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As filed with the Securities and Exchange Commission on April 14, 1999
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 Issuer as Specified in Its Charter)
DELAWARE 63-1114426
(State of incorporation) (I.R.S. Employer Identification No.)
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices)
FIRST AMERICAN BANCORP 1994 STOCK OPTION PLAN
(Full Title of the Plan)
_________________
JOHN H. HOLCOMB, III
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
1927 FIRST AVENUE NORTH
BIRMINGHAM, ALABAMA 35203
(205) 583-3600
(Name and Address of Agent for Service)
With a Copy to:
GREGORY S. CURRAN
MAYNARD, COOPER & GALE, P.C.
1901 SIXTH AVENUE NORTH
SUITE 2400
BIRMINGHAM, ALABAMA 35203
_________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================================
PROPOSED
TITLE OF PROPOSED MAXIMUM MAXIMUM AMOUNT OF
SECURITIES BEING AMOUNT BEING OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) PER SHARE(1) OFFERING PRICE(1) FEE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 35,995(2) $22.875 $823,385.62 $228.90
=======================================================================================================================
</TABLE>
(1) Pursuant to Rule 457, the offering price is estimated solely for the purpose
of determining the registration fee and is based on the average of the bid
and asked prices of the common stock of Alabama National Bancorporation on
April 8, 1999.
(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended, the number
of shares of securities registered in this Registration Statement will be
increased as a result of future stock splits, stock dividends or similar
transactions.
<PAGE>
PART I
EXPLANATORY NOTE
----------------
This Registration Statement is being filed in order to register 35,995
shares of common stock, $1.00 par value per share ("Company Stock"), of Alabama
National Bancorporation (the "Registrant"), which may be sold pursuant to the
terms and conditions of the First American Bancorp 1994 Stock Option Plan, as
amended (the "Plan").
A prospectus meeting the requirements of Part I of Form S-8 and
containing the statement required by Item 2 of Form S-8 has been prepared. Such
prospectus is not included in this Registration Statement but will be delivered
to all participants in the Plan pursuant to Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated into this Registration
Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1997.
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 Exchange
Act, 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 Exchange Act 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 herein, or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is deemed to be incorporated by reference herein
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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
- ------ -----------------------------------------
The Certificate of Incorporation, as amended, of the Registrant
contains a provision which, subject to certain exceptions described below,
eliminates the liability of a director to the Registrant 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 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 "DGCL")
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
subsidiary banks of the Registrant, 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 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 DGCL
requires the Registrant to indemnify any director who has been successful on the
merits or otherwise in defending any proceeding described above which has arisen
prior to July 1, 1997. The DGCL 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
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not Applicable.
ITEM 8. EXHIBITS.
- ------ --------
The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
5 Opinion and Consent of Maynard, Cooper & Gale, P.C.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5
hereto).
24 Power of Attorney of the Officers and Directors of the
Registrant.
ITEM 9. UNDERTAKINGS.
- ------ ------------
(a) The undersigned Registrant hereby undertakes 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 this 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
this Registration
2
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Statement; and (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; provided
however, that such undertakings set forth in (i) and (ii) above do not apply to
the extent the information required to be included in a post-effective amendment
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 this Registration Statement.
The undersigned Registrant further undertakes, 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.
The undersigned Registrant further undertakes 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 (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.
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 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.
3
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SIGNATURES
The Registrant. 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 the City of Birmingham, State of Alabama, on April 14, 1999.
ALABAMA NATIONAL BANCORPORATION
By: /s/ John H. Holcomb, III
---------------------------------
John H. Holcomb, III
Chairman 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 and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John H. Holcomb, III Chairman, Chief Executive April 14, 1999
- ------------------------------------ Officer, and Director
John H. Holcomb, III (Principal Executive Officer)
/s/ Victor E. Nichol, Jr. President, Chief Operating April 14, 1999
- ------------------------------------ Officer, and Director
Victor E. Nichol, Jr.
/s/ William E. Matthews, V Executive Vice President and April 14, 1999
- ------------------------------------ Chief Financial Officer
William E. Matthews, V (Principal Financial Officer)
/s/ James S. Parks, Jr. Senior Vice President-Finance, April 14, 1999
- ------------------------------------ Treasurer (Principal Accounting
James S. Parks, Jr. Officer)
* Director April 14, 1999
- ------------------------------------
W. Ray Barnes
* Vice Chairman and Director April 14, 1999
- ------------------------------------
Dan M. David
* Director April 14, 1999
- ------------------------------------
T. Morris Hackney
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
* Director April 14, 1999
- ------------------------------------
John D. Johns
* Director April 14, 1999
- ------------------------------------
John J. McMahon, Jr.
* Director April 14, 1999
- ------------------------------------
C. Phillip McWane
* Director April 14, 1999
- ------------------------------------
William D. Montgomery
* Director April 14, 1999
- ------------------------------------
Drayton Nabors, Jr.
* Director April 14, 1999
- ------------------------------------
C. Lloyd Nix
* Director April 14, 1999
- ------------------------------------
G. Ruffner Page, Jr.
* Director April 14, 1999
- ------------------------------------
William E. Sexton
* Director April 14, 1999
- ------------------------------------
W. Stancil Starnes
*By /s/ John H. Holcomb, III Attorney-in-Fact April 14, 1999
--------------------------------
John H. Holcomb, III
</TABLE>
5
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INDEX TO EXHIBITS
-----------------
Exhibit Description Page
------- ----------- ----
5 Opinion and Consent of Maynard, Cooper &
Gale, P.C.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Maynard, Cooper & Gale, P.C. (included in
Exhibit 5 hereto).
24 Power of Attorney of the Officers and Directors of the
Registrant.
6
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EXHIBIT 5
[Letterhead of Maynard, Cooper & Gale)
April 14, 1999
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 35,995 shares (the "Shares") of
Common Stock, par value $1.00 per share, of the Company, to be issued in
accordance with the terms of the First American Bancorp 1994 Stock Option Plan
(the "Plan"). 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 (the "Registration Statement") has become effective under
the Act, and the Shares will have been duly issued as contemplated by the
Registration Statement and the Plan, and the Shares will be validly issued,
fully paid and nonassessable.
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/ Gregory S. Curran
---------------------------
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Alabama National BanCorporation on Form S-8 of our report dated January 15, 1999
on our audits of the consolidated financial statements of Alabama National
BanCorporation as of December 31, 1998 and 1997 and for each of the three years
in the period ended December 31, 1998, which report is included in the Annual
Report on Form 10-K.
PricewaterhouseCoopers LLP
Birmingham, Alabama
April 14, 1999
8
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EXHIBIT 24
POWER OF ATTORNEY
WHEREAS, Alabama National BanCorporation (the "Company") purposes to
file one or more registration statements and amendments thereto under the
Securities Act of 1933 with respect to the issuance of shares of common stock of
the Company, from time to time, under or pursuant to (i) the Company's
Performance Share Plan, (ii) the Deferred Compensation Plan for Directors Who
Are Not Employees of the Company, (iii) the Company's Deferred Compensation Plan
for Key Employees of the Company, (iv) the Company's Deferred Compensation Plan
for Non-Employee Directors of the Subsidiary Banks, (v) the Performance Share
Plan for Certain Directors of Citizens & Peoples Bank, N.A., (vi) the First
American BanCorp Stock Option Plan, dated October 20, 1992, (vii) the First
American BanCorp 1994 Stock Option Plan, (viii) the Commerce Bankshares, Inc.
Long Term Incentive Plan, (ix) options to purchase shares of common stock of the
Company held by certain executive officers of First American Bank, (x) the First
American BanCorp 401(k) Plan, (xi) the Community Financial Corporation 1994
Stock Option Plan, (xii) the Community Financial Corporation 1996 Stock
Incentive Plan, an (xiii) the Community Bank of Naples, N.A. 1996 Stock Option
Plan.
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that the Company and
the undersigned directors and officers of said Company, individually as a
director and/or as an officer of the Company, hereby make, constitute and
appoint each of John H. Holcomb, III and Victor E. Nichol, Jr. their true and
lawful attorney-in-fact for each of them and in each of their names, places and
steads to sign and cause to be filed with the Securities and Exchange Commission
said registration statements and any appropriate amendments thereto, together
with all necessary exhibits.
The Company hereby authorizes said persons or any one of them to
execute said registration statements and amendments thereto on its behalf as
attorney-in-fact for it and its authorized officers, and to file the same as
aforesaid.
The undersigned directors and officers of the Company hereby authorize
said persons or any one of them to sign said registration statements on their
behalf as attorney-in-fact and to amend or remedy any deficiencies with respect
to said registration statements by appropriate amendment or amendments and to
file the same as aforesaid.
Dated as of December 17, 1998.
ALABAMA NATIONAL BANCORPORATION
By: /s/ John H. Holcomb, III
----------------------------
John H. Holcomb, III
Its: Chief Executive Officer
9
