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As filed with the Securities and Exchange Commission on July 2, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Allied Capital Corporation II
(Exact name of registrant as specified in its charter)
Maryland 52-1628801
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1666 K Street, N.W.
Washington, D.C. 20006
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(Address of principal executive offices) (Zip Code)
Allied Capital Corporation II Stock Option Plan
(Full title of the plan)
William L. Walton, Chief Executive Officer
c/o Allied Capital Advisers, Inc.
1666 K Street, N.W.
Washington, D.C. 20006
(Name and address of agent for service)
(202) 331-1112
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Per Aggregate Offering Amount of
to be Registered be Registered Unit Price Registration Fee
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Common stock 606,490 $21.31 $12,924,301.90* $3,916.46
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* Included solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933 and are based upon the average of the high and
low price per share of Allied Capital Corporation II Common Stock on the Nasdaq
National Market System on June 27, 1997.
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 employee benefit plan(s) described herein.
Pursuant to Rule 429 of the Securities Act of 1933, as amended, the prospectus
constituting Part I of this registration statement also relates to
unexercised options on 704,694 shares of the registrant's common stock
previously registered
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on Form S-8 (Commission File No. 33-78392) but unsold as of the date hereof.
The filing fee previously paid in connection with such securities is $3,432.35.
This registration statement is being filed solely in order to register an
additional 606,490 shares of the registrant's common stock to be issued upon
the exercise of options granted under the Allied Capital Corporation II Stock
Option Plan (the "Plan"). A registration statement on Form S-8 has previously
been filed with the Securities and Exchange Commission (Commission File No.
33-78392) in connection with shares issuable under the Plan, and the contents
of that registration statement are incorporated herein by reference thereto.
PART II
Item 8. Exhibits
See Exhibit Index.
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POWERS OF ATTORNEY
LET IT BE KNOWN that each officer or director whose signature appears in
paragraph (b) under "SIGNATURES" below appoints William L. Walton and Joan M.
Sweeney, jointly and severally, his/her attorneys-in-fact, with power of
substitution, for him/her in all capacities, to sign amendments and
post-effective amendments to the Registration Statement of the Allied Capital
Corporation II Stock Option Plan and to file such amendments with exhibits with
the Securities and Exchange Commission, hereby ratifying all that each
attorney-in-fact may do or cause to be done by virtue of this power.
SIGNATURES
(a) THE REGISTRANT. 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 Washington, District of
Columbia, on the 26th day of June, 1997.
ALLIED CAPITAL CORPORATION II
By: /s/ William L. Walton
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Name: William L. Walton
Title: Chief Executive Officer
(b) 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.
/s/ William L. Walton Chairman and June 26, 1997
- -------------------------------------------- Chief Executive Officer
William L. Walton (Principal Executive Officer)
/s/ George C. Williams Director June 26, 1997
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George C. Williams
/s/ John D. Firestone Director June 26, 1997
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John D. Firestone
/s/ Lawrence I. Hebert Director June 26, 1997
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Lawrence I. Hebert
/s/ Smith T. Wood Director June 26, 1997
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Smith T. Wood
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/s/ John D. Reilly Director June 26, 1997
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John D. Reilly
/s/John Leahy Director June 26, 1997
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John Leahy
/s/ Jon A. DeLuca Principal and June 26, 1997
- ----------------------------------------------- Chief Financial Officer
Jon A. DeLuca (Principal Financial and
Accounting Officer)
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Compensation Committee of the Company's Board of Directors has duly caused this
Registration Statement to be signed by the undersigned on behalf of the Allied
Capital Corporation II Stock Option Plan, thereunto duly authorized in the City
of Washington, District of Columbia, on the 26th day of June, 1997.
Allied Capital Corporation II
Stock Option Plan
By: /s/ John D. Reilly
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John D. Reilly, Chairman of Allied Capital
Corporation II Compensation Committee
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EXHIBIT INDEX
Exhibit Number Exhibit Name
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4 Allied Capital Corporation II Stock Option
Plan, as amended
5 Opinion of Sutherland Asbill & Brennan
15 Omitted -- Not applicable
23 (a) Consent of Matthews Carter & Boyce PC
(b) Consent of Counsel -- See Exhibit 5.
24 Powers of Attorney
These documents form part of the
Signature Pages.
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