BNCCORP INC
S-8 POS, 1999-09-23
NATIONAL COMMERCIAL BANKS
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    As filed with the Securities and Exchange Commission on September 23, 1999.

                                                     Registration No. 333-75457




                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.   20549
                                __________

                     Post-Effective Amendment No. 2 to
                                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. 1998 Non-Employee Director Stock Option Plan
                          (Full title of the Plan)

                                __________




                            Gregory K. Cleveland
                   President and Chief Operating 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:

                          William B. Masters, Esq.
       Jones, Walker, Waechter, Poitevent, Carre`re & Dene`gre, L.L.P.
                         201 St. Charles Avenue
                    New Orleans, Louisiana 70170-5100





<PAGE>

                                Deregistration

      In  accordance  with  the  undertakings  contained  in Part  II  of  this
Registration Statement, we have filed this Post-Effective Amendment  No.  2  to
remove  from  registration  all  of  the   securities  registered  under   this
Registration Statement, which remain unsold at the  termination of the offering
of those securities.

      We  hereby  remove  from  registration  35,450  shares  of  common  stock
registered by us in this Registration Statement.


<PAGE>
                                  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  the  requirements  for  filing  on Form S-8 and has duly caused this Post-
Effective Amendment to be signed on its  behalf  by  the undersigned, thereunto
duly authorized, in the City of Bismarck, State of North  Dakota,  on September
16, 1999.

                                          BNCCORP, INC.


                                           By: /s/ Tracy J. Scott
                                              -------------------------
                                                     Tracy J. Scott
                                                  Chairman of the Board
                                               and Chief Executive Officer

       Pursuant  to the requirements of the Securities Act of 1933, as amended,
this Post-Effective  Amendment  has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

        Signature                                   Title                              Date
        ---------                                   -----                              ----

<S>                                     <C>                                     <C>
   /s/ Tracy J. Scott                      Director, Chairman of the            September 16, 1999
- ------------------------------          Board and Chief Executive Officer
       Tracy J. Scott                    (Principal Executive Officer)


/s/ Gregory K. Cleveland                   Director, President and Chief        September 16, 1999
- ------------------------------             Operating Officer (Principal
    Gregory K. Cleveland                 Financial and Accounting Officer)


    /s/ Brad J. Scott                             Director                      September 16, 1999
- ------------------------------
        Brad J. Scott

   /s/ Kevin D. Pifer                             Director                      September 16, 1999
- ------------------------------
       Kevin D. Pifer

    /s/ John A. Hipp                              Director                      September 16, 1999
- ------------------------------
        John A. Hipp, M.D.

/s/ Richard M. Johnsen, Jr.                       Director                      September 16, 1999
- ------------------------------
    Richard M. Johnsen, Jr.

     /s/ Jon Strinden                             Director                      September 16, 1999
- ------------------------------
         Jon Strinden

   /s/ John M. Shaffer                            Director                      September 16, 1999
- ------------------------------
       John M. Shaffer

   /s/ Jerry R. Woodcox                           Director                      September 16, 1999
- ------------------------------
       Jerry R. Woodcox

</TABLE>

* By: /s/ Tracy J. Scott
     -------------------------
          Tracy J. Scott
     Attorney-in-Fact and Agent




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