<PAGE> 1
The Registrant requests that the
Registration Statement become
effective immediately upon
filing pursuant to Securities
Act Rule 462.
As filed with the Securities and Exchange Commission on May 16, 1997
REGISTRATION NO. 333-_______________
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)
<TABLE>
<S> <C> <C>
DELAWARE 6711 63-1114426
(State or other jurisdiction of (Primary standard industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
</TABLE>
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 583-3654
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ALABAMA NATIONAL BANCORPORATION
EMPLOYEE CAPITAL ACCUMULATION PLAN
(full title of the Plan)
-------------------------
JOHN H. HOLCOMB, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ALABAMA NATIONAL BANCORPORATION
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 583-3654
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a Copy to:
J. MICHAEL SAVAGE
MAYNARD, COOPER & GALE, P.C.
1901 SIXTH AVENUE NORTH
Suite 2400
BIRMINGHAM, ALABAMA 35203
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
TITLE OF EACH CLASS OF PROPOSED MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER UNIT(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 300,000 shares $19.63 per share $5,889,000 $1,785
- -----------------------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h) under the
Securities Act of 1933 and are based upon the average of the high and low
prices per share of the Registrant's Common Stock on the National Association
of Securities Dealers Annotated Quotation System on May 13, 1997, as reported
by the Wall Street Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an undetermined amount of interests to be
offered or sold pursuant to the Alabama National Bancorporation Employee
Capital Accumulation Plan described herein.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Alabama National Bancorporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. All other reports of the Registrant filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996.
3. The description of the Registrant's shares of Common Stock,
par value $1.00 per share (the "Common Stock"), contained in the Registration
Statement filed by the Registrant to register such securities under the
Securities Exchange Act of 1934, including all amendments and reports filed for
the purpose of updating such description prior to the termination of the
offering of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby 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. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified and superseded shall not be deemed
to constitute a part hereof except as so modified or superseded.
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 Registrant contains a
provision which, subject to certain exceptions described below, eliminates the
liability of a director of the Registrant to the Registrant or to its
stockholders for monetary damages for any breach of duty as a director. This
provision does not eliminate the liability of a director (i) for violations of
his duty of loyalty to the Registrant 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 Registrant require the Registrant 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 Registrant or any other corporation, including the
Registrant's subsidiaries, for which he served as such at the request of the
Registrant. 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
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<PAGE> 3
may be made with respect to liability which is not eliminated pursuant to the
provision of the Registrant's Certificate of Incorporation described in the
preceding paragraph. Directors are also entitled to have the Registrant
advance any such expenses prior to final disposition of the proceeding, upon
delivery of a written affirmation by the director 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.
In addition to the Bylaws of the Registrant, Section 145(c) of the
Delaware Corporation Law requires the Registrant 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 Registrant also has the authority to
extent 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.
Insofar as indemnification of liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
* 4.1 Certificate of Incorporation of Registrant--filed as Exhibit
3.1 to Registrant's Registration Statement on Form S-4 (No.
33-97152)
* 4.2 Bylaws of Registrant--filed as Exhibit 3.2 to Registrant's
Registration Statement on Form S-4 (No. 33- 97152)
5 Opinion of Maynard, Cooper & Gale, P.C.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Coopers & Lybrand
23.3 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5)
- ----------------------------
* Incorporated by Reference
In reference to Exhibit 5, the Registrant undertakes to submit the Plan and
any amendments thereto to the Internal Revenue Service in a timely manner and
to make all changes required by the Internal Revenue Service in order to
qualify the Plan under Section 401 of the Internal Revenue Code.
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<PAGE> 4
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, represents 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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or 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
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 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) 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. The Registrant hereby undertakes
that in the event that a claim for indemnification against such liabilities
(other than the 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.
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<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant 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, as of the 24th day of April, 1997.
ALABAMA NATIONAL BANCORPORATION
By:/s/ John H. Holcomb, III
------------------------------------
John H. Holcomb, III
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of April 24, 1997.
Signature Title
--------- -----
(i) Principal Executive Officer:
/s/ John H. Holcomb, III
-------------------------- Chairman of the Board,Chief
John H. Holcomb, III Executive Officer and a Director
(ii) Principal Financial Officer and
Principal Accounting Officer:
/s/ James S. Parks, Jr.
-------------------------- Senior Vice President--Finance,
James S. Parks, Jr. Controller and Treasurer
(iii) Board of Directors:
-------------------------- Director
T. Morris Hackney
/s/ John D. Johns Director
--------------------------
John D. Johns
/s/ John J. McMahon, Jr. Director
--------------------------
John J. McMahon, Jr.
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<PAGE> 6
Signature Title
--------- -----
/s/ C. Phillip McWane Director
--------------------------
C. Phillip McWane
/s/ William D. Montgomery Director
--------------------------
William D. Montgomery
-------------------------- Director
Drayton Nabers, Jr.
/s/ Victor E. Nichol Director
--------------------------
Victor E. Nichol
/s/ Ronald W. Orso, M.D. Director
--------------------------
Ronald W. Orso, M.D.
/s/ G. Ruffner Page, Jr. Director
--------------------------
G. Ruffner Page, Jr.
/s/ W. Stancil Starnes Director
--------------------------
W. Stancil Starnes
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<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, the
Trustee has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Birmingham,
Alabama, on April 24, 1997.
National Bank of Commerce of Birmingham
By:/s/ William C. Josey
------------------------------------
Its Authorized Trust Officer
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EXHIBIT 5
<PAGE> 2
[LETTERHEAD OF MAYNARD COOPER & GALE]
EXHIBIT 5
Alabama National BanCorporation
1927 First Avenue North
Birmingham, Alabama 35203
Dear Sirs:
We are counsel to Alabama National BanCorporation, a Delaware
corporation (the "Company") in connection with the registration on Form S-8
under the Securities Act of 1933 (the "Act") of 300,000 shares (the "Shares")
of Common Stock, par value $1 per share, of the Company, to be issued in
accordance with the terms of the Company's Employee Capital Accumulation Plan
(the "Plan"), and an indeterminate number of interests in the Plan (the
"Interests"). We have examined such corporate records, certificates and other
documents as we have considered necessary or appropriate for the purposes of
this opinion. In our opinion, when the Registration Statement on Form S-8
relating to the Shares and the Interests (the "Registration Statement") has
become effective under the Act, and the Shares and Interests have been duly
issued as contemplated by the Registration Statement and the Plan, (a) the
Shares will be validly issued, fully paid and nonassessable and (b) the
Interests, when contributions and earnings thereon are credited to the accounts
of eligible employees in accordance with the provisions of the Plan, will be
validly issued.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed to be
responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
MAYNARD, COOPER & GALE, P.C.
By: /s/ J. Michael Savage
------------------------------------
<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 Employee Capital
Accumulation Plan of our report dated February 29, 1996, with respect to the
1995 consolidated financial statements of Alabama National BanCorporation (not
presented separately in the 1996 annual Report on Form 10-K) which report is
included in Alabama National BanCorporation's Annual Report (Form 10-K) for the
year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Birmingham, Alabama
May 16, 1997
<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 15,
1997, which contains an explanatory paragraph with respect to a change in the
Company's method of accounting for stock-based compensation in 1996 and
accounting for investments in 1994, on our audit of the consolidated financial
statements and financial statement schedules of Alabama National BanCorporation
as of December 31, 1996 and 1994, and for the years ended December 31, 1996 and
1994, respectively.
COOPERS & LYBRAND L.L.P.
Birmingham, Alabama
May 16, 1997
