AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON MAY 30, 1997
Registration No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Access Anytime Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
85-0444597
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(I.R.S. Employer Identification Number)
801 Pile Street, Clovis, NM 88101
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(Address of registrants Principal Executive Offices)
ACCESS ANYTIME BANCORP, INC. NON-EMPLOYEE DIRECTOR RETAINER PLAN
N. R. Corzine
Chairman and Chief Executive Officer
801 Pile Street
Clovis, NM 88101
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(Name and address of agent for service)
(505) 762-4417
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(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and
communications to:
C.L. Moore
KELEHER & McLEOD, P.A.
414 Silver Avenue, S.W.
Albuquerque, New Mexico 87103
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered registered maximum maximum registration fee
offering price per aggregate
unit(1) offering price(1)
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Common Stock 50,000 shares $5.625 $281,250 $85.23
$.01 par value
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the registration fee, based
on the average of the bid and asked prices of the Companys Common Stock as quoted on the NASDAQ
Small Cap Market on May 23, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Securities and Exchange
Commission by the Company (File No. 0-28894) are incorporated by reference in
the Registration Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended December
31, 1996.
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 1997 (the "March 10-QSB").
3. The Company's Current Reports on Form 8-K dated February 18, 1997,
March 31, 1997 and May 30, 1997.
4. The description of the Company's Common Stock contained in a
registration statement filed under the Securities Exchange Act of 1934, as
amended, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended, after the filing
date of the March 10-QSB and prior to the filing of a post-effective amendment
which indicates that all securities 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 of 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.
The Delaware General Corporation Law ("DGCL") contains provisions that
allow indemnification of the directors, officers and employees of the Company
and any of its direct or indirect subsidiaries. To be entitled to
indemnification, it must be determined that, in general terms, the person
acted in good faith and in a manner believed to be in, or not opposed to, the
best interests of Company and, with respect to a criminal action, had no
reasonable cause to believe his or her conduct was unlawful. Further, the
DGCL provides that to the extent a
director, officer or employee is successful on the merits or otherwise in
defense of an action, the Company shall indemnify such person against
expenses actually and reasonably incurred. Under the Federal Deposit
Insurance Act, as amended, both the Bank and the Company would be prohibited
from paying any indemnification with respect to any liability or legal
expense incurred by a director, officer or employee as result of an action or
proceeding by a federal banking agency resulting in a civil money penalty or
certain other remedies against such person.
Section 102(b)(7) of the DGCL enables corporations to adopt amendments
to their certificates of incorporation eliminating or limiting the liability
of directors to the corporation or its stockholders for monetary damages for
breach of fiduciary duties as a director, except for liability (i) for any
breach of the directors duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for payment of a
dividend or approval of a stock repurchase in violation of Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit. Section 102(b)(7) has no effect on the availability of
equitable remedies, such as an injunction or rescission, for breach of
fiduciary duties. At its meeting on March 28, 1997, the Companys Board of
Directors adopted a resolution proposing an amendment, subject to
stockholders approval, of the Companys Certificate of Incorporation to add a
new Article Thirteenth thereto which would eliminate directors liability to
the full extent permitted by Section 102(b)(7). The amendment, which was
approved by the stockholders on May 30, 1997, reads as follows:
"THIRTEENTH: A director shall not be personally liable for monetary
damages to the Corporation or its stockholders for breach of
fiduciary duty as a director except (a) for any breach of the
directors duty of loyalty to the Corporation or its stockholders,
(b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under
section 174 of the General Corporation Law of the State of Delaware
or any successor provision, or (d) for any transaction from which
the director derived an improper personal benefit."
Section 16 of Article III of the Company's Bylaws contains the following
provisions with respect to indemnification of directors and officers:
SECTION 16. INDEMNIFICATION. Each person who shall have
served as a director or an officer of the Corporation, or, at the
request of the Corporation, as a director or an officer of any
other corporation, partnership or joint venture, whether profit or
nonprofit, in which the Corporation (a) owns shares of capital
stock, (b) has an ownership interest, (c) is a member, or (d) is a
creditor, and regardless of whether or not such person is then in
office, and the heirs, executors, administrators and personal
representatives of any such person shall be indemnified by the
Corporation to the full extent of the authority of the Corporation
to so indemnify as authorized by the law of Delaware.
The Board of Directors has approved certain agreements with the Company's
directors and officers relating to indemnification of directors and officers.
Such agreements have been entered into with each director and officer. The
agreements provide for indemnification of directors and officers to the
fullest extent permitted by law, including advancement of litigation expenses
where appropriate.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of the
directors and officers out of their performance in such capacities or arising
on the part of the Company out of its foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (as amended through March 28, 1997).
4.3 Common Stock Specimen Certificate (incorporated by reference from the
Company's Registration Statement on Form 8-A, filed October 11, 1996,
SEC File No. 001-12309).
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney (See Signatures page in Part II).
99.1 Access Anytime Bancorp, Inc. Non-Employee Director Retainer Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) 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;
(2) to file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information
in the 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) 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.
(iii) Include any additional or changed material information on
the plan of distribution.
(3) that, for determining liability under the Securities Act, to
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.
(4) to file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer 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 small business issuer 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 small business issuer 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 caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Clovis, State of New Mexico, on May 30, 1997.
ACCESS ANYTIME BANCORP, INC.
By /s/ Norman R. Corzine
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Norman R. Corzine, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby authorizes Norman R. Corzine, Ken Huey, Jr., and each of them,
as attorneys-in fact, to sign in his name and behalf, individually and in
each capacity designated below, and to file any amendments, including
post-effective amendments, to this registration statement.
SIGNATURE CAPACITY DATE
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/s/ Norman R. Corzine Principal Executive Officer and Director May 30, 1997
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Norman R. Corzine
/s/ Ken Huey, Jr. Principal Financial Officer, Principal May 30, 1997
- ------------------------- Accounting Officer and Director
Ken Huey, Jr.
/s/ James A. Clark Director May 30, 1997
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James A. Clark
/s/ Carl Deaton Director May 30, 1997
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Carl Deaton
/s/ Charles Guthals Director May 30, 1997
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Charles Guthals
Director
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Cornelius Higgins
/s/ Robert Chad Lydick Director May 30, 1997
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Robert Chad Lydick
/s/ Thomas W. Martin, III Director May 30, 1997
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Thomas W. Martin, III
/s/ Allan M. Moorhead Director May 30, 1997
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Allan M. Moorhead
Director May 30, 1997
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David Ottensmeyer
INDEX OF EXHIBITS
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (incorporated by
reference from the Company's Registration Statement on Form 8-A,
filed October 11, 1996, SEC File No. 001-12309).
4.2 Bylaws of the Company (as amended through March 28, 1997).
4.3 Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form 8-A, filed
October 11, 1996, SEC File No. 001-12309).
5 Opinion of Counsel.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of attorney (See Signatures page in Part II).
99.1 Access Anytime Bancorp, Inc. Non-Employee Director Retainer Plan.