As filed with the Securities and Exchange Commission on ______________, 1999
Registration No.____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FVNB CORP.
(Exact name of issuer as specified in its charter)
TEXAS 74-2871063
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 S. MAIN STREET, VICTORIA, TEXAS 77901
(Address of principal executive offices) (Zip Code)
FVNB CORP. STOCK INCENTIVE PLAN
(Full title of the plan)
David M. Gaddis With copies to:
President and Chief Executive Officer Cary Plotkin Kavy
FVNB Corp. Cox & Smith Incorporated
101 S. Main Street 112 E. Pecan Street, Suite 1800
Victoria, Texas 77901 San Antonio, Texas 78205
(512) 573-6321 (210) 554-5500
(Name, address and telephone number, including area code, of agent for
service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration Fee
to be Registered Registered(1) per Share(2) Offering Price(2) Fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 400,000 $33.50(3) $13,400,000.00 $3,725.20
par value $0.01
per share
</TABLE>
(1) Plus such indeterminate number of additional shares of common stock as may
be issuable by reason of the operation of the anti-dilution provisions of the
Plan.
(2) 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 or shares to be registered by the average of the high and
low prices of a share of Common Stock, as reported on NASDAQ, on March 23, 1999,
which was $33.50, and (b) provided herein for the sole purpose of determining
the registration fee.
<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").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by FVNB Corp., a Texas corporation (the "Company" or
"Registrant"), are incorporated herein by reference:
(a) The Company's Form S-4 Registration Statement Number 333-47939 filed
with the Commission on April 8, 1998.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998 filed with the Commission on November 16, 1998.
(c) The Company's Current Report on Form 8-K dated January 24, 1999 filed
with the Commission on January 28, 1999.
(d) The Company's Current Report on Form 8-K dated January 29, 1999 filed
with the Commission on February 3, 1999.
(e) The Company's Current Report on Form 8-K dated February 16, 1999 filed
with the Commission on February, 22, 1999.
(f) The Company's Amendment to Current Report on Form 8-K filed on
February 26, 1999.
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"), subsequent to the date this Registration Statement is filed with the
Commission and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement
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contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior 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, except as indicated herein.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Texas Business Corporation Act (the "TBCA"), the
Company's Articles of Incorporation provide that a director of the Company shall
not be liable to the Company or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a transaction for which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office, or (iv) for an act or omission
for which the liability of the director is expressly provided by an applicable
statute. In addition, Article 2.02-1 of the TBCA ("Article 2.02-1"), the
Company's Articles of Incorporation and the Company's By-laws (the "By-laws"),
under certain circumstances, provide for the indemnification of the Company's
officers and directors against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided under the TBCA is contained herein, but that description is qualified
in its entirety by reference to the TBCA.
In general, under Article 2.02-1, any director, officer, employee or agent
of a Texas corporation may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys' fees) incurred in connection with a legal
proceeding to which he was a party as a result of such relationship, if he acted
in good faith and reasonably believed that in the case of conduct in his
official capacity as a director, officer, employee or agent of the corporation,
that his conduct was in the corporation's best interests, and in all other
cases, that his conduct was at least not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, that he had
no reasonable cause to believe his conduct was unlawful.
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Under Article 2.02-1, a determination of indemnification must be made (i)
by a majority vote of a quorum of the board of directors who at the time of the
vote are not named defendants or respondents in the proceeding, (ii) if such a
quorum is unobtainable, a majority vote of a committee of the board of
directors, (iii) by independent legal counsel or (iv) by the shareholders in a
vote that excludes the shares held by directors who are named defendants or
respondents in the proceeding. A Texas corporation must indemnify a director,
officer, employee or agent of the corporation who is successful, on the merits
or otherwise, in the defense of the proceeding.
Article 2.02-1 permits a Texas corporation to advance funds to pay the
reasonable expenses of any director, officer, employee or agent of the
corporation involved in such action provided that the corporation receives a
written affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification specified by Article 2.02-1
and a written undertaking that the person will repay the advanced funds unless
it is ultimately determined that he is not entitled to indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DOCUMENT
4.1* Articles of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registrant's registration statement on Form S-4
(333-47939) filed on March 13, 1998 and incorporated herein by
reference)
4.2* By-laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's registration statement on Form S-4 (333-47939)
filed on March 13, 1998 and incorporated herein by reference)
5.1 Opinion of Cox & Smith Incorporated as to the legality of the
Common Stock being registered (filed herewith)
10.1* FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
Registrant's registration statement on Form S-4 (333-47939)
filed on March 13, 1998 and incorporated
herein by reference
23.2 Consent of Cox & Smith Incorporated is included in Exhibit 5.1
filed herewith
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24.1 Powers of Attorney (included on page 7 of this
Registration Statement)
- ---------------
* previously filed
ITEM 9. UNDERTAKINGS.
(a) The Registrant undertakes the following:
(1) To file, during any period in which offers or sales are being
made, 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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
this Registration Statement is on Form S-3 or S-8 and 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 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(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) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.
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(c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that the 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 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.
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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 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 Victoria, Texas on March 24, 1999.
FVNB CORP.
By:/S/ DAVID M. GADDIS
David M. Gaddis
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears
hereinbelow constitutes and appoints DAVID M. GADDIS his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her 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 the 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 necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 24, 1999.
SIGNATURE NAME AND TITLE DATE
/S/ DAVID M. GADDIS President (Principal March 24, 1999
David M. Gaddis Executive Officer)
and Director
/S/ C. DEE HARKEY Secretary-Treasurer March 24, 1999
C. Dee Harkey (Principal Financial
Officer)
________________________ Director ______________
Michael S. Anderson
/S/ O. D. EDWARDS, JR. Director March 24, 1999
O. D. Edwards
________________________ Director ______________
David P. Engel
/S/ WALTER T. HAENGGI Director March 24, 1999
Walter T. Haenggi
/S/ ROBERT L. HALEPESKA Director March 24, 1999
Robert L. Halepeska
________________________ Director ______________
Thomas Lane Keller
/S/ JAMES ROBERT MCCAN Director March 24, 1999
James Robert "Bob" McCan
/S/ J. E. MCCORD Director March 24, 1999
J. E. McCord
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/S/ THOMAS M. O'CONNOR Director March 24, 1999
Thomas M. O'Connor
/S/ BILLY RUDDOCK Director March 24, 1999
Billy Ruddock
________________________ Director ______________
Roger Welder
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EXHIBIT INDEX
NUMBER DOCUMENT
4.1* Articles of Incorporation of the Registrant (filed as Exhibit
3.1 to the Registrant's registration statement on Form S-4
(333-47939) filed on March 13, 1998 and incorporated herein by
reference)
4.2* By-laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's registration statement on Form S-4 (333-47939)
filed on March 13, 1998 and incorporated herein by reference)
5.1 Opinion of Cox & Smith Incorporated as to the legality of the
Common Stock being registered (filed herewith)
10.1* FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
Registrant's registration statement on Form S-4 (333-47939)
filed on March 13, 1998 and incorporated
herein by reference
23.2 Consent of Cox & Smith Incorporated is included in Exhibit 5.1
filed herewith
24.1 Powers of Attorney (included on page 7 of this
Registration Statement)
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* Incorporated herein by reference
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EXHIBIT 5.1
(210) 554-5250 [email protected]
March 24, 1999
FVNB Corp.
101 S. Main Street
Victoria, Texas 77901
Re: Registration Statement on Form S-8 for the
1998 FVNB Corp. Stock Incentive Plan
Gentlemen:
We have acted as counsel to FVNB Corp., a Texas corporation (the
"Company"), in connection with the preparation for filing with the Securities
and Exchange Commission of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended. The
Registration Statement relates to an aggregate of 400,000 shares (the "Shares")
of the common stock, par value $.01 per share, of the Company (the "Common
Stock"). The Shares are issuable pursuant to the Company's 1998 FVNB Corp. Stock
Incentive Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed herein. In such examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents, instruments, records and certificates submitted to us as copies or
originals.
Based upon the foregoing, we are of the opinion that the Shares will have
been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of the Common Stock of the Company when issued in
accordance with the Plan.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, the rules or regulations of the Securities
and Exchange Commission promulgated thereunder or any similar provisions of any
state securities laws or regulations.
Very truly yours,
COX & SMITH INCORPORATED
By: /S/ CARY PLOTKIN KAVY
Cary Plotkin Kavy
For the Firm
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