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 registrant's Principal Executive Offices)
ACCESS ANYTIME BANCORP, INC. 1997 STOCK OPTION AND INCENTIVE 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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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price per aggregate Amount of
to be registered registered unit(1) offering price (1) registration fee
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Common Stock 180,000 shares $5.625 $1,012,500 $306.82
$.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 Company's 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 director's 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 Company's Board of
Directors adopted a resolution proposing an amendment, subject to
stockholders' approval, of the Company's 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 director's 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. 1997 Stock Option
and Incentive 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 registrant's 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 plan's 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
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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. 1997 Stock Option and Incentive
Plan.