As filed with the Securities and Exchange Commission on June 24, 1998
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------
SOUTHSIDE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1848732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 S. BECKHAM
TYLER, TEXAS 75710
(Address of principal executive offices) (Zip Code)
-----------------------
SOUTHSIDE BANCSHARES, INC.
1993 INCENTIVE
STOCK OPTION PLAN,
AS AMENDED
(Full title of the plan)
-----------------------
SAM DAWSON copy to:
PRESIDENT RONALD J. FRAPPIER, ESQ.
SOUTHSIDE BANCSHARES, INC. JENKENS & GILCHRIST
1201 S. BECKHAM A PROFESSIONAL CORPORATION
TYLER, TEXAS 75710 1445 ROSS AVENUE, SUITE 3200
(Name and address of agent for service) DALLAS, TEXAS 75202
(903) 531-7111
(Telephone number, including area code,
of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1)(2) PER SHARE (3)(4) PRICE (3)(4) FEE (4)
- ------------------- ----------------- ---------------- ------------ ------------
Common Stock, $2.50 385,875 Shares $26.36 $5,626,268 $1,660.00
par value per share
=================== ================= ================ ============ ============
(1) THE SECURITIES TO BE REGISTERED INCLUDE AN AGGREGATE OF 385,875 SHARES
RESERVED FOR ISSUANCE UNDER THE SOUTHSIDE BANCSHARES, INC. 1993
INCENTIVE STOCK OPTION PLAN, AS AMENDED (THE "PLAN").
(2) PURSUANT TO RULE 416, THIS REGISTRATION STATEMENT ALSO COVERS SUCH
ADDITIONAL SHARES AS MAY HEREINAFTER BE OFFERED OR ISSUED RESULTING
FROM STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS OR CERTAIN OTHER
CAPITAL ADJUSTMENTS.
(3) ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4) CALCULATED PURSUANT TO RULE 457(C) AND (H). ACCORDINGLY, THE PRICE PER
SHARE OF THE COMMON STOCK OFFERED HEREUNDER PURSUANT TO THE PLAN IS
BASED ON (I) 2,134 SHARES OF COMMON STOCK RESERVED FOR ISSUANCE UNDER
THE PLAN, BUT NOT SUBJECT TO OUTSTANDING STOCK OPTIONS, AT A PRICE PER
SHARE OF $26.00, WHICH IS THE AVERAGE OF THE HIGH AND LOW PRICES
REPORTED ON THE NASDAQ NATIONAL MARKET IN THE COMMON STOCK AS OF JUNE
22, 1998, WHICH IS A DATE WITHIN FIVE BUSINESS DAYS PRIOR TO THE DATE
OF FILING THE REGISTRATION STATEMENT, AND (II) THE FOLLOWING SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE UNDER THE PLAN AND SUBJECT TO
OPTIONS ALREADY GRANTED THEREUNDER AT THE FOLLOWING EXERCISE PRICES:
NUMBER OF OPTIONS GRANTED OPTION PRICE
------------------------- ------------
94,137 $ 6.27
64,827 10.37
77,175 13.61
73,502 17.75
74,100 26.36
CORPDAL:106669.3 26950-00006
<PAGE>
EXPLANATORY NOTE
The information required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 of the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.
Included in Part I of this Registration Statement on Form S-8 is a
reoffer prospectus concerning reoffers and resales of certain of the shares of
Common Stock registered hereby, which is filed in reliance on General
Instruction C to Form S-8.
CORPDAL:106669.3 26950-00006
<PAGE>
9,683 SHARES
SOUTHSIDE BANCSHARES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 9,683 shares (the "Shares")
of Common Stock, par value $2.50 per share (the "Common Stock") of Southside
Bancshares, Inc. (the "Company"), which may be offered from time to time by the
respective Selling Shareholders. See "Selling Shareholders." The Company will
receive no part of the proceeds from such sales. See "Plan of Distribution." All
expenses (other than commissions and discounts of underwriters, dealers or
agents) incurred in connection with this offering are estimated to be
approximately $10,000. All of such expenses will be paid by the Company.
The Company has been advised by the Selling Shareholders that they may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the Nasdaq National Market at prices prevailing at the time of such sales
or at prices reasonably related thereto, (ii) otherwise than on the Nasdaq
National Market at market prices prevailing at the time of the sale or at
negotiated prices, or (iii) by a combination of the foregoing methods of sale. A
Selling Shareholder and any broker, dealer or other agent executing sell orders
on behalf of a Selling Shareholder may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Act"), in which event
commissions received by any such broker, dealer or agent may be deemed to be
underwriting commissions under the Act.
The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "SBSI." On June 22, 1998, the last reported closing price of
the Common Stock on the Nasdaq National Market was $ 25.75 per share.
-------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-------------------
The date of this Prospectus is June 24, 1998.
CORPDAL:106669.3 26950-00006
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports, proxy statements, and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
regional offices of the Commission: New York Regional Office, 7 World Trade
Center, Thirteenth Floor, New York, NY 10048; and Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, IL
60661. Copies of such material can be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Reports, proxy information statements and other
information regarding registrants that file electronically with the Commission
can be obtained at the following Web site maintained by the Commission:
http://www.sec.gov.
The Company's Common Stock is traded on the Nasdaq National Market
under the symbol "SBSI." Reports and other information concerning the Company
can be obtained by contacting the Nasdaq Stock Market, Inc., at the following
address: Nasdaq Stock Market, Inc., 1735 K Street N.W., Washington, D.C.
20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended March 31, 1998.
(3) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A12G, dated May 12, 1998, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant 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 date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Any statement contained in a document incorporated by reference shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained hereby or in any other subsequently filed
document or in an accompanying prospectus supplement modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such person, a
copy of all documents incorporated herein by reference, other than exhibits. All
requests for copies of such documents should be directed to: Lee R. Gibson,
Southside Bancshares, Inc., 1201 S.
Beckham, Tyler, Texas 75710, telephone number (903) 531-7111.
THE COMPANY
The Company is a Texas corporation organized in 1982 that serves as a
bank holding company for Southside Bank (the "Bank"), a Texas-chartered bank
organized in 1960. The Company owns all of the capital stock of Southside
Delaware Financial Corporation, a Delaware corporation ("Southside Delaware"),
that in turn owns all of the capital stock of the Bank. The Company and the Bank
are headquartered in Tyler, Texas, which is located approximately 90 miles east
of Dallas, Texas and 90 miles west of Shreveport, Louisiana. The Bank has the
largest deposit base in the Tyler metropolitan area, which has a population of
approximately 166,000, and is the largest independent bank headquartered in East
Texas. At December 31, 1997, the Company had total assets of $571 million,
deposits of $463 million, loans of $293 million and shareholders' equity of $40
million.
The Bank is a community-focused financial institution that offers a
full range of financial services to individuals, businesses and nonprofit
organizations in its primary market area. These services include consumer and
commercial loans, deposit accounts, trust services, safe deposit services and
brokerage services.
CORPDAL:106669.3 26950-00006
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<PAGE>
SELLING SHAREHOLDERS
This Prospectus covers resales of shares of Common Stock which have
been awarded to officers and employees of the Company and its subsidiaries whose
performance and responsibilities are influential to the success of the Company
("Key Employees") under the Southside Bancshares, Inc. 1993 Incentive Stock
Option Plan, as amended (the "Plan"). The participants who have been granted
options pursuant to the Plan, but not yet exercised those options, are
collectively referred to herein as the "Selling Shareholders" and each as a
"Selling Shareholder." The Selling Shareholders have received the Shares
pursuant to grants of options to them under the terms of the Plan, and are owned
respectively by each of the Selling Shareholders in the amounts as are listed in
the table below.
Under the Plan, approved by the Shareholders of the Company on April
28, 1993 and amended on April 24, 1996, a committee of the Board of Directors of
the Company (the "Board"), appointed by the Board to administer the Plan (the
"Committee"), from time to time selects Key Employees to whom options may be
granted.
The following table sets forth, as of May 31, 1998, certain information
regarding the beneficial ownership of the Common Stock of the Company as held by
the participants who have been granted options under the Plan:
<TABLE>
<CAPTION>
Common Stock Beneficially Shares of Common Stock
Owned Common Stock Beneficially Owned
Name Prior to Offering (1) Offered After Offering (3)
---- --------------------- ------- ------------------
Number Percent (2) Number Percent (2)
------ ----------- ------ -----------
<S> <C> <C> <C> <C> <C>
B.G. Hartley 64,961.57(4) 1.8% 8,683 56,278.57 1.6%
Chairman of the Board
of the Company and
Chairman of the Board
and Chief Executive
Officer of the Bank
Titus E. Jones 21,250.19(5) * 1,000 20,250.19 *
Executive Vice
President, Commercial
Lending, and Director of
the Bank
</TABLE>
- ------------------------
* Less than one percent (1%)
(1) Unless otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of Common Stock
beneficially owned, subject to community property laws where
applicable.
(2) As of May 31, 1998, there were 3,500,937 shares of Common Stock issued
and outstanding. (3) Assumes that all of the shares of Common Stock
offered hereby are actually sold. (4) Includes 17,610 shares which
could be acquired pursuant to the exercise of stock options within
sixty days of May 31, 1998.
(5) Includes 18,030 shares which could be acquired pursuant to the exercise
of stock options within sixty days of May 31, 1998.
CORPDAL:106669.3 26950-00006
-3-
<PAGE>
PLAN OF DISTRIBUTION
This Prospectus covers the sale by the Selling Shareholders of the
Shares. The Shares were acquired by the Selling Shareholders pursuant to the
Plan. See "Selling Shareholders." The Company has been advised by the Selling
Shareholders that they may sell all or a portion of the Shares offered by this
Prospectus from time to time (i) on the Nasdaq National Market at prices
prevailing at the time of such sales or at prices reasonably related thereto,
(ii) otherwise than on the Nasdaq National Market at market prices prevailing at
the time of the sale or at negotiated prices, or (iii) by a combination of the
foregoing methods of sale. A Selling Shareholder and any broker, dealer or other
agent executing sell orders on behalf of a Selling Shareholder may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Act"), in which event commissions received by any such broker, dealer or
agent may be deemed to be underwriting commissions under the Act. Such
commissions received by a broker, dealer or agent may be in excess of customary
compensation.
The Company will pay all of the costs, expenses and fees incident to
the offering and sale of the Shares to the public, other than commissions and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Jenkens & Gilchrist, a Professional Corporation, 1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and
the consolidated statements of income, shareholders' equity, and cash flow for
each of the three years in the period ended December 31, 1997 incorporated by
reference in this Prospectus have been incorporated herein in reliance on the
report of Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement on Form S-8 under the Act with
respect to the Shares offered hereby. This Prospectus does not contain all the
information included in such Registration Statement, certain portions of which
are omitted as permitted by the rules and regulations of the Commission. The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal offices of the Commission in Washington, D.C.,
without charge, and copies of the material contained herein may be obtained from
the Commission upon payment of the applicable copying charges. For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.
CORPDAL:106669.3 26950-00006
-4-
<PAGE>
===================================== ========================================
NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND IF
GIVEN OR MADE, SUCH INFORMATION MUST
NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE
SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES OTHER THAN
THE SHARES OFFERED HEREBY, OR IN ANY
STATE OR JURISDICTION IN WHICH SUCH 9,683 SHARES
OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF.
SOUTHSIDE BANCSHARES, INC.
-------------------------------
TABLE OF CONTENTS COMMON STOCK
-------------------------------
Page
Available Information............ 2
Incorporation of Certain
Documents by Reference........ 2
The Company...................... 3 ---------------------------
Selling Shareholders............. 3
Plan of Distribution............. 3 PROSPECTUS
Legal Matters.................... 4
Experts.......................... 4 ---------------------------
Additional Information........... 4
------------------------------
June 24, 1998
===================================== ========================================
CORPDAL:106669.3 26950-00006
-5-
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the registrant with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.
(2) The Company's Quarterly Report on Form 10-Q filed with the
Commission for the quarter ended March 31, 1998.
(3) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A12G, dated May 12, 1998, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the registrant 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 date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and Bylaws of the Company provide that
its officers and directors will be indemnified by the Company to the fullest
extent permitted by law. The Texas Business Corporations Act ("TBCA") permits,
and in some cases requires, corporations to indemnify officers, directors,
agents and employees who are or have been a party to or are threatened to be
made a party to litigation against judgments, fines, settlements and reasonable
expenses under certain circumstances. Under the TBCA, reasonable expenses
incurred by a director or officer may be paid or reimbursed by the Company in
advance of a final disposition of the proceeding after the Company receives a
written affirmation by the director or officer of his or her good faith belief
that he or she has met the standard of conduct necessary for indemnification and
a written undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined that the director or officer is not
entitled to indemnification by the Company. The TBCA requires the Company to
indemnify an officer or director against reasonable expenses incurred in
connection with the proceeding in which he or she is named defendant or
respondent because he or she is or was a director or officer if he or she is
wholly successful in defense of the proceeding.
The Company has purchased director and officer liability insurance that
insures directors and officers of the Company against liabilities in connection
with the performance of their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
4.1 Southside Bancshares, Inc. 1993 Incentive Stock Option
Plan, as amended
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in their opinion filed as Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney see signature page of this registration
statement)
CORPDAL:106669.3 26950-00006
<PAGE>
ITEM 9. UNDERTAKINGS.
A. 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 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;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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 of 1933, 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 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 of whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
CORPDAL:106669.3 26950-00006
<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
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 Tyler, Texas, on June 24, 1998:
SOUTHSIDE BANCSHARES, INC.
By:/s/ Sam Dawson
---------------------------
Sam Dawson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Lee R. Gibson, 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 amendments to this Registration Statement, and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Commission, granting unto each of 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 in connection therewith, as fully to all intents and purposes as he
might or could do in person hereby ratifying and confirming that each of said
attorney-in-fact and agent or his substitute 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 dates included:
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ B.G.Hartley
- ----------------------
B. G. Hartley Chairman of the Board of Directors June 24, 1998
/s/ Robbie N. Edmonson
- ----------------------
Robbie N. Edmonson Vice Chairman of the Board of Directors June 24, 1998
/s/ Sam Dawson
- ----------------------
Sam Dawson President, Secretary and Director June 24, 1998
/s/ Fred E. Bosworth
- ----------------------
Fred E. Bosworth Director June 24, 1998
/s/ Herbert C. Buie
- ----------------------
Herbert C. Buie Director June 24, 1998
/s/ Rollins Caldwell
- ----------------------
Rollins Caldwell Director June 24, 1998
/s/ W.D.(Joe) Norton
- ----------------------
W. D. (Joe) Norton Director June 24, 1998
/s/ William Sheehy
- ----------------------
William Sheehy Director June 24, 1998
CORPDAL:106669.3 26950-00006
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
4.1 Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
as amended
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional
Corporation (included in their opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand, L.L.P.
24.1 Power of Attorney (see signature page of this
registration statement)
CORPDAL:106669.3 26950-00006
EXHIBIT 4.1
CORPDAL:106669.3 26950-00006
<PAGE>
SOUTHSIDE BANCSHARES, INC.
1993 INCENTIVE STOCK OPTION PLAN
(AMENDED APRIL 24, 1996)
Introduction
On March 11, 1993, the Board of Directors of Southside Bancshares, Inc.
adopted the following Incentive Stock Option Plan effective April 1, 1993 and on
March 28, 1996, the Board of Directors authorized amendment of the plan and the
shareholders approved amendment on April 24, 1996, as follows:
1. PURPOSE. The purpose of the Plan is to provide key employees of the
Company and its Subsidiaries with a proprietary interest in the Company through
the granting of options which will:
(a) increase the interest of the key employees in the Company's
welfare;
(b) furnish an incentive to the key employees to continue their
services for the Company and its Subsidiaries; and
(c) provide a means through which the Company may attract able
persons to enter its employ.
2. ADMINISTRATION. The Plan shall be administered by the Committee.
3. PARTICIPANTS. The Committee shall, from time to time, select the
particular key employees of the Company and its Subsidiaries to whom options are
to be granted, and who will, upon such grant, become participants in the Plan.
For purposes of the Plan, "key employees" are those officers and employees of
the Company and its Subsidiaries whose performance and responsibilities are
determined by the Committee to be influential to the success of the Company.
4. STOCK OWNERSHIP LIMITATION. No option may be granted to an employee
who, at the time such option is granted, owns securities representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
its Parent or Subsidiaries. This limitation will not apply if the option price
is at least one hundred ten percent (110%) of the fair market value of the stock
at the time the option is granted and the option is not exercisable more than
five (5) years from the date it is granted.
5. SHARES SUBJECT TO PLAN. The Committee may not grant options under
the Plan for more than 350,000 shares of Common Stock of the Company, but this
number may be adjusted to reflect, if deemed appropriate by the Committee, any
stock dividend, stock split, share combination, recapitalization or the like, of
or by the Company. Shares to be optioned and sold may be made available from
either authorized but unissued Common Stock or Common Stock held by the Company
in its treasury. Shares that by reason of the expiration of an option or
otherwise are no longer subject to purchase pursuant to an option granted under
the Plan may be re-offered under the Plan.
6. LIMITATION ON AMOUNT. The aggregate fair market value (determined at
the time of grant) of the shares of Common Stock which any employee is first
eligible to purchase in any calendar year by exercise of stock options (within
the meaning of Section 422 of the Internal Revenue Code) granted under this Plan
and all incentive stock option plans of the Company or its Parent or
Subsidiaries shall not exceed $100,000. For this purpose, the fair market value
(determined at the respective date of grant of each option) of the stock
purchasable by exercise of an incentive stock option (or an installment thereof)
shall be counted against the $100,000 annual limitation for an employee only for
the calendar year such stock is first purchasable under the terms of the option.
7. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of options to
employees of the Company or its Subsidiaries. The grant of an option to an
employee shall not be deemed either to entitle the employee to, or to disqualify
the employee from, participation in any other grant of options under the Plan.
8. GRANT OF OPTIONS. All options under the Plan shall be granted by the
Committee. The grant of options shall be evidenced by stock option agreements
containing such terms and provisions as are approved by the Committee, but not
inconsistent with the Plan, including provisions that may be necessary to assure
that the option is an incentive stock option under the Internal Revenue Code.
The Company shall execute stock option agreements upon instructions from the
Committee. The Plan shall be submitted to the Company's shareholders for
approval. The Committee may grant options under the Plan prior to the time of
shareholder approval, which options will be effective when granted, but if for
any reason the shareholders of the Company do not approve the Plan prior to one
(1) year from the date of adoption of the Plan by the Board, all options granted
under the Plan will be terminated and of no effect, and no option may be
exercised in whole or in part prior to such shareholder approval.
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<PAGE>
A stock option agreement may provide that the option holder may request
approval from the Committee to exercise an option or a portion thereof by
tendering shares of Common Stock at the fair market value per share on the date
of exercise in lieu of cash payment of the exercise price.
9. OPTION PRICE. The option price shall not be less than one hundred
percent (100%) of the fair market value per share of the Common Stock on the
date the option is granted. The Committee shall determine the fair market value
of the Common Stock on the date of grant, and shall set forth the determination
in its minutes, using any reasonable valuation method.
10. OPTION PERIOD. The Option Period will begin on the date the option
is granted, which will be the date the Committee authorizes the option unless
the Committee specifies a later date. No option may be exercised before January
1, 1995, and no option may terminate later than ten (10) years from the date the
option is granted. The Committee may provide for the exercise of options in
installments and upon such terms, conditions and restrictions as it may
determine. The Committee may provide for termination of the option in the case
of termination of employment or any other reason.
11. RIGHTS IN EVENT OF DEATH. If a participant dies prior to
termination of his right to exercise an option in accordance with the provisions
of his stock option agreement without having totally exercised the option, the
option may be exercised, to the extent of the shares with respect to which the
option could have been exercised by the participant on the date of the
participant's death, by the participant's estate or by the person who acquired
the right to exercise the option by bequest or inheritance or by reason of the
death of the participant, provided the option is exercised prior to the date of
its expiration or 180 days from the date of the participant's death, whichever
first occurs.
12. PAYMENT. Full payment for shares purchased upon exercising an
option shall be made in cash or by check or by tendering shares of Common Stock
at the fair market value per share at the time of exercise, or on such other
terms as are set forth in the applicable option agreement. No shares may be
issued until full payment of the purchase price therefor has been made, and a
participant will have none of the rights of a shareholder until shares are
issued to him.
13. EXERCISE OF OPTION. Options granted under the Plan may be exercised
during the Option Period, at such times, in such amounts, in accordance with
such terms and subject to such restrictions as are set forth in the applicable
stock option agreements. In no event may an option be exercised or shares be
issued pursuant to an option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of
options shall not have been taken or secured. No shares shall be issued under
the Plan unless counsel for the Company shall be satisfied that such issuance
will be in compliance with applicable United States federal and state securities
laws. Certificates for shares delivered under the Plan may be subject to such
stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations, and other requirements of the United States
Securities and Exchange Commission, any stock exchange upon which the shares are
then listed, and any applicable United States federal or state securities law.
The Committee may cause a legend or legends to be put on any such certificates
to refer to those restrictions.
14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of shares of
Common Stock covered by each outstanding option granted under the Plan and the
option price may be adjusted to reflect, as deemed appropriate by the Committee,
any stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization, liquidation
or the like, of or by the Company.
15. NON-ASSIGNABILITY. Options may not be transferred or assigned other
than by will or by the laws of descent and distribution.
16. ADMINISTRATION. The members of the Committee shall serve at the
pleasure of the Board, which shall have the power, at any time and from time to
time, to remove members from the Committee or to add members to the Committee.
Vacancies on the Committee, however caused, shall be filled by action of the
Board.
The Committee shall elect one of its members as its Chairman and shall
hold its meetings at such times and places as it may determine. All decisions
and determinations of the Committee shall be made by the majority vote or
decision of all of its members present at a meeting; provided, however, that any
decision or determination reduced to writing and signed by all of the members of
the Committee shall be as fully effective as if it had been made at a meeting
duly called and held. The Committee may make any rules and regulations for the
conduct of its business that are not inconsistent with the provisions of this
Plan and with the bylaws of the Company as it may deem advisable.
Subject to the express provisions of this Plan, the Committee shall
have the authority, in its sole and absolute discretion, (a) to adopt, amend,
and rescind administrative and interpretive rules and regulations relating to
the Plan; (b) to determine the terms and provisions of the respective Agreements
(which need not be identical); (c) to construe the terms of any Agreement and
the Plan; and (d) to make all other determinations and perform all other acts
necessary or advisable for
CORPDAL:106669.3 26950-00006
<PAGE>
administering the Plan, including the delegation of such ministerial acts and
responsibilities as the Committee deems appropriate. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Agreement in the manner and to the extent it shall deem expedient to
carry it into effect, and it shall be the sole and final judge of such
expediency. The Committee shall have full discretion to make all determinations
on the matters referred to in this Section. Any such determinations shall be
final, binding and conclusive.
17. AMENDMENT OR DISCONTINUANCE. The Committee may from time to time
amend, suspend or terminate the Plan or any option outstanding thereunder;
provided, however, that, except to the extent provided in Section 14 of the
Plan, no such amendment may, without the approval by the shareholders of the
Company, change the Plan in any manner that would require shareholder approval
pursuant to Rule 16b-3 or Section 422 of the Code, as such rules may be amended
from time to time; and provided, further that, except to the extent provided for
in any stock option agreement, no amendment or suspension of the Plan or any
stock option shall substantially impair any option previously granted to any
optionee without the consent of such optionee, except as may be necessary for
any incentive stock option to comply with the requirements of the Code.
18. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Committee shall be deemed to give any employee any right to be granted an
option to purchase Common Stock of the Company or any other rights except as may
be evidenced by the stock option agreement, or any amendment thereto, duly
authorized by the Committee and executed on behalf of the Company and then only
to the extent and on the terms and conditions expressly set forth therein.
19. TERM. Unless sooner terminated by action of the Board, this Plan
will terminate on March 31, 2003. The Committee may not grant options under the
Plan after that date, but options granted before that date will continue to be
effective in accordance with their terms.
20. RIGHT TO TERMINATE EMPLOYMENT. Nothing contained in the Plan, or in
any Agreement, shall confer upon any participant the right to continue in the
employ of the Company or a Subsidiary, or interfere in any way with the rights
of the Company or Subsidiary to terminate his employment any time.
21. LIABILITY OF COMPANY. Neither the Company, its Subsidiaries, its
directors, officers or employees nor any member of the Committee shall be liable
for any act, omission, or determination taken or made in good faith with respect
to the Plan or any option granted under it, and members of the Board and the
Committee shall be entitled to indemnification and reimbursement by the Company
in respect of (1) any claim, loss, damage, or expense (including attorneys'
fees), (2) the costs of settling any suit (provided such settlement is approved
by independent legal counsel selected by the Company), (3) amounts paid in
satisfaction of a judgment (except that no indemnification shall be allowed
under this Section for a judgment based on a finding of bad faith) arising from
such claim, loss, etc. to the full extent permitted by law. In addition neither
the Company, its directors, officers or employees, nor any of the Company's
Subsidiaries shall be liable to any participant or other person if it is
determined for any reason by the Internal Revenue Service or any court having
jurisdiction that any options granted hereunder do not qualify for tax treatment
as incentive stock options under section 422 of the Code.
22. SEVERABILITY. If any provision of this Plan is held to be illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining provisions of the Plan, but such provision shall be fully severable,
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included in the Plan.
23. NOTICE. Whenever any notice is required or permitted under the
Plan, such notice must be in writing and personally delivered, telecopied (if
confirmed), or sent by mail or by a courier service. Any notice required or
permitted to be delivered under this Plan shall be deemed to be delivered on the
date on which it is personally delivered, or, if mailed, whether actually
received or not, on the third business day after it is deposited in the United
States mail, certified or registered, postage prepaid, addressed to the person
who is to receive it at the address which such person has previously specified
by written notice delivered in accordance with this Section, or if by courier,
twenty-four (24) hours after it is sent, addressed as described in this Section.
The Company or a participant may change, at any time and from time to time, by
written notice to the other, the address which it or he had previously specified
for receiving notices. Until changed in accordance with the Plan, the Company
and each participant shall specify as its and his address for receiving notices
the address set forth in the Agreement pertaining to the shares to which such
notice relates.
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<PAGE>
24. DEFINITIONS. For the purpose of this Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:
(a) "Board" means the board of directors of the Company.
(b) "Committee" means the committee of the Board appointed by
the Board to administer the Plan, or in the absence of such a
committee, shall mean the entire Board.
(c) "Common Stock" means the Common Stock which the Company is
currently authorized to issue or may in the future be authorized to
issue (as long as the common stock varies from that currently
authorized, if at all, only in amount of par value).
(d) "Company" means Southside Bancshares, Inc.
(e) "Option Period" means the period during which an option
may be exercised.
(f) "Parent" means any corporation in an unbroken chain of
corporations ending with the Company if, at the time of granting of the
option, each of the corporations other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.
(g) "Plan" means this Incentive Stock Option Plan, as amended
from time to time.
(h) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the granting
of the option, each of the corporations other than the last corporation
in the unbroken chain owns stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of
the other corporations in the chain, and "Subsidiaries" means more than
one of any such corporations.
CORPDAL:106669.3 26950-00006
EXHIBIT 5.1
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<PAGE>
[LETTERHEAD OF JENKENS & GILCHRIST]
June 24, 1998
Southside Bancshares, Inc.
1201 S. Beckham
Tyler, Texas 75710
Re: Southside Bancshares, Inc. - Registration Statement on Form S-8
Gentlemen:
We are counsel to Southside Bancshares, Inc., a Texas corporation (the
"Company"), and have acted as such in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about June __, 1998, under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 385,875
shares (the "Shares") of the $2.50 par value common stock (the "Common Stock")
of the Company that have been or may be issued by the Company under the
Southside Bancshares, Inc. 1993 Incentive Stock Option Plan, as amended (the
"Plan").
You have requested an opinion with respect to certain legal aspects of
the proposed offering. In connection therewith, we have examined and relied upon
the original, or copies identified to our satisfaction, of (1) the Articles of
Incorporation, as amended, and the Bylaws of the Company; (2) minutes and
records of the corporate proceedings of the Company with respect to the
establishment of the Plan, the issuance of the shares of Common Stock pursuant
to the Plan and related matters; (3) the Registration Statement and exhibits
thereto, including the Plan; and (4) such other documents and instruments as we
have deemed necessary for the expression of opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
and as to the content and form of the Articles of Incorporation, as amended, the
Bylaws, minutes, records, resolutions and other documents or writings of the
Company, we have relied, to the extent deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.
Based upon our examination, consideration of, and reliance on the
documents and other matters described above, and subject to the assumptions
noted below, we are of the opinion that the Company presently has available at
least 385,875 shares of authorized but unissued shares and/or treasury shares of
Common Stock from which may be issued the 385,875 Shares of Common Stock issued
or proposed to be issued pursuant to the exercise of options granted or shares
sold under the Plan. Assuming that:
(1) the shares to be granted or sold in the future will be duly granted
in accordance with the terms of the Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons issued
shares of Common Stock under the Plan; and
(3) the consideration for the shares of Common Stock issued pursuant to
the Plan is actually received by the Company as provided in the Plan and exceeds
the par value of such shares;
then the 385,875 Shares of Common Stock that may be issued in accordance with
the terms of the Plan will be, when and if issued, duly and validly issued,
fully paid and nonassessable.
We are licensed to practice law only in the State of Texas. The
opinions expressed herein are specifically limited to the laws of the State of
Texas and the federal laws of the United States of America. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
references to us included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required under
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<PAGE>
Section 7 of the Securities Act or the Rules and Regulations of the Securities
and Exchange Commission thereunder.
Very truly yours,
Jenkens & Gilchrist,
A Professional Corporation
By:
-------------------------
Ronald J. Frappier,
Authorized Signatory
cc: Lee R. Gibson
CORPDAL:106669.3 26950-00006
EXHIBIT 23.2
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<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement of
Southside Bancshares, Inc. on Form S-8 (File No. 333-_____) of our report dated
March 13, 1998, on or audits of the financial statements of Southside
Bancshares, Inc. We also consent to the reference to our firm under the caption
"Experts."
/s/ Coopers & Lybrand, L.L.P.
Dallas, Texas
June 24, 1998
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