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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1996
REGISTRATION NO. 333-05073
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ABIGAIL ADAMS NATIONAL BANCORP, INC.
(Name of Small Business Issuer in its Charter)
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DELAWARE 6712 52-1508198
(State or other jurisdiction (Primary Standard Industrial (I.R.S. employer
of Classification Code Number) identification
incorporation or organization) no.)
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1627 K STREET, N.W., WASHINGTON, D.C. 20006; (202) 466-4090
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
BARBARA DAVIS BLUM
PRESIDENT, ABIGAIL ADAMS NATIONAL BANCORP, INC.
1627 K STREET, N.W., WASHINGTON, D.C. 20006; (202) 466-4090
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
WITH COPIES TO:
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Melissa Allison Warren, Esq. Linda M. Iannone, Esq.
Shapiro and Olander Manatt, Phelps & Phillips, LLP
36 S. Charles Street 1501 M Street, N.W.
20th Floor Suite 700
Baltimore, Maryland 21201 Washington, D.C. 20005
(410) 385-4265 (202) 463-4375
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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ABIGAIL ADAMS NATIONAL BANCORP, INC.
CROSS REFERENCE SHEET
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ITEM NO. DESIGNATION IN FORM SB-2 IN PROSPECTUS
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1. Front of the Registration Statement and Outside
Front Cover of Prospectus......................... Outside Front Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus........................................ Inside Front Cover and Outside Back Cover Pages;
Additional Information
3. Summary Information and Risk Factors............... Prospectus Summary; Risk Factors
4. Use of Proceeds.................................... Risk Factors; Use of Proceeds
5. Determination of Offering Price.................... Price Range of Common Stock and Dividend Policy;
Underwriting
6. Dilution........................................... *
7. Selling Security Holders........................... *
8. Plan of Distribution............................... Underwriting
9. Legal Proceedings.................................. Business
10. Directors, Executive Officers, Promoters and
Control Persons................................... Management; Beneficial Ownership of Shares
11. Security Ownership of Certain Beneficial Owners and
Management........................................ Management; Beneficial Ownership of Shares
12. Description of Securities.......................... Prospectus Summary; Description of Capital Stock
13. Interest of Named Experts and Counsel.............. Legal Matters; Experts
14. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.... *
15. Organization Within Last Five Years................ *
16. Description of Business............................ Prospectus Summary; Summary Consolidated Financial
Data; Risk Factors; Use of Proceeds; Price Range
of Common Stock and Dividend Policy;
Capitalization; Selected Consolidated Financial
Data; Management's Discussion and Analysis of
Financial Condition and Results of Operations;
Business; Management; Certain Relationships and
Related Transactions; Supervision and Regulation;
Description of Capital Stock; Financial Statements
17. Management's Discussion and Analysis or Plan of
Operation......................................... Management's Discussion and Analysis of Financial
Condition and Results of Operations
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ITEM NO. DESIGNATION IN FORM SB-2 IN PROSPECTUS
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18. Description of Property............................ Prospectus Summary; Management's Discussion and
Analysis of Financial Condition and Results of
Operations; Business
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19. Certain Relationships and Related Transactions..... Certain Relationships and Related Transactions
20. Market for Common Equity and Related Stockholder
Matters........................................... Outside Front Cover Page; Price Range of Common
Stock and Dividend Policy; Description of
Securities
21. Executive Compensation............................. Management
22. Financial Statements............................... Index to Financial Statements
23. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure............... *
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* Text is omitted because response is negative or item is inapplicable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits Delaware corporations to include in their certificates of incorporation
a provision limiting director's liability for monetary damages for breach of the
duty of care. Section 145 of the Delaware General Corporation Law gives Delaware
corporations the power to indemnify each of the present and former officers or
directors under certain circumstances, if such person acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation.
Article FOURTEENTH of the Company's Certificate of Incorporation, as
amended, limits the liability of the Company's directors to the Company or its
shareholders for monetary damages for certain breaches of fiduciary duty arising
out of certain aspects of the director's conduct. Article XI of the Company's
By-laws permits indemnification of officers and directors to the fullest extent
permitted by law.
The Company maintains directors' and officers' liability insurance in the
amount of $2,000,000.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable by the Company in connection with the sale of the
securities offered hereby is as follows:
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SEC registration fee.................................................. $ 2,468.79
NASD Filing Fee....................................................... 1,215.95
NASDAQ National Market System Fee..................................... 12,747.66
Accounting fees and expenses.......................................... 50,000.00
Legal fees and expenses............................................... 110,000.00
Blue Sky fees and expenses............................................ 12,000.00
Transfer agent's fee.................................................. 3,500.00
Printing and engraving................................................ 65,000.00
Underwriters' Expenses................................................ 85,000.00
Financial Advisory Fee................................................ 25,000.00
Miscellaneous......................................................... 38,067.60
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Total............................................................. $405,000.00
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* To be filed by amendment.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
(1) On February 20, 1996, the Company and the Bank entered into an Employment
Agreement with Barbara Davis Blum which, among other things, granted a
non-qualified stock option (the "Option") to Ms. Blum to purchase 75,000
shares of the Company's Common Stock. The Option vests beginning in 1996 at
an annual rate of 20% at the end of each year and is exercisable for a
period of ten (10) years from the date of grant at an exercise price of
$6.74 per share, which is equal to 85% of the fair market value of the
Company's common stock on the date of the grant. Subject to certain
limitations, Ms. Blum has "piggyback" rights, and one "demand" right, for
registration of shares subject to the Option. The Company has not issued any
shares of common stock pursuant to the exercise of the Option.
(2) On January 23, 1996, a total of 9,987 shares of the Company's Common Stock
were authorized for issuance pursuant to a grant of options under the
Employee Incentive Stock Option Plan, in which key employees of the Company
and the Bank are eligible to participate. The options were granted at an
exercise price of 100% of fair value at the date of the grant or Seven
Dollars and
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Ninety-Three Cents ($7.93) per share. Options granted under this plan are
immediately exercisable and expire not later than ten (10) years following
the date of the grant. The Company has not issued any shares of Common Stock
pursuant to the exercise of these options.
(3) On January 23, 1996, a total of 6,429 shares of the Company's Common Stock
which were authorized for issuance pursuant to a grant of options under the
Non-Qualified Directors Stock Option Plan in which all Directors on the
Company's and Bank's Boards in 1995 were eligible. The options were granted
at an exercise price of 85% of fair value at the date of the grant or Six
Dollars and Seventy-Four Cents ($6.74) per share. Options granted under this
plan vest beginning in 1996 at an annual rate of 20% at the end of each year
and expire at the earlier of 10 years following the date of grant or two
years after leaving the Board. The Company has not issued any shares of
Common Stock pursuant to the exercise of these options.
The share amounts set forth above give effect to the Company's three-for-one
stock split in the form of a stock dividend to be issued prior to the effective
date of this registration statement. With respect to the grant of stock options
described in paragraphs 1 through 3, an exemption from registration was
unnecessary in that none of the transactions involved a "sale" of securities as
such term is used in Section 2(3) of the Securities Act.
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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1.1 Form of Underwriting Agreement**
3.1 Certificate of Incorporation of the Company, as amended (1)
3.1.1 Certificate of Amendment of Certificate of Incorporation of the Company**
3.2 Amended and Restated By-laws of the Company**
4.1 Specimen Common Stock Certificate**
4.1.1 Rights Agreement dated as of April 12, 1994, between the Company and The First National Bank of
Maryland, as Rights Agent (Right Certificate attached as Exhibit A to Rights Agreement and Summary
of Rights to Purchase Common Shares attached as Exhibit B to Rights Agreement) (2)
4.1.2 First Amendment to Rights Agreement (3)
5.1 Opinion of Shapiro and Olander
10.1 Subordinated Note Agreement dated February 2, 1988 between The Adams National Bank and Minbanc
Capital Corp. (4)
10.2.1 Non-qualified Stock Option Plan, as amended (5)
10.2.2 Employee Incentive Stock Option Plan and Agreement (6)
10.2.3 Directors Stock Option Plan and Agreement (7)
10.2.4 Non-Qualified Stock Option Agreement (8)
10.3 Employment Agreement dated February 20, 1996 between the Company, The Adams National Bank and
Barbara Davis Blum, as amended on March 29, 1996 (9)
10.4 Lease Agreement dated November 1, 1992 between Chase Manhattan Bank, N.A. as Trustee for Account
Number p99904 and The Adams National Bank (10)
10.5 Lease Agreement dated November 1, 1992 between Chase Manhattan Bank, N.A. as Trustee for Account
Number p99904 and The Adams National Bank (11)
10.6 Lease Agreement dated April 21, 1988 between Union Station Joint Venture, Ltd. and The Adams
National Bank (12)
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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10.7.1 Lease Agreement dated April 21, 1989, as amended on August 1, 1989 between Union Station Joint
Venture, Ltd. and The Adams National Bank (13)
10.7.2 Amendment dated December 20, 1993 to Lease Agreement dated April 21, 1989, as amended on August 1,
1989 between Union Station Joint Venture, Ltd. and The Adams National Bank (14)
10.8 Lease Agreement dated December 20, 1993 between Union Station Joint Venture, Ltd. and The Adams
National Bank (15)
10.9 Sublease Agreement dated September 1, 1981, as amended September 1, 1984, between 2909 M Associates
and The Adams National Bank (16)
10.10 Lease Agreement dated March 6, 1996 between The Adams National Bank and 1604 17th Street Limited
Partners (17)
10.11 Information Technology Services Agreement between Electronic Data Systems Corporation and The Adams
National Bank (18)
10.12 Special Program Financial Services Agreement dated December 30, 1993 between IBAA Bancard, Inc. and
The Adams National Bank (19)
10.13 Deposit Insurance Transfer and Asset Purchase Agreement dated as of May 1, 1992 by and among the
Federal Deposit Insurance Corporation as Receiver of Metropolitan Bank, N.A., the Federal Deposit
Insurance Corporation and The Adams National Bank (20)
10.14 Asset Pool Proposal Form and the Asset Pool Sale Agreement dated as of July 6, 1993 by and among the
Federal Deposit Insurance Corporation as Receiver of City National Bank, the Federal Deposit
Insurance Corporation and The Adams National Bank (21)
10.15 Severance Agreement between the Bank and Alexander Beltran dated as of April 7, 1994 (22)
10.16 Severance Agreement between the Bank and Devin Blum dated as of April 7, 1994 (23)
10.17 Severance Agreement between the Bank and Thomas O. Griel dated as of April 7, 1994 (24)
10.18 Severance Agreement between the Bank and Joyce R. Hertz dated as of April 7, 1994 (25)
10.19 Severance Agreement between the Bank and Kimberly J. Levine dated as of April 7, 1994 (26)
10.20 Severance Agreement between the Bank and Melrose Nathan dated as of April 7, 1994 (27)
10.21 Severance Agreement between the Bank and Bijan Partovi dated as of April 7, 1994 (28)
10.22 Agreement, dated as of April 20, 1995, between the Company and Marshall T. Reynolds (29)
10.23 The Adams National Bank Employee Stock Ownership Plan with 401(k) Provisions**
21 Subsidiaries of the Registrant (30)
23.1 Consent of Shapiro and Olander (included in Exhibit 5.1)
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EXHIBIT
NO. DESCRIPTION OF EXHIBIT
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23.2 Consent of KPMG Peat Marwick LLP**
24 Powers of Attorney**
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** Previously filed.
(1) Incorporated by reference to Exhibit 3 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987.
(2) Incorporated by reference to Exhibits 1-3 of the Company's Registration
Statement on Form 8-A dated April 12, 1994.
(3) Incorporated by reference to Exhibit 4 of the Company's Registration
Statement on Form 8-A/A dated April 21, 1995.
(4) Incorporated by reference to Exhibit 10(a) of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987.
(5) Incorporated by reference to Exhibit 10(b) of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987 and Exhibit 10(I) of
the Company's Annual Report on Form 10-K for fiscal year ended December 31,
1989.
(6) Incorporated by reference to Exhibit 10.2.2 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.
(7) Incorporated by reference to Exhibit 10.2.3 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.
(8) Incorporated by reference to Exhibit 10.2.4 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.
(9) Incorporated by reference to Exhibit 10.3 of the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1995.
(10) Incorporated by reference to Exhibit 10(d) of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
(11) Incorporated by reference to Exhibit 10(e) of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
(12) Incorporated by reference to Exhibit 10(f) of the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1988.
(13) Incorporated by reference to Exhibit 10(g) of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1989.
(14) Incorporated by reference to Exhibit 10.7.2 of the Company's Annual Report
on Form 10-k for the fiscal year ended December 31, 1993.
(15) Incorporated by reference to Exhibit 10.8 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
(16) Incorporated by reference to Exhibit 10.9 of the Company's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1994.
(17) Incorporated by reference to Exhibit 10.10 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1995.
(18) Incorporated by reference to Exhibit 10(j) of the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1992.
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(19) Incorporated by reference to Exhibit 10.11 of the Company's Annual Report
on Form 10-KSB for the fiscal year ended December 31, 1994.
(20) Incorporated by reference to Exhibit 10 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1992.
(21) Incorporated by reference to Exhibit 10 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1993.
(22) Incorporated by reference to Exhibit 10.1 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(23) Incorporated by reference to Exhibit 10.2 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(24) Incorporated by reference to Exhibit 10.3 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(25) Incorporated by reference to Exhibit 10.4 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(26) Incorporated by reference to Exhibit 10.5 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(27) Incorporated by reference to Exhibit 10.6 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(28) Incorporated by reference to Exhibit 10.7 of the Company's Current Report
on Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(29) Incorporated by reference to Exhibit 5 of the Company's Registration
Statement on Form 8-A/A dated April 21, 1995.
(30) Incorporated by reference to Exhibit 22 of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987.
(b) Financial Statement Schedules.
Schedules have been omitted because they are not applicable or not required
or because the required information is included in the consolidated financial
statements or notes thereto.
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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) 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
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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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SIGNATURES
In accordance with 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 SB-2 and has authorized this
Pre-Effective Amendment No. 3 to registration statement to be signed on its
behalf by the undersigned, in the District of Columbia on July 11, 1996.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
By: /s/ BARBARA DAVIS BLUM
-----------------------------------
Barbara Davis Blum
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRWOMAN OF THE BOARD
In accordance with the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 3 to registration statement has been signed by the
following persons in the capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ BARBARA DAVIS BLUM President, Chief Executive Officer and
------------------------------------------- Chairwoman of the Board of Directors July 11, 1996
Barbara Davis Blum (Principal executive officer)
*
------------------------------------------- Director July 11, 1996
Shireen L. Dodson
*
------------------------------------------- Director July 11, 1996
Susan Hager
*
------------------------------------------- Director July 11, 1996
Jeanne D. Hubbard
*
------------------------------------------- Director July 11, 1996
Clarence L. James, Jr.
/s/ KIMBERLY J. LEVINE Vice President, Treasurer and Chief
------------------------------------------- Financial Officer (Principal July 11, 1996
Kimberly J. Levine accounting and financial officer)
*
------------------------------------------- Director July 11, 1996
Marshall T. Reynolds
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SIGNATURE TITLE DATE
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*
------------------------------------------- Director July 11, 1996
Robert L. Shell, Jr.
*
------------------------------------------- Director July 11, 1996
Dana B. Stebbins
*
------------------------------------------- Director July 11, 1996
Susan J. Williams
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* By: /s/ KIMBERLY J. LEVINE July 11, 1996
-------------------------------------
Kimberly J. Levine
Attorney-in-Fact
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EXHIBIT 5.1
July 11, 1996
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Suite 200
Washington, DC 20006
Ladies and Gentlemen:
You have requested our opinion as counsel to Abigail Adams National
Bancorp, Inc., a corporation organized under the laws of Delaware (the
"Company"), in connection with the offering by the Company to the public of
up to 770,500 shares, and the offering to The Adams National Bank Employee
Stock Ownership Plan with 401(k) Provisions of up to 25,000 shares, of the
Company's common stock, $0.01 par value (collectively, the "Shares").
We have participated in the preparation of a registration statement on
Form SB-2 (the "Registration Statement") and the prospectus included therein
(the "Prospectus") relating to the Company's issuance of the Shares, and in
connection therewith, have examined and relied upon the originals or copies
of such records, agreements, documents and other instruments, the certificate
of incorporation of the Company, as amended, the by-laws of the Company, as
amended, the minutes of the meetings of the Board of Directors of the Company
relating to the authorization and issuance of the Shares, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as the basis for the opinion hereinafter set forth. In such
examination, we have assumed, without independent verification, the
genuineness of all signatures (whether original or photostatic), the legal
capacity of natural persons, the authenticity of all documents submitted to
us as originals, and the conformity to authentic original documents of all
documents submitted to us as certified or photostatic copies. We have
assumed, without independent verification, the accuracy of the relevant facts
stated therein.
As to any other facts material to the opinion expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and employees of the Company.
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Abigail Adams National Bancorp, Inc.
July 11, 1996
Page Two
Based upon the foregoing and subject to the qualifications set forth
below, we are of the opinion that, on the basis of such examination, the
Company has been duly organized and is validly existing under the laws of
Delaware and that the Company has authority to issue up to 5,000,000 shares
of common stock, each having $0.01 par value. It also is our opinion that
the Shares referred to in the Registration Statement, when issued and sold as
contemplated in the Registration Statement, will be legally issued, fully
paid, and non-assessable, and no personal liability will attach to the
ownership of such Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Very truly yours,
SHAPIRO AND OLANDER
By: /s/ Melissa Allison Warren
-----------------------------------
Melissa Allison Warren
