As filed with the Securities and Exchange Commission on February 22, 2008
Registration No. 333-76301
Registration No. 333-76303
Registration No. 333-76305
Registration No. 333-76307
Registration No. 333-76309
Registration No. 333-76311
Registration No. 333-76313
Registration No. 333-76315
Registration No. 333-76317
Registration No. 333-47748
Registration No. 333-59364
Registration No. 333-76032
Registration No. 333-102234
Registration No. 333-106314
Registration No. 333-106315
Registration No. 333-111318
Registration No. 333-111319
Registration No. 333-113248
Registration No. 333-113249
Registration No. 333-113323
Registration No. 333-113324
Registration No. 333-124871
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76301
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76303
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76305
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-70307
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76309
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76311
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76313
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76315
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76317
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-47748
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-59364
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-76032
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-102234
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-106314
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-106315
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-111318
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-111319
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-113248
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-113249
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-113323
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-113324
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-124871
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 or organization) |
(I.R.S. Employer Identification No.) | |
| 1927 First Avenue North Birmingham, Alabama |
35203 | |
| (Address of principal executive offices) | (Zip code) | |
Alabama National BanCorporation
Deferred Compensation Plan For Key Employees
First American Bancorp
1994 Stock Option Plan
Alabama National BanCorporation
Performance Share Plan
Commerce Bankshares, Inc.
Long Term Incentive Plan
Non-Qualified Stock Options Granted To
Certain Officers Of First American Bank
First American Bancorp Stock Option Plan
Dated October 20, 1992
Alabama National BanCorporation Deferred Compensation Plan
For Directors Who Are Not Employees Of The Company
Alabama National BanCorporation Deferred Compensation Plan
For Non-Employee Directors Of the Subsidiary Banks
Performance Share Plan For Certain Directors
Of Citizens & Peoples Bank, N.A.
Alabama National BanCorporation
1999 Long Term Incentive Plan
Community Bank of Naples,
National Association 1996 Stock Option Plan
Farmers National Bancshares, Inc.
Key Personnel Stock Option Plan
Performance Share Plan For Certain Members
Of The Madison County Advisory Board
Of Directors Of First American Bank
Millennium Bank
Directors’ Stock Option Plan
Millennium Bank Officers’ And
Employees’ Stock Option Plan
Alabama National BanCorporation
Plan For Deferral Of Compensation
For Directors Who Are Not
Employees Of The Company
Alabama National Bancorporation
Plan For Deferral Of Compensation
By Key Employees
Cypress Bank Officers’ And Employers’
Stock Option Plan
Cypress Bank Directors’
Stock Option Plan
Indian River Banking Company
1999 Stock Option Plan
Indian River Banking Company
1999 Director Fee Stock Option Plan
Third Amendment And Restatement Of The
Alabama National BanCorporation
Performance Share Plan
(Full Titles of Plans)
John H. Holcomb, III
Chairman and Chief Executive Officer
1927 First Avenue North
Birmingham, AL 35203
(205) 583-3600
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With Copies to:
Christopher B. Harmon, Esq.
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
(205) 254-1000
DEREGISTRATION OF UNSOLD SECURITIES
These post-effective amendments relate to the following registration statements on Form S-8 (collectively, the “Registration Statements”), filed by Alabama National BanCorporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, registering shares of the Company’s common stock, $1.00 par value per share (the “Common Stock”):
File No. 333-76301, filed on April 14, 1999, registering 35,000 shares.
File No. 333-76303, filed on April 14, 1999, registering 35,995 shares.
File No. 333-76305, filed on April 14, 1999, registering 400,000 shares.
File No. 333-76307, filed on April 14, 1999, registering 29,375 shares.
File No. 333-76309, filed on April 14, 1999, registering 21,597 shares.
File No. 333-76311, filed on April 14, 1999, registering 35,995 shares.
File No. 333-76313, filed on April 14, 1999, registering 35,000 shares.
File No. 333-76315, filed on April 14, 1999, registering 50,000 shares.
File No. 333-76317, filed on April 14, 1999, registering 19,881 shares.
File No. 333-47748, filed on October 11, 2000, registering 300,000 shares.
File No. 333-59364, filed on April 23, 2001, registering 37,290 shares.
File No. 333-76032, filed on December 28, 2001, registering 75,076 shares.
File No. 333-102234, filed on December 27, 2002, registering 25,000 shares.
File No. 333-106314, filed on June 20, 2003, registering 41,724 shares.
File No. 333-106315, filed on June 20, 2003, registering 42,660 shares.
File No. 333-111318, filed on December 18, 2003, registering 100,000 shares.
File No. 333-111319, filed on December 18, 2003, registering 200,000 shares.
File No. 333-113248, filed on March 3, 2004, registering 36,164 shares.
File No. 333-113249, filed on March 3, 2004, registering 15,966 shares.
File No. 333-113323, filed on March 5, 2004, registering 110,558 shares.
File No. 333-113324, filed on March 5, 2004, registering 12,873 shares.
File No. 333-124871, filed on May 13, 2005, registering 400,000 shares.
Promptly following the filing of these post-effective amendments, it is expected that the Company will merge with and into RBC Centura Banks, Inc., with RBC Centura Banks, Inc. as the surviving corporation. The offerings pursuant to the Registration Statements have been terminated as a result of such merger or otherwise. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the
securities that remain unsold at the termination of the respective offerings, the Company is filing these Post-Effective Amendments No. 1 and hereby removes from registration all shares of Common Stock that remain unsold under each of the Registration Statements. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statements.
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 of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on the 22nd day of February, 2008.
| ALABAMA NATIONAL BANCORPORATION | ||
| By: | /s/ John H. Holcomb, III | |
| John H. Holcomb, III | ||
| Its Chairman and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments No. 1 to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ John H. Holcomb, III John H. Holcomb, III |
Chairman, Chief Executive Officer and Director (principal executive officer) |
February 22, 2008 | ||
| * Dan M. David |
Vice Chairman and Director | February 22, 2008 | ||
| /s/ Richard Murray, IV Richard Murray, IV |
President, Chief Operating Officer and Director | February 22, 2008 | ||
| /s/ William E. Matthews, V William E. Matthews, V |
Executive Vice President and Chief Financial Officer | February 22, 2008 | ||
| /s/ Shelly S. Williams Shelly S. Williams |
Senior Vice President and Controller | February 22, 2008 | ||
| * W. Ray Barnes |
Director | February 22, 2008 | ||
| * John D. Johns |
Director | February 22, 2008 | ||
| * John J. McMahon, Jr. |
Director | February 22, 2008 | ||
| * C. Phillip McWane |
Director | February 22, 2008 | ||
| * William D. Montgomery |
Director | February 22, 2008 | ||
| * G. Ruffner Page, Jr. |
Director | February 22, 2008 | ||
| * W. Stancil Starnes |
Director | February 22, 2008 | ||
| *By: | /s/ John H. Holcomb, III | |
| John H. Holcomb, III | ||
| Attorney-in-fact | ||