<PAGE>
As filed with the Securities and Exchange Commission on November 24, 1999.
REGISTRATION NO. 333-_______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
METROCORP BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 76-0579161
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
9600 BELLAIRE BOULEVARD, SUITE 252
HOUSTON, TEXAS 77036
(713) 776-3876
(Address of registrant's Principal Executive Offices)
METROCORP BANCSHARES, INC. DIRECTOR STOCK OPTION AGREEMENT
METROCORP BANCSHARES, INC. NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
METROCORP BANCSHARES, INC. 1998 STOCK INCENTIVE PLAN
(Full Title of Plan)
----------------
DON J. WANG
METROCORP BANCSHARES, INC.
9600 BELLAIRE BOULEVARD, SUITE 252
HOUSTON, TEXAS 77036
(Name, and address of agent for service)
713-776-3876
(Telephone number, including area code, of agent for service)
COPY TO:
WILLIAM T. LUEDKE IV
BRACEWELL & PATTERSON, L.L.P.
SOUTH TOWER, PENNZOIL PLACE
711 LOUISIANA STREET, SUITE 2900
HOUSTON, TEXAS 77002-2781
(713) 223-2900
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
PROPOSED
MAXIMUM PROPOSED AMOUNT OF
TITLE OF AMOUNT TO OFFERING MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED BE REGISTERED(1) PRICE PER SHARE (2) OFFERING PRICE(2) FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 380,000 $8.8125 $3,348,750 $931
========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the registration fee is calculated with
respect to the maximum number of the registrant's securities issuable
under the MetroCorp Bancshares, Inc. Director Stock Option Agreement,
MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan and
the MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (collectively,
the "Plans"). In addition, this Registration Statement shall also
include any additional shares of Common stock issuable pursuant to the
antidilution provisions of the Plans.
(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 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 November 22, 1999, which
was $8.8125, 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").
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
MetroCorp Bancshares, Inc., a Texas corporation, (the "Company") hereby
incorporates by reference into this registration statement (the "Registration
Statement"):
(i) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999;
(ii) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999;
(iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(iv) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998; and
(v) the description of the Company's Common Stock, par value $1.00 per
share, contained in the Company's Form 8-A, dated December 7,
1998, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission 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 filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement 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 this Registration Statement and to be a part
hereof from the date of filing of 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
modified 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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Company to indemnify officers and directors 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
II-1
<PAGE>
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 Company's Articles of Incorporation provide that a director of
the Company 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 constitutes a breach of duty of the director to the corporation or
an act or omission 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, or (iv) an act or omission for
which the liability of the director is expressly provided by statute.
The Company 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 Company,
whether or not the Company would have the power to indemnify such person against
such liability, as permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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. 333-62667).
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. 333-62667).
4.3 Form of MetroCorp Bancshares, Inc. Director Stock Option Agreement
(incorporated by reference from Exhibit 10.2 to the Company's
Registration Statement on Form S-1; Registration No. 333-62667).
4.4 MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan
(incorporated by reference from Exhibit 10.3 to the Company's
Registration Statement on Form S-1; Registration No. 333-62667).
4.5* First Amendment to the MetroCorp Bancshares, Inc. Non-Employee Director
Stock Bonus Plan.
4.6* Second Amendment to the MetroCorp Bancshares, Inc. Non-Employee
Director Stock Bonus Plan.
4.7 MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
reference from Exhibit 10.5 to the Company's Registration Statement on
Form S-1; Registration No. 333-62667).
5* Opinion and consent of Bracewell & Patterson, L.L.P. as to the validity
of the Common Stock being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the opinion filed
as Exhibit 5 hereto).
24* Power of Attorney (included on page II-4).
- -----
*Filed Herewith.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of a prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in this
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of
this section 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 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 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.
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 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
II-3
<PAGE>
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
THE REGISTRANT. 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 HOUSTON, STATE OF
TEXAS ON THE 24TH DAY OF NOVEMBER, 1999.
METROCORP BANCSHARES, INC.
(Registrant)
By: /s/ Don J. Wang
------------------------------------
Don J. Wang
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Don J. Wang and Attilio F. Galli, with full power to each of them to
act without the other, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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 24TH DAY OF NOVEMBER, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Don J. Wang Chairman of the Board, President and Chief Executive Officer
- ------------------------ (Principal Executive Officer)
Don J. Wang
/s/ Ruth E. Ransom Executive Vice President and Chief Financial Officer
- ------------------------ (Principal Financial Officer/ Principal Accounting Officer)
Ruth E. Ransom
/s/ Helen F. Chen Director
- ------------------------
Helen F. Chen
/s/ Tommy F. Chen Director
- ------------------------
Tommy F. Chen
II-5
<PAGE>
/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
/s/ David Tai Director
- ------------------------
David Tai
/s/ Joe Ting Director
- ------------------------
Joe Ting
</TABLE>
II-6
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
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.
333-62667).
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. 333-62667).
4.3 MetroCorp Bancshares, Inc. Director Stock Option Agreement
(incorporated by reference from Exhibit 10.2 to the Company's
Registration Statement on Form S-1; Registration No.
333-62667).
4.4 MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus
Plan (incorporated by reference from Exhibit 10.3 to the
Company's Registration Statement on Form S-1; Registration No.
333-62667).
4.5* First Amendment to the MetroCorp Bancshares, Inc. Non-Employee
Director Stock Bonus Plan.
4.6* Second Amendment to the MetroCorp Bancshares, Inc.
Non-Employee Director Stock Bonus Plan.
4.7 MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan
(incorporated by reference from Exhibit 10.5 to the Company's
Registration Statement on Form S-1; Registration No. 333-
62667).
5* Opinion and consent of Bracewell & Patterson, L.L.P. as to the
validity of the Common Stock being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the
opinion filed as Exhibit 5 hereto).
24* Power of Attorney (included on page II-4).
- -------------
*Filed Herewith
II-7
<PAGE>
FIRST AMENDMENT TO THE
METROCORP BANCSHARES, INC.
NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
This First Amendment to the MetroCorp Bancshares, Inc. Non-Employee
Stock Bonus Plan (the "Plan") was approved by the Board of Directors of
MetroCorp Bancshares, Inc. (the "Company") on and is effective as of April 7,
1999.
SECTION 1. AMENDMENT. Pursuant to Section 6.1 of the Plan, the Plan is hereby
amended in the following respects:
a. Section 2.4 of the Plan regarding the definition of Non-Employee
Director is hereby amended and shall read in its entirety as follows:
SECTION 2.4. "Non-Employee Director" means a member of the Board who is
not an employee of the Company or any of its subsidiaries.
b. Section 4.3 of the Plan regarding the committee responsible for
administration of the Plan is hereby amended and shall read in its entirety as
follows:
SECTION 4.3. The Non-Employee Director Bonus Committee (the
"Committee") of the Board of Directors shall be responsible for the
administration of the Plan; PROVIDED, HOWEVER, that such Committee
shall be composed solely of members of the Board who are also employees
of the Company or its subsidiaries. The Committee, by majority action
of its members, is authorized to interpret the Plan, prescribe, amend,
and rescind rules and regulations relating to the Plan, provide for
conditions and assurances deemed necessary or advisable to protect the
interests of the Company, and make all other determinations necessary
or advisable for the administration of the Plan, but only to the extent
not contrary to the express provisions of the Plan. The determinations,
interpretations, and other actions of the Committee pursuant to the
provisions of the Plan shall be binding and conclusive for all purposes
and on all persons.
SECTION 2. RATIFICATION. Except as hereby amended, the Plan shall remain
unchanged and is ratified and confirmed in all respects.
SECTION 3. DEFINED TERMS. All terms used in this First Amendment that are
defined in the Plan shall have the same meaning as in the Plan.
<PAGE>
IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this First Amendment to be executed as of the date first above written.
METROCORP BANCSHARES, INC.
BOARD OF DIRECTORS
Signature Title
--------- -----
/s/ Don J. Wang Chairman of the Board, President and
- ------------------------ Chief Executive Officer
Don J. Wang
/s/ Helen F. Chen Director
- ------------------------
Helen F. Chen
/s/ Tommy F. Chen Director
- ------------------------
Tommy 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
/s/ David Tai Director
- ------------------------
David Tai
/s/ Joe Ting Director
- ------------------------
Joe Ting
-2-
<PAGE>
SECOND AMENDMENT TO THE
METROCORP BANCSHARES, INC.
NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
This Second Amendment to the MetroCorp Bancshares, Inc. Non-Employee
Stock Bonus Plan (the "Plan") was approved by the Board of Directors of
MetroCorp Bancshares, Inc. (the "Company") on and is effective as of November 3,
1999.
SECTION 1. AMENDMENT. Pursuant to Section 6.1 of the Plan, the Plan is hereby
amended in the following respects:
a. Section 4.1(iv) of the Plan regarding the division of the
shares of Common Stock issuable to the eligible Non-Employee Directors is hereby
amended and shall read in its entirety as follows:
SECTION 4.1
(iv) The total shares issuable to the eligible Non-Employee
Directors as a group for any calendar year (as determined
pursuant to subparagraph 4.1(iii) above) shall be divided
among such Non-Employee Directors depending upon each person's
performance as a Non-Employee Director during such calendar
year, including, but not limited to, the number of meetings
attended, the number of Company and MetroBank, N.A. events
attended, the number of Board Committees served on and
involvement in any special projects.
SECTION 2. RATIFICATION. Except as hereby amended, the Plan shall remain
unchanged and is ratified and confirmed in all respects.
SECTION 3. DEFINED TERMS. All terms used in this Second Amendment that are
defined in the Plan shall have the same meaning as in the Plan.
<PAGE>
IN WITNESS WHEREOF, the Board of Directors of the Company has caused
this Second Amendment to be executed as of the date first above written.
METROCORP BANCSHARES, INC.
BOARD OF DIRECTORS
Signature Title
--------- -----
/s/ Don J. Wang Chairman of the Board, President and
- ------------------------ Chief Executive Officer
Don J. Wang
/s/ Helen F. Chen Director
- ------------------------
Helen F. Chen
/s/ Tommy F. Chen Director
- ------------------------
Tommy 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
/s/ Daivd Tai Director
- ------------------------
David Tai
/s/ Joe Ting Director
- ------------------------
Joe Ting
-2-
<PAGE>
[Bracewell & Patterson, L.L.P. Letterhead]
November 24, 1999
MetroCorp Bancshares, Inc.
9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036
Ladies and Gentlemen:
We have acted as counsel to MetroCorp Bancshares, Inc., a Texas corporation
(the "Company"), in connection with the registration and proposed issuance of
up to 380,000 shares (the "Shares") of its common stock, par value $1.00 per
share (the "Common Stock") in connection with the (i) MetroCorp Bancshares,
Inc. Founding Director Plan, (ii) MetroCorp Bancshares, Inc. Non-Employee
Director Stock Bonus Plan and (iii) MetroCorp Bancshares, Inc. 1998 Stock
Incentive 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>
MetroCorp Bancshares, Inc.
November 24, 1999
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,
/s/ Bracewell & Patterson, L.L.P.
Bracewell & Patterson, L.L.P.
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 19, 1999 relating to the
financial statements which appear in MetroCorp Bancshares, Inc.'s Annual Report
on Form 10-K for the year ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
Houston, Texas
November 24, 1999
