Registration No. 333-_____________________
As filed with the Securities and Exchange Commission on December 31, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Abigail Adams National Bancorp, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1508198
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(State of Incorporation) (IRS Employer Identification No.)
1627 K Street, N.W.
Washington, D.C. 20006
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(Address of Principal Executive Offices)
Abigail Adams National Bancorp, Inc.
Directors Stock Option Plan
Abigail Adams National Bancorp, Inc.
Employee Incentive Stock Option Plan
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(Full Title of the Plans)
Copies to:
Barbara Davis Blum Melissa Allison Warren, Esquire
President and Chief Executive Officer Shapiro and Olander
1627 K Street, N.W. 36 South Charles Street, 20th Floor
Washington, D.C. 20006 Baltimore, Maryland 21201-3147
(202) 466-4090 (410) 385-0202
(Name, Address and Telephone Number of
Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common Stock 16,416 shares $11.375 $186,732 $56.59
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(1) Together with such indeterminate number of additional shares as may be
issuable to avoid dilution as the result of a stock split, stock dividend
or similar adjustment of the Common Stock pursuant to 17 C.F.R. Section
230.416(a).
(2) Estimated pursuant to Rule 457(h)(l) solely for the basis of calculating
the registration fee, based on the average of the high and low price as
reported by Nasdaq National Market on December 27, 1996
This Registration Statement shall become effective upon filing in accordance
with Section 8(a) of the Securities Act of 1933, as amended.
<PAGE>
Part II
Item 3. Incorporation of Documents by Reference
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-KSB (Commission File No.
0-10971) for the fiscal year ended December 31, 1995, which includes the
consolidated statements of financial condition of the Company and Subsidiary as
of December 31, 1995 and 1994, and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the years
in the three-year period ended December 31, 1995, together with the related
notes and report of independent certified public accountants dated January 26,
1996 and filed with the Commission on April 1, 1996.
(b) The Registrant's Form 10-QSB Reports for the fiscal quarters ended
September 30, 1996, June 30, 1996 and March 31, 1996 (Commission File No.
0-10971), filed with the Commission on November 14, 1996, August 14, 1996 and
May 15, 1996, respectively.
(c) The "Description of Capital Stock" section in the Company's
Registration Statement on Form SB-2 (Registration No. 333-05073), as amended,
filed with the Commission on June 3, 1996.
All documents filed by the Registrant 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. 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
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 consolidated financial statements of Abigail Adams National Bancorp,
Inc. as of December 31, 1995 and 1994, and for each of the years in the
three-year period ended December 31, 1995, have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick
<PAGE>
LLP, independent certified public accountants, and upon the authority of said
firm as experts in accounting and auditing.
The validity of the Common Stock offered hereby has been passed upon by
Shapiro and Olander, 36 South Charles Street, Baltimore, Maryland 21201, counsel
for the Registrant.
Item 6. 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 directors' 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 or 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 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 officers' and directors' liability insurance in the
amount of $2,000,000.
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 (numbering corresponds to Exhibit Table in Item 601
of Regulation S-B):
5 Opinion of Shapiro and Olander as to the legality of the Common Stock.
10.1 Abigail Adams National Bancorp, Inc. Employee Incentive Stock Option
Plan (incorporated by reference to Exhibit No. 10.2.2 of the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995).
10.2 Abigail Adams National Bancorp, Inc. Directors Stock Option Plan
(incorporated by reference to Exhibit No. 10.2.3 of the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31,
1995).
23.1 Consent of Shapiro and Olander (contained in the opinion included as
Exhibit 5).
<PAGE>
23.2 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney (located in the signature pages).
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 (i) to include any
prospectus required by Section 10(a)(3) of 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; 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 unless the information required by
(i) and (ii) is contained in periodic reports filed by the Registrant pursuant
to Section 13 of the Exchange Act that are incorporated by reference into this
Registration Statement;
2. That, for the purpose of determining any liability under the Securities
Act, 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
Plans;
4. That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant'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; and
5. 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 SEC 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Abigail Adams
National Bancorp, Inc. 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 Washington, District of Columbia, this 30th day
of December, 1996.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
By: /s/ Barbara Davis Blum
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Barbara Davis Blum
Chairwoman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby makes,
constitutes and appoints Barbara Davis Blum to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
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:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Barbara Davis Blum
- -------------------------- Chairwoman of the Board, President
Barbara Davis Blum and Chief Executive Officer December 30, 1996
(Principal executive officer)
/s/ Shireen L. Dodson
- -------------------------- Director December 30, 1996
Shireen L. Dodson
/s/ Susan Hager
- -------------------------- Director December 30, 1996
Susan Hager
/s/ Jeanne Hubbard
- -------------------------- Director December 30, 1996
Jeanne Hubbard
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- -------------------------- Director December__, 1996
Clarence L. James, Jr.
- -------------------------- Director December__, 1996
Steve Protulis
/s/ Marshall T. Reynolds
- -------------------------- Director December 30, 1996
Marshall T. Reynolds
/s/ Robert L. Shell, Jr.
- ------------------------- Director December 30, 1996
Robert L. Shell, Jr.
/s/ Dana B. Stebbins
- ------------------------- Director December 31, 1996
Dana B. Stebbins
- ------------------------- Director December__, 1996
Susan J. Williams
/s/ Kimberly J. Levine
- ------------------------- Senior Vice President, December 30, 1996
Kimberly J. Levine Treasurer and Chief
(Principal financial and Financial Officer
accounting officer)
</TABLE>
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit Page
No. Description Method of Filing Location
- --- ----------- ---------------- --------
<S> <C> <C> <C>
5 Opinion of Shapiro and Olander Filed herewith 8
10.1 Abigail Adams National Bancorp, Incorporated By Reference Not Applicable
Inc. Employee Incentive Stock
Option Plan
10.2 Abigail Adams National Bancorp, Incorporated By Reference Not Applicable
Inc. Directors Stock Option Plan
23.1 Consent of Shapiro and Olander Located in Exhibit 5 herewith Not Applicable
23.2 Consent of KPMG Peat Marwick Filed herewith 9
LLP
24 Power of Attorney Located in the Signature Pages Not Applicable
</TABLE>
EXHIBIT 5
December 30, 1996
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, D.C. 20006
Re: Abigail Adams National Bancorp, Inc. Directors Stock Option
Plan and Abigail Adams National Bancorp, Inc. Employee
Incentive Stock Option Plan - Registration Statement on Form
S-8 for 16,416 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for Abigail Adams National Bancorp, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, on Form S-8 of 16,416 shares of the Company's Common Stock, $.01 par
value (the "Shares"), to be issued under the Abigail Adams National Bancorp,
Inc. Employee Incentive Stock Option Plan (the "Incentive Option Plan") and the
Abigail Adams National Bancorp, Inc. Directors Stock Option Plan (the "Directors
Option Plan"). As such counsel, we have made such legal and factual examinations
and inquiries as we deemed advisable for the purpose of rendering this opinion.
Based on the foregoing, it is our opinion that the Shares reserved for
issuance under the Incentive Option Plan and the Directors Option Plan have been
duly and validly authorized and upon the issuance and delivery of the Shares in
the manner and for the consideration described under such Plans, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to Abigail
Adams National Bancorp, Inc.'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."
Very truly yours,
/s/ Shapiro and Olander
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SHAPIRO and OLANDER
EXHIBIT 23.2
The Board of Directors
Abigail Adams National Bancorp, Inc.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the caption "Interests of Named Experts and Counsel"
in the Registration Statement.
/s/ KPMG Peat Marwick LLP
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Washington, D.C.
December 26, 1996
