As filed with the Securities and Exchange Commission on October 19, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANNAPOLIS NATIONAL BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE OF INCORPORATION)
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<S> <C> <C>
MARYLAND 6712 52-1648903
(state or other jurisdiction of (Primary Standard (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
180 ADMIRAL COCHRANE DR.
SUITE 300
ANNAPOLIS, MARYLAND 21401
(410) 224-4455
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ANNAPOLIS NATIONAL BANCORP, INC.
1997 STOCK OPTION PLAN
(Full Title of the Plan)
JOHN W. MARHEFKA, JR.
CHIEF EXECUTIVE OFFICER
ANNAPOLIS NATIONAL BANCORP, INC.
180 ADMIRAL COCHRANE DR.
SUITE 300
ANNAPOLIS, MARYLAND 21401
(410) 224-4455
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Copies to:
MARY M. SJOQUIST, ESQUIRE
PHILIP G. FEIGEN, ESQUIRE
PATTON BOGGS LLP
2550 M STREET, N.W.
WASHINGTON, DC 20037
(202) 457-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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 ]
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Title of each Class of Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(1) Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par Value per Share 100,000(2) $7.72(3) $771,196 $228
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(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 Annapolis National Bancorp, Inc. 1997 Stock Option
Plan (the "Plan") as the result of a stock split, stock dividend or
similar adjustment of the outstanding Common Stock of Annapolis
National Bancorp, Inc. pursuant to 17 C.F.R.
ss230.416(a).
(2) Represents the total number of shares currently reserved or
available for issuance as options pursuant to the Plan.
(3) Weighted average price determined by the average exercise price of
$7.82 per share at which options for 67,800 shares under the Plan have
been granted to date and by $7.50, the market value of the Common Stock
on October 15, 1998 as determined by the last reported price quoted on
the Nasdaq Stock Market as reported in the Wall Street Journal, for
32,200 shares for which options have not yet been granted under the
Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS. 230.462.
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ANNAPOLIS NATIONAL BANCORP, INC.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Annapolis National
Bancorp, Inc., (the "Company" or the "Registrant") 1997 Stock Option Plan (the
"Plan") required by Part I of the Registration Statement will be sent or given
to the participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities and Exchange Commission (the "SEC") either as
a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
The Company's Annual Report on Form 10-KSB for the year ended December
31, 1997, which includes the statements of financial condition of the Company as
of December 31, 1997 and 1996, and the related statements of operations,
stockholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1997, together with the related notes and the report
of Rowles & Company, LLP, independent certified public accountants, filed with
the SEC on April 7,1998 (SEC File No. 0-22961).
The Form 10-QSB report filed by the Registrant for the fiscal quarter
ended June 30, 1998 (File No. 0-22961), filed with the SEC on August 14, 1998.
The Form 10-QSB report filed by the Registrant for the fiscal quarter
ended March 31, 1998 (File No. 0-22961), filed with the SEC on May 15, 1998.
The description of Registrant's Common Stock contained in Registrant's
Form 8-A (File No. 0-22961), as filed with the SEC pursuant to Section 12(g) of
the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12b-15
promulgated thereunder, on August 7, 1997.
All documents filed by the Registrant pursuant to Section 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 deregisters all securities then remaining
unsold.
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.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
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The validity of the Common Stock offered hereby has been passed upon by
Patton Boggs LLP, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Maryland General Corporation Law (being Section 418
of Title 2 of the Maryland General Corporation Law) Articles 12 and 13 of the
Registrant's Amended and Restated Articles of Incorporation provide as follows:
TWELFTH:
The Corporation shall indemnify to the fullest extent permissible under
the Maryland General Corporation Law any individual who is or was a director,
officer, employee, or agent of the Corporation, and any individual who serves or
served at the Corporation's request as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise, in any proceeding in which the individual is made a party as a
result of his service in such capacity. An individual will not be indemnified if
it is proved that the act or omission at issue was material to the cause of
action adjudicated in the subject proceeding and that (i) it was committed in
bad faith, or (ii) it was the result of active and deliberate dishonesty, or
(iii) the individual actually received an improper personal benefit in money,
property, or services, or (iv) in the case of a criminal proceeding, the
individual had reasonable cause to believe that the act or omission was
unlawful.
THIRTEENTH:
An officer or director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for breach of their
fiduciary duty as an officer or director, unless: (i) it is proved that the
individual officer or director actually received an improper benefit or profit
in money, property or services from the Corporation; or (ii) a judgment or other
final adjudication adverse to the individual officer or director is entered in a
proceeding based on a finding in the proceeding that the individual's action, or
failure to act, was the result of active and deliberate dishonesty and was
material to the cause of action adjudicated in the proceeding. If the Maryland
General Corporation Law is amended to further eliminate or limit the personal
liability of officers and directors, then the liability of officers and
directors of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Maryland General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
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 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-B):
4 Stock Certificate of Annapolis National Bancorp, Inc.(1)
5 Opinion of Patton Boggs LLP, Washington, DC, as to the legality
of the Common Stock registered hereby.
23 Consent of Rowles & Company, LLP
24 Power of Attorney is located on the signature pages.
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(1) Incorporated herein by reference from Exhibit 4.0 contained in the
Registration Statement on Form SB-2 (SEC File No. 333-29841), as amended, filed
with the SEC on July 31, 1997, and declared effective on August 8, 1997.
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the Prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) Include any additional or changed material information on the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement unless the
information required by (i) and (ii) is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference
into this Registration Statement;
(2) For determining liability under the Securities Act, to treat each
post-effective amendment as a new Registration Statement of the
securities offered, and the offering of the securities at that time
to be the initial bona fide offering thereof.
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(3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's or the Plan's annual report
pursuant to Section 13(a) or 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 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.
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CONFORMED
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 Annapolis, State of
Maryland, on October 15, 1998.
ANNAPOLIS NATIONAL BANCORP, INC.
By: /s/ John W. Marhefka, Jr.
_________________________________
John W. Marhefka, Jr.
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John W. Marhefka, Jr. as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 attorney-in-fact and
agent, or his substitute or substitutes, may lawfully or do cause to be done by
virtue hereof.
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 dates indicated.
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Name Title Date
<S> <C> <C>
/s/ John W. Marhefka, Jr. Chief Executive Officer October 15, 1998
___________________________ (principal executive officer)
John W. Marhefka, Jr. and Director
/s/ Russell J. Grimes, Jr. Chief Financial Officer and October 15, 1998
___________________________ Treasurer (principal
Russell J. Grimes, Jr. financial and accounting
officer)
/s/ Albert Phillips President and Chairman October 15, 1998
___________________________ of the Board
Albert Phillips
/s/ Lori J. Mueller Secretary October 15, 1998
___________________________
Lori J. Mueller
/s/ Stanley H. Katsef Vice Chairman of the Board October 15, 1998
___________________________
Stanley H. Katsef
/s/ Ronald E. Gardner Director October 15, 1998
___________________________
Ronald E. Gardner
/s/ Stanley J. Klos, Jr. Director October 15, 1998
___________________________
Stanley J. Klos, Jr.
Director October 15, 1998
___________________________
Lawrence E. Lerner
/s/ Richard M. Lerner Director October 15, 1998
___________________________
Richard M. Lerner
Director October 15, 1998
___________________________
Dimitri P. Mallios
/s/ Lawrence W. Schwartz Director October 15, 1998
___________________________
Lawrence W. Schwartz
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EXHIBIT 5
October 19, 1998
Board of Directors
Annapolis National Bancorp, Inc.
180 Admiral Cochrane Drive
Suite 300
Annapolis, Maryland 21401
Re: Annapolis National Bancorp, Inc. 1997 Stock Option Plan
Ladies and Gentlemen:
We have been requested by Annapolis National Bancorp, Inc. (the "Company")
to issue a legal opinion in connection with the registration under the
Securities Act of 1933 on Form S-8 of 100,000 shares of the Company's Common
Stock, $0.01 par value (the "Shares"), to be issued under the Annapolis National
Bancorp, Inc. 1997 Stock Option Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company.
Based on the foregoing and limited in all respects to Maryland law, it is
our opinion that the Shares reserved under the Plans have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."
Sincerely,
PATTON BOGGS LLP
By: /s/ Mary M. Sjoquist
__________________________
Mary M. Sjoquist
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We have issued our report dated January 29, 1998 accompanying the financial
statements of Annapolis National Bancorp, Inc. appearing in Annapolis National
Bancorp, Inc.'s Annual Report on Form 10-KSB for the year ended December 31,
1997, which is incorporated by reference in this Registration Statement on Form
S-8 (Annapolis National Bancorp, Inc. 1997 Stock Option Plan). We consent to
the incorporation by reference in the Registration Statement on Form S-8 of the
aforementioned report.
/s/ Rowles & Company, LLP
_____________________________
Baltimore, Maryland
October 15, 1998
