The Registrant requests that the Registration
Statement become effective immediately upon
filing pursuant to Securities Act Rule 462.
As filed with the Securities and Exchange Commission on October 16, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED SECURITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Alabama 6712 63-0843362
(State or other jurisdiction of (Primary standard industrial (I.R.S.
incorporation or organization) classification code number) employer
identification
number)
131 West Front Street
P. O. Box 249
Thomasville, Alabama 36784
(334) 636-5424
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
United Security Bancshares, Inc.
Long Term Incentive Compensation Plan
(full title of the Plan)
JACK M. WAINWRIGHT, III
President and Chief Executive Officer
UNITED SECURITY BANCSHARES, INC.
131 West Front Street
P. O. Box 249
Thomasville, Alabama 36784
(334) 636-5424
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With a Copy to:
J. Michael Savage
Maynard, Cooper & Gale, P.C.
1901 Sixth Avenue North
Suite 2400
Birmingham, Alabama 35203
<PAGE>
CALCULATION OF REGISTRATION FEE
Title of Each Proposed Proposed
Class of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Registration
Registered Registered (1) Unit (1) Price (1) Fee
Common Stock, $13.74
$.01 par value 60,000 shares per share $824,400 $250.00
(1) Estimated only for the purpose of calculating the registration fee. Such
estimates have been calculated in accordance with Rule 457(h)(1) under the
Securities Act of 1933 and are based upon the book value of the offered
securities at June 30, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by United Security Bancshares, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934 are incorporated into this
Registration Statement by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1996.
3. The description of the Registrant's shares of Common Stock, par value
$.01 per share (the "Common Stock"), contained in the Registration Statement
filed by the Registrant to register such securities under the Securities
Exchange Act of 1934, including all amendments and reports filed for the
purpose of updating such description prior to the termination of the offering
of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified and superseded shall not be deemed to constitute a part hereof except
as so modified or superseded.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Alabama Business Corporation Act (the "ABCA") gives Alabama
corporations broad powers to indemnify their present and former directors and
officers against expenses incurred in the defense of any lawsuit to which they
are made parties by reason of being or having been such directors or officers.
Subject to specific conditions and exclusions, the ABCA requires an Alabama
corporation to indemnify directors and officers who successfully defend actions,
and it permits a corporation to indemnify its directors and officers under other
circumstances as the corporation deems appropriate, if certain statutory
standards are met. The indemnification required and permitted under the ABCA is
not exclusive of any other rights to which those indemnified may be entitled
under any statute, provision of the articles of incorporation, by-law,
agreement, vote of shareholders or disinterested directors or otherwise. The
ABCA also authorizes Alabama corporations to buy directors' and officers'
liability insurance.
<PAGE>
Although USB's By-laws are silent regarding director and officer
indemnification, USB's current Amended and Restated Articles of Incorporation,
as amended, mandate that USB shall indemnify its directors and officers in all
cases expressly authorized under the ABCA in which the specified standards have
been met. In general, the applicable standard is that the individual shall have
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. If the director or officer has been successful in defending a
proceeding, however, indemnification is mandatory without reference to any such
standard. On the other hand, indemnification is not permitted with respect to
litigation brought by or in the right of the corporation in which the officer
or director is adjudged liable to the corporation or in connection with any
proceeding in which the officer or director is adjudged liable on the basis
that personal benefit was improperly received by him. This restriction does not
apply, however, to the extent that the court in which the action is brought
determines that such officer or director is entitled to indemnity for
particular expenses.
In addition, USB has entered into an Indemnification Agreement with each
of its directors that provides indemnification to the fullest extent authorized
by the law. These Indemnification Agreements, like the Articles of
Incorporation, as amended, take advantage of the ABCA's provisions allowing for
expansion upon statutory indemnification and are intended to provide the
broadest rights of indemnification available under the ABCA.
USB has in effect a directors' and officers' liability policy with
Continental Insurance in the amount of $3,000,000. This policy provides for
indemnification of USB's officers and directors against losses arising from
claims asserted against them in their capacities as officers and directors,
subject to limitations and conditions set forth in the policy.
Insofar as indemnification of liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
4.1 (a) Amended and Restated Articles of Incorporation of USB,
incorporated herein by reference to the Exhibits to Form 10-Q
for the Quarter ended June 30, 1995.
(b) Articles of Amendment to the Amended and Restated Articles of
Incorporation of USB, incorporated herein by reference to the
Exhibits to Form 10-Q for the Quarter ended June 30, 1997.
4.2 (a) Bylaws of USB, incorporated herein by reference to the
Exhibits to Form 10-K for the year ended December 31, 1987.
(b) Amendments to the Bylaws of USB, incorporated herein by
reference to the Exhibits to Form 10-Q for the Quarter ended
June 30, 1997.
5 Opinion of Maynard, Cooper & Gale, P.C.
23.1 Consent of Smith, Dukes & Buckalew
23.2 Consent of Maynard, Cooper & Gale, P.C. (included in Exhibit 5)
<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;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(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, represents
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) do not apply if the
Registration Statement is on Form S-3 or Form 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 that are incorporated by reference 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.
(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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. The Registrant hereby
undertakes that in the event that a claim for indemnification against such
liabilities (other than the 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Thomasville, State of
Alabama, as of the 2nd day of October, 1997.
UNITED SECURITY BANCSHARES, INC.
By:/s/ Jack M. Wainwright, III
Jack M. Wainwright, III
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jack M. Wainwright, III and Larry Sellers, and
each of them, 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 and all 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, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, 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, and each of them or their substitute or
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 indicated
as of October 2, 1997.
Signature Title
/s/ Jack M. Wainwright, III President, Chief Executive
Jack M. Wainwright, III Officer, and Director
(Principal Executive Officer)
/s/ Larry M. Sellers Treasurer (Principal Financial
Larry M. Sellers Officer, Principal Accounting
Officer)
/s/ Dan Barlow Director
Dan Barlow
/s/ John Becton Director
John Becton
/s/ Linda Breedlove Director
Linda Breedlove
<PAGE>
Signature Title
/s/ Gerald P. Corgill Director
Gerald P. Corgill
/s/ Roy G. Cowan Director
Roy G. Cowan
/s/ John C. Gordon Director
John C. Gordon
/s/ William G. Harrison Director
William G. Harrison
/s/ Fred L. Huggins Director
Fred L. Huggins
/s/ Hardie B. Kimbrough Director
Hardie B. Kimbrough
James L. Miller Director
D. C. Nichols Director
/s/ Ray Sheffield Director
Ray Sheffield
/s/ Harold H. Spinks Director
Harold H. Spinks
James C. Stanley Director
/s/ Clarence Watters Director
Clarence Watters
/s/ Howard M. Whitted Director
Howard M. Whitted
/s/ Bruce N. Wilson Director
Bruce N. Wilson
/s/ Ernest F. Woodson, Jr. Director
Ernest F. Woodson, Jr.
[LETTERHEAD OF MAYNARD COOPER & GALE]
EXHIBIT 5
October 16, 1997
United Security Bancshares, Inc.
131 West Front Street
P. O. Box 249
Thomasville, Alabama 36784
Dear Sirs:
We are counsel to United Security Bancshares, Inc., an Alabama corporation
(the "Company") in connection with the registration on Form S-8 under the
Securities Act of 1933 (the "Act") of 60,000 shares (the "Shares") of Common
Stock, par value $.01 per share, of the Company, to be issued in accordance
with the terms of the Company's Long Term Incentive Compensation Plan (the
"Plan"). We have examined such corporate records, certificates and other
documents as we have considered necessary or appropriate for the purposes of
this opinion. In our opinion, when the Registration Statement on Form S-8
relating to the Shares (the "Registration Statement") has become effective
under the Act, and the Shares have been duly issued as contemplated by the
Registration Statement and the Plan, the Shares will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United States
and the Alabama Business Corporation Act, and we are expressing no opinion as
to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
Maynard, Cooper & Gale, P.C.
By:/s/ J. Michael Savage
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 of our report dated January 17, 1997 on our audit of the
consolidated financial statements of United Security Bancshares, Inc. and its
subsidiary United Security Bank. We also consent to the reference to our firm
under the caption "Experts".
/s/ Smith, Dukes & Buckalew, L.L.P.
Smith, Dukes & Buckalew, L.L.P.
Mobile, Alabama
October 8, 1997
