<PAGE>
As Filed With the Securities and Exchange Commission on October 27, 1999;
Registration No. 333-82661
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
PREMIER BANCSHARES, INC.
___________________________
(Exact name of registrant as specified in its charter)
Georgia 6025 58-1793778
- ---------------- --------------------- ----------------------
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classi- Identification Number)
Incorporation or fication Code Number)
Organization)
2180 Atlanta Plaza
950 East Paces Ferry Road
Atlanta, Georgia 30326
(404) 814-3090
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(Address, including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Elizabeth O. Derrick, Esq.
Womble Carlyle Sandridge & Rice, PLLC
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309
(404) 872-7000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
- --------------------------------------------------------------------------------
Approximate date of commencement of the proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box. [_]
If this Form is being filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the
following box and list the Securities Act Registration Statement number of the
earlier effective Registration Statement for the same offering. [_]
If this Form is a post effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
<PAGE>
DEREGISTRATION OF SHARES
Premier Bancshares, Inc. (the "Registrant") hereby deregisters 4,346 of the
2,037,743 shares of its common stock, par value $1.00 per share (the "Common
Stock"), registered on its Registration Statement on Form S-4 (Registration No.
333-82661) for public issuance. This Registration Statement covered the maximum
number of shares which could have been issued pursuant to the term of that
certain Agreement and Plan of Reorganization by and between the Registrant and
North Fulton Bancshares, Inc. dated as of April 6, 1999, as amended, or pursuant
to the North Fulton Bancshares, Inc. 1996 Stock Incentive Plan which was assumed
by the Registrant in connection with the Agreement. Pursuant to the Agreement,
the outstanding shares of North Fulton were converted into 1,829,464 shares of
the Registrant's Common Stock and options to purchase 203,933 shares of the
Registrant's Common Stock were reserved for issuance under North Fulton
Bankshares, Inc. 1996 Stock Incentive Plan, therefore, the Registrant did not
issue the total number of shares of Common Stock registered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 October 25, 1999.
Premier Bancshares, Inc.
By: /s/ Darrell D. Pittard
---------------------------------------
Darrell D. Pittard, Chairman and Chief
Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
* Director October 25, 1999
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James L. Coxwell, Sr.
* Director October 25, 1999
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William M. Evans, Jr.
* Director October 25, 1999
- ---------------------------
John H. Ferguson
* Director October 25, 1999
- ---------------------------
Robert E. Flournoy III
* Director October 25, 1999
- ---------------------------
James E. Freeman
* Director October 25, 1999
- ---------------------------
A. F. Gandy
* Director October 25, 1999
- ---------------------------
Robin R. Howell
* Director October 25, 1999
- ---------------------------
Billy H. Martin
* Director October 25, 1999
- ---------------------------
C. Steve McQuaig
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<TABLE>
<S> <C> <C>
* Director, President and Chief October 25, 1999
- ----------------------------- Operating Officer
Robert C. Oliver
* Director October 25, 1999
- -----------------------------
Thomas E. Owen, Jr.
/s/ Darrell D. Pittard Chairman and Chief Executive Officer October 25, 1999
- ----------------------------- (principal executive officer)
Darrell D. Pittard
* Chief Financial Officer and Executive October 25, 1999
- ----------------------------- Vice President (principal financial
Michael E. Ricketson and accounting officer
* Director October 25, 1999
- -----------------------------
John D. Stephens
* Director October 25, 1999
- -----------------------------
James E. Sutherland, Sr.
</TABLE>
* By: Darrell D. Pittard, Attorney-in-Fact
