<PAGE>
As filed with the Securities and Exchange Commission on January 10, 2000.
REGISTRATION NO. 333-91589
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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DON J. WANG
CHIEF EXECUTIVE OFFICER
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
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Pursuant to this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-8 (Registration No. 333-91589), MetroCorp Bancshares, Inc.,
a Texas corporation (the "Company"), hereby deregisters 60,000 shares of its
common stock, par value $1.00 per share ("Common Stock") issuable under the
Company's Non-Employee Director Stock Bonus Plan, heretofore registered.
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DEREGISTRATION OF SECURITIES
On November 24, 1999, MetroCorp Bancshares, Inc. (the "Company")
registered 380,000 shares of its Common Stock on a Registration Statement on
Form S-8 (Registration No. 333-91589) (the "Registration Statement") to be
offered pursuant to the Company's Director Stock Option Agreement, the Company's
Non-Employee Director Stock Bonus Plan and the Company's 1998 Stock Incentive
Plan. The 60,000 shares of Common Stock to be offered pursuant to the Company's
Non-Employee Stock Bonus Plan were inadvertently included on the Registration
Statement and are being deregistered from the Registration Statement.
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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, as amended by the Company's Form 10-Q/A filed on
January 10, 2000;
(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, as amended by the Company's Form 10-K/A filed on August
26, 1999;
(v) the Company's Current Report on Form 8-K dated March 8, 1999 and
filed on March 15, 1999; and
(vi) 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 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 4).
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*Filed Herewith.
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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 10TH DAY OF JANUARY, 2000.
METROCORP BANCSHARES, INC.
(Registrant)
By:/s/ Don J. Wang
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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 Ruth E. Ransom, 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 10TH DAY OF JANUARY, 2000.
<TABLE>
<CAPTION>
Signature Title
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<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 Senior Vice President and Chief Financial Officer
- -------------------------- (Principal Financial Officer/ Principal Accounting Officer)
Ruth E. Ransom
/s/ Helen F. Chen Director
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Helen F. Chen
/s/ Tommy F. Chen Director
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Tommy F. Chen
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/s/ May P. Chu Director
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May P. Chu
/s/ Jane W. Kwan Director
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Jane W. Kwan
/s/ George M. Lee Director
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George M. Lee
/s/ John Lee Director
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John Lee
/s/ David Tai Director
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David Tai
/s/ Joe Ting Director
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Joe Ting
</TABLE>
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EXHIBIT INDEX
Exhibit Number Description
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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 4).
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*Filed Herewith
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Post-Effective Amendment No. 1 to 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
January 10, 2000
