<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)
1998 STOCK OPTION 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 Proposed maximum Proposed maximum Amount of
class of registered(1) offering price aggregate registration fee
securities to be per share(2) offering price (2)
registered (2)
<S> <C> <C> <C> <C>
Class A, Common 69,200 shares $31.00 $2,145,200.00 $566.33
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. Represents the number of shares
issuable pursuant to options which may be granted under the Plan excluding
options previously granted which where previously exercised.
(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 69,200
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 1998 Stock Option Plan of United
Bancorporation of Alabama, Inc., as amended (the "Plan").
The number of shares issuable under the Plan was adjusted in accordance
with the Plan to account for the 2-for-1 split of Company Stock in May, 1999.
<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
<PAGE> 4
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
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
<PAGE> 5
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
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
Number Description
- ------- -----------
<S> <C>
4 1998 Stock Option Plan of United Bancorporation of Alabama, Inc.
(Incorporated by reference herein from Exhibit 3.1.1 to
Registrant's Quarterly Report on Form 10-Q for the Quarter Ended
March 31, 1999.)
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>
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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 69,200 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 1998 Stock Option 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
