PRINCETON NATIONAL BANCORP INC
S-8, 1998-12-16
NATIONAL COMMERCIAL BANKS
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  As filed with the Securities and Exchange Commission on December 16, 1998

                                               Registration No. 333-________
____________________________________________________________________________
                                  UNITED STATES
                       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 62356
          (Address of principal executive offices, including zip code)

                        PRINCETON NATIONAL BANCORP, INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)

                                        With a copy to:
Tony J. Sorcic                          Timothy E. Kraepel
President                               Howard & Howard Attorneys, P.c.
Princeton National Bancorp, Inc.        The Pinehurst Office Center, Suite 101
606 South Main Street                   1400 North Woodward Avenue
Princeton, Illinois 62356               Bloomfield Hills, Michigan 48304-2856
(Name and address of agent for service) (248) 645-1483
(815) 875-4444
(Telephone number, including area code,
of agent for service)
                        ________________________________

                         CALCULATION OF REGISTRATION FEE

                                 Proposed      Proposed
                      Amount      maximum       maximum
Title of Securities   to be    offering price  aggregate          Amount of
Registered          registered   per share    offering price  registration fee
                         (1)         (2)           (2)

Common Stock,
par value $5.00       202,500      $17.19       $3,480,975           $968
per share

(1) Plus, pursuant to Rule 416, an indeterminate number of additional shares
as may be issuable in the event of an adjustment as a result of an increase
in the number of issued shares of Registrant's Common Stock resulting from
a subdivision of such shares, the payment of stock dividends or certain
other capital adjustments as provided in the above-referenced Stock Option
Plan.

(2)  Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and (h) based on the $17.19 average of the high
and low prices of Registrant's Common Stock on The Nasdaq Stock Market on
December 14, 1998.

                                Page 1 of 7 Pages
                       The Exhibit Index Appears on Page 7

Part II.  Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference

     The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant (File No. 0-20050) are incorporated in
this Registration Statement by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;

     (2)  the Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1998, June 30, 1998, and September 30, 1998;

     (3)  all other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 1997;

     (4)  the information contained in the Registrant's definitive Proxy
Statement dated March 6, 1998 relating to its 1997 Annual Meeting of
Stockholders under the headings "Proposal 1-Election of Directors", "Section
16(a) Beneficial Ownership Compliance Reporting", "Executive Compensation --
Summary, -- Summary Compensation Table, -- Employment Agreements", "Election
of Directors", "Security Ownership of Certain Beneficial Owners", and
"Certain Transactions"; and

     (5)  the description of Registrant's Common Stock, $5.00 par value which
are contained in Registrant's Registration Statement on Form S-1 (Registration
No. 33-46362) filed with the Commission effective May 8, 1992, including any
amendments or reports filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and 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 in this
Registration Statement and to be a part hereof from the date of filing such
documents.

Item 4.   Description of Securities

               Not applicable.

Item 5.   Interests of Named Experts and Counsel

               Not applicable.

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

                                   2

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 proceeding in which such
persons are made a party by reason of being or having been a director or
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 Certificate 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 on page
7 hereof.

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:

                                   3

               (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 period 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.

               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.

                                    4

                                   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
December 14, 1998.


                              PRINCETON NATIONAL BANCORP, INC.
                                    (Registrant)


                              By:  /s/  TONY J. SORCIC
                                 _________________________________________
                                 Tony J. Sorcic
                                 President

                                POWER OF ATTORNEY

     Each person whose signature appears below appoints Tony J. Sorcic, as
such person's true and lawful attorney to execute in the name of each such
person, and to file, any amendments to this registration statement that such
attorney 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 the above-
named attorney 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 said attorney 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.

           Signature                  Title                        Date


/s/ TONY J. SORCIC            President and Director        
____________________________  (Principal Executive Officer) December 14, 1998
Tony J. Sorcic                and Director

/s/ TODD D. FANNING           Vice President
____________________________  (Principal Accounting and     December 14, 1998
Todd D. Fanning               Financial Officer)

                                      5

/s/ THOMAS R. LASIER          Chairman of the Board
____________________________  and Director                  December 14, 1998
Thomas R. Lasier

/s/ DON S. BROWNING
____________________________  Director                      December 14, 1998
Don S. Browning

____________________________  Director                      December 14, 1998
John R. Ernat

/s/ DONALD E. GRUBB
____________________________  Director                      December 14, 1998
Donald E. Grubb

/s/ HAROLD C. HUTCHINSON, JR.
____________________________  Director                      December 14, 1998
Dr. Harold C. Hutchinson, Jr.

/s/ THOMAS M. LONGMAN
____________________________  Director                      December 14, 1998
Thomas M. Longman

____________________________  Director                      December 14, 1998
Ervin I. Pietsch

/s/ STEPHEN W. SAMET
____________________________  Director                      December 14, 1998
Stephen W. Samet

/s/ CRAIG O. WESNER
____________________________  Director                      December 14, 1998
Craig O. Wesner

                                       6

                                  EXHIBIT INDEX

      Exhibit                                                Sequentially
      Number                       Description               Numbered Page

       5.1                Opinion of Howard & Howard
                          Attorneys, P.C.                         8

      23.1                Consent of KPMG Peat Marwick LLP.       9

      23.2                Consent of Howard & Howard
                          Attorneys, P.C. (contained in
                          their opinion filed as Exhibit 5).

      24                  Powers of Attorney (contained on
                          the signature pages hereto).

                                       7

                                      [H&H LETTERHEAD]

                                                                 EXHIBIT 5.1

                                      December 14, 1998

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 202,500
           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 202,500 shares of Common Stock, $5.00 par value per share (the
"Common Stock"), to be issued pursuant to the Princeton National Bancorp,
Inc. Stock Option Plan (the "Plan"), which Plan was adopted by resolution of
the Board of Directors of the Company on March 4, 1998 and approved by
shareholders on April 14, 1998.

      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,

                                              HOWARD & HOWARD

                                              /s/ TIMOTHY E. KRAEPEL
                                              ______________________________
                                              Timothy E. Kraepel



                       [KPMG PEAT MARWICK LLP LETTERHEAD]

                                                               EXHIBIT 23.1




The 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 30,
1998, relating to the consolidated balance sheets of Princeton National
Bancorp, Inc. and subsidiaries as of December 31, 1997 and 1996, and the
related consolidated statements of earnings, stockholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 1997,
which report appears in the December 31, 1997 annual report on Form 10-K of
Princeton National Bancorp, Inc.


                                          KPMG PEAT MARWICK LLP

Chicago, Illinois
December 14, 1998




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