<PAGE>
As filed with the Securities and Exchange Commission on February 4, 1998
Registration No. 333-_________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------
BAY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0046244
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
----------
1001 HIGHWAY 146 SOUTH
LA PORTE, TEXAS 77571
(281) 471-4400
(Address of Principal Executive Offices Including Zip Code)
----------
BAY BANCSHARES, INC. 1997 STOCK INCENTIVE PLAN
BAY BANCSHARES, INC. AMENDED AND RESTATED 1997 KEY EMPLOYEE STOCK OPTION PLAN
BAY BANCSHARES, INC. 1993 PHANTOM STOCK PLAN
(Full title of the Plan)
----------
L. D. WRIGHT WITH A COPY TO:
President William T. Luedke IV
1001 Highway 146 South Bracewell & Patterson, L.L.P.
La Porte, Texas 77571 711 Louisiana Street, Suite 2900
(281) 471-4400 Houston, Texas 77002-2781
(Name, address and telephone (713) 223-2900
number of agent for service)
----------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------
Common Stock, 1,216,430 shares $19.50 $23,720,385 $6,997
$1.00 par value
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and the proposed maximum aggregate offering
price are (a) calculated, pursuant to Rule 457(h)(1), by multiplying the number of shares
to be registered by the average of the high and low prices of a share of Common Stock, as
reported on The Nasdaq Stock Market, Inc., on January 28, 1998, which was $19.50, and (b)
provided herein for the sole purpose of determining the registration fee.
(2) This Registration Statement shall also include any additional shares of Common Stock
issuable pursuant to the antidilution provisions of the Plan.
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.*
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part 1 of
Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
amended (the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Bay Bancshares, Inc., a Texas
corporation (the "Company"), (Commission File No. ____________) with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this Registration Statement as of their respective dates:
1. The Company's Prospectus, filed pursuant to Rule 424(b) under the
Securities Act, as filed with the Commission on November 5, 1997;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997;
3. The Company's Current Report on Form 8-K reporting the acquisition of
Texas Bank, Baytown, Texas, as filed with the Commission on November 25,
1997;
4. The Company's Current Report on Form 8-K reporting the financial
statements and pro forma financial information of Texas Bank, Baytown,
Texas, as filed with the Commission on December 5, 1997;
5. The Company's Current Report on Form 8-K reporting the acquisitions of
Texas National Bank and First Bank of Deer Park, as filed with the
Commission on December 5, 1997; and
6. The description of the common stock, par value $1.00 per share,
contained in the Company's Registration Statement on Form 8-A, dated
October 31, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing
of a post-effective amendment hereto which indicates that all securities
offered have been sold or which deregisters all such securities then
remaining unsold, shall be deemed to be incorporated herein by reference and
to be a part hereof from the date of filing such documents. Any statement
contained herein or in any 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 which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this Registration Statement, except as so modified or superseded.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws")
require the Registrant to indemnify officers and directors
II-1
<PAGE>
of the Registrant to the fullest extent permitted by Article 2.02-1 of the
Texas Business Corporation Act ("TBCA") of the State of Texas. Generally,
Article 2.02-1 of the TBCA permits a corporation to indemnify a person who
was, is, or is threatened to be a named defendant or respondent in a
proceeding because the person was or is a director or officer if it is
determined that such person (i) conducted himself in good faith, (ii)
reasonably believed (a) in the case of conduct in his official capacity as a
director or officer of the corporation, that his conduct was in the
corporation's best interests, or (b) in the case of other situations, that
his conduct was at least not opposed to the corporation's best interests, and
(iii) in the case of any criminal proceeding, had no reasonable cause to
believe that his conduct was unlawful. In addition, the TBCA requires a
corporation to indemnify a director or officer for any action that such
director or officer is wholly successful in defending on the merits.
The Registrant's Articles of Incorporation provide that a director of the
Registrant will not be liable to the corporation for monetary damages for an
act or omission in the director's capacity as a director, except to the
extent not permitted by law. Texas law does not permit exculpation of
liability in the case of (i) a breach of the director's duty of loyalty to
the corporation or its shareholders, (ii) an act or omission not in good
faith that involves intentional misconduct or a knowing violation of the law,
(iii) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the director's office, (iv) an act or omission for which the liability of the
director is expressly provided by statute, or (v) an act related to an
unlawful stock repurchase or dividend.
The Registrant may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of the
Registrant, whether or not the Registrant would have the power to indemnify
such person against such liability, as permitted by law.
Item 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the Company's Registration
Statement on Form S-1 Registration No. 333-36185).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference from
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
Registration No. 333-36185).
4.3 Bay Bancshares, Inc. 1997 Stock Incentive Plan (incorporated by
reference from Exhibit 10.1 to the Company's Registration Statement
on Form S-1, Registration No. 333-36185).
4.4 Bay Bancshares, Inc. Amended and Restated 1997 Key Employee Stock Option
Plan (incorporated by reference from Exhibit 10.2 to the Company's
Registration Statement on Form S-1, Registration No. 333-36185).
4.5 Bay Bancshares, Inc. 1993 Phantom Stock Plan (incorporated by reference
from Exhibit 10.6 to the Company's Registration Statement on Form S-1,
Registration No. 333-36185).
5* Opinion and Consent of Bracewell & Patterson, L.L.P. as to the validity
of the Common Stock registered hereunder.
23.1* Consent of Grant Thornton LLP.
II-2
<PAGE>
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed
as Exhibit 5 hereto).
- ----------------
* Filed herewith.
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent 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 the undertakings set forth in paragraphs
(1)(i) and (1)(ii) above do 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 Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment should 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) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 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.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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
Securities and Exchange 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 Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
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 FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT OR AMENDMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF LAPORTE, STATE OF
TEXAS ON THE 27TH DAY OF JANUARY, 1998.
BAY BANCSHARES, INC.
(Registrant)
By: /s/ L. D. Wright
-------------------------------------
L. D. Wright
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES INDICATED AND ON THE 27TH DAY OF JANUARY, 1998.
Signature Title
--------- -----
/s/ L. D. Wright Chief Executive Officer, President and
- ------------------------------ Director
L. D. Wright (Principal Executive Officer)
/s/ Kim Love
- ------------------------------ Controller (Principal Financial Officer
Kim Love and Principal Accounting Officer)
/s/ Knox W. Askins
- ------------------------------ Director
Knox W. Askins
/s/ Emery Farkas
- ------------------------------ Director
Emery Farkas
/s/ Albert D. Fields
- ------------------------------ Director
Albert D. Fields
/s/ Eddie V. Gray
- ------------------------------ Director
Eddie V. Gray
II-5
<PAGE>
/s/ W. E. Gwaltney, Jr.
- ------------------------------ Director
W. E. Gwaltney, Jr.
/s/ Doug Latimer
- ------------------------------ Director
Doug Latimer
/s/ Jay Marks
- ------------------------------ Director
Jay Marks
- ------------------------------ Director
L. H. McKey
/s/ Lindsay R. Pfeiffer
- ------------------------------ Director
Lindsay R. Pfeiffer
/s/ Ken Strum
- ------------------------------ Director
Ken Strum
/s/ James N. Wallace
- ------------------------------ Director
James N. Wallace
/s/ Ruede M. Wheeler
- ------------------------------ Director
Ruede M. Wheeler, D.D.S.
/s/ Alice W. Worthington
- ------------------------------ Director
Alice W. Worthington
II-6
<PAGE>
INDEX TO EXHIBITS
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference from Exhibit 3.1 to the Company's
Registration Statement on Form S-1 Registration No. 333-36185).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
from Exhibit 3.2 to the Company's Registration Statement on Form S-1,
Registration No. 333-36185).
4.3 Bay Bancshares, Inc. 1997 Stock Incentive Plan (incorporated by
reference from Exhibit 10.1 to the Company's Registration Statement
on Form S-1, Registration No. 333-36185).
4.4 Bay Bancshares, Inc. Amended and Restated 1997 Key Employee Stock
Option Plan (incorporated by reference from Exhibit 10.2 to the
Company's Registration Statement on Form S-1, Registration
No. 333-36185).
4.5 Bay Bancshares, Inc. 1993 Phantom Stock Plan (incorporated by reference
from Exhibit 10.6 to the Company's Registration Statement on Form S-1,
Registration No. 333-36185).
5* Opinion and Consent of Bracewell & Patterson, L.L.P. as to the
validity of the Common Stock registered hereunder.
23.1* Consent of Grant Thornton LLP.
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5 hereto).
- ---------------
* Filed herewith.
<PAGE>
[LETTERHEAD]
January 30, 1998
Bay Bancshares, Inc.
1001 Highway 146 South
LaPorte, Texas 77571
Ladies and Gentlemen:
We have acted as counsel to Bay Bancshares, Inc., a Texas corporation (the
"Company"), in connection with the registration and proposed issuance of up
to 1,216,430 shares (the "Shares") of its common stock, par value $1.00 per
share (the "Common Stock") in connection with the (i) Bay Bancshares, Inc.
1997 Stock Incentive Plan, (ii) Bay Bancshares, Inc. Amended and Restated
1997 Key Employee Stock Option Plan and (iii) Bay Bancshares, Inc. 1993
Phantom Stock Plan (collectively, the "Plans"). The Company is filing with
the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, a Registration Statement on Form S-8
relating to the Shares (the "Registration Statement").
We have examined originals or copies of (1) the Registration Statement; (2)
the Articles of Incorporation of the Company, as amended; (3) the Bylaws of
the Company, as amended; (4) certain resolutions of the Board of Directors of
the Company; (5) such other documents and records as we have deemed necessary
and relevant for purposes hereof. In addition, we have relied upon
certificates of officers of the Company and telegrams of public officials as
to certain matters of fact relating to this opinion and have made such
investigations of law as we have deemed necessary and relevant as a basis
hereof. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and records
submitted to us as originals, the conformity to original documents,
certificates and records of all documents, certificates and records submitted
to us as copies, and the truthfulness of all statements of fact contained
therein.
Based on the foregoing, and subject to the limitations set forth herein, and
having due regard for such legal considerations as we deem relevant, we are
of the opinion that the Shares have been duly and validly authorized and when
issued and paid for in accordance with the terms of each of the Plans, for a
consideration at least equal to the par value thereof, the Shares will be
validly issued, fully paid and nonassessable.
<PAGE>
[LETTERHEAD]
Bay Bancshares, Inc.
January 30, 1998
Page 2
The foregoing opinion is based on and is limited to the law of the State of
Texas and the relevant law of the United States of America, and we render no
opinion with respect to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to the use of our
name therein. By giving such consent, we do not admit that we are experts with
respect to any part of the Registration Statement, including this Exhibit within
the meaning of the term "expert" as used in the Securities Act of 1933, as
amended, or the rules and regulations thereunder.
Very truly yours,
Bracewell & Patterson, L.L.P.
--------------------------------------
Bracewell & Patterson, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated January 24, 1997 (except for the last
sentence of the penultimate paragraph of Note I, as to which the date is
August 26, 1997 and the third sentence of the second paragraph of Note K, as
to which the date is June 24, 1997), accompanying the consolidated financial
statements of Bay Bancshares, Inc. and Subsidiaries included in the Registration
Statement on Form S-1. We hereby consent to the incorporation by reference of
said report in the Registration Statement of Bay Bancshares, Inc. and
Subsidiaries on Form S-8.
GRANT THORNTON LLP.
Houston, Texas
January 30, 1998
