As filed with the Securities and Exchange Commission on __________________, 1996
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INTERNATIONAL BANCSHARES CORPORATION
(Exact name of issuer as specified in its charter)
TEXAS 74-2157138
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 SAN BERNARDO AVENUE, LAREDO, TEXAS 78042-1359
(Address of principal executive offices) (Zip Code)
1996 INTERNATIONAL BANCSHARES CORPORATION STOCK OPTION PLAN
(Full title of the plan)
Dennis E. Nixon With copies to:
Chairman of the Board of Directors William J. McDonough, Jr.
International Bancshares Corporation Cox & Smith Incorporated
1200 San Bernardo Avenue 112 E. Pecan Street, Suite 1800
Laredo, Texas 78042-1359 San Antonio, Texas 78205
(210)722-7611 (210)554-5500
(Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Title of Securities Amount to be Offering Price Offering Registration Fee
to be Registered Registered(1) per Share(2) Price(3) Fee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Common Stock 300,000 $41.00(3) $12,300,000.00 $4,242
par value $1.00
per share
(1) Plus such indeterminate number of additional shares of common stock as may
be issuable by reason of the operation of the anti-dilution provisions of the
stock options.
(2) This estimate is made solely for the purpose of determining the amount of
the registration fee.
(3) As to the 300,000 shares which may be issued pursuant to the 1996
International Bancshares Corporation Stock Option Plan, the maximum price
calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933, as
amended, is $41.00, which is the average of the bid and asked price reported on
the OTC bulletin board on September 3, 1996, which is the price used solely for
the purpose of calculating the registration fee.
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by International Bancshares Corporation, a Texas
corporation (the "Company" or "Registrant"), are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 filed with the Commission on April 1, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 filed with the Commission on May 14, 1996.
(c) The Company's Current Report on Form 8-K dated March 7, 1996 filed
with the Commission on March 14, 1996.
(d) The Company's Current Report on Form 8-K dated April 3, 1996 filed
with the Commission on April 8, 1996.
(e) See "Item 5. Other Events" on page 2 of the Company's Current Report
on Form 8-K dated June 7, 1995 filed with the Commission on June 20,
1995, which incorporates by reference "PROPOSAL 3 -- AMENDMENT TO
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED SHARES OF COMMON
STOCK" on page 10 and "PROPOSAL 4 -- REINCORPORATION PROPOSAL" on pages
11-21 of the Company's Proxy Statement dated April 20, 1995, which pages
are incorporated herein by reference.
All documents filed by the Company 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 date this Registration Statement is filed with the
Commission and prior to the filing of a post-effective amendment 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 the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such prior
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement, except as indicated herein.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Texas Business Corporation Act (the "TBCA"), the
Company's Articles of Incorporation provide that a director of the Company shall
not be liable to the Company or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a transaction for which the 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) for an act or omission
for which the liability of the director is expressly provided by an applicable
statute. In addition, Article 2.02-1 of the TBCA ("Article 2.02-1"), the
Company's Articles of Incorporation and the Company's By-laws (the "By-laws"),
under certain circumstances, provide for the indemnification of the Company's
officers, directors, employees, and agents against liabilities which they may
incur in such capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to the TBCA and the By-laws.
In general, under Article 2.02-1, any director, officer, employee or
agent of a Texas corporation may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys' fees) incurred in connection with a legal
proceeding to which he was a party as a result of such relationship, if he acted
in good faith and reasonably believed that in the case of conduct in his
official capacity as a director, officer, employee or agent of the corporation,
that his conduct was in the corporation's best interests, and in all other
cases, that his conduct was at least not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, that he had
no reasonable cause to believe his conduct was unlawful.
Under Article 2.02-1, a determination of indemnification must be made
(i) by a majority vote of a quorum of the board of directors who at the time of
the vote are not named defendants or respondents in the proceeding, (ii) if such
a quorum is unobtainable, a majority vote of a committee of the board of
directors, (iii) by independent legal counsel or (iv) by the shareholders in a
vote that excludes the shares held by directors who are named defendants or
respondents in the proceeding. A Texas corporation must indemnify a director,
officer, employee or agent of the corporation who is successful, on the merits
or otherwise, in the defense of the proceeding.
Article 2.02-1 permits a Texas corporation to advance funds to pay the
reasonable expenses of any director, officer, employee or agent of the
corporation involved in such action provided that the corporation receives a
written affirmation by the director of his good faith belief that he has met the
standard of
3
conduct necessary for indemnification specified by Article 2.02-1 and a written
undertaking that the person will repay the advanced funds unless it is
ultimately determined that he is not entitled to indemnification.
Indemnification of directors, officers, employees and agents of the
Company may also be granted pursuant to provisions of the By-laws which may be
adopted in the future, pursuant to the terms of agreements which may be entered
into in the future or pursuant to a vote of shareholders or disinterested
directors.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
NUMBER DOCUMENT
4.1 Articles of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Current Report on Form 8-K
dated June 7, 1995 filed with the Commission on June 20,
1995, and incorporated herein by reference)
4.2 By-laws of the Registrant (filed as Exhibit 3.2 to the
Registrant's Current Report on Form 8-K dated June 7, 1995
filed with the Commission on June 20, 1995, and incorporated
herein by reference)
5.1 Opinion of Cox & Smith Incorporated as to the legality of the
Common Stock being registered (filed herewith)
23.1 Consent of KPMG Peat Marwick LLP (filed herewith)
23.2 Consent of Cox & Smith Incorporated is included in Exhibit 5.1
filed herewith
24.1 Powers of Attorney (included on page 7 of this Registration
Statement)
4
ITEM 9. UNDERTAKINGS.
(a) The Registrant undertakes the following:
(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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
this Registration Statement is on Form S-3 or S-8 and 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 Securities Exchange Act of 1934 (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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) 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
5
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that the 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 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.
6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in Laredo, Texas on September 6, 1996.
INTERNATIONAL BANCSHARES CORPORATION
By: /s/ DENNIS E. NIXON
Dennis E. Nixon
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears
hereinbelow constitutes and appoints DENNIS E. NIXON his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said 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, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on September 6, 1996.
SIGNATURE NAME AND TITLE DATE
/s/ DENNIS E. NIXON President (Principal September 6, 1996
Dennis E. Nixon Executive Officer)
and Director
/s/ ARNOLDO CISNEROS Secretary-Treasurer September 6, 1996
Arnoldo Cisneros (Principal Financial
Officer)
/s/ LEONARDO SALINAS Vice President and
Leonardo Salinas Director September 6, 1996
/s/ LESTER AVIGAEL Director September 6, 1996
Lester Avigael
/s/ IRVING GREENBLUM Director September 6, 1996
Irving Greenblum
/s/ R. DAVID GUERRA Director September 6, 1996
R. David Guerra
/s/ RICHARD E. HAYNES Director September 6, 1996
Richard E. Haynes
/s/ ROY JENNINGS, JR. Director September 6, 1996
Roy Jennings, Jr.
/s/ SIOMA NIEMAN Director September 6, 1996
Sioma Nieman
/s/ ALBERTO A. SANTOS Director September 6, 1996
Alberto A. Santos
/s/ ANTONIO R. SANCHEZ JR. Director September 6, 1996
Antonio R. Sanchez Jr.
8
EXHIBIT INDEX
NUMBER DOCUMENT PAGE
4.1 Articles of Incorporation of the Registrant (filed as
Exhibit 3.1 to the Registrant's Current Report on Form 8-K
dated June 7, 1995 filed with the Commission on June 20,
1995, and incorporated herein by reference) *
4.2 By-laws of the Registrant (filed as Exhibit 3.2
to the Registrant's Current Report on Form 8-K
dated June 7, 1995 filed with the Commission on
June 20, 1995, and incorporated herein by reference) *
5.1 Opinion of Cox & Smith Incorporated as to the
legality of the Common Stock being registered
(filed herewith)
23.1 Consent of KPMG Peat Marwick LLP (filed herewith)
23.2 Consent of Cox & Smith Incorporated is included
in Exhibit 5.1 filed herewith
24.1 Powers of Attorney (included on page 7 of this
Registration Statement)
* Incorporated herein by reference
EXHIBIT 5.1
[LETTERHEAD OF COX & SMITH]
(210) 554-5268 [email protected]
September 6, 1996
International Bancshares Corporation
1200 San Bernardo
Laredo, TX 78040
Re: Registration Statement on Form S-8 for the 1996
International Bancshares Corporation Stock Option Plan
Gentlemen:
We have acted as counsel to International Bancshares Corporation, a
Texas corporation (the "Company"), in connection with the preparation for filing
with the Securities and Exchange Commission of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended.
The Registration Statement relates to an aggregate of 300,000 shares (the
"Shares") of the common stock, par value $1.00 per share, of the Company (the
"Common Stock"). The Shares are issuable pursuant to the Company's 1996
International Bancshares Corporation Stock Option Plan (the "Plan").
We have examined such corporate records, documents, instruments and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed herein. In such examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents, instruments, records and certificates submitted to us as copies or
originals.
Based upon the foregoing, we are of the opinion that the Shares will
have been duly authorized and legally issued and will constitute fully paid and
nonassessable shares of the Common Stock of the Company when issued in
accordance with the Plan.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, the rules or regulations of the Securities
and Exchange Commission promulgated thereunder or any similar provisions of any
state securities laws or regulations.
Very truly yours,
COX & SMITH INCORPORATED
By: /s/ WILLIAM J. MCDONOUGH, JR.
William J. McDonough, Jr.
For the Firm
EXHIBIT 23.1
ACCOUNTANTS' CONSENT
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
San Antonio, Texas
September 6, 1996
