<PAGE> 1
As filed with the Securities and Exchange Commission on August 29, 1995
Registration No. 33-______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act of 1933
AMERICAN BANCORP OF NEVADA
(Exact Name of Registration as Specified in its Charter)
NEVADA 94-2792608
------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4425 SPRING MOUNTAIN ROAD
LAS VEGAS, NEVADA 89102
(Address of Principal Executive Offices)
AMERICAN BANCORP OF NEVADA 1995 STOCK OPTION PLAN
(Full Title of the Plan)
JAMES V. BRADHAM, PRESIDENT & CEO
4425 SPRING MOUNTAIN ROAD
LAS VEGAS, NEVADA 89102
(Name and Address of Agent for Service)
(702) 362-7222
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Thomas Q. Kwan, Esq.
Gary Steven Findley & Associates
1470 North Hundley Street
Anaheim, California 92806
(714) 630-7136
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering aggregate registration
be registered registered(a) price per share(b) offering price fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 350,000 Shares $13.25 $4,593,750 $1,584.05
(No Par Value)
==========================================================================================
</TABLE>
(a) The number of shares being registered is the number of shares issuable
under the American Bancorp of Nevada 1995 Stock Option Plan (the "1995
Plan"). Because of certain events specified in the 1995 Plan, an
indeterminate number of shares may additionally become subject to issuance
under the 1995 Plan.
(b) Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee, utilizing the $13.125 as the average of the bid and
asked price of American Bancorp of Nevada's common stock as of August 28,
1995.
===============================================================================
<PAGE> 2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
American Bancorp of Nevada (the "Registrant") hereby incorporates by reference
the documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's last annual report filed on Form 10-K for December 31,
1994 filed by the Registrant pursuant to Section 13 of the Securities
Exchange Act of 1934.
(b) All other reports of the Bancorp filed pursuant to Section 13(a) or 15(d)
of the Securities and Exchange Act since December 31, 1994.
(c) The description of the Registrant's common stock is contained in its
Registration Statement on Form S-14 (File No. 2-76974).
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other subsequent filed document, which also is incorporated by reference
herein, modifies or supersedes such statement. Any 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
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Bylaws of the Registrant provide for indemnification at the discretion of
the Bancorp of directors, officers, agents and employees ("Agents") to the
extent allowed by Nevada law. The Articles of Incorporation of the Registrant
further provide for the elimination of director and officer liability for
damages for breach of fiduciary duty, except for acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law, or the
payment of a dividend or other distribution in violation of Nevada law. The
indemnification laws of the State of Nevada generally allow indemnification, in
matters not involving the right of the corporation, to an Agent of the
corporation if such person acted in good faith, in a manner such person
reasonably
1
<PAGE> 3
believed to be in or not opposed to the best interests of the corporation and
in the case of a criminal matter, had no reasonable cause to believe the
conduct of such person was unlawful. Nevada law, with respect to matters
involving the right of a corporation, allows indemnification of an Agent of the
corporation, if such person acted in good faith, in a manner such person
believed to be in the best interests of the corporation; provided that there
shall be no indemnification for matters in which such person shall have been
adjudged to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that a court of competent
jurisdiction determines that indemnification is proper.
In addition, the Registrant has the power to purchase and maintain insurance on
behalf of any Agent of the Registrant against any liability asserted against or
incurred by the Agent in such capacity or arising out of the Agent's status as
such whether or not the Registrant would have the power to indemnify the agent
against such liability under the applicable provisions of the Registrant's
Bylaws.
The Registrant has a directors' and officers' insurance policy covering its
directors and officers against certain liabilities as permitted by Registrant's
bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS PAGE
- ------ -------- ----
<S> <C> <C>
4.1 American Bancorp of Nevada 1995 Stock Option Plan 7
5.1 Opinion re: Legality 14
23.1 Consent of Counsel (contained in Exhibit 5.1) 14
23.2 Consent of McGladrey & Pullen, LLP 16
23.3 Consent of Deloitte & Touche, LLP 17
</TABLE>
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 of 1933;
(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;
2
<PAGE> 4
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that
are incorporated by reference in the 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 offering.
The undersigned Registrant hereby undertakes 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 Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 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.
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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<PAGE> 5
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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, there unto duly
authorized in the City of Las Vegas, Nevada, on August 28, 1995.
AMERICAN BANCORP OF NEVADA
/s/ James V. Bradham
------------------------------
James V. Bradham
President & CEO
4
<PAGE> 6
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>
<S> <C> <C>
/s/ James V. Bradham , Director, Principal August 28, 1995
- --------------------------- Executive Officer
James V. Bradham
/s/ Keith Ashworth , Director August 28, 1995
- ---------------------------
Keith Ashworth
/s/ Vern J. Christensen , Director August 28, 1995
- ---------------------------
Vern J. Christensen
/s/ Elias F. Ghanem, M.D. , Director August 28, 1995
- ---------------------------
Elias F. Ghanem, M.D.
/s/ Nasser F. Ghanem , Director August 28, 1995
- ---------------------------
Nasser F. Ghanem
/s/ Joel A. Laub , Director August 28, 1995
- ---------------------------
Joel A. Laub
/s/ Betty Lou Lehman , Director August 28, 1995
- ---------------------------
Betty Lou Lehman
, Director _________, 1995
- ---------------------------
Darrel A. Luery
/s/ Edward D. Smith , Director August 28, 1995
- ---------------------------
Edward D. Smith
/s/ Claudine B. Williams , Chairman August 28, 1995
- ---------------------------
Claudine B. Williams
/s/ Robert E. Olson , Principal Financial August 28, 1995
- --------------------------- Officer, Principal
Robert E. Olson Accounting Officer
</TABLE>
5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item No. Exhibits Page
- -------- -------- ----
<S> <C> <C>
4.1 American Bancorp of Nevada 1995 Stock Option Plan 7
5.1 Opinion re: Legality 14
23.1 Consent of Counsel (contained in Exhibit 5.1) 14
23.2 Consent of McGladrey & Pullen, LLP 16
23.3 Consent of Deloitte & Touche, LLP 17
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMERICAN BANCORP OF NEVADA
1995 STOCK OPTION PLAN
<PAGE> 2
AMERICAN BANCORP OF NEVADA
1995 STOCK OPTION PLAN
1. PURPOSE
The purpose of the American Bancorp of Nevada 1995 Stock Option Plan (the
"Plan") is to provide financial reward opportunities to certain key employees
and directors (the "Participants") of American Bancorp of Nevada (the
"Company") and its subsidiaries based on the long-term success of the Company.
Such financial reward opportunities shall be based upon the grant of stock
options ("Options"), the value of which is related to the appreciation in the
value of the common stock of the Company. The Plan is intended to benefit the
Company by retaining and motivating Participants to achieve the Company's
long-term goals.
2. DEFINITIONS
Unless the context clearly indicates otherwise, the following terms, when used
in the Plan, shall have the following meanings:
a. "Beneficiary" shall be the person or persons who shall acquire the right
to exercise an Option by bequest or inheritance.
b. "Compensation Committee" or "Committee" means the Compensation Committee
of the Board of Directors of the Company as may be established by the
Board of Directors of the Company.
c. "Code" means the Internal Revenue Code of 1986 as amended from time to
time.
d. "Grantee" means a person to whom an Option has been granted under the
Plan.
e. "Option" means an option to purchase shares of the Company's common stock
that is evidenced by a written stock option agreement entered into between
the Company and the Grantee.
f. "Term" means the period during which a particular Option may be exercised.
3. ADMINISTRATION
The Plan shall be administered by the Board of Directors (the "Board"), unless
the Compensation Committee is established and authorized by the Board to
administer the Plan. Subject to the provisions of the Plan, the Board shall
have the exclusive power to (i) select the Participants to be granted Options;
(ii) determine
1
<PAGE> 3
the number of Options to be granted; and (iii) establish the date of each
Option granted.
4. INCENTIVE AND NONQUALIFIED STOCK OPTIONS
It is intended that the Options granted hereunder will include (i) those that
qualify as incentive stock options under Section 422(b) of the Code, and (ii)
those that do not qualify as incentive stock options and are therefore
nonqualified stock options.
5. NUMBER AND SOURCE OF SHARES SUBJECT TO THE PLAN
The Company may grant Options under the Plan for not more than 350,000 shares
of common stock ("Shares") which shall be provided by the issuance of Shares
authorized but unissued. In the event that an Option previously granted shall
for any reason lapse or be canceled without being exercised, the unpurchased
Shares subject to the Option shall be restored to the total number of Shares to
be granted under the Plan.
6. PARTICIPANTS
Options may be granted to key employees employed by the Company or any
subsidiary of the Company and to selected members of the Board, as determined
by the Board. Options granted to Participants who are not employees shall be
nonqualified stock options.
7. GRANTS
Options shall be granted to Participants as recommended by the Chief Executive
Officer and approved by the Board. Options shall be granted at such time or
times and in such quantities as approved by the Board, and shall be subject to
such terms and conditions as set forth in this Plan.
With respect to the number of Shares subject to incentive stock options granted
to any one Participant in any one year, the aggregate fair market value
(determined as of the time the Option is granted) of the Shares which become
exercisable shall not exceed $100,000 during any one calendar year.
8. EXERCISE PRICE
The exercise price for each Option granted shall be the fair market value of a
Share at the date of grant, except for incentive stock options granted to
employees who own more than ten percent of the Company's voting stock.
With respect to any incentive stock options granted to a Grantee who, on the
date the Option is granted, owns more than ten percent of the combined voting
power of all classes of stock of the Company, the exercise price for each Share
shall not be less than 110 percent of the fair market value of a Share on the
date the Option is granted.
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<PAGE> 4
Notwithstanding anything herein to the contrary, in no event may an Option be
granted under the Plan if the exercise price is less than the par value of a
Share.
9. TERM OF OPTIONS
The Board shall establish the maximum period of time ("Term") during which an
option must be exercised. In no event shall the Term of an option extend
beyond five years from the date of grant.
10. VESTING
Options to the Participants shall vest in accordance with the following
schedule of years of employment or service as a director since the date of the
grant of such Options.
<TABLE>
<CAPTION>
Vesting Years Following
of Options Date of Grant
---------- ---------------
<S> <C>
25% 1 year
50% 2 years
75% 3 years
100% 4 years or more
</TABLE>
Notwithstanding the provisions of the above schedule, all vested Options
granted to a Participant shall become fully exercisable upon (i) the
Participant's termination of employment with the Company due to death,
disability or retirement; (ii) the sale or termination of the business of, or
liquidation or dissolution of the Company by the owners of at least a majority
of the shares of common stock of the Company; (iii) sale of substantially all
of the assets of the Company; (iv) the merger or consolidation of the Company
with any other corporation wherein the Company is not the surviving corporation
of such merger or consolidation; or (v) the termination of the Participant's
employment by the Company "without cause" as determined by the Board.
For purposes of this Section, a Participant will be considered disabled if such
Participant's disability meets the definition of "disabled" in Section 22(e)(3)
of the Code; and a Participant will be considered retired if the Participant's
employment with the Company terminates at or after the date the Participant
attains the age of 65.
11. EXERCISE OF OPTIONS BY GRANTEE
Grantees may exercise vested Options at any time during the Term.
a. Options shall be exercised by delivering or mailing to the Board:
1. A written notice, in the form and in the manner substantially as
shown in Exhibit A hereto, specifying the number of Shares to be
purchased; and
3
<PAGE> 5
2. Payment in full in cash of the exercise price for the Shares
purchased.
b. Upon receipt of the notice of exercise and upon payment of the exercise
price, the Company shall promptly deliver to the Grantee a certificate or
certificates for the Shares purchased, without charge to him for issue or
transfer tax.
c. An Option may be exercised during the lifetime of the Grantee only by
the Grantee.
12. EXERCISE OF OPTIONS AFTER DEATH, DISABILITY, RETIREMENT OR OTHER
TERMINATION OF EMPLOYMENT
In the event of a Grantee's termination of employment or directorship (for a
nonemployee director) for any reason, including retirement, death and
disability, all exercisable Options may be exercised within three (3) months of
such termination, unless such termination of employment is "for cause" in which
case, all options granted to the Grantee are forfeited and canceled as of the
date of such termination. However, the Board, in its sole discretion, may
reinstate the Options of the Grantee with respect to the installments which had
vested as of the date of termination of Granteee's employment, provided that
the Board takes such action within thirty (30) days of the date of termination.
A grantee of an option which has been reinstated shall have three (3) months
from the time of his or her termination of employment to exercise those
installments of his or her option which had vested as of the time of his or her
termination of employment. For the purposes of the Plan, a termination of a
Grantee's employment by the Company "for cause" means a termination due to any
of the following events:
a. The willful or knowing failure or refusal of a Grantee to perform the
duties of his job;
b. Actions of a Grantee that constitute dishonesty, embezzlement, theft,
misappropriation of funds, or a continuing violation of governmental
regulations; or
c. The commission by the Grantee of a felony or a crime of moral turpitude.
13. CHANGES IN CAPITAL AND CORPORATE STRUCTURE
In the event of any change in the outstanding shares of common stock of the
Company by reason of a recapitalization, reclassification, reorganization,
stock split, reverse stock split, combination of shares, stock dividend or
similar transaction, the Board shall proportionately adjust, in an equitable
manner, the aggregate number of Shares available for Options, the number of
Shares subject to outstanding Options, the exercise price of each of the
Options, and the number of Options held by Grantees under the Plan.
4
<PAGE> 6
14. EFFECT OF MERGER OR OTHER REORGANIZATION
If the Company shall be the surviving corporation in a merger or other
reorganization, Option rights shall extend to stock and securities of the
Company to the same extent that a holder of that number of shares of common
stock of the Company underlying the Options immediately before the merger or
consolidation would be entitled to have. If the (i) Company dissolves, sells
substantially all of its assets, sells shares of common stock of the Company in
an amount that is equal to more than 51% of the Company's outstanding shares of
common stock, or is a party to a merger or other reorganization in which it is
not the surviving corporation or (ii) more than 51% of the Company's
outstanding shares of common stock or voting rights thereto are purchased or
acquired by any person, entity or group of persons and/or entities acting in
concert ("Corporate Event"), then each Option shall be exercisable in full
within the period of thirty (30) days before the date of such Corporate Event.
15. SHAREHOLDER RIGHTS
No person shall have any rights of a shareholder by virtue of an Option except
with respect to Shares actually issued to him.
16. NONTRANSFERABILITY
Options granted under the Plan, and any rights and privileges pertaining
thereto, may not be transferred, assigned, pledged or hypothecated in any
manner, by operation of law or otherwise, other than by will or the laws of
descent and distribution, and shall not be subject to execution, attachment or
similar process.
17. WITHHOLDING
The Company shall have the right to deduct from all Option exercises pursuant
to the Plan any taxes required by law to be withheld with respect to such
exercises.
18. MISCELLANEOUS PROVISIONS
a. No employee or other person shall have any claim or right to be granted an
Option under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any employee any right to be retained in the
employ of the Company.
b. Except when otherwise required by the context, any masculine terminology
in this document shall include the feminine and any singular terminology
shall include the plural.
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<PAGE> 7
19. AMENDMENT OF THE PLAN
The Board may, at any time, suspend, amend or terminate the Plan and may, with
the consent of the Grantee, make such modification of the terms and conditions
of the Option as it shall deem advisable; provided that, except as permitted
under the provisions of Sections 13 and 14 hereof, no amendment or modification
which would:
a. increase the maximum number of Shares which may be purchased pursuant to
options granted under the Plan either in the aggregate or by an
individual;
b. change the minimum option price;
c. increase the maximum term of options provided for herein; or
d. permit options to be granted to anyone other than directors and key
employees of the Company or a subsidiary corporation;
may be adopted without the Company having first obtained shareholder approval.
No option may be granted during any suspension or after termination of the
Plan. Any amendment, suspension or termination of the Plan shall not (except
as otherwise provided in Section 13 hereof), without the consent of the
Grantee, alter or impair any rights or obligations under any Option theretofore
granted.
20. EFFECTIVENESS AND TERMS OF PLAN
The effective date of the Plan shall be January 1, 1995. The Board may at any
time terminate the Plan and unless sooner terminated by the Board, the Plan
shall terminate on December 31, 1999. No options shall be granted pursuant to
the Plan after the date of termination of the Plan.
21. GOVERNING LAW
The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the State of Nevada except to the extent that such
laws may be superseded by Federal laws.
6
<PAGE> 1
EXHIBIT 5.1
OPINION RE: LEGALITY
<PAGE> 2
[GARY STEVEN FINDLEY & ASSOCIATES LETTERHEAD]
August 29, 1995
American Bancorp of Nevada
4425 Spring Mountain Road
Las Vegas, Nevada 89102
RE: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, for the offer and
sale, pursuant to the American Bancorp of Nevada 1995 Stock Option Plan, of
350,000 shares of your common stock, $.05 par value (the "Common Stock")
issuable upon exercise of stock options to be granted under the American
Bancorp of Nevada 1995 Stock Option Plan. We are familiar with the actions
taken or to be taken in connection with the authorization, issuance and sale of
the Common Stock.
It is our opinion that, subject to said proceedings being duly taken and
completed as now contemplated before the issuance of the Common Stock, said
Common Stock, will, upon the issuance and sale thereof in accordance with the
American Bancorp of Nevada 1995 Stock Option Plan referred to in the
Registration Statement, be legally and validly issued and fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement.
Respectfully submitted,
GARY STEVEN FINDLEY & ASSOCIATES
By: /s/ GARY STEVEN FINDLEY
-------------------------------
Gary Steven Findley
Attorney at Law
GSF:bl
<PAGE> 1
EXHIBIT 23.2
CONSENT OF MCGLADREY & PULLEN
<PAGE> 2
[McGLADREY & PULLEN, LLP LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
AMERICAN BANCORP OF NEVADA
Las Vegas, Nevada
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8, regarding the 1995 Stock Option Plan, of our report
dated January 20, 1995, relating to the consolidated financial statements of
American Bancorp of Nevada and subsidiaries.
McGLADREY & PULLEN, LLP
Las Vegas, Nevada
August 28, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE
<PAGE> 2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
American Bancorp of Nevada on Form S-8 of our report dated January 19, 1994
appearing in the Annual Report on Form 10-K of American Bancorp of Nevada for
the year ended December 31, 1994.
DELOITTE & TOUCHE LLP
Las Vegas, Nevada
August 28, 1995
