<PAGE>
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 63-1114426
(State or Other Jurisdiction of Incorporation) (I.R.S. employer
identification number)
1927 First Avenue North
Birmingham, Alabama 35203
(Address of Principal Executive Offices)
ALABAMA NATIONAL BANCORPORATION
1999 LONG TERM INCENTIVE PLAN
(Full Title of the Plan)
John H. Holcomb, III
1927 First Avenue North
Birmingham, Alabama 35203
(205) 583-3600
(Name and Address of Agent For Service)
(Telephone Number, Including Area Code, of Agent for Service)
With a Copy to:
Christopher B. Harmon
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
_________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
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
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value 300,000 shares $20.75 per share $6,225,000 $1,643.40
==================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h), 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
October 6, 2000.
(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.
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PART I
EXPLANATORY NOTE
----------------
This Registration Statement is being filed in order to register 300,000
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 Alabama National BanCorporation 1999 Long Term
Incentive Plan (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, 1999.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 31, 1999.
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 Sections 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.
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Not applicable.
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Item 5. Interests of Named Experts and Counsel.
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As of October 9, 2000 attorneys in the law firm of Maynard, Cooper and
Gale, P.C., Birmingham, Alabama owned an aggregate of 37,470 shares of common
stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
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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. 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.
Insofar as indemnification of liabilities arising under the Securities
Act 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 Commission such indemnification is against
public policy as expressed in the Securties Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not applicable.
Item 8. Exhibits.
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The following exhibits are filed herewith or incorporated by reference
herein as part of this Registration Statement:
4.1 Certificate of Incorporation (filed as an Exhibit to Alabama
National's Registration Statement on Form S-1 (Commission File No.
33-83800) and incorporated herein by reference).
II-2
<PAGE>
4.1A Certificate of Amendment of Certificate of Incorporation (filed as
an Exhibit to Alabama National's Annual Report of Form 10-K for
the year ended December 31, 1996 and incorporated herein by
reference).
4.1B Certificate of Merger (filed as an Exhibit to Alabama National's
Annual Report of Form 10-K for the year ended December 31, 1997
and incorporated herein by reference).
4.1C Certificate of Amendment of Certificate of Incorporation dated
April 23, 1998 (filed as an Exhibit to Alabama National's Report
of Form 10-Q for the quarter ended March 31, 1998 and incorporated
herein by reference).
4.2 Bylaws (filed as an Exhibit to Alabama National's Registration
Statement on Form S-1 (Commission File No. 33-83800) and
incorporated herein by reference).
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.
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(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;
(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 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 end 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 fee aggregate 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 this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this 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 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 this 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, the
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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 October 9, 2000.
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 indicated
as of October 9, 2000.
Signature Title
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/s/ John H. Holcomb, III Chairman of the Board, Chief
----------------------------------------------- Executive Officer and Director
John H. Holcomb, III (Principal Executive Officer)
/s/ Victor E. Nichol, Jr. President, Chief Operating
----------------------------------------------- Officer and Director
Victor E. Nichol, Jr.
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Signature Title
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/s/ William E. Matthews, V Executive Vice President and
----------------------------------------------- Chief Financial Officer
William E. Matthews, V (Principal Financial Officer)
/s/ Shelley S. Williams Senior Vice President and
----------------------------------------------- Controller (Principal
Shelley S. Williams Accounting Officer)
* Vice Chairman and Director
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Dan M. David
* Director
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T. Morris Hackney
* Director
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John D. Johns
* Director
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John J. McMahon, Jr.
* Director
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C. Phillip McWane
* Director
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William D. Montgomery
* Director
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Drayton Nabers, Jr.
* Director
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C. Lloyd Nix
* Director
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G. Ruffner Page, Jr.
* Director
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William E. Sexton
* Director
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W. Stancil Starnes
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Signature Title
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* Director
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W. Ray Barnes
* By /s/ John H. Holcomb, III Attorney-in-Fact
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John H. Holcomb, III
