As filed with the Securities and Exchange Commission on September
17, 1997
Registration Statement No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of Registrant as specified in its Charter)
Virginia 54-1284688
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Post Office Box 191
Danville, Virginia 24543
(Address of principal executive office, including zip code)
AMERICAN NATIONAL BANKSHARES INC.
STOCK OPTION PLAN
(Full title of the Plan)
Charles H. Majors
President and Chief Executive Officer
American National Bankshares
Post Office Box 191
Danville, Virginia 24543
(Name, address and telephone number including, area code, of age
nt for service)
With copies to:
Kenneth J. Alcott, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
804-788-8200
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to maximum maximum Amount of
securities be offering aggregate registration
to be registered price offering fee
registered per price(1)
share(1)
Common Stock, 150,000 $28.00 $4,200,000 $1,273
par value shares
$1.00 per
share
(1) Estimated solely for the purpose of computing the
registration fee. This amount was calculated pursuant to
Rule 457(h)(1) on the basis of $28 per share, which was the
average of the high and low sales prices of the Common Stock as
reported on the OTC Bulletin Board on September 10, 1997.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
Item 2. Registrant Information and Employee Plan Annual
Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by American National
Bankshares Inc. (the "Company") with the Commission (file No. 000-
12820) are incorporated herein by reference and made a part
hereof: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended April 30, 1997 and
June 30, 1997; and (iii) the description of the Company's Common
Stock (the "Common Stock") contained in the Company's
registration statement on Form 8-A filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), including
any amendment or report filed for the purpose of updating such
description.
All documents filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
the Prospectus and prior to the filing of a post-effective
amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Prospectus
and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of the Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that
is incorporated by reference herein modifies or supersedes such
earlier statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of the Prospectus.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by the Virginia Stock Corporation Act, the
Amended and Restated Articles of Incorporation of the Company
(the "Articles") eliminate all liability of the company's
directors and officers for monetary damages to the Company or its
shareholders except in the event of willful misconduct or a
knowing violation of the criminal law or any federal or state
securities law. The Articles also require indemnification of any
person against liability incurred in connection with any
proceeding to which that person is made a party by reason of (i)
his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other
enterprise at the request of the Company, except in the event of
willful misconduct or a knowing violation of the criminal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Articles of Incorporation of the Company (Incorporated
herein by reference from Form S-3, filed August 20,
1997).
4.2 Bylaws of the Company (Incorporated herein by reference from
Form S-3 filed August 20, 1997).
4.3 American National Bankshares Inc. Stock Option Plan
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of Arthur Andersen LLP.
24 Power of Attorney for Officers and Directors (included on
page II-5 of the Registration Statement).
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or
sales are 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, as amended (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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the low or high and of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20 percent change in the maximum
aggregte offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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
in 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 a post-
effective amendment by 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
the 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 of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 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.
(c) 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
provisions described under Item 6 above, 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 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 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 Securities Act and will be governed by the final
adjudication of such issue.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes
Charles H. Majors, President and Chief Executive Officer,
American National Bankshares Inc., P.O. Box 191, Danville,
Virginia 24543 and Kenneth J. Alcott, Esq., Hunton & Williams,
Riverfront Plaza, East Tower, 951 East Byrd Street, Richmond,
Virginia 23219-4074, to sign in the name of each such person, and
to file, any amendment, including any post-effective amendment,
to the registration statement and appoints such persons, to sign
on his behalf individually and in each capacity stated below and
to file all amendments and post-effective amendments to the
Registration Statement and American National Bankshares Inc.
hereby confers like authority to sign and file on its behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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
Danville, Virginia, on this 19th day of August, 1997.
AMERICAN NATIONAL BANKSHARES INC.
(Registrant)
By /s/ Charles H. Majors
Charles H. Majors, President
and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons
in the capacities indicated on this 19th day of August, 1997.
Signature Title
By/s/ Charles H. Majors President, Chief Executive
Charles H. Majors Officer and Director
By /s/ David Hyler Senior Vice President, Chief
David Hyler Financial Officer, Secretary
and Treasurer
By/s/ Willie G. Barker, Jr. Director
Willie G. Barker, Jr.
By/s/ Richard G. Barkhouser Director
Richard G. Barkhouser
By/s/ B. Carrington Bidgood Director
B. Carrington Bidgood
By /s/ Fred A. Blair Director
Fred A. Blair
By/s/ Ben J. Davenport, Jr. Director
Ben J. Davenport, Jr.
By /s/ H. Dan Davis Director
H. Dan Davis
By/s/ Lester A. Hudson, Jr. Director
Lester A. Hudson, Jr.
By/s/ E. Budge Kent, Jr. Director
E. Budge Kent, Jr.
By Director
Fred B. Leggett, Jr.
By /s/ James A. Motley Director
James A. Motley
By/s/ Claude B. Owen, Jr. Director
Claude B. Owen, Jr.
By Director
Landon R. Wyatt, Jr.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
EXHIBITS
filed with
REGISTRATION STATEMENT
on
FORM S-8
UNDER
THE SECURITIES ACT OF 1933
____________________
AMERICAN NATIONAL BANKSHARES INC.
STOCK OPTION PLAN
(full title of the plan)
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Articles of Incorporation
of the Company
(Incorporated herein by
reference from Form S-3
filed August 20, 1997).
4.2 Bylaws of the Company
(Incorporated by
reference from Form S-3
filed August 20, 1997).
4.3 American National
Bankshares Inc. Stock
Option Plan
5 Opinion of Hunton &
Williams as to the
legality of the
securities being
registered.
23.1 Consent of Hunton &
Williams (included in the
opinion filed as Exhibit
5 to the Registration
Statement).
23.2 Consent of Arthur
Andersen, LLP.
24 Power of Attorney for
Officers and Directors
(included on page II-5 of
the Registration
Statement).
DOCSOPEN\RICHMOND\08070\36569\000009\131s01!.DOC
Document #: 50608
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To American National Bankshares Inc.:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 15, 1997, included in American National
Bankshares Inc.'s Form 10-K for the year ended December 31, 1996
and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
Greensboro, North Carolina
September 16, 1997
Exhibit
4.3
AMERICAN NATIONAL BANKSHARES INC.
STOCK OPTION PLAN
ARTICLE I DEFINITIONS
1.01. Administrator 4
1.02. Affiliate 4
1.03. Agreement 4
1.04. Board 4
1.05. Change in Control 4
1.06. Code 4
1.07. Committee 5
1.08. Common Stock 5
1.09. Corporation 5
1.10. Control Change Date 5
1.11. Exchange Act 5
1.12. Fair Market Value 5
1.13. Option 5
1.14. Participant 6
1.15. Plan 6
ARTICLE II PURPOSES 7
ARTICLE III ADMINISTRATION 8
ARTICLE IV ELIGIBILITY 9
ARTICLE V STOCK SUBJECT TO PLAN
5.01. Shares Issued. 10
5.02. Aggregate Limit. 10
5.03. Reallocation of Shares. 10
ARTICLE VI OPTIONS
6.01. Award. 11
6.02. Option Price. 11
6.03. Maximum Option Period. 11
6.04. Nontransferability. 11
6.05. Transferable Options 11
6.06. Employee Status. 12
6.07. Exercise. 12
6.08. Payment. 12
6.09. Shareholder Rights. 13
6.10. Disposition of Stock. 13
ARTICLE VII ADJUSTMENT UPON CHANGE IN COMMON STOCK 14
ARTICLE VIII COMPLIANCE WITH LAW AND APPROVAL OF
REGULATORY BODIES 15
ARTICLE IX GENERAL PROVISIONS
9.01. Effect on Employment and Service. 16
9.02. Unfunded Plan 16
9.03. Rules of Construction. 16
ARTICLE X AMENDMENT 17
ARTICLE XI DURATION OF PLAN 18
ARTICLE XII EFFECTIVE DATE OF PLAN 19
ARTICLE I
DEFINITIONS
1.01. Administrator
Administrator means the Committee and any delegate
of the Committee that is appointed in accordance with
Article III.
1.02. Affiliate
Affiliate means any "subsidiary" or "parent"
corporation (within the meaning of Section 424 of the
Code) of the Corporation.
1.03. Agreement
Agreement means a written agreement (including any
amendment or supplement thereto) between the Corporation
and a Participant specifying the terms and conditions of
an Option granted to such Participant.
1.04. Board
Board means the Board of Directors of the
Corporation.
1.05. Change in Control
Change in Control means if: (i) after the date of
the Agreement, any person, including a "group" as defined
in Section 13(d)(3) of the Exchange Act, becomes,
directly or indirectly, the beneficial owner of
Corporation securities having 30% or more of the combined
voting power of the then outstanding Corporation
securities that may be cast for the election of the
Corporation's directors (other than as a result of an
issuance of securities initiated by the Corporation, or a
tender offer or open market purchases approved by the
Board, as long as the majority of the Board approving the
purchases are directors at the time the purchases are
made); or (ii) as the direct or indirect result of, or in
connection with, a cash tender or exchange offer, a
merger or other business combination, a sale of assets, a
contested election of directors, or any combination of
these transactions, the persons who were directors of the
Corporation before any such transactions cease to
constitute a majority of the Board, or any successor's
board, within two years of the last of such transactions.
1.06. Code
Code means the Internal Revenue Code of 1986, and
any amendments thereto.
1.07. Committee
Committee means a Committee of the Board appointed
or designated to administer the Plan.
1.08. Common Stock
Common Stock means the common stock of the
Corporation.
1.09. Corporation
Corporation means American National Bankshares Inc.
1.10. Control Change Date
Control Change Date means the date on which a Change
in Control occurs. If a Change in Control occurs on
account of a series of transactions, the "Control Change
Date" is the date of the last of such transactions.
1.11. Exchange Act
Exchange Act means the Securities Exchange Act of
1934, as amended and as in effect on the date of this
Agreement.
1.12. Fair Market Value
Fair Market Value means, on any given date, the
current fair market value of a share of Common Stock
determined as follows: If the Common Stock is not listed
on an established stock exchange, Fair Market Value shall
be the average of the final bid and asked quotations on
the over-the-counter market in which the Common Stock is
traded or, if applicable, the reported "closing" price of
a share of Common Stock as reported by the National
Association of Securities Dealers, Inc. If the Common
Stock is listed on an established stock exchange or
exchanges, Fair Market Value shall be deemed to be the
highest closing price of a share of Common Stock reported
on that stock exchange or exchanges. In any case, if no
sale of Common Stock is made on any stock exchange or
over-the-counter market on that date, then Fair Market
Value shall be determined as of the next preceding day on
which there was a sale.
1.13. Option
Option means a stock option that entitles the holder
to purchase from the Corporation a stated number of
shares of Common Stock at the price set forth in an
Agreement.
1.14. Participant
Participant means an employee of the Corporation or
an Affiliate, including an employee who is a member of
the Board, who satisfies the requirements of Article IV
and is selected by the Administrator to receive an
Option.
1.15. Plan
Plan means the American National Bankshares Inc.
Stock Option Plan.
ARTICLE II
PURPOSES
The Plan is intended to assist the Corporation and
its Affiliates in recruiting and retaining individuals
with ability and initiative by enabling such persons to
participate in the future success of the Corporation and
its Affiliates and to associate their interests with
those of the Corporation and its shareholders. The Plan
is intended to permit the grant of both Options
qualifying under Section 422 of the Code ("incentive
stock options") and Options not so qualifying. No Option
that is intended to be an incentive stock option shall be
invalid for failure to qualify as an incentive stock
option. The proceeds received by the Corporation from
the sale of Common Stock pursuant to this Plan shall be
used for general corporate purposes.
ARTICLE III
ADMINISTRATION
The Plan shall be administered by the Administrator.
The Administrator shall have authority to grant Options
upon such terms (not inconsistent with the provisions of
this Plan), as the Administrator may consider
appropriate. Such terms may include conditions (in
addition to those contained in this Plan), on the
exercisability of all or any part of an Option.
Notwithstanding any such conditions, the Administrator
may, in its discretion, accelerate the time at which any
Option may be exercised. In addition, the Administrator
shall have complete authority to interpret all provisions
of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations
pertaining to the administration of the Plan; and to make
all other determinations necessary or advisable for the
administration of this Plan. The express grant in the
Plan of any specific power to the Administrator shall not
be construed as limiting any power or authority of the
Administrator. Any decision made, or action taken, by
the Administrator or in connection with the
administration of this Plan shall be final and
conclusive. Neither the Administrator nor any member of
the Committee shall be liable for any act done in good
faith with respect to this Plan or any Agreement or
Option. All expenses of administering this Plan shall be
borne by the Corporation.
The Committee, in its discretion, may delegate to
one or more officers of the Corporation, all or part of
the Committee's authority and duties with respect to
Option grants to individuals who are not subject to the
reporting and other provisions of Section 16 of the
Exchange Act. The Committee may revoke or amend the
terms of a delegation at any time but such action shall
not invalidate any prior actions of the Committee's
delegate or delegates that were consistent with the terms
of the Plan.
ARTICLE IV
ELIGIBILITY
Any employee of the Corporation or an Affiliate
(including a corporation that becomes an Affiliate after
the adoption of this Plan), is eligible to participate in
this Plan if the Administrator, in its sole discretion,
determines that such person has contributed significantly
or can be expected to contribute significantly to the
profits or growth of the Corporation or an Affiliate.
Directors of the Corporation who are employees of the
Corporation or an Affiliate may be selected to
participate in this Plan.
ARTICLE V
STOCK SUBJECT TO PLAN
5.01. Shares Issued.
Shares Issued. Upon the exercise of any Option the
Corporation may deliver to the Participant (or the
Participant's broker if the Participant so directs),
shares of Common Stock from its authorized but unissued
Common Stock.
5.02. Aggregate Limit.
Aggregate Limit. The maximum aggregate number of
shares of Common Stock that may be issued under this Plan
pursuant to the exercise of Options is 150,000 shares.
The maximum aggregate number of shares that may be issued
under this Plan shall be subject to adjustment as
provided in Article VII.
5.03. Reallocation of Shares.
Reallocation of Shares. If an Option is terminated,
in whole or in part, for any reason other than its
exercise, the number of shares of Common Stock allocated
to the Option or portion thereof may be reallocated to
other Options to be granted under this Plan.
ARTICLE VI
OPTIONS
6.01. Award.
Award. In accordance with the provisions of Article
IV, the Administrator will designate each individual to
whom an Option is to be granted and will specify the
number of shares of Common Stock covered by such awards;
provided, however, that no individual may be granted
Options in any calendar year covering more than 15,000
shares of Common Stock.
6.02. Option Price.
Option Price. The price per share for Common Stock
purchased on the exercise of an Option shall be
determined by the Administrator on the date of grant, but
shall not be less than the Fair Market Value on the date
the Option is granted in the case of an Option that is
intended to be an incentive stock option.
6.03. Maximum Option Period.
Maximum Option Period. The maximum period in which
an Option may be exercised shall be determined by the
Administrator on the date of grant, except that no Option
that is intended to be an incentive stock option shall be
exercisable after the expiration of ten years from the
date such Option was granted. The terms of any Option
that is an incentive stock option may provide that it is
exercisable for a period less than such maximum period.
6.04. Nontransferability.
Nontransferability. Except as provided in Section
6.05, each Option granted under this Plan shall be
nontransferable except by will or by the laws of descent
and distribution. During the lifetime of the Participant
to whom the Option is granted, the Option may be
exercised only by the Participant. No right or interest
of a Participant in any Option shall be liable for, or
subject to, any lien, obligation, or liability of such
Participant.
6.05. Transferable Options
Transferable Options. Section 6.04 to the contrary
notwithstanding, if the Agreement provides, an Option
that is not an incentive stock option may be transferred
by a Participant to the Participant's children,
grandchildren, spouse, one or more trusts for the benefit
of such family members or a partnership in which such
family members are the only partners, on such terms and
conditions as may be permitted under Securities Exchange
Commission Rule 16b-3 as in effect from time to time.
The holder of an Option transferred pursuant to this
section shall be bound by the same terms and conditions
that governed the Option during the period that it was
held by the Participant; provided, however, that such
transferee may not transfer the Option except by will or
the laws of descent and distribution.
6.06. Employee Status.
Employee Status. For purposes of determining the
applicability of Section 422 of the Code (relating to
incentive stock options), or in the event that the terms
of any Option provide that it may be exercised only
during employment or within a specified period of time
after termination of employment, the Administrator may
decide to what extent leaves of absence for governmental
or military service, illness, temporary disability, or
other reasons shall not be deemed interruptions of
continuous employment.
6.07. Exercise.
Exercise. All outstanding Options previously granted
under the Plan shall be exercisable, in whole or in part,
on a Control Change Date and shall remain exercisable
thereafter in accordance with the terms of this Plan and
the applicable Agreement. Subject to the preceding
sentence and the other provisions of this Plan and the
applicable Agreement, an Option may be exercised in whole
at any time or in part from time to time at such times
and in compliance with such requirements as the
Administrator shall determine; provided, however, that
incentive stock options (granted under the Plan and all
plans of the Corporation and its Affiliates) may not be
first exercisable in a calendar year for stock having a
Fair Market (determined as of the date an Option is
granted) exceeding $100,000. An Option granted under
this Plan may be exercised with respect to any number of
whole shares less than the full number for which the
Option could be exercised. A partial exercise of an
Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan and the
applicable Agreement with respect to the remaining shares
subject to the Option.
6.08. Payment.
Payment. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash or a
cash equivalent acceptable to the Administrator. If the
Agreement provides, payment of all or part of the Option
price may be made with shares of Common Stock to the
Corporation. If Common Stock is used to pay all or part
of the Option price, the sum of the cash and cash
equivalent and the Fair Market Value (determined as of
the day preceding the date of exercise) of the shares
must not be less than the Option price of the shares for
which the Option is being exercised.
6.09. Shareholder Rights.
Shareholder Rights. No Participant shall have any
rights as a shareholder with respect to shares subject to
his Option until the date of exercise of such Option.
6.10. Disposition of Stock.
Disposition of Stock. A Participant shall notify
the Corporation of any sale or other disposition of
Common Stock acquired pursuant to an Option that was an
incentive stock option if such sale or disposition occurs
(i) within two years of the grant of an Option or (ii)
within one year of the issuance of the Common Stock to
the Participant. Such notice shall be in writing and
directed to the Secretary of the Corporation.
ARTICLE VII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares as to which Options may
be granted under this Plan, the terms of outstanding
Options and the per individual limitation on the number
of shares or for which Options may be granted shall be
adjusted as the Committee shall determine to be equitably
required in the event that (a) the Corporation (i)
effects one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (ii) engages
in a transaction to which Section 424 of the Code applies
or (b) there occurs any other event which, in the
judgment of the Committee necessitates such action. Any
determination made under this Article VII by the
Committee shall be final and conclusive.
The issuance by the Corporation of shares of stock
of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or
services, either upon direct sale or upon the exercise of
rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Corporation
convertible into such shares or other securities, shall
not affect, and no adjustment by reason thereof shall be
made with respect to, the maximum number of shares as to
which Options may be granted, the per individual
limitation on the number of shares for which Options may
be granted or the terms of outstanding Options.
The Committee may grant Options in substitution for
performance shares, phantom shares, stock awards, stock
options, stock appreciation rights, or similar awards
held by an individual who becomes an employee of the
Corporation or an Affiliate in connection with a
transaction described in the first paragraph of this
Article VII. Notwithstanding any provision of the Plan
(other than the limitation of Section 5.02), the terms of
such Option shall be as the Committee, in its discretion,
determines is appropriate.
ARTICLE VIII
COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES
No Option shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common
Stock shall be delivered, and no payment shall be made
under this Plan except in compliance with all applicable
federal and state laws and regulations (including,
without limitation, withholding tax requirements), any
listing agreement to which the Corporation is a party,
and the rules of all domestic stock exchanges on which
the Corporation's shares may be listed. The Corporation
shall have the right to rely on an opinion of its counsel
as to such compliance. Any share certificate issued to
evidence Common Stock when an Option is exercised may
bear such legends and statements as the Administrator may
deem advisable to assure compliance with federal and
state laws and regulations. No Option shall be
exercisable, no Common Stock shall be issued, no
certificate for shares shall be delivered, and no payment
shall be made under this Plan until the Corporation has
obtained such consent or approval as the Administrator
may deem advisable from regulatory bodies having
jurisdiction over such matters.
ARTICLE IX
GENERAL PROVISIONS
9.01. Effect on Employment and Service.
Effect on Employment and Service. Neither the
adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part
thereof), shall confer upon any individual any right to
continue in the employ or service of the Corporation or
an Affiliate or in any way affect any right and power of
the Corporation or an Affiliate to terminate the
employment or service of any individual at any time with
or without assigning a reason therefor.
9.02. Unfunded Plan
Unfunded Plan. The Plan, insofar as it provides for
grants, shall be unfunded, and the Corporation shall not
be required to segregate any assets that may at any time
be represented by grants under this Plan. Any liability
of the Corporation to any person with respect to any
grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to
this Plan. No such obligation of the Corporation shall
be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Corporation.
9.03. Rules of Construction.
Rules of Construction. Headings are given to the
articles and sections of this Plan solely as a
convenience to facilitate reference. The reference to
any statute, regulation, or other provision of law shall
be construed to refer to any amendment to or successor of
such provision of law.
ARTICLE X
AMENDMENT
The Board may amend or terminate this Plan from time
to time; provided, however, that no amendment may become
effective until shareholder approval is obtained if (i)
the amendment increases the aggregate number of shares of
Common Stock that may be issued under the Plan (other
than an adjustment pursuant to Article VII) or (ii) the
amendment changes the class of individuals eligible to
become Participants. No amendment shall, without a
Participant's consent, adversely affect any rights of
such Participant under any Option outstanding at the time
such amendment is made.
ARTICLE XI
DURATION OF PLAN
No Option may be granted under this Plan after
December 31, 2006. Options granted before that date
shall remain valid in accordance with their terms.
ARTICLE XII
EFFECTIVE DATE OF PLAN
Options may be granted under this Plan upon its
adoption by the Board, provided that no Option shall be
effective or exercisable unless this Plan is approved by
a majority of the votes cast by the Corporation's
shareholders, voting either in person or by proxy, at a
duly held shareholders' meeting at which a quorum is
present.
DOCSOPEN\RICHMOND\02720\36569\000009\17f901!.DOC
Document #: 56277
Exhibit 5
File No. 36569.9
(804) 788-8402
September 17, 1997
The Board of Directors
American National Bank and
Trust Company
628 Main Street
Danville, Virginia 24543-0191
American National Bankshares Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to American National
Bankshares, Inc. a Virginia corporation (the "Company"), in
connection with the filing of a registration statement
under the Securities Act of 1933, as amended, with respect
to 150,000 shares of the Company's Common Stock (the
"Shares"), to be offered pursuant to the American National
Bankshares Inc. Stock Option Plan (the "Plan").
In rendering this opinion, we have relied upon,
among other things, our examination of the Plan and of such
records of the Company and certificates of its officers and
of public officials as we have deemed necessary. In
connection with the filing of such registration statement,
we are of the opinion that:
1. The Company is duly incorporated, validly
existing and in good standing under the laws of the
Commonwealth of Virginia; and
2. The Shares have been duly authorized and,
when issued in accordance with the terms of the Plan and
the applicable Agreements (as defined in the Plan), will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion
with the Securities and Exchange Commission as an exhibit
to such registration statement.
Very truly yours,
/s/ Hunton & Williams
Hunton & Williams
