As filed with the Securities and Exchange Commission on September 22, 2000.
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RAMPART CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
TEXAS 76-0467502
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
700 LOUISIANA, SUITE 2150
HOUSTON, TEXAS 77002
(Address, including Zip Code, of Registrant's Principal Executive Offices)
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1998 STOCK COMPENSATION PLAN
OF
RAMPART CAPITAL CORPORATION
(Full Title of Plan)
--------------------------
Name, Address, Telephone and Copy of Communications to:
Number of Agent for Service:
J.H. CARPENTER CHRIS A. FERAZZI
RAMPART CAPITAL CORPORATION PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 2150 700 LOUISIANA, 35TH FLOOR
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002-2370
(713) 223-4610 (713) 226-0600
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO OFFERING AGGREGATE REGISTRATION FEE
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) (2)
--------------------------------------- ----------------- -------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 375,000 shs. $ 1.9688 $ 738,300.00 $ 194.91
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<FN>
(1) Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of Common Stock issuable
as a result of the anti-dilution provisions of the Plan.
(2) Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale
prices for the Common Stock on the American Stock Exchange on September 18, 2000, which was $1.9688. Pursuant
to Rule 457(h), the registration fee is calculated with respect to the maximum number of the registrant's
securities issuable under the Plan.
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</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants pursuant to this
Item is set forth in the Information Memorandum for the 1998 Stock Compensation
Plan of Rampart Capital Corporation.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Information Memorandum referenced in Item 1 above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATED OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Rampart Capital Corporation, a Texas
corporation (the "Company" or "Registrant"), with the Securities and Exchange
Commission ("Commission") are incorporated into this registration statement
("Registration Statement") by reference:
- Annual Report on Form 10-KSB for the year ended December 31, 1999,
filed on March 29, 2000;
- Definitive Proxy Statement for the Annual Meeting of Shareholders,
filed April 28, 2000;
- Quarterly Report on Form 10-QSB for the quarter ended March 31,
2000, filed on May 15, 2000;
- Quarterly Report on Form 10-QSB for the quarter ended June 30, 2000,
filed on August 11, 2000; and
- The description of our common stock contained in the prospectus
filed on September 21, 1999, including any amendments or reports
filed to update the 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 such documents. The Company will provide without
charge to each participant in the Stock Bonus Plan, upon written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act,
the articles of incorporation of a Texas corporation may provide that a director
of that corporation shall not be liable, or shall be liable only to the extent
provided in the articles of incorporation, to the corporation or its
shareholders for monetary damages for acts or omissions in the director's
capacity as a director, except that the articles of incorporation cannot provide
for the elimination or limitation of liability of a director to the extent that
the director is found liable for (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) any transaction from which the director received an improper
personal benefit, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute. In accordance with
Article 1302-7.06, Article Six of the Company's Amended and Restated Articles of
Incorporation eliminates a director's liability to the Company and its
shareholders for monetary damages for an act or omission in the director's
capacity as a director.
In addition, Article 2.02-1 of the Texas Business Corporation Act ("TBCA")
empowers the Company to indemnify present and former directors, officers,
employees, agents and other persons acting on the Company's behalf against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses (including court costs and attorneys' fees) actually
incurred by them in connection with a proceeding brought against them in their
respective present or former capacities as directors, officers, employees or
agents of the Company, or of any other entity in which they are or were serving
in such capacities at the Company's request. However, the TBCA provides that
unless a court of competent jurisdiction determines otherwise, indemnification
is available only if the person (1) acted in good faith, (2) reasonably believed
that he acted (a) in his official capacity, in a manner which was in the
Company's best interests, and (b) in other than in his official capacity, in a
manner which he reasonably believed was at least not opposed to the Company's
best interests, and (3) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Even if these three
elements are established, if a person is found liable to the Company, or liable
on the basis that he received an improper personal benefit, indemnification is
(i) limited to his reasonable expenses, and (ii) prohibited if he is found
liable for willful or intentional misconduct in performing his duties to the
Company.
The TBCA prescribes procedures which the Company must use in determining
whether a claim is indemnifiable under the statute; if so, whether to authorize
indemnification (unless it is made mandatory by articles of incorporation,
bylaws, director or shareholder resolution, or agreement); and the
reasonableness of any expenses for which indemnification is sought. Each of
these determinations must be made by (i) a majority vote of a quorum of
disinterested directors, (ii) if such quorum is unobtainable, then by a majority
vote of a special committee of disinterested directors appointed by a majority
vote of all directors, (iii) special legal counsel selected by the board of
directors or a committee of the board by vote as described in (i) or (ii), or if
such quorum is unobtainable or such committee cannot be established, then by a
majority vote of all directors, or (iv) a vote of disinterested shareholders.
The Company is obligated under Article 2.02-1 to indemnify a director or
officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was a
director or officer if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. Under Article 2.02-1, the Company
may (i) indemnify and advance expenses to an officer, employee, agent or other
person who are or were serving at the request of the Company as a director,
officer, partner venturer, proprietor, trustee, employee, agent or similar
functionary of another entity to the same extent that it may indemnify and
advance expenses to directors, (ii) indemnify and advance expenses to directors
and such other persons to such further extent, consistent with law, as may be
provided in the Company's articles of incorporation, bylaws, action of its board
of directors, or contract or as permitted by common law and (iii) purchase and
maintain insurance or another arrangement on behalf of directors and such other
persons against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person regardless of whether the
Company could indemnify him against such liability under the TBCA.
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<PAGE>
Article IX of the Company's Amended and Restated Bylaws sets forth specific
provisions for indemnification of directors, officers, agents and other persons
which are substantially identical to the provisions of Article 2.02-1 described
above. The Amended and Restated Bylaws provide for advance payment of any
expenses subject to authorization of the board of directors and a written
promise to repay the payment unless it is determined that he is entitled to
indemnification. Article IX further provides that the rights to indemnification
are not exclusive of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of shareholders or otherwise. Such rights to
indemnification by the Amended and Restated Bylaws shall continue after the
person has ceased to hold a position and shall inure to that person's heirs and
personal representatives. The Amended and Restated Bylaws also provide for
reports to the shareholders of the Company as to indemnification payments,
advance payments and insurance payments.
The above discussion of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, as amended, and Texas statutes is
not intended to be exhaustive and is qualified in its entirety by such Articles,
Bylaws and statutes.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NO. DESCRIPTION
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4.2 1998 Stock Compensation Plan of Rampart Capital Corporation, as
revised June 24, 1999 (filed as Exhibit 10.1 to Rampart's Annual
Report on Form 10-KSB for the year ended December 31, 1999).
5.1* Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities.
23.1* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
23.2* Consent of Pannell Kerr Forster of Texas, P.C.
24.1* Powers of Attorney (included on signature page).
* Filed herewith
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<PAGE>
ITEM 9. UNDERTAKINGS
(a) Undertaking to Update
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 to:
(i) include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(ii) 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 in the
Registration Statement; and
(iii) 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 the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 15(d) of the Exchange Act that are incorporated by reference in
the 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) Undertaking With Respect to Documents Incorporated by
Reference
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 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.
(c) Undertaking With Respect to Indemnification
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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registration 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 the City of Houston, State of Texas, on this 18th day of
September, 2000.
RAMPART CAPITAL CORPORATION
By: /s/ C.W. Janke
--------------------------------
C.W. Janke
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C.W. Janke or J.H. Carpenter and each or either
of them his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all pre- and post-effective amendments
and supplements to this Registration statement, and to file the same, or caused
to be filed the same, with all exhibits thereto, and to her documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such 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 in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or the substitute or substitutes of him, may lawfully do or cause to be
done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on this 18th day of September 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ C.W. Janke Chairman of the Board, Chief September 18, 2000
------------------------- Executive Officer (Principal
C.W. Janke Executive Officer)
/s/ J.H. Carpenter Chief Operating Officer, Director September 18, 2000
-------------------------
J.H. Carpenter
/s/ Charles Presley Vice President, Chief Financial September 18, 2000
------------------------- Officer, Treasurer & Controller
Charles F. Presley
/s/ James W. Christian Director September 18, 2000
-------------------------
James W. Christian
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<PAGE>
/s/ James J. Janke Director September 18, 2000
-------------------------
James J. Janke
/s/ Robert A. Shuey, III Director September 18, 2000
-------------------------
Robert A. Shuey, III
</TABLE>
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
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4.2 1998 Stock Compensation Plan of Rampart Capital Corporation, as
revised June 24, 1999 (filed as Exhibit 10.1 to Rampart's Annual
Report on Form 10-KSB for the year ended December 31, 1999).
5.1* Opinion of Porter & Hedges, L.L.P. with respect to legality of
securities.
23.1* Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
23.2* Consent of Pannell Kerr Forster of Texas, P.C.
24.1* Powers of Attorney (included on signature page).
* Filed herewith
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