As filed with the Securities and Exchange Commission on April 8, 1997.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
__________
BNCCORP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 45-0402816
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification Number)
322 East Main
Bismarck, North Dakota 58501
(Address, including zip code, of
Registrant's principal executive offices)
BNCCORP, INC. 401(k) Savings Plan
(Full title of the Plan)
__________
Gregory K. Cleveland
President and Chief Financial Officer
BNCCORP, INC.
322 East Main
Bismarck, North Dakota 58501
(701) 250-3040
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Margaret F. Murphy, Esq.
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Share(2) Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock 100,000 $12.25 $1,225,000 $371.21
($.01 par value per share)
Participation Interests in the Plan
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(1) Upon a stock split, stock dividend or similar transaction in the
future and during the effectiveness of this Registration Statement
involving Common Stock of the Company, the number of shares
registered shall be automatically increased to cover the additional
shares in accordance with Rule 416(a) under the Securities Act of
1933.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) under the Securities Act of
1933, based on the average of the high and low price per share of
the Common Stock on the Nasdaq Stock Market on April 1, 1997.
</TABLE>
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by BNCCORP, INC.
(the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996 filed pursuant to Section 13 of the 1934 Act; and
(b) The description of the Common Stock incorporated by reference
in Item 1 of the Company's Registration Statement on Form 8-A dated June
21, 1995 from page 50 of the Company's Registration Statement on Form
SB-2, Registration No. 33-92368 under the heading "Description of
Capital Stock."
All reports filed by the Company or the Plan with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall, except to the extent otherwise provided by
Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this Registration Statement
and to be 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.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify its directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act of
1933. In addition, Section 9 of the Company's By-laws requires the
Company to indemnify its officers and directors against expenses and
costs, judgments, settlements and fines incurred in the defense of any
claim, including any claim brought by or in the right of the Company, to
which they were made parties by reason of being or having been officers
or directors.
In addition, each of the Company's directors has entered into an
indemnity agreement that provides that the Company will indemnify the
directors against any costs and expenses, judgments, settlements and
fines incurred in connection with any claim involving a director by
reason of his position as a director; provided that the director meets
certain standards of conduct for claims that (i) have been successfully
defended, or (ii) two impartial directors have determined that, with
respect to the conduct giving rise to such claim, the director acted in
good faith. No indemnification may be made, however, for claims in
which the director has been adjudicated in a final judgment to be liable
to the Company except to the extent that the court finds indemnification
to be proper.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 In lieu of filing an opinion of counsel as to compliance with
ERISA or an Internal Revenue Service determination letter that
the Plan is qualified under Section 401 of the Internal
Revenue Code, the undertaking permitted by Item 8.(b) of Form
S-8 is included in Item 9.(d) of this Registration Statement.
23.1 Consent of Arthur Andersen LLP.
__________
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 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.
(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 pur-
poses 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) 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 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 proceedings)
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 of 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.
(d) The registrant will submit the BNCCORP, INC. 401(k) Savings
Plan (the "Plan") and any amendments thereto to the Internal Revenue
Service (the "IRS") for qualification under Section 401 of the Internal
Revenue Code in a timely manner and will make all changes required by
the IRS in order to qualify the Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all 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 Bismarck, State of North Dakota,
on March 26, 1997.
BNCCORP, INC.
/s/ Tracy J. Scott
_______________________________
Tracy J. Scott
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tracy J. Scott and Gregory K.
Cleveland, or either one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and 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 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, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Tracy J. Scott
_______________________________Director, Chairman of the March 26, 1997
Tracy J. Scott Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Gregory K. Cleveland
_______________________________Director, President and Chief March 26, 1997
Gregory K. Cleveland Financial Officer (Principal
Financial and Accounting Officer)
/s/ Brad J. Scott
_______________________________ Director March 26, 1997
Brad J. Scott
/s/ John A. Malmberg
_______________________________ Director March 26, 1997
John A. Malmberg
/s/ John A Hipp, M.D.
_______________________________ Director March 26, 1997
John A. Hipp, M.D.
/s/ Richard M. Johnsen
_______________________________ Director March 26, 1997
Richard M. Johnsen
_______________________________ Director ________, 1997
Thomas J. Resch
/s/ John M. Shaffter
_______________________________ Director March 26, 1997
John M. Shaffer
/s/ Jerry R. Woodcox
_______________________________ Director March 26, 1997
Jerry R. Woodcox
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the
City of Bismarck, State of North Dakota on March 26, 1997.
BNCCORP, INC. 401(K) SAVINGS PLAN
By: /s/ James Bierdeman
________________________________
Name: James Bierdeman
Title: Executive Vice President
BNC National Bank, Trustee
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February
21, 1997 included in BNCCORP, Inc's Form 10-KSB for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Minneapolis, Minnesota,
April 3, 1997
