SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
AMES NATIONAL CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
IOWA 42-1039071
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
405 FIFTH STREET, AMES, IOWA 50010
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(Address of Principal Executive Offices) (Zip Code)
AMES NATIONAL CORPORATION STOCK PURCHASE PLAN
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(Full Title of the Plan)
DANIEL L. KRIEGER, 405 FIFTH STREET, AMES, IOWA 50010
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(Name and Address of Agent For Service)
(515) 232-6251
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title Of Each Class Of Amount To Be Offering Price Per Aggregate Offering Amount Of
Securities To Be Registered Registered Unit* Price Registration Fee
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COMMON STOCK, $5.00 PAR VALUE 98,000 shares $41.00 $4,018,000 $369.66
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* The proposed maximum offering price per share is the average bid and asked
price as of May 29, 2002.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Ames National Corporation (the "Company") will provide without charge, upon
written or oral request, a copy of the documents incorporated herein by
reference in Item 3 of Part II of this Registration Statement, or other
documents required to be delivered to participants pursuant to Rule 428(b) of
the Securities Act of 1933 (the "Securities Act"). The documents identified in
Item 3 of Part II are incorporated by reference into the Section 10(a)
prospectus. Requests for such copies should be directed to Daniel L. Krieger,
President, Ames National Corporation, 405 Fifth Street, Ames, Iowa 50010, (515)
232-6251.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
a) The Company's annual report on Form 10-K filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") for the
year ended December 31, 2001, which contains audited financial statements
for the Company's latest fiscal year.
b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred
to in (a) above.
c) The description of such class of securities which is contained in the
Company's registration statement on Form 10 filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
d) The Company's definitive proxy statement filed pursuant to Section 14 of
the Exchange Act in connection with the latest annual meeting of its
stockholders, and any definitive proxy or information statements so filed
in connection with any subsequent special meetings of its stockholders.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part thereof from
the date of the filing of such reports and 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 Bylaws of the Company mandate that the Company shall indemnify and advance
expenses to any person who was or is a party to, or is threatened to be made a
party to, any threatened or pending claim or action by reason of the fact that
such person (i) is or was a director or officer of the Company, or (ii) while a
director, officer or employee of the Company, is or was serving at the request
of the Company as a director, officer, employee, agent or in another capacity
with another corporation, partnership, joint venture, trust or other enterprise,
to the maximum extent the Company is empowered to indemnify and advance expenses
to a director under the Iowa Business Corporation Act (the "Act"). Such
indemnification is, however, conditional upon the Company being afforded the
opportunity to participate directly on behalf of such person in such claim or
action and, with respect to any settlement or other non-adjudicated disposition
of any threatened or pending claim or action, upon the prior approval by the
Company of the proposed settlement or non-adjudicated disposition. The right to
indemnification includes the right to payment or reimbursement by the Company of
reasonable expenses incurred in connection with any such claim or action in
advance of its final disposition, provided the person seeking reimbursement of
expenses complies with certain procedures outlined in the Act for obtaining such
reimbursement. Under the Act, a corporation is authorized to indemnify a
director, officer, employee or agent if the person acted in good faith and if
the person reasonably believed: (i) in the case of conduct in the person's
official capacity with the corporation, that the person's conduct was in the
corporation's best interests; or (ii) in all other cases, that the person's
conduct was at least not opposed to the corporation's best interests. To the
extent that the indemnification provisions of the Bylaws may provide
indemnification to directors, officers, employees and agents of the Company for
liabilities arising under the Securities Act, the Company has been informed that
in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
4 Instruments defining rights of security holders, including indentures:
4(a) Restated Articles of Incorporation of the Company
4(b) Bylaws of the Company
5 Opinion re: Legality
15 Letter re: Unaudited Interim Financial Information. Not applicable
23 Consents of Experts and Counsel
23(a) Consent of KPMG LLP
23(b) Consent of McGladrey & Pullen, LLP
23(c) Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien
24 Power of Attorney. Not Applicable
99 Additional Exhibits:
99(a) Ames National Corporation Stock Purchase Plan
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; (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, represents a fundamental change in the
information set forth in this Registration Statement; (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 (a)(1)(i) and (a)(1)(ii) shall 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 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 offered therein, and the offering of such
securities at that time shall 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 purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or Section 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 this 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.
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(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Exchange Act and, where interim financial
information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act 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 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 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 Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
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 Ames, State of Iowa on the third day of June, 2002.
AMES NATIONAL CORPORATION
By /s/ Daniel L. Krieger
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Daniel L. Krieger
President
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
date indicated.
Signature Title
/s/ Daniel L. Krieger President and Director
-------------------------------------------- June 3, 2002
Daniel L. Krieger
(principal executive officer)
/s/ John P. Nelson Vice President and Secretary
-------------------------------------------- June 3, 2002
John P. Nelson
(principal accounting and financial officer)
/s/ Robert W. Stafford Chairman and Director
-------------------------------------------- June 3, 2002
Robert W. Stafford
/s/ Betty A. Baudler
-------------------------------------------- Director
Betty A. Baudler June 3, 2002
/s/ James R. Larson II
-------------------------------------------- Director
James R. Larson II June 3, 2002
/s/ Marvin J. Walter
-------------------------------------------- Director
Marvin J. Walter June 3, 2002
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AMES NATIONAL CORPORATION
FORM S-8 REGISTRATION STATEMENT
Exhibit Index
Reg. S-K
Item 601
Exhibit No.
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4(a) Restated Articles of Incorporation filed as Exhibit 3.1 to
the Registration Statement on Form 10 filed on April 30,
2001 are incorporated herein by reference.
4(b) Bylaws filed as Exhibit 3 to the quarterly report on Form 10-Q
filed on August 14, 2001 are incorporated herein by reference.
5 Opinion re: Legality of Nyemaster, Goode, Voigts, West,
Hansell & O'Brien, Counsel to Registrant
23(a) Consent of KPMG LLP
23(b) Consent of McGladrey & Pullen, LLP
23(c) Consent of Nyemaster, Goode, Voigts, West, Hansell & O'Brien,
Counsel to Registrant (included as part of Exhibit 5)
99(a) Ames National Corporation Stock Purchase Plan
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