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As filed with the Securities and Exchange Commission on July 21, 2000
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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FIRST NATIONAL BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Illinois 31-1182986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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78 North Chicago Street
Joliet, Illinois 60432
(Address of principal executive offices)
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FIRST NATIONAL BANCORP, INC. EMPLOYEE PROFIT SHARING AND RETIREMENT PLAN
(Full title of the plan)
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Mr. Kevin Reardon
78 North Chicago Street
Joliet, Illinois 60432
(Name and address of agent for service)
(815) 726-4371
(Telephone number, including area code, of agent for service)
WITH COPIES TO:
JOHN E. FREECHACK, ESQ.
ROBERT M. FLEETWOOD, ESQ.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) per Share(2) Offering Price(1)(2) Registration Fee(2)
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<S> <C> <C> <C> <C>
Common Stock, $10.00 Par Value 10,000 shares $68.25 $682,500 $181.00
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(1) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also registers such indeterminate number of additional shares as
may be issuable under the Plan in connection with share splits, share
dividends or similar transactions.
(2) Estimated pursuant to Rule 457(h) under the Securities Act, solely for the
purpose of calculating the registration fee, based on the average of the
high and low prices for the Registrant's common stock as reported on the
over-the-counter bulletin board quotation system on July 20 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the First National Bancorp, Inc,
Employee Profit Sharing and Retirement Plan (the "Plan") as specified by Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by First
National Bancorp, Inc. (the "Company") with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the last fiscal year; and
(c) The description of the Company's common stock, $10.00 par
value, contained in Registration Statement Form S-4, dated
February 17, 1986 (file number 0-15123), and all amendments or
reports filed for the purpose of updating such description.
All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and 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.
Article Eight of the Company's Amended and Restated Articles of
Incorporation provide as follows:
The Directors of the Corporation shall not be liable to the Corporation
or to the shareholders of the Corporation for monetary damages for breach of
fiduciary duties as Director, provided that this provision shall not eliminate
or limit the liability of the Director (i) for any breach of the Director's duty
of loyalty to the Corporation or its shareholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of the law, (iii) under Section 8.65 of the Illinois Business Corporation Act or
(iv) for any transaction from which the Director derived an improper personal
benefit..
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Further, Article XII of the Company's Bylaws states the following:
ARTICLE XII
INDEMNIFICATION
Section 1. Each director, officer and employee of this corporation and
any director, officer or employee of any other firm, corporation or
organization, serving as such at the request of this corporation because of the
interest of this corporation as a stockholder, member, creditor, or for any
other reason, may be indemnified by this corporation against all expenses, as
hereinafter defined, which shall necessarily or reasonably be incurred by such
person in connection with any action, suit or proceeding to which such person is
or shall be a party, or with which such person may be threatened, by reason of
such person being or having been a director, officer or employee of this
corporation, or of such other firm, corporation or organization, whether such
person continues to be a director, officer or employee at the time of incurring
such expenses. As used herein, expenses shall include attorney's fees and
amounts of judgments against, or amounts paid in settlement by such director,
officer or employee other than amounts payable to or paid to this corporation,
but shall not include any (a) expenses incurred in connection with any matters
to which such director, officer or employee shall be adjudged in such action,
suit or proceeding, without such judgment being reversed, to be liable by reason
of willful misconduct, gross neglect of duty, or criminal acts in the
performance of the duties of such person as such director, officer or employee,
or (b) expenses incurred in connection with any matters which shall have been
the subject of such action, suit or proceeding disposed of otherwise than by
adjudication on the merits, unless in relation to such matters such director,
officer or employee shall not have been guilty of or liable for willful
misconduct, gross neglect of duty, or criminal acts in the performance of the
duties of such person as director, officer or employee, and in such case the
board of directors of this corporation may conclusively rely upon an opinion of
legal counsel selected by or in a manner designated by the board of directors of
this corporation to determine whether or not such person has been guilty of or
liable for willful misconduct, gross neglect of duty or criminal acts, in the
performance of the duties of such person as director, officer or employee. Any
such right of indemnification or reimbursement shall not be exclusive of any
other rights such person or the heirs, executors or administrators of such
person may be entitled to as a matter of law. Payment of premiums for insurance
covering such indemnification shall be an authorized expense of this
corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 the Registration Statement to
include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and (iii) 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 provisions (i) and (ii) of this undertaking are
inapplicable if the information to be filed thereunder is contained in
periodic reports filed by the Company pursuant to Sections 13 or 15(d)
of the Exchange Act and incorporated by reference into the Registration
Statement.
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(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provision, 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 of expenses incurred or paid by a director, officer or
controlling person 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.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they meet
all of the requirements of filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunder duly authorized, in the City of Joliet, State of Illinois, on July
20, 2000.
FIRST NATIONAL BANCORP, INC.
By:/s/ Kevin T. Reardon
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Kevin T. Reardon
Chairman of the Board and Chief
Executive Officer
By:/s/ Albert G. D'Ottavio
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Albert G. D'Ottavio
President, Principal Accounting
Officer and Chief Financial
Officer
FIRST NATIONAL BANCORP, INC. EMPLOYEE
PROFIT SHARING AND RETIREMENT PLAN
By: FIRST NATIONAL BANK OF JOLIET
AS TRUSTEE OF THE PLAN
By: /s/ Kevin T. Reardon
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Kevin T. Reardon
Chairman of the
Board and Chief
Executive Officer
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<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Kevin T. Reardon and Albert G. D'Ottavio
and each of them, his or her true and lawful attorney-in-fact and agent, each
with full power of substitution and re-substitution, for him or her and in his
or her name, place and stead, in any and all capacities to sign any or 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 attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on July 20, 2000.
SIGNATURE TITLE
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/s/ Kevin T. Reardon Chairman of the Board of Directors
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Kevin T. Reardon
/s/ Sheldon C. Bell Director
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Sheldon C. Bell
/s/ George H. Buck Director
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George H. Buck
/s/ Albert G. D'Ottavio Director
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Albert G. D'Ottavio
/s/ Walter F. Nolan Director
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Walter F. Nolan
/s/ Charles R. Peyla Director
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Charles R. Peyla
/s/ Michael C. Reardon Director
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Michael C. Reardon
/s/ Howard E. Reeves Director
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Howard E. Reeves
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<PAGE>
FIRST NATIONAL BANCORP, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
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Incorporated
Herein by Filed
Exhibit No. Description Reference to Herewith
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<C> <S> <C> <C>
4.1 Amended Articles of X
Incorporation of First
National Bancorp, Inc.
4.2 Bylaws of First National Form 10-K for the year
Bancorp, Inc. ended December 31, 1986,
File No. 0-15123
5.1 Opinion of Barack Ferrazzano X
Kirschbaum Perlman & Nagelberg
10.1 First National Bancorp, Inc. X
Employee Profit Sharing and
Retirement Plan
23.1 Consent of Crowe Chizek and X
Company LLP
23.2 Consent of Barack Ferrazzano Included in
Kirschbaum Perlman & Nagelberg Exhibit 5.1
24.1 Power of Attorney Included on the
Signature Page to
this Registration
Statement
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