As filed with the Securities and Exchange Commission on _________, 1997
Registration Number 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NATIONAL BANCORP OF ALASKA, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 92-0087646
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(State or other (I.R.S. Employer
jurisdiction Identification Number)
of incorporation
or organization)
301 West Northern Lights Boulevard
Anchorage, Alaska 99510
Telephone (907) 276-1132
(Address of principal executive offices and telephone number)
National Bank of Alaska
Profit Sharing and 401(k) Plan
(Full Title of Plan)
Edward B. Rasmuson Copy to:
Chairman of the Board Brian D. Alprin, Esq.
National Bancorp of Alaska, Inc. Laurence S. Lese, Esq.
301 West Northern Lights Boulevard Duane, Morris & Heckscher LLP
Anchorage, Alaska 99510 1667 K Street, N.W.
Telephone (907) 276-1132 Suite 700
(Name, address and telephone number of Washington, DC 20006-1608
agent for service.) Telephone (202) 776-7800
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered registered price per share offering price(1) fee
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<S> <C> <C> <C> <C>
Plan Interests (2)
Common Stock
$10 par value 100,000 N/A $10,046,875 $3,045
Shares
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(1) Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with the Rule 457(h)(1) on the basis of the
average of the high and low prices reported on NASDAQ/NMS on October 31,
1997 (within 5 business days of the date of filing the registration
statement).
(2) Indeterminate amount pursuant to Rule 416(c)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1996.
(b) All other reports filed by the registrant pursuant to sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a) above.
(c) The section captioned "Description of Common Stock of the Holding
Company" as set forth on page 28 of the registrant's Rule 424
prospectus dated September 13, 1984, as contained in registrant's Form
S-14 registration statement File No. 2-78795.
All documents subsequently filed by the registrant and the National Bank of
Alaska Profit Sharing and 401(k) Plan (the "Plan") 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 to the registration statement which indicates that
all of the securities offered have been sold or which deregisters all of such
securities then remaining unsold, shall be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date of
filing of such documents. Any statement contained 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 or is 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 Names Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware authorizes
indemnification of directors, officers and employees of Delaware corporations.
Article Tenth of the registrant's Articles of Incorporation provides that the
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and
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against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
Article VI, Section 1 of the registrant's bylaws provides for indemnification of
any director, officer, employee, or agent of the registrant who was or is a
party or is threatened to be made a party with respect to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
registrant) against expenses, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the registrant, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Section 2 of Article VI of the bylaws provides indemnification of any director,
officer, employee, or agent of the registrant who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding by or in the right of the registrant, against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
registrant and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for willful misfeasance, bad faith, gross negligence or reckless
disregard in the performance of his duty to the registrant unless and only to
the extent that the Delaware Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 4 provides that such indemnification should be made of the registrant
only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because he had met the applicable
standard of conduct set forth in Sections 1 and 2. The determination will be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding or (2) if
such a quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the stockholders.
Additionally, Article "Thirteenth" of the registrant's certificate of
incorporation (as amended in March 1988) provides that "a director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (i) for any breach of the directors' duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law as the
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<PAGE>
same exists or hereafter may be amended, or (iv) for any transaction from which
the director derived an improper personal benefit." Article Thirteenth also
provides that (a) if the Delaware law is amended to authorize further
elimination or limitation of the liability of directors, then the liability of a
director of the registrant shall be limited to the fullest extent permitted by
the amended Delaware law and (b) any repeal or modification of Article
Thirteenth by the stockholders of the registrant shall be prospective only and
shall not adversely affect any limitation on the personal liability of a
director of the registrant existing at the time of the repeal or modification.
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.
Pursuant to Instruction (b) under Item 8 of Form S-8, the registrant undertakes
that it will submit or has submitted, the National Bank of Alaska Profit Sharing
and 401(k) Plan (the "Plan") and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
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 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;
(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 paragraph (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission
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<PAGE>
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.
(b) 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.
(h) 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 provisions described in Item 6, 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 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 Act and will be governed by the final
adjudication of such issue.
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<PAGE>
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 Anchorage, State of Alaska, on October 21, 1997.
National Bancorp of Alaska, Inc.
By: /s/ Terry S. Kipp
--------------------------------
Terry S. Kipp, Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Edward B. Rasmuson, Richard Strutz and Gary Dalton, 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 this registration statement and 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, 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 and necessary to be done,
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 either of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
thereof.
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
dates indicated.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Edward B. Rasmuson Chairman of the Board and Director October 21, 1997
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Edward B. Rasmuson (Principal Executive Officer)
/s/ Richard Strutz President and Director (Principal October 21, 1997
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Richard Strutz Financial Officer)
/s/ Gary Dalton Senior Vice President (Principal October 21, 1997
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Gary Dalton Accounting Officer)
/s/ Donald B. Abel, Jr. Director October 21, 1997
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Donald B. Abel, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gary M. Baugh Director October 21, 1997
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Gary M. Baugh
/s/ Carl F. Brady, Jr. Director October 21, 1997
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Carl F. Brady, Jr.
/s/ Alec W. Brindle Director October 21, 1997
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Alec W. Brindle
/s/ Sharon Wikan Director October 21, 1997
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Sharon Wikan
/s/ James O. Campbell Director October 21, 1997
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James O. Campbell
/s/ Jeffry J. Cook Director October 21, 1997
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Jeffry J. Cook
/s/ Patrick S. Cowan Director October 21, 1997
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Patrick S. Cowan
/s/ Roy Huhndorf Director October 21, 1997
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Roy Huhndorf
/s/ James H. Jansen Director October 21, 1997
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James H. Jansen
/s/ Donald L. Mellish Director October 21, 1997
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Donald L. Mellish
- ------------------------ Director __________, 1997
Emil Notti
/s/ Howard R. Nugent Director October 21, 1997
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Howard R. Nugent
/s/ Tennys B. Owens Director October 21, 1997
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Tennys B. Owens
/s/ Eugene A. Parrish, Jr. Director October 21, 1997
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Eugene A. Parrish, Jr.
/s/ J. Michael Pate Director October 21, 1997
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J. Michael Pate
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Martin R. Pihl Director October 21, 1997
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Martin R. Pihl
/s/ Edward F. Randolph Director October 21, 1997
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Edward F. Randolph
/s/ John Schaeffer Director October 21, 1997
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Major General
John Schaeffer (Ret.)
/s/ Michael K. Snowden Director October 21, 1997
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Michael K. Snowden
/s/ George S. Suddock Director October 21, 1997
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George S. Suddock
/s/ Richard A. Wien Director October 21, 1997
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Richard A. Wien
By:
---------------------
, Attorney-in-Fact
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Anchorage, State of Alaska, on October 21, 1997.
National Bank of Alaska Trust Department
Administrator of the National Bank of Alaska Profit
Sharing and 401(k) Plan
BY: /s/ Roderick R. Shipley
---------------------------------------------
Roderick R. Shipley
Senior Vice President - Trust Department
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<PAGE>
EXHIBIT INDEX
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<CAPTION>
Page Number in
Sequential
No. Description Numbering System
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4.1 Article Fourth of Certificate of Incorporation of
National Bancorp of Alaska, Inc. filed with the
Delaware Secretary of State on June 21, 1982 (filed
herewith)
4.2 Certificate of Amendment filed on November 4, 1992,
amending Article Fourth (A) of the Certificate of
Incorporation of National Bancorp of Alaska, Inc.
(filed herewith)
4.3 Certificate of Amendment filed April 22, 1997,
amending Article Fourth (C) of the Certificate of
Incorporation of National Bancorp of Alaska, Inc.
(filed herewith)
5.1 Opinion of Duane, Morris & Heckscher LLP regarding
the legality of the securities being registered (filed
herewith)
23.1 Consent of Deloitte & Touche LLP, Certified Public
Accountants (filed herewith)
23.2 Consent of Duane, Morris & Heckscher LLP
(contained in their opinion filed as Exhibit 5.1)
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EXHIBIT 4.1
FOURTH: (A) The total number of shares of all classes of capital stock
which the Corporation shall have the authority to issue is Four Million Five
Hundred Thousand (4,500,000) shares of Common Stock of the par value of $10.00
per share (hereinafter called "Common Stock").
(B) Any amendment of the Certificate of Incorporation which shall
increase or decrease the authorized capital stock of the Corporation may be
adopted by the affirmative vote of the holders of a majority of the outstanding
shares of stock of the Corporation entitled to vote.
(C) The registered holders of the shares of Common Stock shall have
only a preemptive right as set forth in this Article to purchase, at such
respective equitable prices, terms, and conditions as shall be fixed by the
Board of Directors, such of the shares of Common Stock of the Corporation or
securities convertible into or carrying options or warrants to purchase such
shares of Common Stock as may be issued for money from time to time. Unless
eliminated, restricted or modified in accordance with the last sentence of this
paragraph (C), such preemptive right shall apply to all shares issued after the
first 3,000,000 shares, whether the additional shares constitute a part of the
shares presently or subsequently authorized or constitute shares held in the
treasury of the Corporation, except that the holders of the Common Stock shall
have no preemptive right to purchase or subscribe for all or any part of 198,363
shares of presently authorized but unissued Common Stock. The preemptive right
of the holders of Common Stock to purchase or subscribe for additional shares of
Common Stock may be eliminated, restricted or modified by the amendment of the
Certificate of Incorporation in accordance with the applicable provisions of the
General Corporation Law of the State of Delaware.
(D) The holders of securities convertible into or carrying options or
warrants to purchase shares of Common Stock shall have no preemptive right, as
such holders, to acquire any shares or securities of any class that may at any
time be issued by the Corporation.
EXHIBIT 4.2
RESOLVED, that the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered Fourth (A) so that, as amended, said
Article shall be and read as follows: The total number of shares of all classes
of capital stock which the corporation shall have authority to issue is TEN
MILLION FIVE HUNDRED THOUSAND (10,500,000) shares of common stock of the par
value of $10 per share (hereinafter called "Common Stock").
EXHIBIT 4.3
RESOLVED, that the Certificate of Incorporation of the Corporation be amended by
changing the Article thereof numbered "Subsection C of Article Fourth" so that,
as amended, said Article shall be and read as follows:
The registered holders of the shares of Common Stock shall have only a
preemptive right as set forth in this Article to purchase, as such
respective equitable prices, terms and conditions as shall be fixed by
the Board of Directors, such of the shares of Common Stock of the
Corporation or securities convertible into or carrying options or
warrants to purchase such shares of Common Stock as may be issued for
money from time to time. Unless eliminated, restricted or modified in
accordance with the last sentence of this paragraph (C), such
preemptive right shall apply to all shares issued after the first
3,000,000 shares, whether the additional shares constitute a part of
the shares presently or subsequently authorized but shall not apply to
shares held in the treasury of the Corporation, except that the holders
of the Common Stock shall have no preemptive right to purchase or
subscribe for all or any part of 198,363 shares of presently authorized
but unissued Common Stock. The preemptive right of the holders of
Common Stock to purchase or subscribe for additional shares of Common
Stock may be eliminated, restricted or modified by the amendment of the
Certificate of Incorporation in accordance with the applicable
provisions of the General Law of the State of Delaware.
Duane, Morris & Heckscher LLP
ATTORNEYS AT LAW
1667 K STREET, N.W., SUITE 700
WASHINGTON, D.C. 20006-1608
(202) 776-7800
FAX
(202) 776-7801
November 3, 1997
National Bancorp of Alaska, Inc.
301 West Northern Lights Boulevard
Anchorage, Alaska 99510
Re: National Bank of Alaska Profit Sharing and 401(k) Plan
Gentlemen:
We have acted as special securities counsel to National Bancorp of Alaska, Inc.,
a Delaware corporation, in connection with the National Bank of Alaska Profit
Sharing and 401(k) Plan (the "Plan") and the preparation and filing of a
registration statement on SEC Form S-8 in connection with the registration of
Plan interests (the "Interests") and 100,000 shares of Common Stock, par value
$10 per share, of Bancorp. In this regard, we have examined and are familiar
with the Articles of Incorporation, as amended, and Bylaws of Bancorp and the
Articles of Association and Bylaws of National Bank of Alaska (the "Bank"). We
have also examined the records of corporate proceedings of Bancorp and the Bank
and have examined and are familiar with such other documents as we have
considered necessary for rendering our opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Interests and the
shares of Common Stock of Bancorp reserved for issuance under the Plan will,
when issued in accordance with the terms of such Plan, be validly issued, fully
paid and nonassessable.
This opinion has been delivered to the addressee to be used solely by the
addressee for inclusion as an exhibit in the Registration Statement, and the
opinion is not to be used, circulated, or otherwise referred to for any other
purpose, nor is the opinion to be relied upon by any person other than the
addressee.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 and to the reference to us under the caption
"Legal Matters" in the prospectus portion of the registration statement.
Very truly yours,
DUANE, MORRIS & HECKSCHER LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement of
National Bancorp of Alaska, Inc. on Form S-8 of our report dated January 22,
1997, incorporated by reference in the Annual Report on Form 10-K of National
Bancorp of Alaska, Inc. and subsidiaries for the years ended December 31, 1996
and 1995 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Anchorage, Alaska
October 29, 1997
