<PAGE>
As filed with the Securities and Exchange Commission on April 1, 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. 1998 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of Plan)
--------------------
ATTILIO F. GALLI
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 200,000 $9.75 $1,950,000 $542
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</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. 1998 Employee Stock Purchase Plan (the "Plan").
In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as
amended (the "Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Plan which is described herein.
(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 March 26, 1999, which was $9.75, and (b)
provided herein for the sole purpose of determining the registration
fee. Pursuant to Rule 457(h)(2), no separate fee is required with
respect to the Plan interests.
<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") and the
MetroCorp Bancshares, Inc. 1998 Employee Stock Purchase Plan (the "Plan"),
hereby incorporate by reference into this registration statement (the
"Registration Statement"):
(i) the Company's Annual Report on Form 10-K for the year ended
December 31, 1998; and
(ii) 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 or the Plan with the Securities and
Exchange Commission ("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.
The Company will provide, without charge, to each participant in the Plan,
on written or oral request of such person, a copy of any or all of the documents
(without exhibits, unless such exhibits are specifically incorporated by
reference), incorporated by reference pursuant to this Item 3. All such
requests should be directed to MetroCorp Bancshares, Inc., 9600 Bellaire
Boulevard, Suite 252, Houston, Texas 77036, Attention: Attilio F. Galli, Senior
Vice President and Chief Financial Officer. The phone number at that address is
(713) 776-3876.
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 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.
II-1
<PAGE>
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 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 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 MetroCorp Bancshares, Inc. 1998 Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-1; Registration No. 333-62667).
4.4 First Amendment to the MetroCorp Bancshares, Inc. 1998 Employee Stock
Purchase Plan (incorporated by reference from Exhibit 10.6 to the
Company's Form 10-K for the year ended December 31, 1998).
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.
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:
II-2
<PAGE>
(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 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.
[SIGNATURE PAGE FOLLOWS]
II-3
<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 31ST DAY OF MARCH, 1999.
METROCORP BANCSHARES, INC.
(Registrant)
By: /s/ Don J. Wang
----------------------------------------
Don J. Wang
Chairman of the Board, 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 31ST DAY OF MARCH, 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/ Attilio F. Galli Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer/Principal Accounting Officer)
Attilio F. Galli
- -------------------------- 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
II-4
<PAGE>
- -------------------------- Director
George M. Lee
/s/ John Lee Director
- --------------------------
John Lee
/s/ David Tai Director
- --------------------------
David Tai
/s/ Joe Ting Director
- --------------------------
Joe Ting
</TABLE>
II-5
<PAGE>
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
PLAN ADMINISTRATOR 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 31ST DAY OF MARCH, 1999.
METROCORP BANCSHARES, INC. 1998 EMPLOYEE
STOCK PURCHASE PLAN
(PLAN)
MetroCorp Bancshares, Inc., as Plan Administrator
By: /s/ Don J. Wang
----------------------------------------------
Name: Don J. Wang
Title: Chairman of the Board, President and
Chief Executive Officer
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. 1998 Employee Stock Purchase Plan
(incorporated by reference from Exhibit 10.4 to the Company's
Registration Statement on Form S-1; Registration No. 333-62667).
4.4 First Amendment to the MetroCorp Bancshares, Inc. 1998 Employee
Stock Purchase Plan (incorporated by reference from Exhibit 10.6
to the Company's Form 10-K for the year ended December 31, 1998).
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>
April 1, 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
200,000 shares (the "Shares") of its common stock, par value $1.00 per share
(the "Common Stock") in connection with the (i) MetroCorp Bancshares, Inc. 1998
Employee Stock Purchase Plan (the "Plan"). 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.
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.
<PAGE>
MetroCorp Bancshares, Inc.
April 1, 1999
Page 2
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>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement of MetroCorp Bancshares, Inc. on Form S-8 of our report dated
March 19, 1999, on our audits of the consolidated financial statements of
MetroCorp Bancshares, Inc. as of December 31, 1998 and 1997, and for each of
the three years in the period ended December 31, 1998.
PRICEWATERHOUSECOOPERS LLP
/s/ PricewaterhouseCoopers LLP
Houston, Texas
April 1, 1999
