<PAGE> 1
As Filed with the Securities and Exchange Commission on May 10, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED BANCORPORATION OF ALABAMA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0833573
(State of Incorporation) (I.R.S. Employer Identification No.)
P. O. Drawer 8
Atmore, Alabama 36504
(334) 368-2525
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1999 EMPLOYEE STOCK PURCHASE PLAN
OF
UNITED BANCORPORATION OF ALABAMA, INC.
(full title of the Plan)
ROBERT R. JONES, III
President
P. O. Drawer 8
Atmore, Alabama 36504
(334) 368-2525
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of all communications to:
JAMES DALE SMITH, ESQ.
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves, L.L.C.
P.O. Box 290
Mobile, Alabama 36601
(334) 405-1300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of each Amount to be registered(1) Proposed maximum Proposed maximum Amount of
class of offering price aggregate registration fee
securities to be per share(2) offering price (2)
registered (2)
<S> <C> <C> <C> <C>
Class A Common 35,000 shares $31.00 $1,085,000.00 $286.44
Stock, $.01 par
value
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate
amount of securities to be offered or issued pursuant to the antidilution
provisions of the Plan described herein.
(2) Pursuant to Rule 457 under the Securities Act, the offering price is
estimated solely for the purpose of determining the registration fee and is
based on the most recent sales price of $31.00 of Class A Common Stock
reported to the Registrant, for a sale on May 3, 2000.
<PAGE> 2
PART I
EXPLANATORY NOTE
This Registration Statement is being filed in order to register 35,000
shares of Class A common stock, $.01 par value per share ("Company Stock"), of
United Bancorporation of Alabama, Inc. (the "Registrant"), which may be sold
pursuant to the terms and conditions of the 1999 Employee Stock Purchase Plan of
United Bancorporation of Alabama, Inc., as amended (the "Plan").
A form of prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
form of prospectus is not included in this Registration Statement but will be
delivered to all participants in the Plan pursuant to Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3: Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein by reference
and made a part hereof:
(a) The Registrant's latest Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1999.
(c) The Registrant's definitive proxy statement filed pursuant to Section
14 of the Exchange Act in connection with the Registrant's May 3, 2000 annual
meeting of shareholders.
(d) The description of the Registrant's $.01 par value Class A common stock
contained in a registration statement filed under Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities offered hereby then unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents.
Any statement contained herein, or in a document all or a portion of which
is incorporated by reference herein, shall be deemed 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 is also 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 modified or
superseded, to constitute a part of this Registration Statement.
Item 4: Description of Securities.
Not applicable.
Item 5: Interest of Named Experts and Counsel
Not applicable.
Item 6: Indemnification of Directors and Officers.
The Restated Certificate of Incorporation (the "Certificate") of the
Registrant contains a provision which eliminates the liability of a director to
the Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director.
The Certificate further provides that the Registrant shall indemnify any
person who was or is a party to any civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including reasonable attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding to the full extent permitted by the Delaware General
Corporation Law, upon such determination having been made as to his good faith
and conduct as required by said Delaware General Corporation Law. Expenses
incurred in defending a civil or criminal action, suit or proceeding shall be
<PAGE> 4
paid by the Registrant in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Registrant.
In addition to the Certificate of the Registrant, Section 145(c) of the
Delaware General Corporation Act requires the Registrant to indemnify any
director who has been successful on the merits or otherwise in defending any
proceeding described above which has arisen prior to July 1, 1997. The Delaware
General Corporation Law also provides that a court may order indemnification of
a director if it determines that the director is fairly and reasonably entitled
to such indemnification.
The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts or omissions while acting in
their official capacity.
Item 7: Exemption from Registration Claimed.
Not applicable.
Item 8: Exhibits.
The exhibits to the Registration Statement are listed in the Exhibit Index
elsewhere herein.
Item 9: Undertakings.
(a) 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; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in the
post-effective amendment to 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 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 offering.
(b) The undersigned Registrant hereby undertakes 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.
(h) 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 Commission such
<PAGE> 5
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 persons of the
Registrant in the successful defense of any action, suit or proceedings) 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.
<PAGE> 6
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, thereunto duly
authorized in the City of Atmore, State of Alabama, on May 10, 2000.
UNITED BANCORPORATION OF ALABAMA, INC.
Registrant
By: /s/ Robert R. Jones, III
-----------------------------------
Robert R. Jones, III
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert R. Jones, III, H. Leon Esneul, William J.
Justice, David D. Swift, and Mitchell D. Staples, and each 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 other documents in connection therewith, with the Securities and Exchange
Commission, and to make any and all state securities law or blue sky filings,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
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 their or his
substitute or substitutes, may lawfully do or 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 on behalf of the Registrant
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert R. Jones, III President, Chief Executive Officer May 10, 2000
Robert R. Jones, III and Director
/s/ H. Leon Esneul Chairman of the Board May 10, 2000
H. Leon Esneul
Vice Chairman of the Board May , 2000
William J. Justice
/s/ David D. Swift Secretary and Director May 10, 2000
David D. Swift
/s/ Mitchell D. Staples Treasurer May 10, 2000
Mitchell D. Staples
/s/ L. Walter Crim Director May 10, 2000
L. Walter Crim
/s/ William C. Grisset Director May 10, 2000
William C. Grisset
Director May , 2000
Bobby W. Sawyer
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4 1999 Employee Stock Purchase Plan of United Bancorporation of
Alabama, Inc. (incorporated herein by reference from Appendix A
to the Registrant's definitive proxy statement dated April 10,
2000)
5 Opinion and consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes
& Reeves, L.L.C. with respect to legality of securities
registered
23.1 Consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
L.L.C. (included in Exhibit 5)
23.2 Consent of Independent Auditors.
24 Power of Attorney (included with signature page in Part II of
this registration statement)
</TABLE>
<PAGE> 1
Exhibit 5
Opinion and consent of Armbrecht, Jackson, DeMouy, Crowe, Holmes & Reeves,
L.L.C.
May 10, 2000
UNITED BANCORPORATION OF ALABAMA, INC.
P.O. Drawer 8
Atmore, Alabama 36504
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 of United
Bancorporation of Alabama, Inc. (the "Company"), filed by the Company in
connection with the registration of up to 35,000 shares of Class A Common Stock,
par value $.01 per share, of the Company (the "Common Stock"), to be issued in
accordance with the terms of the 1999 Employee Stock Purchase Plan of United
Bancorporation of Alabama, Inc. (the "Plan")
On the basis of such examination of such corporate records, certificates
and other documents as we have considered necessary or appropriate for purposes
of this opinion, we advise you that upon the due authorization and execution of
the Common Stock by the Company and the receipt of payment for the Common Stock
in accordance with the provisions of the Plan, then, in our opinion, the Common
Stock will have been validly issued and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Armbrecht, Jackson, DeMouy,
Crowe, Holmes & Reeves, L.L.C.
By: /s/ James Dale Smith
---------------------------
James Dale Smith
<PAGE> 1
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
United Bancorporation of Alabama, Inc.
We consent to incorporation by reference in the Registration Statement on Form
S-8 of United Bancorporation of Alabama, Inc. of our report dated February 29,
2000, relating to the consolidated balance sheets of United Bancorporation of
Alabama, Inc. as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and comprehensive income, and
cash flows for each of the years in the three-year period ended December 31,
1999, which report appears in the December 31, 1999, annual report on Form 10-K
of United Bancorporation of Alabama, Inc.
KPMG LLP
Birmingham, Alabama
May 10, 2000
