<PAGE>
As filed with the Securities and Exchange Commission October 13, 2000.
Registration No. 333-94213
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8, REGISTRATION NO. 333-94213,
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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
(Full title of the plan)
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
------------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Page 1 of 4
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AMENDMENT
This Post-Effective Amendment to Form S-8, Registration No. 333-94213,
is filed by National Bancshares Corporation of Texas, a Texas corporation,
pursuant to Rule 470 of the Securities Act of 1933. The undersigned hereby
amends Item 6 of Registration No. 33-94213 by adding the following:
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NATIONAL BANCSHARES CORPORATION OF TEXAS 1995 STOCK PLAN
The National Bancshares Corporation of Texas 1995 Stock Plan (the
"Plan") limits the liability of the Company's directors and Administrators
of the Plan and provides for indemnification under certain circumstances as
follows:
19. INDEMNIFICATION. No member of the Board of Directors or any
Administrator shall be liable for any action or determination taken
or made in good faith with respect to this Plan nor shall any member
of the Board of Directors or any Administrator be liable for any
agreement or instrument issued pursuant to this Plan or any grants
under it. Without limiting any other rights to indemnification, each
member of the Board of Directors and each administrator shall be
indemnified by the Company against any losses incurred in such
administration of this Plan to the fullest extent permitted by the
Texas Business Corporation Act, as amended.
Page 2 of 4
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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 this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 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
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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
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-94213 has been signed below by the following persons in
the capacities indicated on October 13, 2000.
<TABLE>
<CAPTION>
Signature Name and Title Date
--------- -------------- ----
<S> <C> <C>
* Chairman of the Board October 13, 2000
------------------------------ of Directors
Jay H. Lustig
* Director October 13, 2000
------------------------------
H. Gary Blankenship
* Director October 13, 2000
------------------------------
Tom Hacker
* Director October 13, 2000
------------------------------
John W. Lettunich
* Director October 13, 2000
------------------------------
Charles T. Meeks
* Director October 13, 2000
------------------------------
Marvin E. Melson
By: /s/ ANNE R. RENFROE
---------------------------------
Anne R. Renfroe, Attorney-In-Fact
</TABLE>
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