FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PREMIER BANKSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-1377250
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
29 College Drive, P.O. Box 1199
Bluefield, Virginia 24605-1199
(Address of principal executive offices)
Premier Bankshares Corporation Retirement Savings Plan
(Full title of the plan)
James R. Wheeling
29 College Drive, P.O. Box 1199
Bluefield, Virginia 24605-1199
(Name and address of agent for service)
(703) 322-2242
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to be Proposed Proposed Amount of
securities registered maximum maximum registration
to be offering aggregate fee
registered price per offering
unit (1) price
Common 75,000 $18 $1,350,000 $466
Stock Par shares
Value $2.00
(1) Pursuant to Rule 457(c), the price used in computing the
registration fee is based upon the average bid-ask price reported
as of January 9, 1995, in the stock's unlisted over-the-counter
market.
(2) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The information required by this item is contained in or
accompanies the Summary Plan Description to be delivered to each
participant.
Item 2. Registrant Information and Employee Plan Annual
Information.
The required incorporation by reference and written statement are
set forth in the material delivered to each participant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
1. The Registrant's latest Annual Report on Form 10-K filed
pursuant to Section 15(d) of the Securities Exchange Act
of 1934 (the "Act").
2. All other reports filed or to be filed pursuant to
Section 15(d) of the Act since the end of the fiscal year
covered by the Annual Report referred to above.
3. The description of the Registrant's common stock
contained in its Form 10 filed pursuant to the Act.
4. The Plan's latest Annual Report on Form 11-K filed
pursuant to Section 15(d) of the Act.
All documents subsequently filed under the Act prior to the filing
of a post-effective amendment indicating that all securities
registered hereby have been sold, or deregistering any unsold
securities, are deemed incorporated herein by reference from and as
of the filing dates thereof.
Item 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VI of the Articles of Incorporation of the Registrant
requires indemnification of directors, officers and employees to
the fullest extent permitted by the Virginia Stock Corporation Act,
as amended from time to time. Such indemnity applies to liability
incurred by reason of having been a director or officer of the
Registrant, and includes all costs and expenses actually incurred
by such person in the proceeding. Indemnification does not extend
to amounts paid by such person to the Registrant pursuant to
settlement or in satisfaction of a judgment arising out of
litigation brought by or in the right of Registrant, nor in a case
in which the person has been adjudged liable by reason of gross
negligence, wilful misconduct or criminal conduct in the
performance of his duties. Reasonable costs or expenses may be
advanced on behalf of such person subject to certain conditions,
including a written agreement to repay all advances in the event it
is ultimately determined that such person is not entitled to
indemnification. The Registrant is permitted to obtain insurance
to indemnify such persons to the extent allowable, and has done so.
Item 8. Exhibits.
(4) Instruments Defining the Rights of Security Holders (not
applicable)
(5) (a) Opinion of Counsel Re: Legality (not applicable)
(b) Opinion of Counsel Re: ERISA Compliance:
The Registrant undertakes to submit the plan and any
amendments thereto to the Internal Revenue Service
("IRS") in a timely manner, and will make all changes
required by the IRS in order to qualify the plan.
(15) Letter Re: Unaudited Interim Financial Information (not
applicable)
(23) Consents of Experts and Counsel
(24) Power of Attorney (set forth preceding signatures)
(27) Financial Data Schedule (not applicable)
(28) Information from Reports Furnished Regulatory Authorities
(not applicable)
(99) Additional Exhibits (not applicable)
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;
(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 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 of 1933, 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.
c. 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 Act 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 directors, 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 Act and
will be governed by the final adjudication of such issue.
Power of Attorney
Each person whose signature appears below hereby authorizes Eugene
E. Derryberry or Henry L. Adkins, Jr. to execute in the name of
such person, and to file any amendment to this Registration
Statement making such changes therein as the Registrant deems
appropriate, and appoints such person named above as Attorney-in-
Fact to sign in his behalf individually and in each capacity stated
below and file all amendments to this Registration Statement.
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 County of
Tazewell, Virginia on January 11, 1995.
PREMIER BANKSHARES CORPORATION
By:/s/ James R. Wheeling
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature
Title Date
/s/ James R. Wheeling President and Chief Executive
James R. Wheeling Officer; Director
/s/ Ellen Simpson Secretary and Controller
Ellen Simpson (Chief Accounting Officer)
/s/ J. Robert Buchanan Vice President and Treasurer
J. Robert Buchanan (Chief Financial Officer)
/s/ N. Stanley King, Sr.Chairman of the Board of
N. Stanley King, Sr. Directors
/s/ Claude H. VanDyke Vice Chairman of the Board of
Claude H. VanDyke Directors
/s/Jack P. Chambers Director
Jack P. Chambers
/s/James E. Childress
Director
James E. Childress
Director
John W. Gillespie
/s/Harris Hart, II
Director
Harris Hart, II
/s/Charles C. Henley Director
Charles C. Henley
Director
Miles L. Hillman
Director
Robert C. James
Director
John A. Johnston
Director
Larry H. Sykes
/s/George R. Smith, Jr. Director
George R. Smith, Jr.
Director
Gene H. James
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustees (or other persons who administer the employee
benefit plan) have duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the County of Tazewell, State of Virginia, on January 11, 1995.
PREMIER BANKSHARES CORPORATION
RETIREMENT SAVINGS PLAN
By: Premier Bank, N.A., Trustee
By:/s/ William F. King
William F. King, Vice President
EXHIBIT INDEX
(23) Consent of Accountant