As filed with the Securities and Exchange Commission on February 22, 2008

Registration No. 333-70207

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-8 REGISTRATION STATEMENT NO. 333-70207

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)

First American Bank

401(K) Savings Plan

(Full Title of Plan)

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

 

 

 

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DEREGISTRATION OF UNSOLD SECURITIES

This post-effective amendment relates to the following registration statement on Form S-8 (as amended, the “Registration Statement”), 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”), and plan interests:

File No. 333-70207, filed on January 7, 1999, registering 25,000 shares of Common Stock and an indeterminate amount of plan interests.

Promptly following the filing of this post-effective amendment, 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 offering pursuant to the Registration Statement has been terminated as a result of such merger or otherwise. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 2 and hereby removes from registration all shares of Common Stock and plan interests that remain unsold under the Registration Statement. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement.

 

2

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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 this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on the 22^nd day of February, 2008.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has 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 and Chief Executive Officer (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

 

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* C. Phillip McWane		Director		February 22, 2008
* William D. Montgomery		Director		February 22, 2008
* Drayton Nabers, Jr.		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

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, Alabama National BanCorporation has duly caused this Post-Effective Amendment No. 2 to be signed on the Plan’s behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on February 22, 2008.