As filed with the Securities and Exchange Commission on January , 2007
Registration File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Alarion Financial Services, Inc.
(Name of registrant as specified in its charter)
| Florida | 20-3853173 | |
(State or jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| One Northeast First Avenue, Ocala, Florida | 34470 | |
| (Address of principal executive offices) | (Zip Code) | |
2005 STOCK PLAN
(Full title of the plan)
Jon M. Kurtz
President & Chief Executive Officer
One Northeast First Avenue
Ocala, Florida 34470
(352) 237-4500
(Name, address and telephone number of agent for service)
Copies Requested to:
A. George Igler, Esq. or Richard L. Pearlman, Esq.
Igler & Dougherty, P.A.
2457 Care Drive
Tallahassee, Florida 32308
(850) 878-2411 Telephone
(850) 878-1230 Facsimile
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered | Proposed maximum offering price(1) | Proposed maximum aggregate offering | Amount of registration fee | |||||||
Common stock $5.00 par value | 450,000 | $ | 10.00 | $ | 4,500,000 | $ | 481.50 | ||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c). There is no established public trading market for the Common Stock and, historically, the shares of Common Stock have been inactively traded. Management of the Company is aware of certain transactions in its Common Stock, although the trading prices and number of shares transferred in all transactions are not known. The last known trade occurred at $10.00 per share. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are hereby incorporated by reference into this Registration Statement, and all documents subsequently filed by Alarion Financial Services, Inc. (“AFSI”) pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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:
| 1. | AFSI’s Annual Report on Form 10-KSB (and all amendments thereto) for the fiscal year ended December 31, 2005; |
| 2. | AFSI’s Quarterly Reports of Form 10-QSB for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006. |
| 3. | AFSI’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 22, 2006; |
| 4. | AFSI’s Current Reports on Form 8-K filed since December 31, 2005; |
Item 4. Description of Securities.
The description of AFSI common stock contained in AFSI’s Registration Statement on Form 10SB, as filed with the Securities and Exchange Commission on March 15, 2006, Registration File No. 000-51843 is hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the common stock registered hereby will be passed upon by Igler & Dougherty, P.A.
Item 6. Indemnification of Directors and Officers.
The description of the indemnification provisions of AFSI’s Articles of Incorporation, our Bylaws and Florida law contained in AFSI’s Registration Statement on Form 10SB, as filed with the Securities and Exchange Commission on March 15, 2006, Registration File No. 000-51843 is hereby incorporated by reference.
Item 8. Exhibits.
The following exhibits are or have been filed with the Securities and Exchange Commission and are incorporated by reference into this registration statement. The exhibits which are marked by a single asterisk (*) were previously filed as a part of, and are hereby incorporated by reference from Registrant’s Registration Statement on Form 10SB, as filed with the Securities and Exchange Commission (“SEC”) on March 15, 2006, Registration No. 000-51843. The exhibit numbers correspond to the exhibit numbers in the referenced documents.
| Exhibit No. | Description of Exhibit | |
| *3.1 | Amended and Restated Articles of Incorporation | |
| *3.2 | Bylaws | |
| *4.1 | Specimen of Common Stock Certificate | |
| *4.2 | Warrant Plan and Specimen Warrant Certificate | |
| 4.3 | 2005 Stock Plan | |
| 5.1 | Opinion of Igler & Dougherty, P.A. | |
| *21 | Subsidiaries | |
| 23.1 | Consent of Igler & Dougherty. P.A. (contained in Exhibit 5.1) | |
| 23.2 | Consent of Hacker Johnson & Smith PA | |
| 24.1 | Power of Attorney - included in the Signature Page of registration statement | |
Item 9. Undertakings.
(A) 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: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and |
| (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 the undertakings set forth in paragraphs(1)(i) and (ii) above do 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 Securities Exchange Act of 1934 (the “Exchange Act”) that are incorporated by reference in this Registration Statement. |
| (2) | 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 at that time 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 offering. |
| (B) | The undersigned Registrant hereby undertakes, that, for purpose of determining any liability under the Securities Act, each filing of the Registrant’s Annual Report pursuant to Section 13(a) or 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 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 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 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 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 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. |
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 authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Ocala, State of Florida on January 10, 2007.
| ALARION FINANCIAL SERVICES, INC. | ||
| By: | /s/ Jon M. Kurtz | |
| Jon M. Kurtz | ||
| Principal Executive Officer and | ||
| Principal Financial Officer | ||
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jon M. Kurtz, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her, in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, including any Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under other documents in connection therewith, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
/s/ Jon M. Kurtz Jon M. Kurtz, Director, President and Chief Executive Officer | January 10, 2007 Date | |||
/s/ Spencer Barrett Spencer Barrett, Director | January 10, 2007 Date | |||
/s/ Carol R. Bosshardt Carol R. Bosshardt, Director | January 10, 2007 Date | |||
/s/ Gloria W. Fletcher Gloria W. Fletcher, Director | January 10, 2007 Date | |||
/s/ Michael P. Hill Michael P. Hill, Director | January 10, 2007 Date | |||
/s/ Ignacio L. Leon Ignacio L. Leon, Director | January 10, 2007 Date | |||
/s/ Loralee W. Miller Loralee W. Miller, Director | January 10, 2007 Date | |||
/s/ Job E. White Job E. White, Director | January 10, 2007 Date | |||
/s/ Tommy W. Williams, Jr. Tommy W. Williams, Jr., Director | January 10, 2007 Date | |||
