1
As filed with the Securities and Exchange Commission on June 9, 2006
Registration No. __________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERICASBANK CORP.
(Exact Name of Registrant as Specified in its Charter)
MARYLAND 52-2090433
(State of Incorporation) (IRS Employer Identification No.)
500 YORK ROAD
TOWSON, MARYLAND 21204
(410) 825-5580
(Address, including zip code, and telephone number including area code, of
registrant's principal executive offices)
AMERICASBANK CORP. 2004 STOCK INCENTIVE PLAN
(Full Title of the Plan)
COPIES TO:
MARK H. ANDERS GARY R. BRONSTEIN, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER JOEL E. RAPPOPORT, ESQ.
AMERICASBANK CORP. THOMAS P. HUTTON, ESQ.
500 YORK ROAD MULDOON MURPHY & AGUGGIA LLP
TOWSON, MARYLAND 21204 5101 WISCONSIN AVENUE, N.W.
(410) 823-0500 WASHINGTON, DC 20016
(Name, Address and Telephone Number of Agent for Service) (202) 362-0840)
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CALCULATION OF REGISTRATION FEE
Title of Class of Proposed Amount Proposed Purchase Estimated Aggregate Amount of
Securities to be Registered to be Registered1 Price Per Share Offering Price2 Registration Fee
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Common Stock, $.01 par 479,220 shares $7.10 $3,402,462 $365.00
value
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1 479,220 shares are being registered for issuance pursuant to the AmericasBank
Corp. 2004 Stock Incentive Plan (the "Incentive Plan") in addition to the
320,780 shares registered on September 29, 2004 (Registration No. 333-119373).
This Registration Statement also covers an indeterminate number of shares
reserved for issuance pursuant to the Incentive Plan (as adjusted for the
reverse stock split occurring on August 23, 2005) as a result of any future
stock split, stock dividend or similar adjustment of the outstanding Common
Stock.
2 Estimated solely for the purpose of calculating the amount of the registration
fee. Pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), the price per share is estimated to be $7.10, based upon
the average of the high and low prices of the Common Stock, as reported on the
Nasdaq SmallCap Market on June 7, 2006.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS. 230.462.
PART I INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The previously filed Form S-8 Registration Statement for AmericasBank
Corp. dated September 29, 2004 (Registration No. 333-119373) is hereby
incorporated by reference. This Registration Statement is being filed to
register additional shares of Common Stock of AmericasBank Corp. pursuant to the
AmericasBank Corp. 2004 Stock Incentive Plan.
ITEM 8 EXHIBITS.
The following exhibits are filed herewith (numbering corresponds generally
to the Exhibit Table in Item 601 of Regulation S-K):
5 Opinion of Muldoon Murphy & Aguggia LLP as to the legality of the
Common Stock to be issued under the Incentive Plan.
10 AmericasBank Corp. 2004 Stock Incentive Plan, as amended.1
23.1 Consent of Muldoon Murphy & Aguggia LLP (contained in the opinion
included in Exhibit 5).
23.2 Consent of Rowles & Company, LLP
24 Power of Attorney (see signature page)
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1 Incorporated herein by reference to Appendix C in the definitive
proxy statement (DEF-14A) filed with the SEC (File No. 000-22925)
on April 28, 2006.
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, as amended,
AmericasBank Corp. 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 Towson, Maryland on June 9, 2006.
AMERICASBANK CORP.
By: /s/ Mark H. Anders
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Mark H. Anders
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Anders) constitutes and appoints Mark H. Anders and Mr.
Anders hereby constitutes and appoints A. Gary Rever, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and to perform each
and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Name Title Date
/s/ Mark H. Anders
- -------------------------- President and Chief Executive Officer June 9, 2006
Mark H. Anders (principal executive officer)
/s/ A. Gary Rever
- -------------------------- Executive Vice President and June 9, 2006
A. Gary Rever Chief Financial Officer
(principal accounting and financial
officer)
/s/ Nicholas H. Belitsos, M.D.
- ------------------------------ Director June 9, 2006
Nicholas J. Belitsos, M.D.
/s/ Richard C. Faint, Jr.
- ------------------------------ Director June 9, 2006
Richard C. Faint, Jr.
/s/ Savas J. Karas
- ------------------------------ Director June 9, 2006
Savas J. Karas
/s/ Allen S. Lloyd, Jr.
- ------------------------------ Director June 9, 2006
Allen S. Lloyd, Jr.
/s/ Mark D. Noar, M.D.
- ------------------------------ Director June 9, 2006
Mark D. Noar, M.D.
/s/ Kenneth D. Pezzulla
- ------------------------------ Director June 9, 2006
Kenneth D. Pezzulla
/s/ Ramon F. Roig, Jr.
- ------------------------------ Director June 9, 2006
Ramon F. Roig, Jr.
/s/ Graylin E. Smith
- ------------------------------ Director June 9, 2006
Graylin E. Smith
/s/ Lee W. Warner
- ------------------------------ Director June 9, 2006
Lee W. Warner
/s/ John C. Weiss, III
- ------------------------------ Director June 9, 2006
John C. Weiss, III