FORM S-8
As filed with the Securities and Exchange Commission on May 29, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
PRINCETON NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-3210283 |
(State or other jurisdiction of
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(I.R.S. employer |
incorporation or organization)
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identification no.) |
606 S. Main Street
Princeton, Illinois 62356
(Address of principal executive offices, including zip code)
PRINCETON NATIONAL BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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Tony J. Sorcic
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With a copy to: |
President
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Timothy E. Kraepel, Esq. |
Princeton National Bancorp, Inc.
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Howard & Howard Attorneys PLLC |
606 South Main Street
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450 W. Fourth Street |
Princeton, Illinois 62356
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Royal Oak, MI 48067-2557 |
(Name and address of agent for service)
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(248) 645-1483 |
(815) 875-4444 |
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(Telephone number, including area code, of agent for service) |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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maximum |
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maximum |
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Amount |
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offering price |
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aggregate |
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to be |
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per share |
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offering price |
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Amount of |
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Title of Securities to be Registered |
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registered |
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(1),(2) |
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(1),(2) |
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registration fee |
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Common Stock, par value $5.00 per share |
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20,000 |
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$14.335 |
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$286,700 |
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$16.00 |
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(1) |
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Estimated solely for purposes of calculating the registration fee in accordance with
Rule 457(c) and (h). |
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(2) |
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Plus, pursuant to Rule 416, an indeterminate number of additional shares as may be issuable in
the event of an adjustment as a result of an increase in the number of issued shares of
Registrants Common Stock resulting from a subdivision of such shares, the payment of stock
dividends or certain other capital adjustments as provided in the above-referenced Employee Stock
Purchase Plan. |
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(3) |
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Also includes an equal number of rights to purchase shares of Registrants Series A Junior
Participating Preferred Stock, which rights are not (a) separable from the shares of common stock;
or (b) presently exercisable. |
TABLE OF CONTENTS
PART I
This Registration Statement on Form S-8 is being filed register an additional 20,000 shares of
common stock, par value $5.00 per share, under the Princeton National Bancorp, Inc. Employee Stock
Purchase Plan. The information contained in registration statements 33-86708, 33-986868,
333-62643, 333-92434 and 333-129484 are incorporated herein by reference, except to the extent
that the items in this registration statement update such information contained in the prior
registration statements. This Registration Statement is filed to register an additional 20,000
shares and is filed pursuant to General Instruction E to Form S-8.
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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Information required by Part I to be contained in this Section 10(a) prospectus is omitted from
the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended
(Securities Act), and the Note to Part I on Form S-8. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission (the Commission)
by the Registrant (File No. 0-20050) are incorporated in this Registration Statement by reference:
(1) Registrants Annual Report on Form 10-K for the year ended December 31, 2008 filed on
March 16, 2009, including the Form 10-K/A filed on March 24, 2009;
(2) Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 filed on
May 11, 2009;
(3) Registrants Current Reports on Form 8-K filed on January 27, 2009 and on January 29, 2009
(other than the portions that are not deemed to be filed);
(5) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act) since December 31, 2008;
(6) the information contained in the Registrants definitive proxy statement dated March 16,
2009 relating to its Annual Meeting of Stockholders (other than the portions that are not deemed to
be filed);
(7) the description of Registrants Common Stock, $5.00 par value which is
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contained in
Amendment No. 1 to Registrants Registration Statement on Form 8-A filed with the Commission under
the Exchange Act effective May 8, 1992, including any amendments or reports filed for the purpose
of updating such description; and
(8) the description of Registrants preferred share purchase rights which is contained in
Registrants Registration Statement on Form 8-A filed with the Commission under the Exchange Act
effective August 1,
2003, including any amendments or reports filed for the purpose of updating such description.
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 which indicates that all securities offered 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.
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 General Corporation Law of the State of Delaware (Section 145), Article
VII of the Registrants Amended and Restated Certificate of Incorporation, and Article VIII of the
Registrants By-Laws, as restated, provide for the indemnification of the Registrants directors
and officers in a variety of circumstances, which may include indemnification for liabilities under
the Securities Act of 1933. The general effect of these provisions is to provide that the
Registrant shall indemnify its directors and officers against expenses (including attorneys fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by them in the
proceeding in which such persons are made a party by reason of being or having been a director or
officer of Registrant, but only if it is determined that they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interest of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was
unlawful. Such determination may be made by (i) a majority vote of a quorum consisting of
disinterested directors, (ii) an independent legal counsel in a written opinion (if no such quorum
is available or if a quorum of disinterested directors so directs), or (iii) the stockholders. The
Registrant will pay expenses incurred by its directors and officers prior to the final disposition
of such action, suit or proceeding, if the director or officer undertakes to repay such amount if
it is ultimately determined that they are not entitled to be indemnified by the Registrant.
The Registrant has insurance which, subject to certain policy limits, deductible amounts and
exclusions, insures directors and officers of the Registrant for liabilities incurred as a result
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of acts committed in their capacity as directors and officers or claims made against them by reason
of their status as directors or officers.
As permitted pursuant to Section 102(b)(7) of the General Corporation Law of the State of
Delaware, the Amended and Restated Certificate of Incorporation of the Registrant eliminates the
personal monetary liability of a director of the Registrant or its stockholders for breach of
fiduciary duty as a director, except for liability that results from (i) any breach of the
directors duty of loyalty to the Registrant or its stockholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law, (iii) Section 174
of the General Corporation Law of the State of Delaware (which Section pertains to a directors
liability for unlawful payments of dividends or unlawful stock purchases or redemptions); or (iv)
any transaction from which the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein are set forth below in the
Exhibit Index filed as part of this registration statement.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
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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 of 1933; (ii) To reflect in the
prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set forth in the
registration statement; (iii) 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; provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in reports
filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement. |
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(2) |
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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 |
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such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
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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 of 1933, each filing of the registrants 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 plans 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 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.
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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 Princeton, State of Illinois, on May 29,
2009.
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PRINCETON NATIONAL BANCORP, INC.
(Registrant)
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By: |
/s/ Tony J. Sorcic
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Tony J. Sorcic |
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President and Chief Executive Officer |
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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 dates indicated.
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Signature |
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/s/ Tony J. Sorcic
Tony J. Sorcic
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President, Chief Executive Officer and
Director
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May 1, 2009 |
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(Principal Executive Officer) |
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/s/ Todd D. Fanning
Todd D. Fanning
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Senior Vice President and Chief
Financial Officer
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May 1, 2009 |
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(Principal Accounting and Financial
Officer) |
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Chairman of the Board
and Director
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May 1, 2009 |
Craig O. Wesner |
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Director
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May 1, 2009 |
Daryl Becker |
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Director
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May 1, 2009 |
Gretta Bieber |
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Signature |
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Date |
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Director
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May 1, 2009 |
Gary C. Bruce |
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Director
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May 1, 2009 |
Sharon L. Covert |
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Director
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May 1, 2009 |
John R. Ernat |
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Director
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May 1, 2009 |
Donald E. Grubb |
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Director
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May 1, 2009 |
Mark Janko |
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Director
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May 1, 2009 |
Willard O. Lee |
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Director
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May 1, 2009 |
Ervin I. Pietsch |
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Director
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May 1, 2009 |
Stephen W. Samet |
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**By:
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/s/ Tony J. Sorcic
Tony J. Sorcic, Attorney-in-Fact
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7
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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4.1
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Princeton National Bancorp, Inc. Amended and Restated Employee Stock
Purchase Plan. |
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5.1
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Opinion of Howard & Howard Attorneys PLLC. |
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23.1
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Consent of BKD, LLP. |
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23.2
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Consent of Howard & Howard Attorneys PLLC. (contained in their
opinion filed as Exhibit 5.1). |
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24.1
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Powers of Attorney. |
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