UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
JUNE 15, 2005
Date of Report (Date of Earliest Event Reported)
AMES NATIONAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
IOWA 0-32637 42-1039071
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
405 FIFTH STREET
AMES, IOWA 50010
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (515) 232-6251
NOT APPLICABLE
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On June 15, 2005, a special meeting of shareholders of Ames National
Corporation ("Company") was held to consider and vote upon proposed amendments
to the Restated Articles of Incorporation of the Company (the "Restated
Articles"). Both amendments submitted to shareholders for consideration were
approved. The first amendment increases the number of shares of the Company's
authorized common stock from 6,000,000 to 18,000,000 shares and reduces the par
value of the stock from $5.00 to $2.00 per share. The primary purpose for
increasing the Company's authorized common stock is to accommodate a
three-for-one stock split that had previously been approved by the Board of
Directors, subject to shareholder approval of the amendment increasing the
authorized common stock. The second amendment adopts certain provisions relating
to the limitation of liability of directors for monetary damages and
indemnification of directors and officers as authorized by recent amendments to
the Iowa Business Corporation Act. As amended, the Restated Articles: (i)
eliminate the personal liability of a director to the Company or its
shareholders for monetary damages for any action taken, or any failure to take
any action, as a director, except for liability (a) for the amount of a
financial benefit received by a director to which the director is not entitled,
(b) an intentional infliction of harm on the corporation or the shareholders,
(c) a dividend or other distribution declared in violation of the applicable
provisions of the Iowa Business Corporation Act, or (d) an intentional violation
of criminal law; and (ii) provide that the Company shall indemnify a director or
officer against liability for any action taken, or any failure to take any
action, as a director or officer, except liability arising from (a) receipt of a
financial benefit by the director or officer to which he or she is not entitled,
(b) an intentional infliction of harm on the Company or the shareholders, (c) a
dividend or other distribution declared in violation of the applicable
provisions of the Iowa Business Corporation Act, or (d) an intentional violation
of criminal law. The amendments to the Restated Articles will become effective
on July 1, 2005.
The Bylaws of the Company have also been amended by the Board of Directors.
The Board of Directors approved the repeal of Article 9 of the Bylaws dealing
with indemnification of officers and directors, contingent upon the approval of
the proposed amendment to the Restated Articles authorizing the indemnification
of directors and officers in accordance with recent amendments to the Iowa
Business Corporation Act. Upon approval of this amendment to the Restated
Articles at the special of meeting of shareholders held on June 15, 2005, the
condition to repeal of Article of 9 was satisfied and Article 9 will be repealed
simultaneous with the effective date of the amendment to the Restated Articles
authorizing indemnification of directors and officers. As noted above, the
effective date of the amendments will be July 1, 2005.
Copies of the Restated Articles, as amended, and the Bylaws, as amended,
are attached hereto as Exhibits 3.1 and 3.2, respectively.
Item 8.01 Other Events
On June 16, 2005, the Company issued a press release announcing that the
shareholders of the Company had approved an amendment to the Restated Articles
increasing the Company's authorized common stock from 6 million to 18 million
shares and reducing the par value of such common stock from $5.00 to $2.00 per
share. The purpose of the amendment is to provide a sufficient number of shares
of authorized common stock to accommodate a 3-for-1 stock split previously
approved by the Board of Directors of the Company on May 11, 2005. The stock
split will be effective July 15, 2005 for holders of record as of July 1, 2005.
A copy of the press release is attached hereto as Exhibit 99.1.
Section 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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3.1 Restated Articles of Incorporation, as amended
3.2 Bylaws, as amended
99.1 Press Release dated June 16, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMES NATIONAL CORPORATION
Date: June 16, 2005 By: /s/ Daniel L. Krieger
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Daniel L. Krieger, President
(Principal Executive Officer)
EXHIBIT INDEX
Exhibit No. Description
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3.1 Restated Articles of Incorporation, as amended
3.2 Bylaws, as amended
99.1 Press Release dated June 16, 2005