<PAGE>
As filed with the Securities and Exchange Commission on __________, 2000.
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NATIONAL BANCSHARES CORPORATION OF TEXAS
--------------------------------------------------
(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
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
NATIONAL BANCSHARES CORPORATION OF TEXAS
1994 NONQUALIFIED STOCK OPTION PLAN
NATIONAL BANCSHARES CORPORATION OF TEXAS 1995 STOCK PLAN
--------------------------------------------------------
(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
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered (1) per Share (2) Offering Price (2) Registration Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 431,700 $14.8125 $6,394,556.25 $1,688.16
$.001 per share
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) These 431,700 shares of Common Stock are registered hereby to be issued
in connection with the Plans, 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 December 31, 1999. This price is used solely for the
purpose of calculating the registration fee.
Page 1 of 12 Pages
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed in (a) through (c) below are incorporated by
reference in the Registration Statement, and all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all of the
shares of Common Stock have been sold or which deregisters any Common Stock
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.
(a) The Registrant's latest annual report filed pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed:
Annual Report on Form 10-K for the year ended December 31, 1998
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document
referred to in (a) above:
1. Form 10-Q for the Quarter Ended March 31, 1999
Filed: May 17, 1999
2. Form 10-Q for the Quarter Ended June 30, 1999
Filed: August 16, 1999
3. Form 10-Q for the Quarter Ended September 30, 1999
Filed: November 15, 1999
4. Form 10-K/A
Filed: April 23, 1999
5. Form 8-K
Filed: April 23, 1999
(c) See "Description of Registrant's Securities to be Registered" in
the Registrant's Form 10-SB, as amended, including any amendment or report
filed for the purpose of updating such information.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
Page 2 of 12 Pages
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
TEXAS STATUTES
Article 2.02-1 of the Texas Business Corporation Act (the "Act")
empowers a Texas corporation to indemnify any person who was, is, or is
threatened to be made, a named defendant or respondent to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such action,
suit or proceeding, and any inquiry or investigation that could lead to such
an action, suit or proceeding, because the person is or was a director of
such corporation, and any person who, while serving as a director of such
corporation, was serving at the request of such corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another corporation or enterprise. This indemnity may include
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by such person in connection with
such action, suit or proceeding, provided that he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. Indemnification
of a director is not permitted if the person is found liable for willful and
intentional misconduct in the performance of his duty to the corporation, is
found to be liable on the basis of the receipt of an improper benefit or is
found liable to the corporation. A Texas corporation is also permitted to
indemnify and advance expenses to officers, employees and agents who are not
directors to such extent as may be provided by its articles of incorporation,
bylaws, action of board of directors, a contract or required by common law.
No indemnification shall be permitted if the person shall have been found
liable for willful or intentional misconduct in the performance of his duty
to the corporation. A Texas corporation is required to indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named as a defendant or respondent because he is or
was a director or officer if he has been wholly successful, on the merits or
otherwise, in defense of the proceeding.
RESTATED ARTICLES OF INCORPORATION
The Registrant's Restated Articles of Incorporation
limits the liability of the Company's directors and provides for
the indemnification of the Company's directors and officers under
certain circumstances as follows:
ARTICLE NINE
A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages
for an act or omission in such director's capacity as
a director, except for liability of such director for
(1) a breach of such director's duty of loyalty to the
corporation or its shareholders; (2) 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; (3) a transaction from
which such director received an improper benefit,
whether or not the benefit resulted from an action
taken within the scope of such director's office; or
(4) an act or omission for which the liability of such
director is expressly provided by applicable statute.
If the Texas Business Corporation Act or the Texas
Miscellaneous Corporation Laws Act hereafter is
amended to authorize further limitation of the
liability of directors, then the liability of a
director of the corporation, in addition to the
limitation of
Page 3 of 12 Pages
<PAGE>
the personal liability provided herein, shall be
limited to the fullest extent permitted by the Texas
Business Corporation Act, as amended, and the Texas
Miscellaneous Corporation Laws Act, as amended.
No amendment to or repeal of this Article shall apply
to or have any effect upon the liability or alleged
liability of any director of the corporation for or
with respect to any act or omission of such director
occurring prior to such amendment or repeal.
ARTICLE TEN
The corporation shall indemnify its directors and
officers from and against any and all liabilities,
costs and expenses incurred by them in such capacities
to the fullest extent permitted by the Texas Business
Corporation Act, as presently in effect and as may be
hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage
fort those persons as and to the fullest extent
permitted by the Texas Business Corporation Act, as
presently in effect and as may be hereafter amended.
BYLAWS
Sections 1 and 2 of Article VIII of the Registrant's Bylaws
provide for the mandatory indemnification of the Company's directors and
officers under certain circumstances as follows:
INDEMNITY
Section 1. INDEMNIFICATION. The Company shall
indemnify its directors and officers from and against
any and all liabilities, costs and expenses incurred
by them in such capacities to the fullest extent
permitted by the Act, as presently in effect and as
may be hereafter amended, and shall have the power to
purchase and maintain liability insurance coverage for
those persons or make and maintain other arrangements
on such persons' behalf as, and to the fullest extent,
permitted by the Act, s presently in effect, and as
may be hereafter amended.
Section 2. INDEMNIFICATION NOT EXCLUSIVE. The rights
of indemnification and reimbursement provided for in
Section 1 of this Article VIII shall not be deemed
exclusive of any other rights to which any such
director or officer may be entitled under the Articles
of Incorporation, any By-Laws, agreement or vote of
shareholders, or as a matter of law or otherwise.
EMPLOYMENT AGREEMENTS
The employment agreement of Mr. Lustig provides for
indemnification under certain circumstances as follows:
Page 4 of 12 Pages
<PAGE>
8. INDEMNIFICATION. To the fullest extent authorized or
permitted by the laws of the State of Texas as from time to time is effect,
the Company shall hold harmless and indemnify the Executive against any and
all judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including, but not limited to attorneys'
fees), incurred in connection with any actual or threatened action or
proceeding, whether civil or criminal, to which the Executive is made or is
threatened to be made a party by reason of the fact that the Executive then
is or was a director or officer of the Company or then serves or has served
any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise in any capacity at the request of the Company. To
the fullest extent so permitted, the foregoing shall apply to actions by or
in the right of the Company and shall in any actual or threatened proceeding
require the Company to advance expenses on behalf of the Executive as said
expenses are incurred.
The employment agreement of Mr. Melson provides for
indemnification under comparable circumstances except that the final sentence
of the indemnification paragraph reads, in lieu of the final sentence of the
paragraph above, as follows: "To the fullest extent so permitted, the
foregoing shall in any actual or threatened proceeding require the Company to
advance expenses on behalf of the Executive as said expenses are incurred."
The employment agreement of Mr. Weiss provides for indemnification
under comparable circumstances as Mr. Lustig.
DIRECTOR AND OFFICER INSURANCE
The Registrant also has provided liability insurance for each
director and officer for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.
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.
4.1 Restated Articles of Incorporation and Statement of Relative
Rights and Preferences of Preferred Stock (previously filed on March 2, 1995
with the Registrant's Amendment No. 1 to Form 10-SB).
4.2 Bylaws of Registrant (previously filed on November 14, 1994 with
the Company's Form 10SB).
5.1 Opinion of Morris D. Weiss as to the legality of the Common
Stock being registered (filed herewith).
Page 5 of 12 Pages
<PAGE>
23.1 Consent of Padgett, Stratemann & Co., L.L.P. (filed herewith).
23.2 Consent of Morris D. Weiss (found in Exhibit 5.1).
24.1 Power of Attorney (filed herewith).
Powers of Attorney of directors and officers of Registrant are
included on the signature pages hereof.
ITEM 9. UNDERTAKINGS.
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, as amended (the "Securities Act");
(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 the 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 the Registration Statement.
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above do not
apply if this Registration Statement is on Form S-3, S-8 or Form F-3 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 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.
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 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.
Page 6 of 12 Pages
<PAGE>
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 counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of 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.
Page 7 of 12 Pages
<PAGE>
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 January 6, 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
(Chief Financial Officer and Principal
Accounting Officer)
Page 8 of 12 Pages
<PAGE>
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 them and in their 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.
Signature Name and Title Date
--------- -------------- ----
/s/ Jay H. Lustig Chairman of the Board January 5, 2000
- -----------------------------
Jay H. Lustigof Directors
/s/ H. Gary Blankenship Director January 5, 2000
- -----------------------------
H. Gary Blankenship
/s/ John W. Lettunich Director January 5, 2000
- -----------------------------
John W. Lettunich
/s/ Charles T. Meeks Director January 5, 2000
- -----------------------------
Charles T. Meeks
/s/ Marvin E. Melson Director January 5, 2000
- -----------------------------
Marvin E. Melson
Page 9 of 12 Pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Incorporation and *
Statement of Relative Rights and Preferences of
Preferred Stock (previously filed on March 2,
1995 with the Registrant's Amendment No. 1 to Form 10-SB).
4.2 Bylaws of Registrant, (previously filed on *
November 14, 1994 with the Company's Form 10-SB).
5.1 Opinion of Morris D. Weiss as to the legality 11
of the Common Stock being registered (filed herewith).
23.1 Consent of Padgett, Stratemann & Co., L.L.P. 12
(filed herewith)
23.2 Consent of Morris D. Weiss (found in Exhibit 5.1). *
24.1 Powers of Attorney of directors and officers *
of Registrant are included on the signature pages hereof.
</TABLE>
Page 10 of 12 Pages
<PAGE>
Exhibit 5.1
NATIONAL BANCSHARES CORPORATION OF TEXAS
12400 Highway 281 North
San Antonio, Texas 78216-2811
(210) 403-4200
Fax (210) 403-4274
January 6, 2000
National Bancshares Corporation of Texas
12400 Highway 281 North
San Antonio, Texas 78216-2811
Re: Registration Statement on Form S-8 for the
National Bancshares Corporation of Texas
1995 Stock Option Plan
Gentlemen:
I am Senior Vice President and General Counsel for National
Bancshares Corporation of Texas (the "Company") and have served as counsel,
along with the law firm of Cox & Smith Incorporated, in connection with the
preparation for filing with the Securities and Exchange Commission of the
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 431,700 shares (the "Shares") of the common stock, par value
$.001 per share ("Common Stock"), of the Company. The Shares are issuable
pursuant to the National Bancshares Corporation of Texas 1994 Nonqualified
Stock Option Plan and the National Bancshares Corporation of Texas 1995 Stock
Plan (together, the "Plans").
I have examined such corporate records, documents, instruments and
certificates of the Company as I have deemed necessary, relevant or
appropriate to enable me to render the opinion expressed herein. In such
examination, I 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, I am of the opinion that the Shares will
have been duly authorized and legally issued and will constitute fully paid
and nonassessable shares of Common Stock of the Company when issued in
accordance with the Plans.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I 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,
By: /s/ Morris D. Weiss
-----------------------------------------
Senior Vice President, General Counsel
Page 11 of 12 Pages
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) for the Registration of 431,700 shares of common stock dated
January 6, 2000 pertaining to the National Bancshares Corporation of Texas
1994 Nonqualified Stock Option Plan and the National Bancshares Corporation
of Texas 1995 Stock Plan of our report dated March 18, 1999 (except for Note
2 as to which the date is April 19, 1999) with respect to the consolidated
financial statements of National Bancshares Corporation of Texas included in
its Annual Report (Form 10-K/A) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/ Padgett, Stratemann & Co., L.L.P.
-----------------------------------------
PADGETT, STRATEMANN & CO., L.L.P.
San Antonio, Texas
January 6, 2000
Page 12 of 12 Pages
