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As filed with the Securities and Exchange Commission on May 2, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SOUTHWEST BANCORPORATION OF TEXAS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0519693
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(713) 324-2950
(Address of principal executive offices)
---------------------------
SOUTHWEST BANCORPORATION OF TEXAS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
DAVID C. FARRIES
EXECUTIVE VICE PRESIDENT
SOUTHWEST BANCORPORATION OF TEXAS, INC.
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 235-8800
Telephone number, including area code, of agent for service)
COPIES TO:
MICHAEL P. FINCH
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF AMOUNT MAXIMUM OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER SHARE OFFERING PRICE (1) REGISTRATION
REGISTERED REGISTERED(1) (1)(2) (2) FEE
- -------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value... 1,000,000 $19.41 $19,410,000 $5,125
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(1) Includes an indeterminate number of additional shares which may become
issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h).
(3) The 1,000,000 shares under the Southwest Bancorporation of Texas, Inc.
1996 Stock Option Plan are valued on the basis of the price of
securities of the same class, as determined in accordance with Rule
457(c), using the average of the high and low prices reported on the
NASDAQ National Market for the Common Stock on April 27, 2000 ($19.41
per share).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is to register for sale
under the Securities Act of 1933, as amended, an additional 1,000,000 shares
of Common Stock, $1.00 par value, of Southwest Bancorporation of Texas, Inc.
(the "Company") pursuant to the Company's 1996 Stock Option Plan (the
"Plan"). Pursuant to General Instruction E on Form S-8, the contents of the
Company's previously filed Registration Statements on Form S-8 relating to
the Plan (File Nos. 333-21619 and 333-55685), including all exhibits thereto,
are incorporated herein by reference.
ITEM 8. EXHIBITS.
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4.1 Amended and Restated 1996 Stock Option Plan
(incorporated by reference to Exhibit 10.4 to the
registrant's 1999 Annual Report on Form 10-K).
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filings 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 Houston, State of
Texas, on the 1st day of May, 2000.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: PAUL B. MURPHY, JR.
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Paul B. Murphy, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul B. Murphy, Jr., David C. Farries
and R. John McWhorter, or any of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for his and in his name, place
and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file with same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and every act and thing requisite and ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
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WALTER E. JOHNSON Chairman of the Board May 1, 2000
- -------------------------------------
Walter E. Johnson
PAUL B. MURPHY, JR. President and Chief Executive May 1, 2000
- ------------------------------------- Officer
Paul B. Murphy, Jr. (Principal Executive Officer)
DAVID C. FARRIES Executive Vice President, May 1, 2000
- -------------------------------------- Treasurer-and-Secretary
David C. Farries (Principal Financial Officer)
R. JOHN MCWHORTER Senior Vice President and May 1, 2000
- ------------------------------------- Controller
R. John McWhorter Principal Accounting Officer)
JOHN W. JOHNSON Director May 1, 2000
- -------------------------------------
John W. Johnson
Director
- -------------------------------------
John B. Brock III
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Signature Title Date
--------- ----- ----
ERNEST H. COCKRELL Director May 1, 2000
- -------------------------------------
Ernest H. Cockrell
J. DAVID HEANEY Director May 1, 2000
- -------------------------------------
J. David Heaney
WILHELMINA R. MORIAN Director May 1, 2000
- -------------------------------------
Wilhelmina R. Morian
Director
- -------------------------------------
Andres Palandjoglou
ADOLPH A. PFEFFER, JR. Director May 1, 2000
- -------------------------------------
Adolph A. Pfeffer, Jr.
Director
- -------------------------------------
Stanley D. Stearns, Jr.
LANE WARD Director May 1, 2000
- -------------------------------------
Lane Ward
Director
- -------------------------------------
Michael T. Willis
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EXHIBIT 5.1
[VE LETTERHEAD]
May 1, 2000
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Southwest Bancorporation of Texas, Inc.,
a Texas corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-8 as filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Registration Statement"), which Registration Statement
relates to the proposed offer and sale by the Company to certain of the
Company's employees and directors of an aggregate of up to 1,000,000
additional shares of the Company's common stock, $1.00 par value (the
"Shares"), which are issuable upon exercise of certain options (the
"Options") granted by the Company pursuant to the Company's 1996 Stock Option
Plan. In such connection, we are passing on certain legal matters in
connection with the sale of the Shares. At your request, this opinion is
being furnished to you for filing as an exhibit to the Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
In addition, we have relied as to factual matters on certificates of certain
public officials and officers of the Company.
Based upon the foregoing examination and review, we are of the
opinion that the Shares have been duly authorized for issuance and, when the
Registration Statement has been declared effective and the Shares are issued
in accordance with the provisions of the option agreements relating to the
Options, such Shares will be validly issued, fully paid and non-assessable.
This opinion is rendered as of the effective date of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our name in the
Registration Statement. In giving this consent, however, we do not hereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 (File No. 333-_____) of our reports dated
February 11, 2000, relating to the consolidated financial statements and
financial statement schedule of Southwest Bancorporation of Texas, Inc. and
Subsidiaries, which appears in Southwest Bancorporation of Texas, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.
PricewaterhouseCoopers LLP
Houston, Texas
May 1, 2000
