<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 16, 1999
REGISTRATION STATEMENT NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
AMERICAN BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
FLORIDA 65-0624640
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4502 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210-2801
(941) 795-3050
(Address Principal Executive Offices)
-----------------------------
AMERICAN BANCSHARES, INC.
1997 NONQUALIFIED SHARE OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
JERRY L. NEFF, PRESIDENT
4502 CORTEZ ROAD WEST
BRADENTON, FLORIDA 34210-2801
(941) 795-3050
(Name, Address, and Telephone Number,
Including Area Code, of Agent For Service)
-----------------------------
COPIES TO:
RICHARD A. DENMON, ESQUIRE
CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P.A.
ONE HARBOUR PLACE
777 SOUTH HARBOUR ISLAND DRIVE
TAMPA, FLORIDA 33602-5799
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares $1.175 par value 75,000 shares(1) $11.25(2) $843,750 $234.56
==============================================================================================================================
</TABLE>
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this registration statement also covers any additional common
shares which may be issued in connection with the antidilution provisions
of the American Bancshares, Inc. 1997 Nonqualified Share Option Plan For
Non-Employee Directors. No additional registration fee is included for
these shares.
(2) All 75,000 common shares may be purchased for $11.25 per share, upon
the exercise of stock options granted on July 9, 1998. See Rule 457 (h)
promulgated under the Securities Act of 1933.
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<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is
omitted from this filing in accordance with the provisions of Rule 424 under the
Securities Act of 1933, as amended. The documents containing the information
specified in Part I will be delivered to the participants in the plan covered by
this registration statement as required by Rule 428 (b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed on behalf of American
Bancshares, Inc., a Florida corporation (the "Company"), (Commission File No.
0-27474) with the Securities and Exchange Commission (the "Commission"), are
hereby incorporated by reference into this Registration Statement as of their
respective dates:
1. The Company's Prospectus Annual Report on Form 10-K for the
fiscal year ended December 31, 1998;
2. The Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1999 and June 30, 1999;
3. The Company's Current Reports on Form 8-K filed on May 5, 1999
and Current Report on Form 8-K dated May 21, 1999; and
4. The description of the Company's common shares, par value
$1.175 per share, contained in the Company's Registration
Statement on Form SB-2 (Registration No. 33-99972).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicate that all securities offered
have been sold or which deregister all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing such documents. Any statement contained herein or in any
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 in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 607.0850(1) of the Florida Business Corporation Act ("FBCA")
permits a Florida corporation to indemnify any person who may be a party to any
third party proceeding by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, against liability
incurred in connection with such proceeding (including any appeal thereof) if
such person acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.
Section 607.0850(2) of the FBCA permits a Florida corporation to
indemnify any person who may be a party to a derivative action if such person
acted in any of the capacities set forth in the preceding paragraph, against
expenses and amounts paid in settlement not exceeding, in the judgment of the
board of directors, the estimated expenses of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding (including appeals), provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification shall be made for any claim, issue or matter for which such
person is found to be liable unless, and only to the extent that, the court
determines that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which the court deems proper.
Section 607.0850(4) of the FBCA provides that any indemnification made
under the above provisions, unless pursuant to a court determination, may be
made only after a determination that the person to be indemnified has met the
standard of conduct described above. This determination is to be made by a
majority vote of a quorum consisting of the disinterested directors of the board
of directors, by duly selected independent legal counsel, or by a majority vote
of the disinterested shareholders. The board of directors also may designate a
special committee of disinterested directors to make this determination.
Section 607.0850(3), however, provides that a Florida corporation must
indemnify any director, or officer, employee or agent of a corporation who has
been successful in the defense of any proceeding referred to in Section
607.0850(1) or (2), or in the defense of any claim, issue or matter therein,
against expenses actually and reasonably incurred by such person in connection
therewith.
Expenses incurred by a director or officer in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
such director or officer is not entitled to indemnification under Section
607.0850. Expenses incurred by other employees or agents in such a proceeding
may be paid in advance of final disposition thereof upon such terms or
conditions that the board of directors deems appropriate.
The FBCA further provides that the indemnification and advancement of
payment provisions contained therein are not exclusive and it specifically
empowers a corporation to make any other further indemnification or advancement
of expenses under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both for actions taken in an official capacity and for
actions taken in other capacities while holding an office. However, a
corporation cannot indemnify or advance expenses if a judgment or other final
adjudication establishes that the actions of the director or officer were
material to the adjudicated cause of action and the director or officer
(a) violated criminal law, unless the director or officer
-3-
<PAGE> 4
had reasonable cause to believe his or her conduct was unlawful, (b) derived
an improper personal benefit from a transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 (relating to unlawful
distributions) applies, or (d) engages in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.
The Company's corporate governance documents set forth indemnification
provisions specifically relating to its officers and directors. The Company's
Articles of Incorporation (the "Articles") provide that the Company shall
indemnify its directors and officers or any former director or officer to the
fullest extent permitted under law. Further, under the Articles, a director of
the Company shall not be personally liable to the Company or its shareholders
for monetary damages to the Company or any other person for any statement, vote,
decision, or failure to act, regarding corporate management or policy, as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, or (iii) for any transaction from which the director derived any improper
personal benefit.
In the event the FBCA is amended to authorize corporate action
increasing the ability of the Company to indemnify its directors or officers, or
further eliminating or limiting the personal liability of directors or officers,
then such indemnification shall be increased, or the liability of a director or
an officer of the Company shall be eliminated or limited, as the case may be, to
the fullest extent permitted by the FBCA as so amended. Any repeal or
modification of this provision by the Company's shareholders shall not adversely
affect any right or protection of a director or an officer of the Company
existing at the time of such repeal or modification.
The Company's Bylaws provide that the Company shall indemnify any
director or officer or any former director or officer against any liability
arising from any action or suit to the full extent permitted by FBCA as
referenced above, or as hereinafter amended by law. Advances against expenses
may be made under the Company's Bylaws and any other indemnification agreement
that may be entered into by the Company and the indemnity coverage provided
thereunder may include liabilities under the federal securities laws as well as
in other contexts.
The Company has purchased insurance with respect to, among other
things, any liabilities that may arise under the statutory provisions referred
to above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated herein by reference to Exhibit 3.1 to the Company's
Form 10-KSB for fiscal year ended December 31, 1998 previously
filed with the Commission.
4.2 Amended and Restated Bylaws, incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-4
(Registration No. 333-45401) previously filed with the
Commission.
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<PAGE> 5
4.3 American Bancshares, Inc. 1997 Nonqualified Share Option Plan
for Non-Employee Directors, dated March 18, 1997, and Form of
Nonqualified Share Option Agreement, incorporated herein by
reference to Exhibit 10.11 to the Company's Form 10-KSB for the
fiscal year ended December 31, 1997 previously filed with the
Commission.
5 Opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A. Re: Legality.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A. (contained in Exhibit 5 to the Registration Statement).*
24 Power of Attorney (contained in the Signature section of the
Registration Statement).*
- ---------------------
* Exhibit filed herewith.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, 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 (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;
(iv) provided, however, that the undertakings set
forth in paragraphs (a)(1)(i) and (a)(1)(ii) above 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 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 should 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.
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<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
registrant'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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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<PAGE> 7
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 had duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Bradenton, State of Florida, on this 16 day of
August, 1999.
AMERICAN BANCSHARES, INC.
By: /s/ Jerry L. Neff
------------------------------------------------
Jerry L. Neff
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Jerry L. Neff and J. Gary Russ and each
or any one of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place, and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all Exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agents and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or his or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
In accordance with the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Gary Russ Chairman of the Board August 16, 1999
- ------------------------------------
J. Gary Russ
/s/ Jerry L. Neff President, Chief Executive Officer August 16, 1999
- ------------------------------------ (Principal Executive Officer)
Jerry L. Neff
/s/ Ronald L. Larson Director August 16, 1999
- ------------------------------------
Ronald L. Larson
/s/ Timothy I. Miller Director August 16, 1999
- ------------------------------------
Timothy I. Miller
/s/ Dan E. Molter Director August 16, 1999
- ------------------------------------
Dan E. Molter
/s/ Kirk D. Moudy Director August 16, 1999
- ------------------------------------
Kirk D. Moudy
/s/ Lynn B. Powell, III Director August 16, 1999
- ------------------------------------
Lynn B. Powell, III
/s/ Walter L. Presha Director August 16, 1999
- ------------------------------------
Walter L. Presha
/s/ R. Jay Taylor Director August 16, 1999
- ------------------------------------
R. Jay Taylor
/s/ Edward D. Wyke Director August 16, 1999
- ------------------------------------
Edward D. Wyke
/s/ Brian M. Watterson Chief Financial Officer August 16, 1999
- ------------------------------------ (Principal Financial Officer)
Brian M. Watterson
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGES
------ ----------------------- --------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the Company,
incorporated herein by reference to Exhibit 3.1 to the
Company's Form 10-KSB for fiscal year ended December 31, 1998
previously filed with the Commission.
4.2 Amended and Restated Bylaws, incorporated herein by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-4
(Registration No. 333-45401) previously filed with the
Commission.
4.3 American Bancshares, Inc. 1997 Nonqualified Share Option Plan
for Non-Employee Directors, dated March 18, 1997, and Form of
Nonqualified Share Option Agreement, incorporated herein by
reference to Exhibit 10.11 to the Company's Form 10-KSB for the
fiscal year ended December 31, 1997 previously filed with the
Commission.
5 Opinion of Carlton, Fields, Ward, Emmanuel, Smith & Cutler,
P.A. Re: Legality.*
23.1 Consent of PricewaterhouseCoopers LLP.*
23.2 Consent of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A.
(contained in Exhibit 5 to the Registration Statement).*
24 Power of Attorney (contained in the Signature section of
the Registration Statement).*
</TABLE>
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* Exhibit filed herewith.
<PAGE> 1
EXHIBIT 5
[CARLTON FIELDS LETTERHEAD]
August 16, 1999
American Bancshares, Inc.
4502 Cortez Road West
Bradenton, Florida 34210
RE: AMERICAN BANCSHARES, INC.
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have acted as counsel to American Bancshares, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement on Form S-8 (the "Registration
Statement") with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the registration of 75,000 shares of the Company's common
shares, $1.175 par value (the "Shares"), to be issued by the Company under the
American Bancshares, Inc. 1997 Nonqualified Share Option Plan for Non-Employee
Directors (the "Plan"). The Plan provides for the grant of nonqualified stock
options ("Options") to non-employee directors of the Company with respect to an
aggregate of 75,000 common shares.
In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records, instruments, certificates or comparable documents of public
officials and of officers and representatives of the Company, and other
instruments as we have deemed relevant and necessary as a basis for the
opinions hereinafter expressed, including without limitation, the following:
(a) the Plan (b) the Articles of Incorporation of the Company, (c) the Bylaws
of the Company, (d) certain resolutions adopted by the Board of Directors of
the Company relating to the approval of the Plan, the reservation of Shares for
issuance thereunder, and related matters, (e) the proxy statement on Schedule
14A as filed with the Commission on March 31, 1997 and mailed to shareholders
of the Company in connection with the 1997 Annual Meeting of Shareholders
relating to, among other things, the adoption of the Plan, (f) the Inspector of
Elections Report relating to adoption of the Plan by the Company's shareholders
at the Annual Meeting of Shareholders held on April 30, 1997, and (g) the
Registration Statement.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures on original documents, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all copies submitted to us as certified, conformed, or
photostatic, the authenticity of the originals of such documents, and the
accuracy and completeness of all corporate records made available to us by the
Company. We also have assumed that all agreements and instruments executed by
parties other than the Company are the valid,
<PAGE> 2
American Bancshares, Inc.
August 16, 1999
Page 2
binding and enforceable obligations of such parties and that the individuals
signing on behalf of such parties have been duly authorized to execute and
deliver such agreements and instruments. We also have assumed that each award
agreement setting forth the terms of each grant of Options under the Plan will
be consistent with the Plan and will be duly authorized and validly executed and
delivered by the parties thereto, and that the consideration recorded by the
Company for the Shares will be an amount at least equal to par value of the
Shares.
Based on the foregoing and in reliance thereon, we are of the opinion
that the Shares have been duly authorized for issuance by the Company and, when
such Shares are issued upon exercise of Options granted pursuant to the actions
of the Board of Directors and under the terms and conditions of the Plan, the
Shares will be validly issued, fully paid and nonassessable.
We are aware that we are referred to under the heading "Legal Matters"
in the Prospectus forming a part of the Registration Statement relating to the
Shares, and we hereby consent to such use of our name in such Prospectus.
Very truly yours,
CARLTON, FIELDS, WARD, EMMANUEL,
SMITH & CUTLER, P.A.
By: /s/ Richard A. Denmon
-------------------------------
Richard A. Denmon
RAD:cbb
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 13, 1999 relating to the
financial statements, which appears in American Bancshares, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
- -------------------------------------
PricewaterhouseCoopers LLP
Tampa, Florida
August 12, 1999
