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______________________________
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>
GEORGIA 2180 ATLANTA PLAZA 58-1793778
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(State or other jurisdiction of 950 EAST PACES FERRY ROAD (I.R.S. Employer
incorporation or organization) ATLANTA, GEORGIA 30326 Identification Number)
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(Address of principal executive offices)
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PREMIER BANCSHARES, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
----------------------------------
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
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(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 2,000,000 shares $ 26.69 $ [53,380,000] [15,748]
- ------------------------------------------------------------------------------------
</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 24, 1998, as reported
on the American Stock Exchange.
_____________
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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.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------ -------------------------
Not applicable.
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 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
The provisions of the Georgia Business Corporation Code (the "Georgia
Code") and the Company's Bylaws set forth the extent to which the Company's
directors and officers may be indemnified against liabilities they may incur
while serving in such capacities. Under the Company's Bylaws, the Company is
required to indemnify its officers and directors against reasonable expenses
(including attorneys' fees) incurred by them in the defense of any action, suit
or proceeding to which they were made a party, or in defense of any claim, issue
or matter therein, by reason of the fact that they are or were officers,
directors, employees or agents of the Company, to the extent that they have been
successful, on the merits or otherwise, in such defense. The Company's Bylaws
also permit indemnification of its directors and officers against any liability
incurred in connection with any threatened, pending or completed action, suit or
proceeding by reason of the fact that they are or were directors or officers of
the Company or who, while directors or officers of the Company, are or were
serving at the Company's request as directors, officers, partners, trustees,
employees or agents of another entity, if they acted in a manner they believed
in good faith to be in, or not opposed to, the best interests of the Company,
or, with respect to any criminal proceeding, had no reasonable cause to
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believe their conduct was unlawful, if a determination has been made that they
have met these standards of conduct. Such indemnification in connection with a
proceeding by or in the right of the Company, however, is limited to reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.
The Company must also provide advancement of expenses incurred by any director
or officer in defending any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he or she is not entitled to
indemnification by the Company.
The Company may not indemnify a director or officer in connection with
a proceeding by or in the right of the Company in which the director of officer
was adjudged liable to the Company for appropriation of a business opportunity
or payment of unlawful dividends, in connection with a proceeding in which he or
she was adjudged liable on the basis that he or she improperly received a
personal benefit or for intentional misconduct or a knowing violation of law.
The indemnification provisions of the Georgia Code are essentially
identical to those set forth above, except that the Georgia Code permits, but
does not require, a corporation to advance expenses under the circumstances for
such payments described above.
The Company maintains an insurance policy insuring the Company and its
directors and officers against certain liabilities, including liabilities under
the Securities Act of 1933.
The Company's Articles of Incorporation provide that no director of
the Company shall be personally liable to the Company or its shareholders for
monetary damages for a breach of the duty of care or of any other duty as a
director, except in the case of: (i) wrongful appropriation of any business
opportunity of the Company; (ii) acts or omissions not in good faith or
involving intentional misconduct or a knowing violation or law; (iii) liability
for unlawful distributions; or (iv) any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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The following exhibits are filed as a part of this Registration
Statement:
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.
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23.1 Consent of Womble Carlyle Sandridge & Rice, PLLC, which is
contained in its opinion filed as Exhibit 5.
23.2 Ernst & Young LLP
23.3 Consent of Mauldin & Jenkins, LLC.
24 Power of Attorney. (See signature page to the Registration
Statement.)
99 Premier Bancshares, Inc. Employee Stock Purchase Plan.
ITEM 9. UNDERTAKINGS.
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(a) The Company 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, as amended (the "Securities
Act");
(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
with or furnished to the Commission by the Company pursuant to Section
13 or Section 15(d) of the Exchange Act 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 Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such
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liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 and will be
governed by the final adjudication of such issue.
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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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 27th 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 hereby constitutes and
appoints Darrell D. Pittard and Robert C. Oliver, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, exhibits thereto and other documents in connection therewith, to
this Registration Statement, to make such changes in the Registration Statement
as such attorneys-in-fact deems appropriate, and to file the same, with all
exhibits thereto and other documents in connection therewish 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, as fully to all intents and
purposes as the undersigned 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 27, 1998.
/s/ Darrell D. Pittard /s/ John H. Ferguson
- ------------------------------- -------------------------------
Name: Darrell D. Pittard Name: John H. Ferguson, D.D.S.
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
- ------------------------------- -------------------------------
Robert E. Flourney III Name: A. F. Gandy
Title: Director Title: Director
/s/ N. Michael Anderson /s/ Robin R. Howell
- ------------------------------- -------------------------------
Name: N. Michael Anderson Name: Robin R. Howell
Title: Director Title: Director
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/s/ George S. Carpenter, Jr. /s/ Billy H. Martin
- ------------------------------- -------------------------------
Name: George S. Carpenter, Jr. Name: Billy H. Martin
Title: Director Title: Director
/s/ James L. Coxwell, Sr. /s/ C. Steve McQuaig
- ------------------------------- -------------------------------
Name: James L. Coxwell, Sr. Name: C. Steve McQuaig
Title: Director Title: Director
/s/ Don N. Ellis /s/ Thomas E. Owen, Jr.
- ------------------------------- -------------------------------
Name: Don N. Ellis Name: Thomas E. Owen, Jr.
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)
/s/ John E. Aderhold /s/ Glenn S. White
- ------------------------------- -------------------------------
Name: John E. Aderhold Name: Glenn S. White
Title: Director Title: Director
/s/ John D. Stephens /s/ James E. Sutherland
- ------------------------------- -------------------------------
Name: John D. Stephens Name: James E. Sutherland
Title: Director Title: Director
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8 OF
PREMIER BANCSHARES, INC.
NUMBER DESCRIPTION
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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.
99 Premier Bancshares, Inc. Employee Stock Purchase Plan.
_______________
* Incorporated by reference.
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EXHIBIT 5
July 27, 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. Employee Stock Purchase Plan
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
(the "Securities Act"), of 2,000,000 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. Employee Stock Purchase Plan (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 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. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act or other rules and regulations of the Commission
thereunder.
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By: /s/ Steven S. Dunlevie
-----------------------------------
Steven S. Dunlevie, a Member
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Premier Bancshares, Inc. Employee Stock
Purchase 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.
Atlanta, Georgia Ernst & Young LLP
July __, 1998
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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.
Mauldin & Jenkins, LLC
Atlanta, Georgia
July 28, 1998
