AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 22, 1996
REGISTRATION NO. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRINCETON NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3210283
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
606 S. MAIN STREET
PRINCETON, ILLINOIS 61356
(Address of principal executive offices, including zip code)
CITIZENS FIRST NATIONAL BANK
401(K) & PROFIT SHARING PLAN
(Full title of the plan)
D.E. VAN ORDSTRAND
PRESIDENT
PRINCETON NATIONAL BANCORP, INC.
606 SOUTH MAIN STREET
PRINCETON, ILLINOIS 61356
(Name and address of agent for service)
(815) 875-4444
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
LINDA JEFFRIES WIGHT
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5619
*---------------------------------*
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (2) (2) (2)
<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per share 15,000 $18.75 y$281,250 $100
Interests in the Plan (3) (3) (3) (3)
</TABLE>
(1) Based upon the number of shares that would be purchased by the trustee of
the trust established in connection with the Princeton National Bancorp,
Inc. 401(k) Plan during the three- to five-year period beginning with the
effective date of this Registration Statement.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h).
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein for which no
separate fee is required.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Princeton National
Bancorp, Inc. (the "Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 1996 and June 30, 1996; and
(c) The description of the Registrant's Common Stock, par value $5.00
per share, contained in the Registrant's Registration Statement on
Form S-1, filed with the Securities and Exchange Commission (the
"Commission"), effective May 8, 1992.
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 hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed 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 incorporated by
reference 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 such statement is modified or superseded by any other subsequently
filed document which is incorporated or is deemed to be incorporated by
reference herein. 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.
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145"), Article VII of the Registrant's Amended and Restated
Certificate of Incorporation, and Article VIII of the Registrant's By-Laws, as
restated, provide for the indemnification of the Registrant's directors and
officers in a variety of circumstances, which may include indemnification for
liabilities under the Securities Act of 1933. The general effect of these
provisions is to provide that the Registrant shall indemnify its directors and
officers against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in the
defense or settlement of any threatened, pending or completed action, suit or
proceeding in which such persons are made a party by reason of being or having
been a director of officer of Registrant, but only if it is determined that
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the Registrant and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. Such determination may be made by (i) a majority vote of a
quorum consisting of disinterested directors, (ii) an independent legal counsel
in a written opinion (if no such quorum is available or if a quorum of
disinterested directors so directs), or (iii) the stockholders. The Registrant
may pay expenses incurred by its directors and officers prior to the final
disposition of such action, suit or proceeding, if the director or officer
undertakes to repay such amount unless it is ultimately determined that they
are entitled to be indemnified by the Registrant.
The Registrant has insurance which, subject to certain policy
limits, deductible amounts and exclusions, insures directors and officers of
the Registrant for liabilities incurred as a result of acts committed in their
capacity as directors and officers or claims made against them by reason of
their status as directors or officers.
As permitted pursuant to Section 102(b)(7) of the General
Corporation Law of the State of Delaware, the Amended and Restated Certified of
Incorporation of the Registrant eliminates the personal monetary liability of a
director of the Registrant or its stockholders for breach of fiduciary duty as
a director, except for liability that results from (i) any breach of the
director's duty of loyalty to the Registrant or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) Section 174 of the General Corporation Law of
the State of Delaware (which Section pertains to a director's liability for
unlawful payments of dividends or unlawful stock purchases or redemptions); or
(iv) any transaction from which the director derived an improper personal
benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are
set forth in the Exhibit Index filed as part of this registration statement.
<PAGE>
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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, 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 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.
<PAGE>
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.
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Princeton, State of
Illinois, on August 21, 1996.
PRINCETON NATIONAL BANCORP, INC.
(Registrant)
By: /S/ D.E. VAN ORDSTRAND
-------------------------------------
D.E. Van Ordstrand
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints D.E. Van
Ordstrand and Tony J. Sorcic or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file, any
amendments to this registration statement that either of such attorneys may
deem necessary or desirable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission with respect thereto, in
connection with the registration of the shares of Common Stock, which
amendments may make such changes in such registration statement as either of
the above-named attorneys deems appropriate, and to comply with the
undertakings of the Registrant made in connection with this registration
statement; and each of the undersigned hereby ratifies all that either of said
attorneys will 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 in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/S/ D.E. VAN ORDSTRAND President, Chief Executive August 21, 1996
D. E. Van Ordstrand Officer and Director
(Principal Executive Officer)
/S/ TONY J. SORCIC Executive Vice President August 21, 1996
Tony J. Sorcic and Director
(Principal Financial Officer)
/S/ DENNIS B. GUTHRIE Treasurer August 21, 1996
Dennis B. Guthrie (Principal Accounting
Officer)
/S/ THOMAS R. LASIER Chairman of the Board August 21, 1996
Thomas R. Lasier and Director
/S/ DON S. BROWNING Director August 21, 1996
Don S. Browning
/S/ JOHN ERNAT Director August 21, 1996
John Ernat
/S/ DONALD E. GRUBB Director August 21, 1996
Donald E. Grubb
/S/ DR. HAROLD C. HUTCHINSON, JR. Director August 21, 1996
Dr. Harold C. Hutchinson, Jr.
/S/ THOMAS M. LONGMAN Director August 21, 1996
Thomas M. Longman
___________________________ Director
Erwin I. Pietsch
/S/ STEPHEN W. SAMET Director August 21, 1996
Stephen W. Samet
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Princeton, State of
Illinois, on August 21, 1996.
CITIZENS FIRST NATIONAL BANK
401(k) & Profit Sharing Plan
By: /S/ TODD D. FANNING
Todd D. Fanning
Controller
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Schiff Hardin & Waite (contained in their opinion
filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages hereto).
EXHIBIT 5
Linda Jeffries Wight
(312) 258-5619
August 21, 1996
Securities and Exchange Commission
Filing Desk -- Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: PRINCETON NATIONAL BANCORP, INC. -- REGISTRATION OF 15,000
SHARES OF COMMON STOCK, PAR VALUE $5.00 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Princeton National Bancorp, Inc.,
a Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering 15,000 shares of Common
Stock, $5.00 par value per share (the "Common Stock"), to be
issued pursuant to the Citizens First National Bank 401(k) and
Profit Sharing Plan (the "Plan").
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to
enable us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that those shares
of Common Stock covered by the Registration Statement that are
originally issued in accordance with the terms of the Plan and as
contemplated in the Registration Statement and the Prospectus
relating thereto, will, when so issued, be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /S/ LINDA JEFFRIES WIGHT
Linda Jeffries Wight
EXHIBIT 23.1
Board of Directors
Princeton National Bancorp, Inc.
We consent to incorporation by reference in the registration
statement on Form S-8 of Princeton National Bancorp, Inc., of our
report dated January 26, 1996, relating to the consolidated balance
sheets of Princeton National Bancorp, Inc. and subsidiaries as of
December 31, 1995 and 1994, and the related consolidated statements
of income, stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1995, which
report appears in the December 31, 1995 annual report on Form 10-K
of Princeton National Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
August 16, 1996
