Registration No. 333------
As filed with the Securities and Exchange
Commission on November 20, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
American National Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 52-1943817
(State of Incorporation) (IRS Employer Identification No.)
211 North Liberty Street
Baltimore, Maryland 21201
American National Bancorp, Inc.
1996 Stock Option Plan
American National Bancorp, Inc.
1996 Recognition and Retention Plan
(Full Title of the Plans)
Copies to:
A. Bruce Tucker Kenneth R. Lehman, Esquire
President and Chief Executive Officer Edward A. Quint, Esquire
American National Bancorp, Inc. Luse Lehman Gorman Pomerenk & Schick
211 North Liberty Street A Professional Corporation
Baltimore, Maryland 21201 5335 Wisconsin Ave., N.W., #400
(410) 752-0400 Washington, D.C. 20015
(202) 274-2000
(Name, Address and Telephone
Number of Agent for Service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 check the following box. [X]
Total Number of Pages 11. Exhibit Index on Page 6.
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Title of Securities be Price Per Offering Registration
to be Registered Registered Share Price Fee
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to Purchase
Common Stock
Common Stock, par
value $.10 per
share 218,213
shares (3) $11.63(2) $2,537,817.19 $ 770.00
Common Stock, par
value $.10 per
share 87,285
shares (4) $11.63(5) $1,015,124.55 $ 308.00
TOTAL 305,498
shares $3,552,941.74 $1,078.00
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- ------------------
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the American National Bancorp, Inc. 1996 Stock Option Plan (the "1996
Stock Option Plan") and the American National Bancorp, Inc. 1996
Recognition and Retention Plan (the "1996 Recognition Plan"), as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of American National Bancorp, Inc. pursuant to 17
C.F.R. Section 230.416(a).
(2) Determined by the exercise price of the options pursuant to 17 C.F.R.
Section 230.457(h)(1).
(3) Represents the number of shares currently reserved for issuance pursuant
to the 1996 Stock Option Plan.
(4) Represents the number of shares currently reserved for issuance pursuant
to the 1996 Recognition Plan.
(5) Determined by the fair market value of the common stock as of
November 19, 1996, pursuant to 17 C.F.R. Section 230.457(h)(1)
This Registration Statement shall become effective upon
filing in accordance with Section 8(a) of the Securities Act of
1933 and 17 C.F.R. Section 230.462.
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PART I.
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information
This Registration Statement relates to the registration of
(i) options to purchase up to 218,213 shares of common stock, par
value $.01 per share (the "Common Stock"), of American National
Bancorp, Inc. (the "Company") pursuant to the American National
Bancorp, Inc. 1996 Stock Option Plan (the "1996 Stock Option
Plan"), (ii) 218,213 shares of Common Stock reserved for issuance
and delivery upon exercise of options under the 1996 Stock Option
Plan, and (iii) 87,285 shares of Common Stock purchased in the
open market by the trust established pursuant to the American
National Bancorp, Inc. 1996 Recognition and Retention Plan (the
"1996 Recognition Plan") to be awarded to employees and directors
under such plan. Documents containing the information required by
Part 1 of the Registration Statement have or will be sent or
given to participants in the 1996 Stock Option Plan and 1996
Recognition Plan, as appropriate, as specified by Securities Act
Rule 428(b)(1). Such documents are not filed with the Securities
and Exchange Commission (the "Commission" or "SEC") either as
part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 in reliance on Rule
428.
PART II.
Item 3. Incorporation of Documents by Reference
All documents filed by the Company pursuant to Sections
13(a) and (c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment
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 to this registration
statement and be part hereof from the date of filing of such
documents. Any statement contained in this Registration
Statement, or in a document 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 incorporated or 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.
The following documents filed or to be filed with the
Commission are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the
year ended July 31, 1996, filed with the Securities and Exchange
Commission (the "SEC") on October 31, 1996.
(b) The Registrant's Proxy Statement relating to the
Bank's November 21, 1996 annual meeting of stockholders filed
with the SEC on November 13, 1996.
(c) The description of the Common Stock contained in the
Registration Statement on Form S-1 (Commission File No. 33-94540), filed by the Company under the Securities Act of 1933
with the SEC on July 13, 1995, as amended August 30, 1995, is
incorporated by reference herein.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Neither the named experts or counsel referenced below have
an interest in the Registrant.
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The validity of the Common Stock offered hereby has been
passed upon by Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation, 5335 Wisconsin Avenue, N.W., Suite 400,
Washington, D.C. 20015, special counsel for the Registrant.
Item 6. Indemnification of Directors and Officers
Directors and officers of the Registrant are indemnified and
held harmless against liability to the fullest extent permissible
by the general corporation law of Delaware as it currently exists
or as it may be amended, provided any such amendment provides
broader indemnification provisions than currently exists. This
indemnification applies to the directors who administer the 1996
Stock Option Plan.
The terms of the indemnification are set forth in the
Registrant's Certificate of Incorporation. The indemnification
applies unless the director did not meet the standards of conduct
which make it permissible under the general corporation law of
Delaware for the Registrant to indemnify the director for the
amount claimed, but the burden of proving such defense is on the
Registrant.
The Registrant is also permitted under the Certificate of
Incorporation to maintain directors' and officers' liability
insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement
policy which (subject to certain limitations and deductibles) (i)
insures officers and directors of the Registrant against loss
arising from certain claims made against them by reason of their
being such directors or officers; and (ii) insures the Registrant
against loss which it may be required or permitted to pay as
indemnification to its directors and officers for certain claims.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Registrant, the Registrant has been
informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8:
4.1 American National Bancorp, Inc. 1996 Stock Option Plan
(Incorporated by reference to Exhibit 10.9 of the
Registrant's Annual Report on Form 10-K filed with the
SEC on October 31, 1996).
4.2 American National Bancorp, Inc. 1996 Recognition and
Retention Plan (Incorporated by reference to Exhibit
10.10 of the Registrant's Annual Report on Form 10-K
filed with the SEC on October 31, 1996).
5 Opinion of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation as to the legality of the
Common Stock registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & Schick, A
Professional Corporation (contained in the opinion
included as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
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Item 9. Undertakings
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
Registration Statement not previously disclosed in this
Registration Statement or any material change to such information
in this 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 1996 Stock Option Plan or 1996
Recognition Plan; and
4. 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 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.
5. 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
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.
PAGE
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EXHIBIT INDEX
Exhibit Number Description Page
4.1 American National Bancorp, Inc. 1996 Stock NA
Option Plan. (Incorporated by reference to
Exhibit 10.9 of the Registrant's Annual
Report on Form 10-K filed with the SEC on
October 31, 1996).
4.2 American National Bancorp, Inc. 1996 Recognition
and Retention Plan. (Incorporated by reference to NA
Exhibit 10.10 of the Registrant's Annual
Report on Form 10-K filed with the SEC on
October 31, 1996).
5 Opinion of Luse Lehman Gorman Pomerenk & 9
Schick, A Professional Corporation as to
as to the legality of the Common Stock
registered hereby.
23.1 Consent of Luse Lehman Gorman Pomerenk & 9
Schick, A Professional Corporation
(contained in the opinion included as
Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP. 11
PAGE
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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 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 Baltimore,
State of Maryland, on this 24th day of November, 1996.
American National Bancorp, Inc.
/s/ A. Bruce Tucker
By: -----------------------------
A. Bruce Tucker, President
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 and on the date indicated.
/s/ A. Bruce Tucker
- -------------------------------------
A. Bruce Tucker, President,
Chief Executive Officer and Director
/s/ Howard K. Thompson
- -------------------------------------
Howard K. Thompson, Chairman of the
Board
/s/ James M. Uveges
- -------------------------------------
James M. Uveges, Senior Vice President
and Chief Financial Officer
(principal accounting officer)
/s/ Lenwood M. Ivey
- -------------------------------------
Lenwood M. Ivey, Director
/s/ David L. Pippinger
- -------------------------------------
David L. Pippinger, Director
/s/ Joseph M. Solomon
- -------------------------------------
Joseph M. Solomon, Director
/s/ Betty J. Stull
- -------------------------------------
Betty J. Stull, Director
/s/ Jimmie T. Noble
- -------------------------------------
Jimmie T. Noble, Director
The Plans. Pursuant to the requirements of the Securities
Act of 1933, the Committee which administers the 1996 Stock
Option Plan and the 1996 Recognition And Retention Plan has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of
Baltimore, State of Maryland, on this 24th day of November, 1996.
American National Bancorp, Inc.
1996 Stock Option Plan
1996 Recognition and Retention Plan
/s/ A. Bruce Tucker
-----------------------------------
A. Bruce Tucker, President,
Chief Executive Officer and
Director
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EXHIBIT 5
OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK
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EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK, LLP
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The Board of Directors
American National Bancorp
We consent to incorporation by reference in the registration
statement on Form S-8 of American National Bancorp, Inc. of our
report dated September 5, 1996, relating to the consolidated
financial statements of American National Bancorp, Inc. and
subsidiary as of July 31, 1996 and 1995, and for each of the
years in the three-year period ended July 31, 1996, which report
appears in the annual report on Form 10-K of American National
Bancorp, Inc.
/s/ KPMG Peat Marwick, LLP
Baltimore, Maryland
November 19, 1996
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