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<P align="center" style="font-size: 10pt">As filed with the Securities and Exchange Commission on April&nbsp;27, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-________



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<P align="center" style="font-size: 14pt">SECURITIES AND EXCHANGE COMMISSION

<DIV align="center" style="font-size: 12pt">Washington, D.C. 20549
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>

<DIV align="center" style="font-size: 12pt">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</DIV>


<P align="center" style="font-size: 24pt"><B>Access National Corporation</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>Virginia</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>82-0545425</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>

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</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>1800 Robert Fulton Drive, Suite&nbsp;300</B></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Reston, Virginia</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20191</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>

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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>Access National Corporation 1999 Stock Option Plan<BR>
(As Restated Effective April&nbsp;22, 2003)</B><BR>
(Full title of the plan)



<P align="center" style="font-size: 10pt"><B>Michael W. Clarke<BR>
President and Chief Executive Officer<BR>
Access National Corporation<BR>
1800 Robert Fulton Drive, Suite&nbsp;300<BR>
Reston, Virginia 20191<BR>
(703)&nbsp;871-2100</B><BR>
(Name, address and telephone number, including area code, of agent for service)



<P align="center" style="font-size: 10pt">The Commission is requested to mail signed copies of all orders, notices and communications to:



<P align="center" style="font-size: 10pt"><B>Jacob A. Lutz, III, Esq.<BR>
Troutman Sanders LLP<BR>
1111 East Main Street<BR>
Bank of America Center<BR>
Richmond, Virginia 23219<BR>
Telephone: (804)&nbsp;697-1490<BR>
Facsimile: (804)&nbsp;698-6014</B>



<P align="center" style="font-size: 10pt"><HR size="1" noshade width="100%" align="center">
<DIV align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B><BR>
<HR size="1" noshade width="100%" align="center"></DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Proposed maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B> Title of each class of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>offering price per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>aggregate offering</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>securities to be registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>registration fee</B><HR size="1" noshade></TD>
</TR>

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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock, $1.67 par
value, to be issued under
Access National
Corporation 1999 Stock
Option Plan (As Restated
Effective April&nbsp;22, 2003)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" nowrap>975,000 shares<SUP>(1)</SUP>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$5.73<SUP>(2)</SUP>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">$5,586,750 <SUP>(2)</SUP>
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">$</TD>
    <TD align="right" valign="top">707.84</TD>
    <TD nowrap valign="top">&nbsp;</TD>
</TR>

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</TABLE>
</DIV>


<P align="left" style="font-size: 10pt"><SUP>(1)</SUP> Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
1933 Act), includes an indeterminate number of additional shares that may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions as provided in the Plan.


<P align="left" style="font-size: 10pt"><SUP>(2)</SUP> Pursuant to Rule&nbsp;457(h)(1) under the 1933 Act, the offering price is based
on the book value of the shares computed as of February&nbsp;28, 2004.



<P>
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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 "Part I &#151; Information Required in the Section&nbsp;10(a) Prospectus" -->

<P align="center" style="font-size: 10pt"><B>Part I &#151; Information Required in the Section&nbsp;10(a) Prospectus</B>


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<P align="left" style="font-size: 10pt"><B>Item&nbsp;1. </B><U><B>Plan Information</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not required to be filed.*

<!-- link2 "Item&nbsp;2. Registrant Information and Employee Plan Annual Information" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;2. </B><U><B>Registrant Information and Employee Plan Annual Information</B></U><B>.</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">*</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Information required by Part&nbsp;I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
the Note to Part&nbsp;I of Form S-8 and Rule&nbsp;428.</TD>
</TR>

</TABLE>

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<P align="center" style="font-size: 10pt"><B>Part II &#151; Information Required in the Registration Statement</B>


<!-- link2 "Item&nbsp;3. Incorporation of Documents by Reference" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;3. </B><U><B>Incorporation of Documents by Reference</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Access National Corporation (the Company or the Registrant) hereby
incorporates by reference into this registration statement the following
documents:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Form&nbsp;10-KSB/A for the fiscal year ended December&nbsp;31, 2003, as
filed on April&nbsp;23, 2004 (file number 333-109125);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Company&#146;s Annual Report on Form 10-KSB for the fiscal
year ended December&nbsp;31, 2003, as filed on March&nbsp;30, 2004 (file
number 333-109125);</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Current Report on Form&nbsp;8K12G3/A, as filed on September
24, 2003 (file number 333-109125); and</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The Current Report on Form&nbsp;8K15D5, as filed on September
24, 2003 (file number 333-109125).</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents filed by the Registrant subsequent to the date of this
registration statement pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the 1934 Act) and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall also be deemed to be incorporated by reference into this
registration statement and to be a part hereof from their respective dates of
filing.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in this registration statement shall be deemed to
be modified or superseded to the extent that a statement contained in a
subsequently filed document which is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.


<P align="center" style="font-size: 10pt">1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 "Item&nbsp;4. Description of Securities" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;4. </B><U><B>Description of Securities</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The articles of incorporation authorize the Company to issue 30,000,000
shares of common stock, par value $1.67, of which 3,477,360 shares are issued
and outstanding as of March&nbsp;31, 2004, and, as of March&nbsp;31, 2004, the Company
has stock options for 595,168 shares of common stock issued and outstanding, of
which 282,087 are exercisable. The Company also has two groups of outstanding
common stock warrants: Series&nbsp;A and Series&nbsp;B. As of March&nbsp;31, 2004, there were
526,860 Series&nbsp;A warrants, of which 511,860 had vested and were exercisable at
any time to and including December&nbsp;1, 2006, at which time they expire. The
remaining 15,000 of the Series&nbsp;A warrants will vest on December&nbsp;31, 2004, from
which date they will be exercisable at any time to and including December&nbsp;1,
2006, at which time they will expire. As of March&nbsp;31, 2004, there were 484,500
Series&nbsp;B warrants that are exercisable at any time to and including June&nbsp;4,
2004, at which time the Series&nbsp;B warrants expire. The common stock underlying
both the Series&nbsp;A and the Series&nbsp;B warrants has been registered under the 1933
Act. All outstanding shares of common stock are fully paid and nonassessable.
The Company&#146;s board of directors may issue shares of its common stock from time to time for such consideration as the
board may deem advisable without further shareholder approval, subject to the
maximum authorized common stock provided in the Company&#146;s articles of
incorporation. No class of stock other than common stock is authorized by the
Company&#146;s articles of incorporation. Certain characteristics of the Company&#146;s
common stock are summarized below:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Dividend policy</I></B></U>. The Company may pay dividends as and when determined by
the board of directors after consideration of the Company&#146;s earnings, general
economic conditions, financial condition and other factors as may be
appropriate in determining dividend policy. To date, the Company has not paid
any dividends, and has chosen to retain earnings to support the Company&#146;s
long-term growth. Holders of the Company&#146;s common stock are entitled to
receive and share equally in any dividends declared by the board of directors.
Upon the Company&#146;s liquidation, dissolution or winding up, whether voluntary or
involuntary, holders of the Company&#146;s common stock are entitled to share
ratably, after satisfaction in full of all of the Company&#146;s liabilities, in all
of the Company&#146;s remaining assets available for distribution.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Conversion rights</I></B></U>. Holders of the Company&#146;s common stock have no rights
to convert their common stock into any other securities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Sinking fund and redemption provisions</I></B></U>. There are no sinking fund or
redemption provisions applicable to the common stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Voting rights</I></B></U>. Holders of the Company&#146;s common stock are entitled to one
vote per share on all matters submitted to shareholder vote. If a quorum
exists, action on a matter is approved by a majority of the votes cast within
the voting group, unless a greater vote is required by law or the Company&#146;s
articles of incorporation (except that in elections of directors those
receiving the greatest number of votes are elected even though less that a
majority).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Classification of the Board of Directors</I></B></U>. The Company&#146;s board of
directors is divided into three classes, Class&nbsp;I, Class&nbsp;II, and Class&nbsp;III as
nearly equal in number as possible. The successors to the class of directors
whose terms expire are identified as being of the same class as the directors
they succeed and elected to hold office for a term expiring at the third
succeeding annual meeting of shareholders when directors are elected and
qualified.


<P align="center" style="font-size: 10pt">2
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Cumulative voting rights and preemptive rights</I></B></U>. Holders of the Company&#146;s
common stock have no cumulative voting rights or preemptive rights.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Liquidation rights</I></B></U>. In the event of any liquidation, dissolution or
winding up of the Company, after payment or provision for payment in full of
all debts and other liabilities of the Company, the remaining net assets of the
Company will be distributed ratably among the holders of the Company&#146;s common
stock.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Further Assessments</I></B></U>. Article&nbsp;7 of the Virginia Stock Corporation Act
provides that a purchaser of common stock is not liable to the corporation or
its creditors with respect to the shares issued to the purchaser, except to pay
the consideration for the shares that the purchaser is issued.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Restrictions on Alienability</I></B></U>. There is no restriction on alienability of
the securities to be registered.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Other Provisions</I></B></U>. There is no provision discriminating against any
existing or prospective holder of the securities as a result of any securities
holder owning a substantial amount of securities.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Provisions which may affect changes in control</I></B></U>. Articles 14 and 14.1 of
the Virginia Stock Corporation Act contain provisions regarding affiliated
transactions and control share acquisitions. Both the affiliated transactions
statute and the control share acquisitions statute apply to Virginia
corporations with more than 300 shareholders. As of March&nbsp;31, 2004, the
Company had approximately 400 holders of record. These provisions could have
an anti-takeover effect, thereby reducing the control premium that might
otherwise be reflected in the value of the Company&#146;s common stock. Although
Virginia corporations are permitted to opt out of these provisions, the Company
has not done so. Below is a summary of the key provisions of these Articles.
You should read the actual provisions of the Virginia Stock Corporation Act for
a complete understanding of the restrictions that these provisions place on
affiliated transactions and control share acquisitions.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Affiliated transactions statute</I></B></U>. Article&nbsp;14 of the Virginia Stock
Corporation Act governs &#147;affiliated transactions,&#148; or transactions between a
Virginia corporation and an &#147;interested shareholder.&#148; &#147;Interested
shareholders&#148; are holders of more than 10% of any class of a corporation&#146;s
outstanding voting shares. Subject to certain exceptions discussed below, the
affiliated transactions statute requires that, for three years following the
date upon which any shareholder becomes an interested shareholder, any affiliated
transaction must be approved by the affirmative vote of holders of two-thirds
of the outstanding shares of the corporation entitled to vote, other than the
shares beneficially owned by the interested shareholder, and by a majority (but
not less than two) of the &#147;disinterested directors.&#148; The affiliated
transactions statute defines a disinterested director as a member of a
corporation&#146;s board of directors who either (i)&nbsp;was a member before the later
of January&nbsp;1, 1988 or the date on which an interested shareholder became an
interested shareholder or (ii)&nbsp;was recommended for election by, or was elected
to fill a vacancy and received the affirmative vote of, a majority of the
disinterested directors then on the corporation&#146;s board of directors. At the
expiration of the three year period after a shareholder becomes an interested
shareholder, these provisions require that any affiliated transaction be
approved by the affirmative vote of the holders of two-thirds of the
outstanding shares of the corporation entitled to vote, other than those
beneficially owned by the interested shareholder.


<P align="center" style="font-size: 10pt">3
</DIV>

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<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The principal exceptions to the special voting requirement apply to
affiliated transactions occurring after the three year period has expired and
require either that the affiliated transaction be approved by a majority of the
corporation&#146;s disinterested directors or that the transaction satisfy specific
statutory fair price requirements. In general, the fair price requirements
provide that the shareholders must receive for their shares the higher of: the
highest per share price paid by the interested shareholder for his or its
shares during the two year period prior to becoming an interested shareholder,
or the fair market value of the shares. The fair price requirements also
require that, during the three years preceding the announcement of the proposed
affiliated transaction, all required dividends have been paid and no special
financial accommodations have been accorded the interested shareholder, unless
approved by a majority of the disinterested directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B><I>Control share acquisitions statute</I></B></U>. With specific enumerated exceptions,
Article&nbsp;14.1 of the Virginia Stock Corporation Act applies to acquisitions of
shares of a corporation which would result in an acquiring person&#146;s ownership
of the corporation&#146;s shares entitled to be voted in the election of directors
falling within any one of the following ranges: 20% to 33-1/3%, 33-1/3% to 50%
or 50% or more. Shares that are the subject of a control share acquisition
will not be entitled to voting rights unless the holders of a majority of the
&#147;disinterested shares&#148; vote at an annual or special meeting of shareholders of
the corporation to accord the control shares with voting rights. Disinterested
shares are those outstanding shares entitled to be voted that are not owned by
the acquiring person or by officers and inside directors of the target company.
Under specific circumstances, the control share acquisitions statute permits
an acquiring person to call a special shareholders&#146; meeting for the purpose of
considering granting voting rights to the holders of the control shares. As a
condition to having this matter considered at either an annual or special
meeting, the acquiring person must provide shareholders with detailed
disclosures about his or its identity, the method and financing of the control
share acquisition and any plans to engage in specific transactions with, or to
make fundamental changes to, the corporation, its management or business.
Under specific circumstances, the control share acquisitions statute grants
dissenters&#146; rights to shareholders who vote against granting voting rights to
the control shares. Among the acquisitions specifically excluded from the
control share acquisitions statute are acquisitions which are a part of certain
negotiated transactions to which the corporation is a party and which, in the
case of mergers or share exchanges, have been approved by the corporation&#146;s
shareholders under other provisions of the Virginia Stock Corporation Act.

<!-- link2 "Item&nbsp;5. Interests of Named Experts and Counsel" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;5. </B><U><B>Interests of Named Experts and Counsel</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 "Item&nbsp;6. Indemnification of Directors and Officers" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;6. </B><U><B>Indemnification of Directors and Officers</B></U><B>.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI of the Company&#146;s articles of incorporation limits the liability
of the Company&#146;s directors and officers to the Company and its shareholders to
the full extent permitted by the Virginia Stock Corporation Act as now and
hereafter in effect. The Virginia Stock Corporation Act places a limit on the
liability of a director or officer in derivative or shareholder proceedings
equal to the lesser of (i)&nbsp;the amount specified in the corporation&#146;s articles
of incorporation or a shareholder-approved bylaw; or (ii)&nbsp;the greater of (a)
$100,000 or (b)&nbsp;twelve months of cash compensation received by the director or
officer. The Company&#146;s articles of incorporation provide that the Company&#146;s
directors and officers will not be monetarily liable to the Company or the
Company&#146;s shareholders, if such limitation is permissible under the Virginia
Stock Corporation Act. This limitation does not apply in the event the
director or officer has engaged in willful misconduct or a knowing violation of a
criminal law or a federal or state securities law. The effect of the Company&#146;s
articles of incorporation, together with the Virginia Stock Corporation Act, is
to eliminate liability of directors and officers for monetary damages in
derivative or shareholder proceedings so long as the required standard of
conduct is met.



<P align="center" style="font-size: 10pt">4
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI of the Company&#146;s articles of incorporation also mandates
indemnification of the Company&#146;s directors and officers to the full extent permitted by
the Virginia Stock Corporation Act. The Virginia Stock Corporation Act permits
a corporation to indemnify its directors and officers against liability
incurred in all proceedings, including derivative proceedings, arising out of
their service to the corporation or to other corporations or enterprises that
the officer or director was serving at the request of the corporation, except
in the case of willful misconduct or a knowing violation of a criminal law.
The Company is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted the Company&#146;s directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company have been advised that
in the opinion of the Securities and Exchange Commission (the Commission) such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.

<!-- link2 " Item&nbsp;7. Exemption from registration claimed" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;7. <U>Exemption from Registration Claimed</U>.</B>



<P align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt">Not applicable.

<!-- link2 " Item&nbsp;8. Exhibits" -->

<P align="left" style="font-size: 10pt"><B>Item&nbsp;8. <U>Exhibits</U>.</B>



<P align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt">An Exhibit&nbsp;Index appears at page 9 hereof.

<!-- link2 " Item&nbsp;9. Undertakings" -->

<P align="left" style="font-size: 10pt">
<B>Item&nbsp;9. <U>Undertakings</U>.</B>



<P align="left" style="margin-left: 6%; text-indent: -3%; margin-right: 0%; font-size: 10pt">(a)&nbsp;The undersigned Registrant hereby undertakes that it will:


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(1)&nbsp;File, during any period in which it offers or sells securities,
a post-effective amendment to this registration statement to:


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(i)&nbsp;Include any prospectus required by section 10(a)(3) of
the 1933 Act;


<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(ii)&nbsp;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 an price
represent no more than 20% change in the maximum aggregate
offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement;


<P align="center" style="font-size: 10pt">5
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="margin-left: 9%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(iii)&nbsp;Include any additional or changed material information
on the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the 1934 Act
that are incorporated by reference in the registration statement.


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(2)&nbsp;For determining liability under the 1933 Act, 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.


<P align="left" style="margin-left: 6%; text-indent: 0%; margin-right: 0%; font-size: 10pt">(3)&nbsp;File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant&#146;s annual report pursuant to section 13(a)
or section 15(d) of the 1934 Act (and, where applicable, each filing
of an employee benefit plan&#146;s annual report pursuant to section
15(d) of the 1934 Act) 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.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Insofar as indemnification for liabilities arising under the
1933 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 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 1933 Act and will be governed by the final
adjudication of such issue.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">6
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<!-- link1 " SIGNATURES" -->

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the 1933 Act, 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 Reston,
Virginia, on April&nbsp;27, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="55%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>Access National Corporation</B></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Registrant)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Michael W. Clarke
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Michael W. Clarke<br>

President and Chief Executive Officer<br>

and Director&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">7
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><B>POWERS OF ATTORNEY<BR>
AND<BR>
SIGNATURES</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael W. Clarke as attorney-in-fact for
him and in his name and on his behalf as a director and/or officer of Access
National Corporation to prepare, execute and file any and all amendments,
including post-effective amendments, or supplements to this registration
statement on Form S-8, and other documents (including any necessary amendments
thereof) which such attorney-in-fact may deem appropriate or necessary and to
cause the same to be filed with the Commission.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities indicated below on
this 27th day of April, 2004.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Signature</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>Title</B></TD>
</TR>

<TR valign="bottom">

<TD align="center" valign="top"><HR noshade size="1" width="50%" align="center"></TD>
    <TD>&nbsp;</TD>
<TD align="center" valign="top"><HR noshade size="1" width="40%" align="center"></TD>
</TR>



<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Michael W. Clarke
<HR size="1" noshade>
Michael W. Clarke
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">President and Chief Executive Officer <br>
and Director<br>
(Principal Executive Officer)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Charles Wimer
<HR size="1" noshade>
Charles Wimer
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Vice President and Chief Financial<br>
Officer (Principal Accounting Officer and <br>
Principal Financial Officer)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ J. Randolph Babbitt
<HR size="1" noshade>
J. Randolph Babbitt
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ John W. Edgemond, IV
<HR size="1" noshade>
John W. Edgemond, IV
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James L. Jadlos
<HR size="1" noshade>
James L. Jadlos
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>


<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Thomas M. Kody
<HR size="1" noshade>
Thomas M. Kody
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jacques Rebibo
<HR size="1" noshade>
Jacques Rebibo
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Chairman of the Board<br>
and Director</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Robert C. Shoemaker
<HR size="1" noshade>
Robert C. Shoemaker
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Executive Vice President<br>
and Corporate Secretary and Director</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">8
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 " EXHIBIT INDEX" -->

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>



<P align="left" style="font-size: 10pt">Exhibit<br>
<U>Number</U>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="95%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Articles of Incorporation of Access National Corporation, as
amended on March&nbsp;26 and April&nbsp;19, 2004, incorporated herein by
reference to Exhibit&nbsp;3.1 to Form&nbsp;10-KSB/A, filed April&nbsp;23, 2004, file
number 333-109125.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Bylaws of Access National Corporation, incorporated herein by
reference to Exhibit&nbsp;3.2 to Form&nbsp;8-K 12g-3, filed July&nbsp;19, 2002, file
number 000-49929.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Troutman Sanders LLP with respect to the validity of
the Common Stock under the Plan, filed herewith.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Troutman Sanders LLP, contained in the opinion filed as Exhibit&nbsp;5 hereto.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Yount, Hyde &#038; Barbour, P.C., independent public accountants, filed herewith.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Powers of Attorney of directors and officers of Access National Corporation, on page 8 herein.</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">99
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Access National Corporation 1999 Stock Option Plan (As
Restated Effective April&nbsp;22, 2003), filed herewith.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">9
</DIV>

</BODY>
</HTML>
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{"company-data": {"conformed-name": "ACCESS NATIONAL CORP", "cik": "0001176316", "assigned-sic": "6035", "irs-number": "820545425", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114897", "film-number": "04756377"}, "business-address": {"street1": "14006 LEE JACKSON MEMORIAL HWY", "city": "CHANTILY", "state": "VA", "zip": "20151", "phone": "7038712100"}, "mail-address": {"street1": "14006 LEE JACKSON MEMORIAL HWY", "city": "CHANTILY", "state": "VA", "zip": "20151"}}
sv8
As filed with the Securities and Exchange Commission on April 27, 2004
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Access National Corporation
(Exact name of registrant as specified in its charter)
Virginia
82-0545425
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
1800 Robert Fulton Drive, Suite 300
Reston, Virginia
20191
(Address of principal executive offices)
(Zip Code)
Access National Corporation 1999 Stock Option Plan
(As Restated Effective April 22, 2003)
(Full title of the plan)
Michael W. Clarke
President and Chief Executive Officer
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
(703) 871-2100
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and communications to:
Jacob A. Lutz, III, Esq.
Troutman Sanders LLP
1111 East Main Street
Bank of America Center
Richmond, Virginia 23219
Telephone: (804) 697-1490
Facsimile: (804) 698-6014
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum
Title of each class of
Amount to be
offering price per
aggregate offering
Amount of
securities to be registered
registered
share
price
registration fee
Common Stock, $1.67 par
value, to be issued under
Access National
Corporation 1999 Stock
Option Plan (As Restated
Effective April 22, 2003)
975,000 shares
(1)
$5.73
(2)
$5,586,750
(2)
$
707.84
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
1933 Act), includes an indeterminate number of additional shares that may be
offered and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions as provided in the Plan.
(2)
Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price is based
on the book value of the shares computed as of February 28, 2004.
Part I — Information Required in the Section 10(a) Prospectus
Item 1.
Plan Information
.
Not required to be filed.*
Item 2.
Registrant Information and Employee Plan Annual Information
.
*
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with
the Note to Part I of Form S-8 and Rule 428.
Part II — Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
.
Access National Corporation (the Company or the Registrant) hereby
incorporates by reference into this registration statement the following
documents:
(a)
Form 10-KSB/A for the fiscal year ended December 31, 2003, as
filed on April 23, 2004 (file number 333-109125);
(b)
The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003, as filed on March 30, 2004 (file
number 333-109125);
(c)
The Current Report on Form 8K12G3/A, as filed on September
24, 2003 (file number 333-109125); and
(d)
The Current Report on Form 8K15D5, as filed on September
24, 2003 (file number 333-109125).
All documents filed by the Registrant subsequent to the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 (the 1934 Act) and prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall also be deemed to be incorporated by reference into this
registration statement and to be a part hereof from their respective dates of
filing.
Any statement contained in this registration statement shall be deemed to
be modified or superseded to the extent that a statement contained in a
subsequently filed document which is, or is deemed to be, incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement.
1
Item 4.
Description of Securities
.
The articles of incorporation authorize the Company to issue 30,000,000
shares of common stock, par value $1.67, of which 3,477,360 shares are issued
and outstanding as of March 31, 2004, and, as of March 31, 2004, the Company
has stock options for 595,168 shares of common stock issued and outstanding, of
which 282,087 are exercisable. The Company also has two groups of outstanding
common stock warrants: Series A and Series B. As of March 31, 2004, there were
526,860 Series A warrants, of which 511,860 had vested and were exercisable at
any time to and including December 1, 2006, at which time they expire. The
remaining 15,000 of the Series A warrants will vest on December 31, 2004, from
which date they will be exercisable at any time to and including December 1,
2006, at which time they will expire. As of March 31, 2004, there were 484,500
Series B warrants that are exercisable at any time to and including June 4,
2004, at which time the Series B warrants expire. The common stock underlying
both the Series A and the Series B warrants has been registered under the 1933
Act. All outstanding shares of common stock are fully paid and nonassessable.
The Company's board of directors may issue shares of its common stock from time to time for such consideration as the
board may deem advisable without further shareholder approval, subject to the
maximum authorized common stock provided in the Company's articles of
incorporation. No class of stock other than common stock is authorized by the
Company's articles of incorporation. Certain characteristics of the Company's
common stock are summarized below:
Dividend policy
. The Company may pay dividends as and when determined by
the board of directors after consideration of the Company's earnings, general
economic conditions, financial condition and other factors as may be
appropriate in determining dividend policy. To date, the Company has not paid
any dividends, and has chosen to retain earnings to support the Company's
long-term growth. Holders of the Company's common stock are entitled to
receive and share equally in any dividends declared by the board of directors.
Upon the Company's liquidation, dissolution or winding up, whether voluntary or
involuntary, holders of the Company's common stock are entitled to share
ratably, after satisfaction in full of all of the Company's liabilities, in all
of the Company's remaining assets available for distribution.
Conversion rights
. Holders of the Company's common stock have no rights
to convert their common stock into any other securities.
Sinking fund and redemption provisions
. There are no sinking fund or
redemption provisions applicable to the common stock.
Voting rights
. Holders of the Company's common stock are entitled to one
vote per share on all matters submitted to shareholder vote. If a quorum
exists, action on a matter is approved by a majority of the votes cast within
the voting group, unless a greater vote is required by law or the Company's
articles of incorporation (except that in elections of directors those
receiving the greatest number of votes are elected even though less that a
majority).
Classification of the Board of Directors
. The Company's board of
directors is divided into three classes, Class I, Class II, and Class III as
nearly equal in number as possible. The successors to the class of directors
whose terms expire are identified as being of the same class as the directors
they succeed and elected to hold office for a term expiring at the third
succeeding annual meeting of shareholders when directors are elected and
qualified.
2
Cumulative voting rights and preemptive rights
. Holders of the Company's
common stock have no cumulative voting rights or preemptive rights.
Liquidation rights
. In the event of any liquidation, dissolution or
winding up of the Company, after payment or provision for payment in full of
all debts and other liabilities of the Company, the remaining net assets of the
Company will be distributed ratably among the holders of the Company's common
stock.
Further Assessments
. Article 7 of the Virginia Stock Corporation Act
provides that a purchaser of common stock is not liable to the corporation or
its creditors with respect to the shares issued to the purchaser, except to pay
the consideration for the shares that the purchaser is issued.
Restrictions on Alienability
. There is no restriction on alienability of
the securities to be registered.
Other Provisions
. There is no provision discriminating against any
existing or prospective holder of the securities as a result of any securities
holder owning a substantial amount of securities.
Provisions which may affect changes in control
. Articles 14 and 14.1 of
the Virginia Stock Corporation Act contain provisions regarding affiliated
transactions and control share acquisitions. Both the affiliated transactions
statute and the control share acquisitions statute apply to Virginia
corporations with more than 300 shareholders. As of March 31, 2004, the
Company had approximately 400 holders of record. These provisions could have
an anti-takeover effect, thereby reducing the control premium that might
otherwise be reflected in the value of the Company's common stock. Although
Virginia corporations are permitted to opt out of these provisions, the Company
has not done so. Below is a summary of the key provisions of these Articles.
You should read the actual provisions of the Virginia Stock Corporation Act for
a complete understanding of the restrictions that these provisions place on
affiliated transactions and control share acquisitions.
Affiliated transactions statute
. Article 14 of the Virginia Stock
Corporation Act governs "affiliated transactions," or transactions between a
Virginia corporation and an "interested shareholder." "Interested
shareholders" are holders of more than 10% of any class of a corporation's
outstanding voting shares. Subject to certain exceptions discussed below, the
affiliated transactions statute requires that, for three years following the
date upon which any shareholder becomes an interested shareholder, any affiliated
transaction must be approved by the affirmative vote of holders of two-thirds
of the outstanding shares of the corporation entitled to vote, other than the
shares beneficially owned by the interested shareholder, and by a majority (but
not less than two) of the "disinterested directors." The affiliated
transactions statute defines a disinterested director as a member of a
corporation's board of directors who either (i) was a member before the later
of January 1, 1988 or the date on which an interested shareholder became an
interested shareholder or (ii) was recommended for election by, or was elected
to fill a vacancy and received the affirmative vote of, a majority of the
disinterested directors then on the corporation's board of directors. At the
expiration of the three year period after a shareholder becomes an interested
shareholder, these provisions require that any affiliated transaction be
approved by the affirmative vote of the holders of two-thirds of the
outstanding shares of the corporation entitled to vote, other than those
beneficially owned by the interested shareholder.
3
The principal exceptions to the special voting requirement apply to
affiliated transactions occurring after the three year period has expired and
require either that the affiliated transaction be approved by a majority of the
corporation's disinterested directors or that the transaction satisfy specific
statutory fair price requirements. In general, the fair price requirements
provide that the shareholders must receive for their shares the higher of: the
highest per share price paid by the interested shareholder for his or its
shares during the two year period prior to becoming an interested shareholder,
or the fair market value of the shares. The fair price requirements also
require that, during the three years preceding the announcement of the proposed
affiliated transaction, all required dividends have been paid and no special
financial accommodations have been accorded the interested shareholder, unless
approved by a majority of the disinterested directors.
Control share acquisitions statute
. With specific enumerated exceptions,
Article 14.1 of the Virginia Stock Corporation Act applies to acquisitions of
shares of a corporation which would result in an acquiring person's ownership
of the corporation's shares entitled to be voted in the election of directors
falling within any one of the following ranges: 20% to 33-1/3%, 33-1/3% to 50%
or 50% or more. Shares that are the subject of a control share acquisition
will not be entitled to voting rights unless the holders of a majority of the
"disinterested shares" vote at an annual or special meeting of shareholders of
the corporation to accord the control shares with voting rights. Disinterested
shares are those outstanding shares entitled to be voted that are not owned by
the acquiring person or by officers and inside directors of the target company.
Under specific circumstances, the control share acquisitions statute permits
an acquiring person to call a special shareholders' meeting for the purpose of
considering granting voting rights to the holders of the control shares. As a
condition to having this matter considered at either an annual or special
meeting, the acquiring person must provide shareholders with detailed
disclosures about his or its identity, the method and financing of the control
share acquisition and any plans to engage in specific transactions with, or to
make fundamental changes to, the corporation, its management or business.
Under specific circumstances, the control share acquisitions statute grants
dissenters' rights to shareholders who vote against granting voting rights to
the control shares. Among the acquisitions specifically excluded from the
control share acquisitions statute are acquisitions which are a part of certain
negotiated transactions to which the corporation is a party and which, in the
case of mergers or share exchanges, have been approved by the corporation's
shareholders under other provisions of the Virginia Stock Corporation Act.
Item 5.
Interests of Named Experts and Counsel
.
Not applicable.
Item 6.
Indemnification of Directors and Officers
.
Article VI of the Company's articles of incorporation limits the liability
of the Company's directors and officers to the Company and its shareholders to
the full extent permitted by the Virginia Stock Corporation Act as now and
hereafter in effect. The Virginia Stock Corporation Act places a limit on the
liability of a director or officer in derivative or shareholder proceedings
equal to the lesser of (i) the amount specified in the corporation's articles
of incorporation or a shareholder-approved bylaw; or (ii) the greater of (a)
$100,000 or (b) twelve months of cash compensation received by the director or
officer. The Company's articles of incorporation provide that the Company's
directors and officers will not be monetarily liable to the Company or the
Company's shareholders, if such limitation is permissible under the Virginia
Stock Corporation Act. This limitation does not apply in the event the
director or officer has engaged in willful misconduct or a knowing violation of a
criminal law or a federal or state securities law. The effect of the Company's
articles of incorporation, together with the Virginia Stock Corporation Act, is
to eliminate liability of directors and officers for monetary damages in
derivative or shareholder proceedings so long as the required standard of
conduct is met.
4
Article VI of the Company's articles of incorporation also mandates
indemnification of the Company's directors and officers to the full extent permitted by
the Virginia Stock Corporation Act. The Virginia Stock Corporation Act permits
a corporation to indemnify its directors and officers against liability
incurred in all proceedings, including derivative proceedings, arising out of
their service to the corporation or to other corporations or enterprises that
the officer or director was serving at the request of the corporation, except
in the case of willful misconduct or a knowing violation of a criminal law.
The Company is required to indemnify its directors and officers in all such
proceedings if they have not violated this standard.
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted the Company's directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company have been advised that
in the opinion of the Securities and Exchange Commission (the Commission) such
indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
An Exhibit Index appears at page 9 hereof.
Item 9.
Undertakings
.
(a) The undersigned Registrant hereby undertakes that it will:
(1) 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 1933 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 an price
represent no more than 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
5
(iii) Include any additional or changed material information
on the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the 1934 Act
that are incorporated by reference in the registration statement.
(2) For determining liability under the 1933 Act, 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.
(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
(b)
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to section 13(a)
or section 15(d) of the 1934 Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section
15(d) of the 1934 Act) 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.
(c)
Insofar as indemnification for liabilities arising under the
1933 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 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 1933 Act and will be governed by the final
adjudication of such issue.
6
SIGNATURES
Pursuant to the requirements of the 1933 Act, 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 Reston,
Virginia, on April 27, 2004.
Access National Corporation
(Registrant)
By:
/s/ Michael W. Clarke
Michael W. Clarke
President and Chief Executive Officer
and Director
7
POWERS OF ATTORNEY
AND
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Michael W. Clarke as attorney-in-fact for
him and in his name and on his behalf as a director and/or officer of Access
National Corporation to prepare, execute and file any and all amendments,
including post-effective amendments, or supplements to this registration
statement on Form S-8, and other documents (including any necessary amendments
thereof) which such attorney-in-fact may deem appropriate or necessary and to
cause the same to be filed with the Commission.
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities indicated below on
this 27th day of April, 2004.
Signature
Title
/s/ Michael W. Clarke
Michael W. Clarke
President and Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Charles Wimer
Charles Wimer
Executive Vice President and Chief Financial
Officer (Principal Accounting Officer and
Principal Financial Officer)
/s/ J. Randolph Babbitt
J. Randolph Babbitt
Director
/s/ John W. Edgemond, IV
John W. Edgemond, IV
Director
/s/ James L. Jadlos
James L. Jadlos
Director
/s/ Thomas M. Kody
Thomas M. Kody
Director
/s/ Jacques Rebibo
Jacques Rebibo
Chairman of the Board
and Director
/s/ Robert C. Shoemaker
Robert C. Shoemaker
Executive Vice President
and Corporate Secretary and Director
8
EXHIBIT INDEX
Exhibit
Number
4.1
Articles of Incorporation of Access National Corporation, as
amended on March 26 and April 19, 2004, incorporated herein by
reference to Exhibit 3.1 to Form 10-KSB/A, filed April 23, 2004, file
number 333-109125.
4.2
Bylaws of Access National Corporation, incorporated herein by
reference to Exhibit 3.2 to Form 8-K 12g-3, filed July 19, 2002, file
number 000-49929.
5
Opinion of Troutman Sanders LLP with respect to the validity of
the Common Stock under the Plan, filed herewith.
23.1
Consent of Troutman Sanders LLP, contained in the opinion filed as Exhibit 5 hereto.
23.2
Consent of Yount, Hyde & Barbour, P.C., independent public accountants, filed herewith.
24
Powers of Attorney of directors and officers of Access National Corporation, on page 8 herein.
99
Access National Corporation 1999 Stock Option Plan (As
Restated Effective April 22, 2003), filed herewith.
9