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As filed with the Securities and Exchange Commission on October 13, 2000.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATIONAL BANCSHARES CORPORATION OF TEXAS
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(Exact name of issuer as specified in its charter)
TEXAS 74-1692337
------------------------------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12400 Hwy. 281 North, San Antonio, Texas 78216-2811
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(Address of principal executive offices) (Zip Code)
NATIONAL BANCSHARES CORPORATION OF TEXAS 1995 STOCK PLAN
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(Full title of the plans)
Morris D. Weiss
Senior Vice President, General Counsel
National Bancshares Corporation of Texas
12400 Hwy. 281 North
San Antonio, Texas 78216-2811
(210) 403-4219
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered (1) per Share (2) Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par 205,000 $ 13.375 $ 2,741,875.00 $ 723.85
value $.001 per share
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(1) These 205,000 shares of Common Stock are registered hereby to be issued
in connection with the Plan, 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 options and stock awards.
(2) In accordance with Rule 457(h), computed upon the basis of the prices
reported on AMEX on September 30, 2000. This price is used solely for the
purpose of calculating the registration fee.
Page 1 of 8 Pages
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The contents of the earlier (i) Registration Statement on Form S-8,
Registration No. 333-94213, and (ii) the Post Effective Amendment No. 1 to
Form S-8 (File No. 333-94213), Registration No. 333-94213, are hereby
incorporated by reference herein.
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<CAPTION>
ITEM 8. EXHIBITS
<S> <C>
5.1 Opinion of Morris D. Weiss as to the legality of the Common
Stock being registered (filed herewith).
23.1 Consent of KPMG, L.L.P. (filed herewith).
23.2 Consent of Padgett, Stratemann & Co., L.L.P. (filed herewith).
24.1 Power of Attorney (filed herewith).
Powers of Attorney of directors and officers of Registrant are
included on the signature pages hereof.
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Page 2 of 8 Pages
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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 San Antonio, Texas on October 13, 2000.
NATIONAL BANCSHARES CORPORATION
OF TEXAS
By: /s/ Marvin E. Melson
-----------------------------------------
Marvin E. Melson, Chief Executive Officer
(Principal Executive Officer)
NATIONAL BANCSHARES CORPORATION
OF TEXAS
By: /s/ Anne R. Renfroe
-----------------------------------------
Anne R. Renfroe, Chief Financial Officer
and Principal Accounting Officer
Page 3 of 8 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Anne R. Renfroe and Morris D. Weiss,
and each of them, as his true and lawful attorneys-in-fact and agents, 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 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
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be
done in and about the foregoing, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their 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 has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Name and Title Date
--------- -------------- ----
<S> <C> <C>
/s/ Jay H. Lustig Chairman of the Board October 13, 2000
--------------------------- of Directors
Jay H. Lustig
/s/ H. Gary Blankenship Director October 13, 2000
---------------------------
H. Gary Blankenship
/s/ Tom Hacker Director October 13, 2000
---------------------------
Tom Hacker
/s/ John W. Lettunich Director October 13, 2000
---------------------------
John W. Lettunich
/s/ Charles T. Meeks Director October 13, 2000
---------------------------
Charles T. Meeks
/s/ Marvin E. Melson Director October 13, 2000
---------------------------
Marvin E. Melson
By: /s/ Anne R. Renfroe
---------------------------
Anne R. Renfroe, Attorney-in-Fact
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Page 4 of 8 Pages
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EXHIBIT INDEX
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<CAPTION>
Exhibit No. Description Page
----------- ----------- ----
<S> <C> <C>
5.1 Opinion of Morris D. Weiss as to the legality of the Common Stock 6
being registered (filed herewith).
23.1 Consent of KPMG, L.L.P. (filed herewith). 7
23.2 Consent of Padgett, Stratemann & Co., L.L.P. (filed herewith) 8
24.1 Powers of Attorney of directors and officers of Registrant are included *
on the signature pages hereof.
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Page 5 of 8 Pages
