-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C5jemaKVolrffXyxIvWcNrMinWFZau5q9/bTHWU+H7s8JHhTCPtXZnw1J6zgM23d zT5T+3IhCSQULs1irDfVMw== 0000931763-99-001174.txt : 19990415 0000931763-99-001174.hdr.sgml : 19990415 ACCESSION NUMBER: 0000931763-99-001174 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990414 EFFECTIVENESS DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA NATIONAL BANCORPORATION CENTRAL INDEX KEY: 0000926966 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 631114426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-76303 FILM NUMBER: 99593884 BUSINESS ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2055833600 MAIL ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH STREET 2: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on April 14, 1999 REGISTRATION NO. 333-_______________ ======================================================= SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ________________ ALABAMA NATIONAL BANCORPORATION (Exact Name of Issuer as Specified in Its Charter) DELAWARE 63-1114426 (State of incorporation) (I.R.S. Employer Identification No.) 1927 FIRST AVENUE NORTH BIRMINGHAM, ALABAMA 35203 (Address of Principal Executive Offices) FIRST AMERICAN BANCORP 1994 STOCK OPTION PLAN (Full Title of the Plan) _________________ JOHN H. HOLCOMB, III CHAIRMAN AND CHIEF EXECUTIVE OFFICER 1927 FIRST AVENUE NORTH BIRMINGHAM, ALABAMA 35203 (205) 583-3600 (Name and Address of Agent for Service) With a Copy to: GREGORY S. CURRAN MAYNARD, COOPER & GALE, P.C. 1901 SIXTH AVENUE NORTH SUITE 2400 BIRMINGHAM, ALABAMA 35203 _________________
CALCULATION OF REGISTRATION FEE ======================================================================================================================= PROPOSED TITLE OF PROPOSED MAXIMUM MAXIMUM AMOUNT OF SECURITIES BEING AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION REGISTERED REGISTERED (1) PER SHARE(1) OFFERING PRICE(1) FEE - ----------------------------------------------------------------------------------------------------------------------- Common Stock, $1.00 par value 35,995(2) $22.875 $823,385.62 $228.90 =======================================================================================================================
(1) Pursuant to Rule 457, the offering price is estimated solely for the purpose of determining the registration fee and is based on the average of the bid and asked prices of the common stock of Alabama National Bancorporation on April 8, 1999. (2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number of shares of securities registered in this Registration Statement will be increased as a result of future stock splits, stock dividends or similar transactions. PART I EXPLANATORY NOTE ---------------- This Registration Statement is being filed in order to register 35,995 shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama National Bancorporation (the "Registrant"), which may be sold pursuant to the terms and conditions of the First American Bancorp 1994 Stock Option Plan, as amended (the "Plan"). A prospectus meeting the requirements of Part I of Form S-8 and containing the statement required by Item 2 of Form S-8 has been prepared. Such prospectus is not included in this Registration Statement but will be delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. - ------ --------------------------------------- The following documents filed by the Registrant with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") are incorporated into this Registration Statement by reference: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. 2. All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1997. 3. The description of the Registrant's shares of Common Stock, par value $1.00 per share (the "Common Stock"), contained in the Registration Statement filed by the Registrant to register such securities under the Exchange Act, including all amendments and reports filed for the purpose of updating such description prior to the termination of the offering of the Common Stock offered hereby. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained herein, or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not Applicable. 1 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. - ------ ----------------------------------------- The Certificate of Incorporation, as amended, of the Registrant contains a provision which, subject to certain exceptions described below, eliminates the liability of a director to the Registrant or its stockholders for monetary damages for any breach of duty as a director. This provision does not eliminate the liability of the director (i) for violations of his duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (the "DGCL") relating to unlawful dividends and distributions, or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws of the Registrant require the Registrant to indemnify any person who was, is or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of service by such person as a director of the Registrant or any other corporation, including the subsidiary banks of the Registrant, for which he served as such at the request of the Registrant. Directors are entitled to be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by the director in connection with the proceeding, except that no payments may be made with respect to liability which is not eliminated pursuant to the provision of the Registrant's Certificate of Incorporation described in the preceding paragraph. Directors are also entitled to have the Registrant advance any such expenses prior to final disposition of the proceeding, upon delivery of a written affirmation by the director of his good faith belief that the standard of conduct necessary for indemnification has been met and a written undertaking to repay the amounts advanced if it is ultimately determined that the standard of conduct has not been met. In addition to the Bylaws of the Registrant, Section 145(c) of the DGCL requires the Registrant to indemnify any director who has been successful on the merits or otherwise in defending any proceeding described above which has arisen prior to July 1, 1997. The DGCL also provides that a court may order indemnification of a director if it determines that the director is fairly and reasonably entitled to such indemnification. The Board of Directors of the Registrant also has the authority to extend to officers, employees and agents the same indemnification rights held by directors, subject to all of the accompanying conditions and obligations. The Board of Directors has extended indemnification rights to all of its executive officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. - ------ ----------------------------------- Not Applicable. ITEM 8. EXHIBITS. - ------ -------- The following exhibits are filed herewith or incorporated by reference herein as part of this Registration Statement: 5 Opinion and Consent of Maynard, Cooper & Gale, P.C. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5 hereto). 24 Power of Attorney of the Officers and Directors of the Registrant. ITEM 9. UNDERTAKINGS. - ------ ------------ (a) The undersigned Registrant hereby undertakes 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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in this Registration 2 Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided however, that such undertakings set forth in (i) and (ii) above do not apply to the extent the information required to be included in a post-effective amendment 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 this Registration Statement. The undersigned Registrant further undertakes, 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. The undersigned Registrant further undertakes 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. Insofar as indemnification for liabilities arising under the Securities Act 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 director, 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. 3 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act, 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 City of Birmingham, State of Alabama, on April 14, 1999. ALABAMA NATIONAL BANCORPORATION By: /s/ John H. Holcomb, III --------------------------------- John H. Holcomb, III Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ John H. Holcomb, III Chairman, Chief Executive April 14, 1999 - ------------------------------------ Officer, and Director John H. Holcomb, III (Principal Executive Officer) /s/ Victor E. Nichol, Jr. President, Chief Operating April 14, 1999 - ------------------------------------ Officer, and Director Victor E. Nichol, Jr. /s/ William E. Matthews, V Executive Vice President and April 14, 1999 - ------------------------------------ Chief Financial Officer William E. Matthews, V (Principal Financial Officer) /s/ James S. Parks, Jr. Senior Vice President-Finance, April 14, 1999 - ------------------------------------ Treasurer (Principal Accounting James S. Parks, Jr. Officer) * Director April 14, 1999 - ------------------------------------ W. Ray Barnes * Vice Chairman and Director April 14, 1999 - ------------------------------------ Dan M. David * Director April 14, 1999 - ------------------------------------ T. Morris Hackney
4
Signature Title Date - --------- ----- ---- * Director April 14, 1999 - ------------------------------------ John D. Johns * Director April 14, 1999 - ------------------------------------ John J. McMahon, Jr. * Director April 14, 1999 - ------------------------------------ C. Phillip McWane * Director April 14, 1999 - ------------------------------------ William D. Montgomery * Director April 14, 1999 - ------------------------------------ Drayton Nabors, Jr. * Director April 14, 1999 - ------------------------------------ C. Lloyd Nix * Director April 14, 1999 - ------------------------------------ G. Ruffner Page, Jr. * Director April 14, 1999 - ------------------------------------ William E. Sexton * Director April 14, 1999 - ------------------------------------ W. Stancil Starnes *By /s/ John H. Holcomb, III Attorney-in-Fact April 14, 1999 -------------------------------- John H. Holcomb, III
5 INDEX TO EXHIBITS ----------------- Exhibit Description Page ------- ----------- ---- 5 Opinion and Consent of Maynard, Cooper & Gale, P.C. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5 hereto). 24 Power of Attorney of the Officers and Directors of the Registrant. 6 EX-5 2 OPINION OF MAYNARD, COOPER & GALE P.C. EXHIBIT 5 [Letterhead of Maynard, Cooper & Gale) April 14, 1999 Alabama National BanCorporation 1927 First Avenue North Birmingham, Alabama 35203 Dear Sirs: We are counsel to Alabama National BanCorporation, a Delaware corporation (the "Company") in connection with the registration on Form S-8 under the Securities Act of 1933 (the "Act") of 35,995 shares (the "Shares") of Common Stock, par value $1.00 per share, of the Company, to be issued in accordance with the terms of the First American Bancorp 1994 Stock Option Plan (the "Plan"). We have examined such corporate records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion. In our opinion, when the Registration Statement on Form S-8 relating to the Shares (the "Registration Statement") has become effective under the Act, and the Shares will have been duly issued as contemplated by the Registration Statement and the Plan, and the Shares will be validly issued, fully paid and nonassessable. The foregoing opinion is limited to the Federal laws of the United States and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed to be responsible. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, MAYNARD, COOPER & GALE, P.C. By: /s/ Gregory S. Curran --------------------------- EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Alabama National BanCorporation on Form S-8 of our report dated January 15, 1999 on our audits of the consolidated financial statements of Alabama National BanCorporation as of December 31, 1998 and 1997 and for each of the three years in the period ended December 31, 1998, which report is included in the Annual Report on Form 10-K. PricewaterhouseCoopers LLP Birmingham, Alabama April 14, 1999 8 EX-24 4 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY WHEREAS, Alabama National BanCorporation (the "Company") purposes to file one or more registration statements and amendments thereto under the Securities Act of 1933 with respect to the issuance of shares of common stock of the Company, from time to time, under or pursuant to (i) the Company's Performance Share Plan, (ii) the Deferred Compensation Plan for Directors Who Are Not Employees of the Company, (iii) the Company's Deferred Compensation Plan for Key Employees of the Company, (iv) the Company's Deferred Compensation Plan for Non-Employee Directors of the Subsidiary Banks, (v) the Performance Share Plan for Certain Directors of Citizens & Peoples Bank, N.A., (vi) the First American BanCorp Stock Option Plan, dated October 20, 1992, (vii) the First American BanCorp 1994 Stock Option Plan, (viii) the Commerce Bankshares, Inc. Long Term Incentive Plan, (ix) options to purchase shares of common stock of the Company held by certain executive officers of First American Bank, (x) the First American BanCorp 401(k) Plan, (xi) the Community Financial Corporation 1994 Stock Option Plan, (xii) the Community Financial Corporation 1996 Stock Incentive Plan, an (xiii) the Community Bank of Naples, N.A. 1996 Stock Option Plan. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Company and the undersigned directors and officers of said Company, individually as a director and/or as an officer of the Company, hereby make, constitute and appoint each of John H. Holcomb, III and Victor E. Nichol, Jr. their true and lawful attorney-in-fact for each of them and in each of their names, places and steads to sign and cause to be filed with the Securities and Exchange Commission said registration statements and any appropriate amendments thereto, together with all necessary exhibits. The Company hereby authorizes said persons or any one of them to execute said registration statements and amendments thereto on its behalf as attorney-in-fact for it and its authorized officers, and to file the same as aforesaid. The undersigned directors and officers of the Company hereby authorize said persons or any one of them to sign said registration statements on their behalf as attorney-in-fact and to amend or remedy any deficiencies with respect to said registration statements by appropriate amendment or amendments and to file the same as aforesaid. Dated as of December 17, 1998. ALABAMA NATIONAL BANCORPORATION By: /s/ John H. Holcomb, III ---------------------------- John H. Holcomb, III Its: Chief Executive Officer 9 -----END PRIVACY-ENHANCED MESSAGE-----