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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A*
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-25141
METROCORP BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0579161
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9600 BELLAIRE BOULEVARD, SUITE 252
HOUSTON, TEXAS 77036
(Address of principal executive offices including zip code)
(713) 776-3876
(Registrant's telephone number, including area code)
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, par value $1.00 per share
(Title of class)
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No .
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]
As of March 23, 1999, the number of outstanding shares of Common Stock
was 7,104,560. As of such date, the aggregate market value of the shares of
Common Stock held by non-affiliates, based on the closing price of the Common
Stock on the Nasdaq National Market System on such date, was approximately
$52,215,475 million.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Company's Proxy Statement for the 1999 Annual Meeting of
Shareholders (Part III, Items 10-13).
* The Company's Form 10-K for the year ended December 31, 1998 is hereby
amended to clarify the disclosures made in Part II, Item 9 and Exhibit 16.1.
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PART II
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Board of Directors has appointed Deloitte & Touche LLP as the
independent auditors of the books and accounts of the Company for the year
ending December 31, 1999. PricewaterhouseCoopers LLP served as the Company's
independent audit firm during fiscal year 1998, however, on March 8, 1999,
PricewaterhouseCoopers LLP was notified that they would be dismissed as
independent auditors upon the issuance of their report on the Company's 1998
financial statements and their review of this Form 10-K. The decision to
change accountants was recommended by the Audit Committee and was approved by
the Company's Board of Directors.
None of the reports of PricewaterhouseCoopers LLP for the past two years
ended December 31, 1998 contained any adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles. In addition, in connection with the audits of the
Company's financial statements during the two most recent fiscal years ended
December 31, 1998, and the subsequent interim period through March 30, 1999,
the filing date of the Form 10-K, there were no disagreements between the
Company and PricewaterhouseCoopers LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing scope and
procedures which, if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to
make reference to the matter in their reports.
In accordance with the rules of the Commission, the Company provided
PricewaterhouseCoopers LLP a copy of the disclosures filed with the
Commission on this Form 10-K and requested PricewaterhouseCoopers LLP to
furnish it with a letter addressed to the Commission stating whether or not
PricewaterhouseCoopers LLP agreed with the statements made by the Company in
such filing and, if not, stating the respects in which it did not agree. A
copy of this letter is attached hereto as Exhibit 16.1.
Effective March 12, 1999, the Board of Directors appointed Deloitte &
Touche LLP as its principal accountant to audit the Company's 1999 financial
statements. During the Company's two most recent fiscal years ended December
31, 1998 and subsequent interim period prior to the engagement of Deloitte &
Touche LLP, neither the Company, nor anyone on its behalf, consulted
Deloitte & Touche LLP regarding (i) the application of accounting principles
to a specified completed or proposed transaction or the type of opinion that
Deloitte & Touche LLP might render on the Company's financial statements or
(ii) any matter that was the subject of a disagreement between the Company
and PricewaterhouseCoopers LLP as defined in Item 304(a)(1)(iv) of Regulation
S-K or a reportable event as described in Item 304(a)(1)(v).
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
EXHIBITS
Each exhibit marked with an asterisk is filed with this Amendment to the
Annual Report on Form 10-K/A.
Exhibit
Number Description
- ------- -----------
3.1 Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-62667) (the
"Registration Statement")).
3.2 Amended and Restated Bylaws of the Company (incorporated herein by
reference to Exhibit 3.2 to the Registration Statement).
4 Specimen form of certificate evidencing the Common Stock (incorporated
herein by reference to Exhibit 4 to the Registration Statement).
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10.1 Agreement and Plan of Reorganization by and among MetroCorp
Bancshares, Inc. MC Bancshares of Delaware, Inc. and MetroBank, N.A.
(incorporated herein by reference to Exhibit 10.1 to the Registration
Statement).
10.2 Form of Director Stock Option Agreement (incorporated herein by
reference to Exhibit 10.2 to the Registration Statement).
10.3 MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan
(incorporated herein by reference to Exhibit 10.3 to the Registration
Statement).
10.4 MetroCorp Bancshares, Inc. 1998 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.4 to the Registration
Statement).
10.5 MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.5 to the Registration Statement).
10.6** First Amendment to the MetroCorp Bancshares, Inc. 1998 Employee Stock
Purchase plan.
16.1* Letter of PricewaterhouseCoopers LLP regarding change in certifying
accountant.
21 Subsidiaries of MetroCorp Bancshares, Inc. (incorporated herein by
reference to Exhibit 21 to the Registration Statement).
27** Financial Data Schedule.
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*Filed herewith.
**Previously filed.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 MetroCorp Bancshares, Inc. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Houston and State of Texas on August 26, 1999.
METROCORP BANCSHARES, INC.
By: /s/ Don J. Wang
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Don J. Wang
Chairman of the Board, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the indicated
capacities on August 26, 1999.
Signature Positions
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/s/ Don J. Wang Chairman of the Board, President and Chief
- --------------------------- Executive Officer (principal executive officer)
Don J. Wang
/s/ Attilio F. Galli Chief Financial Officer (principal financial
- --------------------------- officer and principal accounting officer)
Attilio F. Galli
/s/ Tommy Chen Director
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Tommy Chen
/s/ Helen F. Chen Director
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Helen F. Chen
/s/ May P. Chu Director
- ---------------------------
May P. Chu
/s/ Jane W. Kwan Director
- ---------------------------
Jane W. Kwan
/s/ George M. Lee Director
- ---------------------------
George M. Lee
/s/ John Lee Director
- ---------------------------
John Lee
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/s/ David Tai Director
- ---------------------------
David Tai
/s/ Joe Ting Director
- ---------------------------
Joe Ting
-4-
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[PRICEWATERHOUSECOOPERS LLP LETTERHEAD]
August 26, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
MetroCorp Bancshares, Inc.
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We have read Item 9 of MetroCorp Bancshares, Inc.'s Form 10-K/A dated August
26, 1999 and are in agreement with the statements as they pertain to
PricewaterhouseCoopers LLP therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
