the
date of exercise, as determined by the Committee by applying the provisions
of Section 6(b)(ii).
(c) No Option granted to an Optionee who was an employee at the time
of grant shall be exercised unless the Optionee is, at the time of
exercise, an employee as described in Section 5(a), and has been an
employee continuously since the date the Option was granted, subject to the
following:
(i) An Option shall not be affected by any change in the terms,
conditions or status of the Optionee's employment, provided that the
Optionee continues to be an employee of the Corporation or a related
corporation.
(ii) The employment relationship of an Optionee shall be treated
as continuing intact for any period that the Optionee is on military
or sick leave or other bona fide leave of absence, provided that the
period of such leave does not exceed ninety days, or, if longer, as
long as the Optionee's right to reemployment is guaranteed either by
statute or by contract. The employment relationship of an Optionee
shall also be treated as continuing intact while the Optionee is not
in active service because of disability. For purposes of this Section
7(c)(ii), "disability" shall mean the inability of the Optionee to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to
result in death, or which has lasted or can be expected to last for a
continuous period of not less than twelve months. The Committee shall
determine whether an Optionee is disabled within the meaning of this
paragraph.
(iii) Unless an individual option agreement provides otherwise,
if the employment of an Optionee is terminated because of disability
within the meaning of subparagraph (ii), or if the Optionee dies while
he is an employee or dies after the termination of his employment
because of disability, the Option may be exercised only to the extent
exercisable on the date of the Optionee's termination of employment or
death while employed (the "termination date"), except that the
Committee may in its discretion accelerate the date for exercising all
or any part of the Option which was not otherwise exercisable on the
termination date. The Option must be exercised, if at all, prior to
the first to occur of the following, whichever shall be applicable:
(A) the close of the period of twelve months next succeeding the
termination date; or (B) the close of the Option period. In the event
of the Optionee's death, such Option shall be exercisable by such
person or persons as shall have acquired the right to exercise the
Option by will or by the laws of intestate succession.
5
<PAGE>
(iv) Unless an individual option agreement provides otherwise,
if the employment of the Optionee is terminated for any reason other
than disability (as defined in subparagraph (ii)) or death or for
"cause," his Option may be exercised to the extent exercisable on the
date of such termination of employment, except that the Committee may
in its discretion accelerate the date for exercising all or any part
of the Option which was not otherwise exercisable on the date of such
termination of employment. The Option must be exercised, if at all,
prior to the first to occur of the following, whichever shall be
applicable: (A) the close of the period of 90 days next succeeding the
termination date; or (B) the close of the Option period. If the
Optionee dies following such termination of employment and prior to
the earlier of the dates specified in (A) or (B) of this subparagraph
(iv), the Optionee shall be treated as having died while employed
under subparagraph (iii) immediately preceding (treating for this
purpose the Optionee's date of termination of employment as the
termination date). In the event of the Optionee's death, such Option
shall be exercisable by such person or persons as shall have acquired
the right to exercise the Option by will or by the laws of intestate
succession.
(v) Unless an individual option agreement provides otherwise,
if the employment of the Optionee is terminated for "cause," his
Option shall lapse and no longer be exercisable as of the effective
time of his termination of employment, as determined by the Committee.
For purposes of this subparagraph (v) and subparagraph (iv), the
Optionee's termination shall be for "cause" if such termination
results from the Optionee's (A) dishonesty; (B) refusal to perform his
duties for the Corporation; or (C) engaging in conduct that could be
materially damaging to the Corporation without a reasonable good faith
belief that such conduct was in the best interest of the Corporation.
The determination of "cause" shall be made by the Committee and its
determination shall be final and conclusive.
(vi) Notwithstanding the foregoing, the Committee shall have
authority, in its discretion, to extend the period during which an
Option may be exercised; provided that, in the event that any such
extension shall cause an Incentive Option to be designated as a
Nonqualified Option, no such extension shall be made without the prior
written request and consent of the Optionee.
(d) Unless an individual option agreement provides otherwise, an
Option granted to an Optionee who was an independent contractor of the
Corporation or a related corporation at the time of grant (and who does not
thereafter become an employee, in which case he shall be subject to the
provisions of Section 7(c) herein) may be exercised only to the extent
exercisable on the date of the Optionee's termination of service to the
Corporation or a related corporation (unless the termination was for
cause), and must be exercised, if at all, prior to the first to occur of
the following, as applicable: (A) the close of the period of 90 days next
succeeding the termination date; or (B) the close of the Option period. If
the services of such an Optionee are terminated for cause (as defined in
Section 7(c)(v) herein), his Option shall lapse and no longer be
exercisable as of the effective time of his termination of services, as
determined by the Committee. Notwithstanding the foregoing, the Committee
may in its
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discretion accelerate the date for exercising all or any part of an Option
which was not otherwise exercisable on the termination date or extend the
period during which an Option may be exercised, or both.
(e) An Optionee or his legal representative, legatees or distributees
shall not be deemed to be the holder of any shares subject to an Option
unless and until certificates for such shares are issued to him or them
under the Plan.
(f) Nothing in the Plan shall confer upon the Optionee any right to
continue in the service of the Corporation or a related corporation as an
employee or independent contractor, as the case may be, or to interfere in
any way with the right of the Corporation or a related corporation to
terminate the Optionee's service at any time.
(g) A certificate or certificates for shares of Common Stock acquired
upon exercise of an Option shall be issued in the name of the Optionee ( or
his beneficiary) and distributed to the Optionee (or his beneficiary) as
soon as practicable following receipt of notice of exercise and payment of
the purchase price.
8. CHANGE OF CONTROL
-----------------
(a) Except as provided in Section 8(b) herein, in the event of a
Change of Control (as defined in Section 8(c) herein), all Options
outstanding as of the date of such Change of Control shall become fully
exercisable, whether or not then otherwise exercisable.
(b) Notwithstanding the foregoing, in the event of a merger, share
exchange, reorganization or other business combination affecting the
Corporation or a related corporation, the Committee may, in its sole and
absolute discretion, determine that any or all Options granted pursuant to
the Plan shall not become exercisable on an accelerated basis, if the Board
of Directors or the surviving or acquiring corporation, as the case may be,
shall have taken such action, including but not limited to the assumption
of Options granted under the Plan or the grant of substitute options or
awards, as in the opinion of the Committee is equitable or appropriate to
protect the rights and interests of participants under the Plan. For the
purposes herein, the Committee authorized to make the determinations
provided for in this Section 8(b) shall be appointed by the Board of
Directors, two-thirds of the members of which shall have been Directors of
the Corporation prior to the merger, share exchange, reorganization or
other business combination affecting the Corporation or a related
corporation.
(c) For the purposes herein, as "Change of Control" shall be deemed
to have occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the
beneficial owner of, or shall have obtained voting control over,
thirty percent (30%) or more of the outstanding Common Stock of the
Corporation;
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(ii) The date the shareholders of the Corporation approve a
definitive agreement (A) to merge or consolidate the Corporation with
or into another corporation, in which the Corporation is not the
continuing or surviving corporation or pursuant to which any shares of
Common Stock of the Corporation would be converted into cash,
securities or other property of another corporation, other than a
merger of the Corporation in which holders of Common Stock immediately
prior to the merger have the same proportionate ownership of Common
Stock of the surviving corporation immediately after the merger as
immediately before, or (B) to sell or otherwise dispose of all or
substantially all the assets of the Corporation; or
(iii) The date there shall have been a change in a majority of
the Board of Directors of the Corporation within a twelve-month period
unless the nomination for election by the Corporation's shareholders
of each new director was approved by the vote of two-thirds of the
directors then still in office who were in office at the beginning of
the twelve-month period.
For the purposes herein, the term "person" shall mean any individual,
corporation, partnership, group, association or other person, as such term
is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act,
other than the Corporation, a subsidiary of the Corporation or any employee
benefit plan(s) sponsored or maintained by the Corporation or any
subsidiary thereof, and the term "beneficial owner" shall have the meaning
given the term in Rule 13d-3 under the Exchange Act.
9. NONTRANSFERABILITY OF OPTIONS AND SHARES
----------------------------------------
Incentive Options granted pursuant to the Plan shall not be transferable
(including by pledge or hypothecation) other than by will or the laws of
intestate succession or pursuant to a qualified domestic relations order, as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or the rules thereunder. Nonqualified Options
granted pursuant to the Plan shall not be transferable (including by pledge or
hypothecation) other than by will or the laws of intestate succession or
pursuant to a qualified domestic relations order, as defined by the Code or
Title I of ERISA or the rules thereunder, except as may be permitted by the
Committee in a manner consistent with the registration provisions of the
Securities Act of 1933, as amended (the "Securities Act"). An Option shall be
exercisable during the Optionee's lifetime only by him. To the extent required
by Section 16 of the Exchange Act, shares acquired upon the exercise of an
Option shall not, without the consent of the Committee, be transferable
(including by pledge or hypothecation) until the expiration of six months after
the date the Option was granted.
10. DILUTION OR OTHER ADJUSTMENTS
-----------------------------
If there is any change in the outstanding shares of Common Stock of the
Corporation as a result of a merger, consolidation, reorganization, stock
dividend, stock split distributable in shares, or other change in the capital
stock structure of the Corporation, the Committee shall make such adjustments to
Options, the number of shares reserved for issuance and issuable under the Plan,
and any provisions of
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this Plan as the Committee deems equitable to prevent dilution or enlargement of
Options or otherwise advisable to reflect such change.
11. WITHHOLDING
-----------
The Corporation shall require any recipient of shares pursuant to the
exercise of an Option to pay to the Corporation in cash the amount of any tax or
other amount required by any governmental authority to be withheld and paid over
by the Corporation to such authority for the account of such Optionee.
Notwithstanding the foregoing, the Optionee may satisfy such obligation in whole
or in part, and any other local, state or federal income tax obligations
relating to the exercise of an Option, by electing (the "Election") to have the
Corporation withhold shares of Common Stock from the shares to which the
Optionee is entitled. The number of shares to be withheld shall have a fair
market value (determined in accordance with Section 6(b)(ii)) as of the date
that the amount of tax to be withheld is determined (the "Tax Date") as nearly
equal as possible to (but not exceeding) the amount of such obligations being
satisfied. Each Election must be made in writing to the Committee prior to the
Tax Date in accordance with election procedures established by the Committee.
12. CERTAIN DEFINITIONS
-------------------
For purposes of the Plan, the following terms shall have the meaning
indicated:
(a) "Related corporation" means any parent, subsidiary or predecessor
of the Corporation.
(b) "Parent" or "parent corporation" shall mean any corporation (other
than the Corporation) in an unbroken chain of corporations ending with the
Corporation if, at the time that the Option is granted, each corporation
other than the Corporation owns stock possessing fifty percent or more of
the total combined voting power of all classes of stock in another
corporation in the chain.
(c) "Subsidiary" or "subsidiary corporation" means any corporation
(other than the Corporation) in an unbroken chain of corporations beginning
with the Corporation if, at the time that the Option is granted, each
corporation other than the last corporation in the unbroken chain owns
stock possessing fifty percent or more of the total combined voting power
of all classes of stock in another corporation in the chain.
(d) "Predecessor" or "predecessor corporation" means a corporation
which was a party to a transaction described in Section 424(a) of the Code
(or which would be so described if a substitution or assumption under that
Section had occurred) with the Corporation, or a corporation which is a
parent or subsidiary of the Corporation, or a predecessor of any such
corporation.
In general, terms used in the Plan shall, where appropriate, be given the
meaning ascribed to them under the provisions of the Code applicable to
incentive stock options.
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13. STOCK OPTION AGREEMENT
----------------------
The grant of any Option under the Plan shall be evidenced by the execution
of an agreement (the "Agreement") between the Corporation and the Optionee.
Such Agreement shall set forth the date of grant of the Option, the Option
price, the Option period, the designation of the Option as an Incentive Option
or a Nonqualified Option, and the time or times when and the conditions upon the
happening of which the Option shall become exercisable. Such Agreement shall
also set forth the restrictions, if any, with respect to which the shares to be
purchased thereunder shall be subject, and such other terms and conditions as
the Committee shall determine which are consistent with the provisions of the
Plan and applicable law and regulations.
14. RESTRICTIONS ON SHARES
----------------------
The Corporation may impose such restrictions on any shares acquired upon
exercise of Options granted under the Plan as it may deem advisable, including,
without limitation, restrictions necessary to ensure compliance with the
Securities Act, under the requirements of any applicable self-regulatory
organization and under any blue sky or state securities laws applicable to such
shares. Notwithstanding any other Plan provision to the contrary, the
Corporation shall not be obligated to issue, deliver or transfer shares of
Common Stock under the Plan or take any other action, unless such action is in
compliance with all applicable laws, rules and regulations (including but not
limited to the requirements of the Securities Act). The Corporation may cause a
restrictive legend to be placed on any certificate issued pursuant to the
exercise of an Option in such form as may be prescribed from time to time by
applicable laws and regulations or as may be advised by legal counsel to the
Corporation.
15. AMENDMENT OR TERMINATION
------------------------
The Plan may be amended or terminated at any time by action of the Board;
provided, that:
(a) Any amendment which would (i) materially increase the aggregate
number of shares which may be issued under the Plan (other than changes as
described in Section 10), or (ii) materially change the requirements for
eligibility to receive Options under the Plan shall be made only with the
approval of the shareholders of the Corporation.
(b) No outstanding Option shall be amended or terminated (i) without
the consent of the Optionee if such amendment or termination would
adversely affect the Optionee's rights with respect to such Option; and
(ii) if the Option is an Incentive Option, without the opinion of legal
counsel to the Corporation that such amendment or termination will not
constitute a "modification" within the meaning of Section 424 of the Code
if the Committee determines such an opinion is necessary.
16. APPLICABLE LAW
--------------
Except as otherwise provided herein, the Plan shall be construed and
enforced according to the laws of the State of Georgia.
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17. SECTION 16(B) COMPLIANCE
------------------------
To the extent that participants in the Plan are subject to Section 16(b) of
the Exchange Act, it is the general intention of the Corporation that
transactions under the Plan shall comply with Rule 16b-3 under the Exchange Act
and, unless the Committee shall determine otherwise, if any Plan provision is
later found not to be in compliance with Section 16 of the Exchange Act, the
provision shall be deemed null and void in order for the Plan to be construed in
favor of Plan transactions meeting the requirements of Rule 16b-3 or successor
rules applicable to the Plan. Notwithstanding anything in the Plan to the
contrary, the Committee may bifurcate the Plan so as to restrict, limit or
condition the use of any provision of the Plan to participants who are officers
or directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other participants.
18. UNFUNDED PLAN; RETIREMENT PLANS
-------------------------------
(a) Neither a participant nor any other person shall, by reason of the
Plan, acquire any right in or title to any assets, funds or property of the
Corporation or any related corporation, including, without limitation, any
specific funds, assets or other property which the Corporation or any related
corporation, in their discretion, may set aside in anticipation of a liability
under the Plan. A participant shall have only a contractual right to the Common
Stock issuable under the Plan, unsecured by any assets of the Corporation or any
related corporation. Nothing contained in the Plan shall constitute a guarantee
that the assets of such corporations shall be sufficient to pay any benefits to
any person.
(b) In no event shall any amounts accrued, distributable or payable under
the Plan be treated as compensation for the purpose of determining the amount of
contributions or benefits to which any person shall be entitled under any
retirement plan sponsored by the Corporation or a related corporation that is
intended to be a qualified plan within the meaning of Section 401(a) of the
Code.
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IN WITNESS WHEREOF, this Premier Bancshares, Inc. 1997 Stock Option Plan,
as amended and restated, is, by the authority of the Board of Directors of the
Corporation, executed in behalf of the Corporation, effective the 1st day of
July, 1998.
PREMIER BANCSHARES, INC.
By: /s/ Darrell D. Pittard
--------------------------------------
Darrell D. Pittard
Chairman of the Board and
Chief Executive Officer
Attest:
/s/ Barbara Burtt
- -----------------------------
Barbara Burtt, Secretary
[Corporate Seal]
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