As filed with the Securities and Exchange Commission on December 13, 2002
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALLIED IRISH BANKS,
public limited company
(Exact name of registrant as specified in its charter)
IRELAND 13-1774656
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or formation)
Bankcentre, Ballsbridge
Dublin 4 Ireland
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
Allfirst Financial Inc. 1997 Stock Option Plan
(Full Title of the Plan)
Gregory K. Thoreson
Senior Vice President and General Counsel
Allfirst Financial Inc.
25 South Charles Street
Baltimore, Maryland 21201
(Name and address of agent for service)
(410) 244-3800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(2) PER SHARE(3) PRICE(3) FEE
American Depository
Shares (1) .......... 5,009,330 $27.10 $135,752,843 $12,490
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(1) Each American Depository Share ("ADS") represents two ordinary shares of
0.32 euro each.
(2) Also includes an indeterminable number of additional ADSs that may be
issued pursuant to the anti-dilution provisions of the Plans.
(3) Calculated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended, based on the average of the high and low prices of the ADSs on
the New York Stock Exchange for December 11, 2002.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Registration of Additional Securities
The contents of the Registration Statement on Form S-8, Registration No.
333-8212, of Allied Irish Banks, p.l.c. ("AIB"), are incorporated herein by
reference. Allfirst Financial Inc. is the successor by merger to First Maryland
Bancorp.
Item 8. Exhibits
4.1 Form of Amended and Restated Depository Agreement between AIB
and The Bank of New York, as Depositary (incorporated herein
by reference to Exhibit A to AIB's Registration Statement on
Form F-6 dated May 12, 1999)
23.1 Consent of PricewaterhouseCoopers, former Accountants and Registered
Auditors*
23.2 Consent of KPMG, Accountants and Registered Auditors*
24.1 Powers of Attorney*
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* Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Baltimore, Maryland on December 13, 2002.
ALLIED IRISH BANKS, p.l.c.
By: EUGENE J. SHEEHY
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Eugene J. Sheehy
Chief Executive, USA Division
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated below on December 13, 2002.
SIGNATURE TITLE
MICHAEL BUCKLEY* Principal Executive Officer and
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Michael Buckley Director
GARY KENNEDY* Principal Financial Officer and
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Gary Kennedy Director
DECLAN MCSWEENEY* Principal Accounting Officer
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Declan McSweeney
*By: MAURICE J. CROWLEY
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Maurice J. Crowley, as
Attorney-in-Fact
A Majority of the Remaining Directors:
Adrian Burke, Dermot Gleeson, Don Godson, Derek A. Higgs, John B. McGuckian,
Carol Moffet, Lochlan Quinn, Michael J. Sullivan
By: MAURICE J. CROWLEY
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Maurice J. Crowley, as
Attorney-in-Fact