forms-8.htm
As
filed
with the Securities and Exchange Commission on October 22, 2007
Registration
No. 333-__________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
AMES
NATIONAL CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Iowa
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42-1039071
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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405
Fifth Street, Ames, Iowa
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50010
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(Address
of principal executive office)
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(Zip
Code)
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Ames
National Corporation
401(k)
Profit Sharing Plan
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(Full
title of the plan)
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John
P. Nelson
405
Fifth Street, Ames, Iowa 50010
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(Name
and address of agent for service)
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(515)
232-6251
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(Telephone
number, including area code, of agent for service)
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CALCULATION
OF REGISTRATION FEE
Title
of securities to be registered
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Amount
to be registered (1)
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Proposed
maximum offering price per share (2)
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Proposed
maximum aggregate offering price (1) (2)
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Amount
of registration fee
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Common
Stock,
$2.00
Par Value
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25,000
shares
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$20.37
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$509,250
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$15.63
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(1) This
Registration Statement covers an indeterminate amount of additional securities
which may be issued under the Ames National Corporation 401(k) Profit Sharing
Plan (the “Plan”) pursuant to the share adjustment provisions of the
Plan. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Plan.
(2) Estimated
solely for the purpose of determining the registration fee pursuant to the
provisions of Rule 457(c) and (h) under the Securities Act based on the average
of the high and low prices of the Common Stock as reported on the NASDAQ Capital
Market on October 19, 2007, which was $20.37.
PART
I
INFORMATION
REQUIRED IN SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 will
be
delivered to participants in the Ames National Corporation 401(k) Profit Sharing
Plan (the “Plan”) as specified by Rule 428(b)(1) under the Securities Act of
1933, as amended (the “Securities Act”). These documents and the
documents incorporated by reference into this Registration Statement pursuant
to
Item 3 of Part II of this Registration Statement, taken together, constitute
a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by Ames National Corporation (the “Registrant”) with
the Securities and Exchange Commission (the “Commission”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by
reference:
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(a)
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The
Registrant’s Annual Report on Form 10-K for the year ended December 31,
2006, filed pursuant to Section 13(a) of the Exchange
Act;
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(b)
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The
Plan’s Annual Report on Form 11-K for the year ended December 31, 2006
filed pursuant to Section 13(a) or 15(d) of the Exchange
Act;
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(c)
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The
Registrant’s Quarterly Reports on Form 10-Q for the three-month periods
ended March 31, 2007 and June 30, 2007, filed pursuant to Section
13(a) of
the Exchange Act;
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(d)
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The
Registrant’s Current Reports on Form 8-K filed on January 22, 2007,
April 13, 2007, May 15, 2007, July 13, 2007 and October 12, 2007,
pursuant to the Exchange Act; and
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(e)
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Amendment
No. 1 to Registrant’s Registration Statement on Form 10 filed with the
Commission on July 27, 2001. Information relating to the Common
Stock is set forth in Item 11 under the caption “Description of Company’s
Securities to be Registered”.
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All
reports and other documents subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to
the date hereof, and prior to the filing of a post-effective amendment to the
Registration Statement 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 herein and to be a part hereof from the date
of
the filing of such reports and documents.
Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for the purpose
of this Registration Statement to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated or
is
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.
Item
4. Description
of Securities.
Not
applicable.
Item
5. Interests
of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification
of Directors and Officers.
The
Iowa
Business Corporation Act makes provision for the indemnification of directors
and officers in terms sufficiently broad to indemnify such persons from
liability (including reimbursements for expenses incurred) arising under the
Securities Act. Under the Registrant’s Restated Articles of
Incorporation, directors and officers of the Registrant are subject to mandatory
indemnification for liability (as such term is defined in Section 850(5) of
the
Iowa Business Corporation Act), except to the extent such liability arises
in
connection with: (i) receipt of a financial benefit by a director or
officer to which the director or officer is not entitled; (ii) an intentional
infliction of harm on the Registrant or its shareholders; (iii) a violation
of
Section 833 of the Iowa Business Corporation Act (an impermissible distribution
by the Registrant); or (iv) an intentional violation of criminal
law. The By-Laws of the Registrant also provide for indemnification
of officers, directors, employees, or agents as permitted under the Iowa
Business Corporation Act or as otherwise permitted by law.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrant pursuant
to the foregoing provisions, the Registrant has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
exhibits accompanying this Registration Statement are listed on the accompanying
Exhibit Index.
Consistent
with the instruction to this Item 8, no opinion of counsel regarding the
legality of securities is included as part of this Registration Statement,
as
all Common Stock of the Registrant to be issued in connection with the Plan
will
be purchased by the Plan’s agent in the open market and, consequently, none of
such shares shall constitute original issuance securities. The Plan
has received a favorable determination letter from the Internal Revenue Service
issued to the vendor of the prototype document establishing the Plan and the
Plan hereby undertakes to receive such additional determination letters from
the
Internal Revenue Service with respect to any amendment to the Plan and to make
any changes required by the Internal Revenue Service in order to qualify and
continue the qualification of the Plan.
Item
9. Undertakings.
(a)
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The
undersigned Registrant hereby
undertakes:
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(1)
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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; (ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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
this Registration Statement; (iii) to include any material
information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to
such
information in this Registration Statement; provided, however, that
(a)(1)(i) and (a)(1)(ii) above shall not apply if the information
required
to be included in a post-effective amendment by those paragraphs
is
contained in periodic reports filed by the Registrant pursuant to
Section
13 or Section 15(d) of the Exchange Act that are incorporated by
reference
in this Registration Statement.
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(2)
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That,
for the purpose of determining any liability under the Securities
Act,
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.
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(3)
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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.
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(b)
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The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is
incorporated by reference in this 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.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification
is
against public policy as expressed in the Securities 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 Securities Act and will be governed
by
the final adjudication of such
issue.
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The
Registrant. Pursuant to the requirements of the
Securities Act, 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 Ames, State of Iowa,
on
October 22, 2007.
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AMES
NATIONAL CORPORATION
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By: /s/ Thomas
H. Pohlman
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Thomas
H. Pohlman
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President
and Chief Executive Officer
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KNOWN
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby
constitutes and appoints Thomas H. Pohlman and John P. Nelson, and each of
them
acting individually, as his or her true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him or her and
in
his or her name, place and stead, in any and all capacities, to sign, execute
and file this Registration Statement on Form S-8 and any or all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement on Form S-8 and to file the same, with all exhibits thereto and all
documents required to be field with respect therewith, with the Securities
and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to
do
and perform each and every act and thing requisite and necessary to be done
in
connection therewith and about the premises in order to effectuate the same
as
fully to all intents and purposes as he or she might or could do if personally
present, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or any of them, or his or her substitute or substitutes, may lawfully
do
or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this Registration Statement has
been
signed by the following persons in the capacities and on the dates
indicated.
By: /s/
Thomas H. Pohlman
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October
22, 2007
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Thomas
H. Pohlman
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President,
Chief Executive Officer
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and
Director (Principal Executive Officer)
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By: /s/
John P. Nelson
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October
22, 2007
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John
P. Nelson
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Vice
President and Chief Financial
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Officer
(Principal Financial and Accounting Officer)
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/s/
Betty A. Baudler Horras
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October
22, 2007
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Betty
A Baudler Horras, Director
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/s/
Charles D. Jons, MD
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October
22, 2007
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Charles
D. Jons, MD, Director
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/s/
Daniel L. Krieger
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October
22, 2007
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Daniel
L. Krieger, Director
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/s/
James R. Larson
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October
22, 2007
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James
R. Larson, Director
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/s/
Larry A. Raymon
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October
22, 2007
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Larry
A. Raymon, Director
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/s/
Marvin J. Walter
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October
22, 2007
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Marvin
J. Walter, Director
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The
Plan. Pursuant to the requirements of the Securities Act,
First National Bank, Ames, Iowa in its capacity as Trustee of the Ames National
Corporation 401(k) Profit Sharing Plan has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Ames, State of Iowa on October 22, 2007.
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AMES
NATIONAL CORPORATION 401(k) PROFIT SHARING PLAN
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By: First
National Bank, Ames, Iowa, Trustee
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By: /s/ Steven
J. McLaughlin
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Name: Steven
J. McLaughlin
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Title: Senior
Trust Officer
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EXHIBIT
INDEX
Exhibit
Number
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Exhibit
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4.1
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Restated
Articles of Incorporation of the Registrant, as amended (incorporated
by
reference to Exhibit 3.1 to Form 8-K filed June 16,
2005).
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4.2
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By-Laws
of the Registrant, as amended (incorporated by reference to Exhibit
3.2 to
Form 8-K filed June 16, 2005).
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Consent
of Independent Registered Public Accounting Firm.
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Consent
of Independent Registered Public Accounting Firm.
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24*
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Power
of Attorney (included as part of signature page of this Registration
Statement).
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Ames
National Corporation 401(k) Profit Sharing Plan.
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*
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Filed
herewith
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