<PAGE> 1
COMMISSION FILE
NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
__________
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALABAMA NATIONAL BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 63-0947255
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1927 First Avenue North
Birmingham, Alabama 35203
(Address of Principal Executive Offices)
ALABAMA NATIONAL BANCORPORATION 1994 STOCK OPTION PLAN
(Full title of the plan)
__________
John H. Holcomb, III
Chairman and CEO
1927 First Avenue North
Birmingham, Alabama 35203
(Name and address of agent for service)
(205) 583-3654
(Telephone number, including area code, of agent for service)
Copies to:
Jack P. Stephenson, Jr., Esq.
Burr & Forman
P. O. Box 830719
Birmingham, Alabama 35283-0719
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered Per Share* Offering Price Fee
- ---------- ---------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Common Stock
par value 150,331 $10.00 $1,503,310.00 $518.38
$1.00 50,568 13.00 657,384.00 226.68
------
$745.06
</TABLE>
____________________________
*Calculation based upon exercise price in accordance with Rule 457(h)
of the Securities and Exchange Commission. This Registration Statement shall
become effective in accordance with Rule 462 under the Securities Act of 1933.
Page 1 of 12
Index to Exhibits on Page 7
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, filed with, or furnished to, the Commission,
or information included therein, are incorporated herein by reference:
(a) The Company's latest Annual Report filed pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 or any later
Prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933,
which contains, either directly or by incorporation by reference, audited
financial statements for the Company's latest fiscal year for which such
statements have been filed.
(b) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Annual Report or the Prospectus referred to in (a)
above.
(c) The description of the common stock registered under Section
12 of the Securities Exchange Act of 1934 contained in the registration
statement filed under such Act, including any amendments or reports filed for
the purpose of updating such description.
All documents subsequently filed by the Company 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 indicating that all securities offered
hereby have been sold or deregistering all such securities then unsold, shall
be deemed to be incorporated by reference in and to be a part hereof from the
date of filing of 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
The Certificate of Incorporation of the Company contains a provision
which, subject to certain exceptions described below, eliminates the liability
of a director to the Company or its stockholders for monetary damages for any
breach of duty as a director. This provision does not eliminate the liability
of the director (i) for violations of his duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law (the "Delaware Corporation Law")
relating to unlawful dividends and distributions, or (iv) for any transaction
from which the director derived an improper personal benefit.
The Bylaws of the Company require the Company to indemnify any person
who was, is, or is threatened to be made a named defendant or respondent in any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of service by such person
as a director of the Company or any other corporation, including the Banks, for
which he served as such at the request of the Company. Directors are entitled
to be indemnified against judgments, penalties, fines, settlements, and
reasonable expenses actually incurred by the director in connection with the
proceeding, except that no payments may be made with respect to liability which
is not eliminated pursuant to the provision of the Company's Certificate of
Incorporation described in the preceding paragraph. Directors are also
entitled to have the Company advance any such expenses prior to final
disposition of the proceeding, upon delivery of a written affirmation by the
direct of his good faith belief that the standard of conduct necessary for
indemnification has been met and a written undertaking to repay the amounts
advanced if it is ultimately determined that the standard of conduct has not
been met.
2
<PAGE> 3
In addition to the Bylaws of the Company, Section 145(c) of the
Delaware Corporation Law requires the Company to indemnify any director who has
been successful on the merits or otherwise in defending any proceeding
described above. The Delaware Corporation Law also provides that a court may
order indemnification of a director if it determines that the director is
fairly and reasonably entitled to such indemnification.
The Board of Directors of the Company also has the authority to extend
to officers, employees and agents the same indemnification rights held by
directors, subject to all of the accompanying conditions and obligations. The
Board of Directors has extended indemnification rights to all of its executive
officers.
The Company has the power, under the Bylaws, to obtain insurance on
behalf of any director, officer, employee, or agent of the Company against any
liability asserted against or incurred by such person in any such capacity,
whether or not the Company has the power to indemnify such person against such
liability at that time under the Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable.
ITEM 8. EXHIBITS
4.1 Certificate of Incorporation of Alabama National BanCorporation
4.2 By-laws of Alabama National BanCorporation
4.3 Form of Common Stock Certificate
4.4 Alabama National BanCorporation 1994 Stock Option Plan
5 Opinion of Burr & Forman
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Burr & Forman (included in Exhibit 5)
99 Corporations whose employees are eligible to participate in
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 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)
or any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
Prospectus filed with the
3
<PAGE> 4
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a twenty
percent (20%) change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(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 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 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.
(c) The undersigned registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each person to whom the prospectus
is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) 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 payment by the registrant
of expenses paid or incurred 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
<PAGE> 5
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 Birmingham, State of Alabama, on this the 9th
day of July, 1996.
ALABAMA NATIONAL BANCORPORATION
By: /s/ John H. Holcomb, III
---------------------------------
John H. Holcomb, III, Chairman and CEO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitute and appoints John H. Holcomb, III, his true and
lawful attorney-in fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all 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 or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in fact and
agent, or his substitute or substitutes, may lawfully 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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ John H. Holcomb, III Chairman, Chief July 1, 1996
---------------------------------------- Executive Officer and
John H. Holcomb, III Director (principal
executive officer)
/s/ Frank W. Whitehead Chief Financial July 1, 1996
---------------------------------------- Officer, Principal
Frank W. Whitehead Accounting Officer
and Director
/s/ James R. Andrews Director July 1, 1996
----------------------------------------
James R. Andrews, M.D.
---------------------------------------- Director July , 1996
T. Morris Hackney ------
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
---------------------------------------- Director July , 1996
John D. Johns ------
---------------------------------------- Director July , 1996
C. Phillip McWane -------
---------------------------------------- Director July , 1996
Drayton Nabers, Jr. ------
/s/ Victor E. Nichol, Jr
- ----------------------------------------- Director July 1, 1996
Victor E. Nichol, Jr.
/s/ G. Ruffner Page, Jr.
- ----------------------------------------- Director July 1, 1996
G. Ruffner Page, Jr.
/s/ W. Stancil Starnes
- ----------------------------------------- Director July 1, 1996
W. Stancil Starnes
- ----------------------------------------- Director July , 1996
William V. Muse, Ph.D. ------
/s/ James Mailon Kent, Jr. Director July 2 , 1996
- -----------------------------------------
James Mailon Kent, Jr.
/s/ Ronald W. Orso Director July 2, 1996
- -----------------------------------------
Ronald W. Orso, M.D.
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
- ------- ----
<S> <C> <C>
4.1 Articles of Incorporation* - -
4.2 By-laws, as amended* - -
4.3 Form of Common Stock Certificate* - -
4.4 Alabama National BanCorporation 1994 Stock Option Plan* - -
5 Opinion of Burr & Forman 8
23.1 Consent of Ernst & Young LLP 10
23.2 Consent of Coopers & Lybrand LLP 11
23.3 Consent of Burr & Forman (included in Exhibit 5) - -
99 Corporations whose employees are eligible to participate 12
in the Plan
</TABLE>
___________________________
* Filed as an exhibit to the Company's Registration Statement on
Form S-1 (Commission File No. 33-83800) and incorporated
herein by reference pursuant to Rule 12b-32 of the Securities
and Exchange Commission.
<PAGE> 1
EXHIBIT 5
[BURR & FORMAN LETTERHEAD]
JACK P. STEPHENSON, JR.
DIRECT DIAL (205) 458-5201
July 9, 1996
Alabama National Bancorporation
1927 First Avenue North
Birmingham, Alabama 35203
RE: ALABAMA NATIONAL BANCORPORATION 1994 STOCK OPTION PLAN -
REGISTRATION STATEMENT ON FORM S-8 FOR THE REGISTRATION OF
SHARES OF COMMON STOCK
Gentlemen:
As counsel for Alabama National Bancorporation ("ANB"), we have been
requested to render our opinion in connection with the registration of 200,899
shares of common stock, par value $1 per share ("ANB Common Stock") reserved
for issuance under ANB's 1994 Stock Option Plan (the "Plan"). Specifically, we
have been requested to render our opinion as to the corporate existence of ANB
and the legality of the issuance of the 200,899 Shares of ANB Common Stock
reserved for issuance to employees of ANB and its subsidiaries under the terms
and conditions of the Plan. The shares reserved for issuance under the Plan
are to be registered with the Securities and Exchange Commission pursuant to a
registration statement on Form S-8, and we understand that this opinion will be
attached as an exhibit to said registration statement ("Registration
Statement").
We have examined the Registration Statement, the Certificate of
Incorporation and the Bylaws of ANB, the records of the proceedings of the
board of directors and stockholders of ANB, and a copy of the Plan. In
addition, we have made such examinations of law and fact as we have deemed
necessary to enable us to render the opinions expressed below.
On the basis of such review, and having regard to legal considerations
which we deem relevant, it is our opinion that:
1. ANB has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware; and
<PAGE> 2
Alabama National Bancorporation
July 9, 1996
Page No. 2
______________________________
2. ANB is authorized to issue up to 200,899 Shares of ANB Common
Stock pursuant to options to be granted under the Plan, and when such shares of
ANB Common Stock have been issued and paid for in accordance with the terms of
the Plan, such shares of ANB Common Stock will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. Except for such use, this letter may be relied upon by
you only in connection with the registration and issuance of the ANB Common
Stock referred to above and may not be used or relied upon by any other person
for any purpose whatsoever, other than in connection with regulatory
requirements or in response to a court order, without in each instance our
prior written consent.
Sincerely yours,
/s/ Burr & Forman
JPSJr./smc Burr & Forman
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Alabama National BanCorporation
1994 Stock Option Plan of our report dated February 29, 1996, with
respect to the consolidated financial statements of Alabama National
BanCorporation included in its Annual Report (Form 10-K) for the year
ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Birmingham, Alabama
July 8, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Alabama National Bancorporation on Form S-8 of our report dated January 27,
1995 which includes an explanatory paragraph with respect to a change in the
Company's method of accounting for investments on our audits of the
consolidated financial statements of National Commerce Corporation and
Subsidiary as of December 31, 1994, and for each of the two years in the period
ended December 31, 1994, which report is included in the Annual Report on Form
10-K.
Coopers & Lybrand
/s/ Coopers & Lybrand
Birmingham, Alabama
July 8, 1996
<PAGE> 1
EXHIBIT 99
CORPORATIONS WHOSE EMPLOYEES ARE ELIGIBLE
TO PARTICIPATE IN PLAN
1. Alabama National BanCorporation
2. National Bank of Commerce
3. Alabama Exchange Bank
4. Bank of Dadeville
5. First National Bank of Ashland
6. Gulf Bank
7. Citizens Bank of Talladega
8. St. Clair Federal Savings Bank
9. Ashland Insurance, Inc.
