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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
For Registration of Certain Classes of
Securities Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934
The New Iberia Bancorp, Inc.
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(Exact name of registrant as
specified in its charter)
Louisiana 72-0969631
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(State of Incorporation or (I.R.S. Employer
Organization) Identification No.)
800 S. Lewis Street, New Iberia, Louisiana 70560
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to
Section 12(b) of the Act:
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Name of each Exchange on
Title of Each Class which each Class is to
to be so Registered to Registered
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Common Stock, No Par Value American Stock Exchange, Inc.
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Securities to be registered pursuant to
Section 12(g) of the Act:
N/A
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of The New Iberia
Bancorp, Inc. ("Bancorp") consists of 10,000,000 shares of common
stock, no par value per share (the "Common Stock"), of which 2,000,000
shares are currently issued and outstanding, 0 shares are currently
treasury shares, and the remaining 8,000,000 shares are currently
authorized but unissued shares. The 2,000,000 issued shares are fully
paid and non-assessable. Under Section 52 of the Louisiana Business
Corporation Law (La. R.S. 12:52) and Article III of the Articles of
Incorporation of Bancorp, subject to the preemptive rights described
below, the Common Stock may be issued without shareholder approval
upon authorization of its board of directors for cash or other
consideration, including issuance in connection with certain mergers
and acquisitions of assets or the stock of other corporations, and
upon exercise of conversion rights accorded holders of securities
containing such a right. (On April 17, 1995, the common stock of
Bancorp had a par value of $10.00 per share and there were 49,794
shares of stock issued and outstanding and 206 treasury shares. On
April 17, 1995, the shareholders of Bancorp approved an amendment to
the Articles of Incorporation of Bancorp eliminating the par value of
the common stock and effectuating a 40-for-1 stock split, which
amendment became effective when filed with the Louisiana Secretary of
State's office on April 19,1995.)
Dividend Rights
Shareholders of Bancorp are not entitled to
cumulative dividends on the Common Stock. Holders of the Common Stock
are entitled to receive such dividends as are declared by its Board of
Directors out of funds or property legally available therefor. The
payment of dividends by Bancorp is subject to the restrictions of
Louisiana law and regulations applicable to the declaration of
dividends by a business corporation. Under such provisions, dividends
may not be declared nor paid unless such dividend is out of surplus
and has been legally appropriated for the specific purpose of paying
dividends. Furthermore, no such dividend shall be declared or paid
when Bancorp is insolvent, or when the payment thereof would render
Bancorp insolvent, or when such payment would be contrary to any
provision in Bancorp's Articles of Incorporation.
Furthermore, Section 63(B) of the Louisiana Business
Corporation Law (La. R.S. 12:63(B)) provides that if the corporation
has no surplus available for dividends, it may pay dividends out of
its net profits for the then current or the preceding fiscal year or
both; except that no dividends shall be paid (1) at a time when the
corporation's assets are
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exceeded by its liabilities, or when the net assets are less than the
aggregate amount payable on liquidation upon the issued shares, if
any, which have a preferential right to participate in the
corporation's assets in the event of liquidation, or (2) which would
reduce the assets of the corporation below the liabilities of the
corporation, or which would reduce the net assets below the aggregate
amount payable on liquidation upon the issued shares if any, which
have a preferential right to participate in the corporation's assets
in the event of liquidation. The Common Stock does not have a
preferential right to participate in Bancorp's assets in the event of
liquidation.
Voting Rights
All voting rights will be vested in the holders of
shares of the Common Stock, each share being entitled to one vote.
The holders of shares of Common Stock will have cumulative voting
rights in the election of directors.
In addition to the voting requirements established by
Louisiana law, Article VI of the Articles of Incorporation of Bancorp
provides that if shareholder action or approval is required by law in
connection with the amendment of the Articles of Incorporation or any
merger, consolidation, transfer of corporate assets or dissolution of
or involving Bancorp, such action or approval may be taken or given
only upon the affirmative vote of not less than two-thirds of the
number of shares entitled to vote on the particular question.
Liquidation Rights
In the event of liquidation, the holders of the
Common Stock are entitled to receive (after the liquidator has paid or
adequately provided for the payment of all debts and liabilities of
the Corporation) pro rata any assets distributable to stockholders in
respect to shares held by them.
Preemptive Rights
Holders of the Common Stock have preemptive rights,
pursuant to Article V of Bancorp's Articles of Incorporation. Under
Louisiana law, this provision means that each stockholder has the
right, during a reasonable period of time to be fixed by the Board of
Directors, to subscribe for such proportion of new stock issues as the
number of shares having voting rights held by the stockholder bears to
the total number of shares having voting rights then outstanding. The
holders of the Common Stock have no preemptive rights with respect to
certain types of shares, including but not limited to, (1) shares
which are to be issued for a consideration
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other than cash, (2) shares which are to be issued to satisfy
conversion or option rights, (3) treasury shares, or (4) shares which
are issued pursuant to certain types of employee stock bonus plans and
employee stock option plans.
Item 2. Exhibits.*
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Exhibit Description
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(1) Form 10-K of Bancorp (filed with the Securities and Exchange
Commission by Bancorp on March 9, 1995 (File No. 0-13307)), which
Bancorp submitted to its stockholders in lieu of an annual
report.
(2) Form 8-K of Bancorp (filed with the Securities and Exchange
Commission by Bancorp on April 28, 1995 (File No. 0-13307)).
(3) Form 10-Q of Bancorp (filed with the Securities and Exchange
Commission by Bancorp on May 12, 1995 (File No. 0-13307)).
(4) Form 10-Q/A-1 of Bancorp (filed with the Securities and Exchange
Commission by Bancorp on June 28, 1995 (File No. 0-13307)).
(5) Definitive Proxy Statement of Bancorp relating to the April 17,
1995 Annual Meeting of Shareholders (filed with the Securities
and Exchange Commission by Bancorp on March 30, 1995 (File No. 0-
13307)).
(6) First Restated Articles of Incorporation of Bancorp.
(7) Amended and Restated Bylaws of Bancorp.
(8) Specimen of stock certificate for the common stock, no par value
per share, of Bancorp.
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*Pursuant to Instruction II of the Instructions as to Exhibits of Form 8-A, no
copies of the exhibits listed hereon are being filed with, or incorporated by
reference in, the copy of this Form 8-A being filed with the Securities and
Exchange Commission.
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Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
THE NEW IBERIA BANCORP, INC.
By: /s/ Ernest Freyou
Ernest Freyou
President and Chief Executive Officer
Date: 7/19/95
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