-----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, VsmnjOfX+aw94+wNuij2P0ZzL6faBulUI+S/ACe5WIEGRn/rlovV4bLPwNjf/eEQ muTTzOS5C4ZAEJdNISXqOw== 0000943374-96-000074.txt : 19961202 0000943374-96-000074.hdr.sgml : 19961202 ACCESSION NUMBER: 0000943374-96-000074 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961126 EFFECTIVENESS DATE: 19961126 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN NATIONAL BANCORP INC CENTRAL INDEX KEY: 0000948020 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 521943817 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16759 FILM NUMBER: 96672036 BUSINESS ADDRESS: STREET 1: 211 N LIBERTY ST CITY: BALTIMORE STATE: MD ZIP: 21201 BUSINESS PHONE: 4107520400 MAIL ADDRESS: STREET 1: 211 N LIBERTY ST CITY: BALTIMORE STATE: MD ZIP: 21201 S-8 1 FORM S-8 FOR AMERICAN NATIONAL Registration No. 333------ As filed with the Securities and Exchange Commission on November 20, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 American National Bancorp, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 52-1943817 (State of Incorporation) (IRS Employer Identification No.) 211 North Liberty Street Baltimore, Maryland 21201 American National Bancorp, Inc. 1996 Stock Option Plan American National Bancorp, Inc. 1996 Recognition and Retention Plan (Full Title of the Plans) Copies to: A. Bruce Tucker Kenneth R. Lehman, Esquire President and Chief Executive Officer Edward A. Quint, Esquire American National Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick 211 North Liberty Street A Professional Corporation Baltimore, Maryland 21201 5335 Wisconsin Ave., N.W., #400 (410) 752-0400 Washington, D.C. 20015 (202) 274-2000 (Name, Address and Telephone Number of Agent for Service) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X] Total Number of Pages 11. Exhibit Index on Page 6.
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------- Proposed Proposed Maximum Maximum Amount to Offering Aggregate Amount of Title of Securities be Price Per Offering Registration to be Registered Registered Share Price Fee - ----------------------------------------------------------------- Options to Purchase Common Stock Common Stock, par value $.10 per share 218,213 shares (3) $11.63(2) $2,537,817.19 $ 770.00 Common Stock, par value $.10 per share 87,285 shares (4) $11.63(5) $1,015,124.55 $ 308.00 TOTAL 305,498 shares $3,552,941.74 $1,078.00 ------- ------------- --------- - ------------------ (1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to the American National Bancorp, Inc. 1996 Stock Option Plan (the "1996 Stock Option Plan") and the American National Bancorp, Inc. 1996 Recognition and Retention Plan (the "1996 Recognition Plan"), as the result of a stock split, stock dividend or similar adjustment of the outstanding Common Stock of American National Bancorp, Inc. pursuant to 17 C.F.R. Section 230.416(a). (2) Determined by the exercise price of the options pursuant to 17 C.F.R. Section 230.457(h)(1). (3) Represents the number of shares currently reserved for issuance pursuant to the 1996 Stock Option Plan. (4) Represents the number of shares currently reserved for issuance pursuant to the 1996 Recognition Plan. (5) Determined by the fair market value of the common stock as of November 19, 1996, pursuant to 17 C.F.R. Section 230.457(h)(1) This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. Section 230.462. PART I. Items 1 and 2. Plan Information and Registrant Information and Employee Plan Annual Information This Registration Statement relates to the registration of (i) options to purchase up to 218,213 shares of common stock, par value $.01 per share (the "Common Stock"), of American National Bancorp, Inc. (the "Company") pursuant to the American National Bancorp, Inc. 1996 Stock Option Plan (the "1996 Stock Option Plan"), (ii) 218,213 shares of Common Stock reserved for issuance and delivery upon exercise of options under the 1996 Stock Option Plan, and (iii) 87,285 shares of Common Stock purchased in the open market by the trust established pursuant to the American National Bancorp, Inc. 1996 Recognition and Retention Plan (the "1996 Recognition Plan") to be awarded to employees and directors under such plan. Documents containing the information required by Part 1 of the Registration Statement have or will be sent or given to participants in the 1996 Stock Option Plan and 1996 Recognition Plan, as appropriate, as specified by Securities Act Rule 428(b)(1). Such documents are not filed with the Securities and Exchange Commission (the "Commission" or "SEC") either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule 428. PART II. Item 3. Incorporation of Documents by Reference All documents filed by the Company pursuant to Sections 13(a) and (c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment 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 to this registration statement and be part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, or in a document 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 incorporated or 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. The following documents filed or to be filed with the Commission are incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended July 31, 1996, filed with the Securities and Exchange Commission (the "SEC") on October 31, 1996. (b) The Registrant's Proxy Statement relating to the Bank's November 21, 1996 annual meeting of stockholders filed with the SEC on November 13, 1996. (c) The description of the Common Stock contained in the Registration Statement on Form S-1 (Commission File No. 33-94540), filed by the Company under the Securities Act of 1933 with the SEC on July 13, 1995, as amended August 30, 1995, is incorporated by reference herein. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Neither the named experts or counsel referenced below have an interest in the Registrant. The validity of the Common Stock offered hereby has been passed upon by Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation, 5335 Wisconsin Avenue, N.W., Suite 400, Washington, D.C. 20015, special counsel for the Registrant. Item 6. Indemnification of Directors and Officers Directors and officers of the Registrant are indemnified and held harmless against liability to the fullest extent permissible by the general corporation law of Delaware as it currently exists or as it may be amended, provided any such amendment provides broader indemnification provisions than currently exists. This indemnification applies to the directors who administer the 1996 Stock Option Plan. The terms of the indemnification are set forth in the Registrant's Certificate of Incorporation. The indemnification applies unless the director did not meet the standards of conduct which make it permissible under the general corporation law of Delaware for the Registrant to indemnify the director for the amount claimed, but the burden of proving such defense is on the Registrant. The Registrant is also permitted under the Certificate of Incorporation to maintain directors' and officers' liability insurance covering its directors and officers and has obtained a directors' and officers' liability and corporation reimbursement policy which (subject to certain limitations and deductibles) (i) insures officers and directors of the Registrant against loss arising from certain claims made against them by reason of their being such directors or officers; and (ii) insures the Registrant against loss which it may be required or permitted to pay as indemnification to its directors and officers for certain claims. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Item 7. Exemption From Registration Claimed. Not applicable. Item 8. List of Exhibits. The following exhibits are filed with or incorporated by reference into this Registration Statement on Form S-8: 4.1 American National Bancorp, Inc. 1996 Stock Option Plan (Incorporated by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K filed with the SEC on October 31, 1996). 4.2 American National Bancorp, Inc. 1996 Recognition and Retention Plan (Incorporated by reference to Exhibit 10.10 of the Registrant's Annual Report on Form 10-K filed with the SEC on October 31, 1996). 5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation as to the legality of the Common Stock registered hereby. 23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A Professional Corporation (contained in the opinion included as Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. Item 9. Undertakings 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 to include any material information with respect to the Registration Statement not previously disclosed in this Registration Statement or any material change to such information in this 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 1996 Stock Option Plan or 1996 Recognition Plan; and 4. 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 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. 5. 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 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. PAGE EXHIBIT INDEX Exhibit Number Description Page 4.1 American National Bancorp, Inc. 1996 Stock NA Option Plan. (Incorporated by reference to Exhibit 10.9 of the Registrant's Annual Report on Form 10-K filed with the SEC on October 31, 1996). 4.2 American National Bancorp, Inc. 1996 Recognition and Retention Plan. (Incorporated by reference to NA Exhibit 10.10 of the Registrant's Annual Report on Form 10-K filed with the SEC on October 31, 1996). 5 Opinion of Luse Lehman Gorman Pomerenk & 9 Schick, A Professional Corporation as to as to the legality of the Common Stock registered hereby. 23.1 Consent of Luse Lehman Gorman Pomerenk & 9 Schick, A Professional Corporation (contained in the opinion included as Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 11 PAGE SIGNATURES The Registrant. 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 City of Baltimore, State of Maryland, on this 24th day of November, 1996. American National Bancorp, Inc. /s/ A. Bruce Tucker By: ----------------------------- A. Bruce Tucker, 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. /s/ A. Bruce Tucker - ------------------------------------- A. Bruce Tucker, President, Chief Executive Officer and Director /s/ Howard K. Thompson - ------------------------------------- Howard K. Thompson, Chairman of the Board /s/ James M. Uveges - ------------------------------------- James M. Uveges, Senior Vice President and Chief Financial Officer (principal accounting officer) /s/ Lenwood M. Ivey - ------------------------------------- Lenwood M. Ivey, Director /s/ David L. Pippinger - ------------------------------------- David L. Pippinger, Director /s/ Joseph M. Solomon - ------------------------------------- Joseph M. Solomon, Director /s/ Betty J. Stull - ------------------------------------- Betty J. Stull, Director /s/ Jimmie T. Noble - ------------------------------------- Jimmie T. Noble, Director The Plans. Pursuant to the requirements of the Securities Act of 1933, the Committee which administers the 1996 Stock Option Plan and the 1996 Recognition And Retention Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 24th day of November, 1996. American National Bancorp, Inc. 1996 Stock Option Plan 1996 Recognition and Retention Plan /s/ A. Bruce Tucker ----------------------------------- A. Bruce Tucker, President, Chief Executive Officer and Director EXHIBIT 5 OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK EXHIBIT 23.2 CONSENT OF KPMG PEAT MARWICK, LLP The Board of Directors American National Bancorp We consent to incorporation by reference in the registration statement on Form S-8 of American National Bancorp, Inc. of our report dated September 5, 1996, relating to the consolidated financial statements of American National Bancorp, Inc. and subsidiary as of July 31, 1996 and 1995, and for each of the years in the three-year period ended July 31, 1996, which report appears in the annual report on Form 10-K of American National Bancorp, Inc. /s/ KPMG Peat Marwick, LLP Baltimore, Maryland November 19, 1996
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