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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
The New Iberia Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Louisiana 72-0969631
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
800 South Lewis Street, New Iberia, Louisiana 70560
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(Address of Principal Executive Office) (Zip Code)
The New Iberia Bancorp, Inc.
Nonstatutory Stock Option Plan
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(Full Title of the Plan)
Ernest Freyou, President and Chief Executive Officer
The New Iberia Bancorp, Inc.
800 South Lewis Street, New Iberia, Louisiana 70560
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(Name and Address of Agent for Service)
(318) 365-6761
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(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Gordon, Arata, McCollam & Duplantis, L.L.P.
201 St. Charles Avenue, 40th Floor, New Orleans, Louisiana 70170
Attn: Cathy E. Chessin
Telephone (504) 582-1111
CALCULATION OF THE REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Per Offering Amount of
Registered Registered(1)(2) Share(2) Price(2) Registration
- ---------- ---------------- -------- -------- ------------
<S> <C> <C> <C> <C>
Common Stock 150,000 $11.98 $1,797,000 $545
(no par value)
</TABLE>
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under The New
Iberia Bancorp, Inc. Nonstatutory Stock Option Plan by reason of any
stock dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration which
results in an increase in the number of the Company's outstanding
shares of Common Stock.
(2) These shares of Common Stock represent the shares of Common Stock with
respect to which options have been granted under The New Iberia
Bancorp, Inc. Nonstatutory Stock Option Plan (the initial issuance of
options for 100,000 shares was adjusted by a three-for-two stock split
effected as a 50% stock dividend payable on September 24, 1996). The
exercise price in each case is $11.98 per share (initially $17.97,
adjusted to take into account the stock dividend).
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996.
(c) The Registrant's Current Reports on Form 8-K dated January
25, 1996 (and filed with the Commission on January 26, 1996) and July 19, 1996
(and filed with the Commission on July 22, 1996).
(d) The description of the Common Stock included in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
February 1, 1984 as amended by the description of the Common Stock included in
the Registrant's amendment to its Registration Statement or Form 8-A/A1 filed
with the Commission on July 19, 1995.
All documents subsequently 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, prior to the filing of a post-effective amendment which
indicates that all securities covered by this Registration Statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and to be part
thereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law provides in part
that a corporation may indemnify any director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any action, suit or proceeding to which he is or was a party or is
threatened to be made a party (including any action by or in the right of the
corporation) if such action arises out of the fact that he is or was a director,
officer, employee or agent of the corporation and he acted in good in faith and
in a manner he reasonably believes to be in, or not opposed to, the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of the Louisiana Business Corporation
Law are not exclusive; however, no corporation may indemnify any person for
willful or intentional misconduct. The corporation has the power to obtain and
maintain insurance, or to create a form of self insurance on behalf of any
person who is or was acting for the corporation, regardless of whether the
corporation has the legal authority to indemnify the insured person against such
liability.
The Registrant's Articles require the Registrant to indemnify the
officers and directors of the Registrant to the fullest extent permitted and/or
required by law. In addition, the Bylaws of the Registrant require the
Registrant to indemnify any person who was or is a party or threatened to be
made a party to an action by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant (or of another company at the
request of the Registrant) against liabilities and expenses incurred in
connection with such action if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Registrant (and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful). There are certain additional limitations in
the case of actions by or in the right of the Registrant. Indemnification is
mandatory to the extent such person is successful on the merits or otherwise in
defense of such an action.
Also pursuant to the provisions of the Louisiana Business Corporation
Law, the Registrant has adopted provisions in its Articles of Incorporation that
eliminate personal liability of its officers and directors to the Registrant or
its shareholders for monetary damages incurred as a result of the breach of
their duty of care.
The Registrant maintains an insurance policy covering the liability
of its directors and officers for actions taken in their official capacity.
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The foregoing description of certain provisions of the Company's
First Restated Articles of Incorporation and Amended and Restated Bylaws is
qualified in its entirety by reference to those documents, filed as exhibits to
documents as described in Item 8 hereof.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit No. Description
4.1 First Restated Articles of Incorporation of The New Iberia
Bancorp, Inc. (incorporated by reference to Exhibit 3.(i) to
the Registrant's Registration Statement on Form 8-A/A1 filed
with the Commission on July 19, 1995).
4.2 Amended and Restated Bylaws of The New Iberia Bancorp, Inc.
dated July 10, 1995, as amended on August 12, 1996.
5 Opinion of Gordon, Arata, McCollam & Duplantis, L.L.P. with
respect to the original issuance of securities being registered.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Gordon, Arata, McCollam & Duplantis, L.L.P.
(included in Exhibit 5).
24 Power of Attorney to file future amendments (included in Part
II of the Registration Statement).
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.
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(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 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. 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 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.
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 the City of New Iberia, State of Louisiana, on October 14, 1996.
THE NEW IBERIA BANCORP, INC.
By: /s/ Ernest Freyou
-----------------------------------
Ernest Freyou
Chief Executive Officer
and President
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Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ernest Freyou 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, and in any and all capacities, to sign
any and 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 attorney-in-fact and agent or his substitute or
substitutes 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 attorney-in-fact and agent or his 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 and on the date indicated.
/s/ ERNEST FREYOU Date: October 14, 1996
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Ernest Freyou
Chief Executive Officer and President
/s/ JAMES W. SCHWING, SR. Date: October 14, 1996
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James W. Schwing, Sr.
Chairman of the Board
/s/ LON DUPRE Date: October 14, 1996
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Lon Dupre
Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ GERALD H. HALPHEN, M.D. Date: October 14, 1996
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Gerald H. Halphen, M.D.
Director
/s/ FRANK C. MINVIELLE Date: October 14, 1996
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Frank C. Minvielle
Director
/s/ JULES A. SCHWING Date: October 14, 1996
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Jules A. Schwing
Director
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/s/ JERRY E. SHEA, SR. Date: October 14, 1996
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Jerry E. Shea, Sr.
Director
/s/ EDWARD P. TERRELL, III Date: October 14, 1996
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Edward P. Terrell, III
Director
/s/ EUGENE A. PATOUT, SR. Date: October 14, 1996
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Eugene A. Patout, Sr.
Director
/s/ CHARLES C. LEMAIRE Date: October 14, 1996
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Charles C. LeMaire
Director
Date: October , 1996
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Edmond A. Lamperez, M.D.
Director
/s/ JAMES L. GRAY Date: October 14, 1996
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James L. Gray
Director
/s/ WILLIAM D. QUINLAN Date: October 14, 1996
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William D. Quinlan
Director
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Index to Exhibits Filed with
Form S-8 Registration Statement
Exhibit No. Description Page No.
- ----------- ----------- --------
4 Amended and Restated Bylaws of The New Iberia 9
Bancorp, Inc. dated July 10, 1995, as amended
on August 12, 1996.
5 Opinion of Gordon, Arata, McCollam & Duplantis, 22
L.L.P. with respect to the original issuance of
securities being registered.
23.1 Consent of Arthur Andersen, LLP. 25
23.2 Consent of Gordon, Arata, McCollam & Duplantis, 23
L.L.P. (included in Exhibit 5).
24 Power of Attorney to file future amendments
(included in Part II of the Registration Statement). 6
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EXHIBIT 4
AMENDED AND RESTATED BYLAWS
OF
THE NEW IBERIA BANCORP, INC.
JULY 10, 1995
------------------
(AMENDED AUGUST 12, 1996)
SECTION 1. OFFICES
1.1 The principal office shall be located at 800 S. Lewis Street, New
Iberia, Louisiana.
1.2 The Corporation may have such offices at such other places as the
Board of Directors may from time to time determine or the business of
the Corporation may require.
SECTION 2. SHAREHOLDERS' MEETING
2.1 All meetings of the Shareholders shall be held at the principal
office of the Corporation or at such other place, within or without
the State of Louisiana, as may be designated by the Board of
Directors.
2.2 An Annual Meeting of the Shareholders shall be held on the third
Monday in April each year, or if said day be a legal holiday, then on
the next succeeding day not a legal holiday, between the hours of
10:00 a.m. and 3:00 p.m., for the purpose of electing directors and
the transaction of such other business as may properly be brought
before the meeting; provided however, that the Board of Directors may
postpone the Annual Meeting for a period not exceeding two (2)
months.
2.3 Special meetings of the shareholders, for any purpose or purposes,
may be called by the Chairman of the Board or Chief Executive Officer
or by the Board of Directors. At any time, upon written request of
any shareholder or shareholders holding in the aggregate one-fifth of
the total voting power, the Secretary shall call a special meeting of
shareholders to be held at the registered office of the Corporation
at such time as the Secretary may fix, not less than 15 nor more than
60 days after the receipt of said request, and if the Secretary shall
neglect or refuse to fix such time or to give notice of the meeting,
the shareholder or shareholders making the request may do so.
2.4 Except as otherwise provided in Section 2.3 hereof, or by law, the
authorized person or persons calling a shareholders' meeting shall
cause written notice of the time, place and purpose of the meeting to
be given to all shareholders entitled to vote at such meeting, at
least ten days and not
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more than sixty days prior to the day fixed for the meeting. Notice
of the annual meeting need not state the purpose thereof, unless
action is to be taken at the meeting as to which notice is required
by law.
2.5 At every meeting of shareholders, a list of shareholders entitled to
vote, arranged alphabetically and certified by the Secretary or by
the agent of the Corporation having charge of transfers of shares,
showing the number and class of shares held by each such shareholder
on the record date for the meeting, shall be produced on the request
of any shareholder.
2.6 Except as otherwise provided by law, the presence, in person or by
proxy of the holders of a majority of the total voting power shall be
requisite and shall constitute a quorum at all meetings of the
shareholders.
2.7 When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or
represented by proxy shall decide any questions brought before such
meeting, unless the question is one upon which, by express provision
of law or the Articles of Incorporation, a different vote is
required, in which case such express provision shall govern and
control the decision of such a question.
2.8 At any meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such shareholder
and bearing a date not more than eleven months prior to said meeting,
unless said instrument provides for a longer period. The aforesaid
proxy need not be a shareholder of the Corporation. Each shareholder
shall have one vote for each share of stock having voting power,
registered in his name on the books of the Corporation at the time of
the said meeting or on the record date for the determination of
shareholders entitled to vote at the said meeting if the Board of
Directors shall have fixed such a record date.
2.9 Adjournments of any annual or special meeting of shareholders may be
taken without new notice being given unless a new record date is
fixed for the adjourned meeting, but any meeting at which directors
are to be elected shall be adjourned only from day to day until such
directors shall have been elected.
2.10 Advance notice procedures.
(a) General. The business to be conducted at any meeting of
shareholders of the Corporation shall be limited to such
business and nominations as shall comply with the
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procedures set forth in this Section 2.10 and in Section 3.3
of these bylaws.
(b) Notification of Shareholder Business. At any special meeting
of shareholders only such business shall be conducted as shall
have been set forth in the notice of special meeting. At any
annual meeting of shareholders, only such business shall be
conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (i) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or
(iii) otherwise (a) properly requested to be brought before
the meeting by a shareholder of record entitled to vote in the
election of directors generally and (b) constitute a proper
subject to be brought before such meeting.
For business (other than the election of directors) to be
properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be either delivered to or mailed and
received at the principal executive offices of the Corporation
not later than 65 days in advance of such meeting. A
shareholder's notice to the Secretary shall set forth as to
each matter (other than the election of directors) the
shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before
the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as
they appear on the Corporation's books, of the shareholder
intending to propose such business, (iii) the class and number
of shares of capital stock of the Corporation which are
beneficially owned by the shareholder, (iv) a representation
that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to present such
business and (v) any material interest of the shareholder in
such business.
Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at any annual meeting except in
accordance with the procedures set forth in this Section 2.1.
The chairman of the annual meeting shall, if the facts
warrant, determine and declare to the meeting that (i) the
business proposed to be brought before the meeting was not a
proper subject therefor
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and/or (ii) such business was not properly brought before the
meeting in accordance with the provisions of this Section
2.10, and, if he should so determine, he shall so declare to
the meeting and any such business not properly brought before
the meeting or not a proper subject therefor shall not be
transacted.
The Board of Directors shall, at its next regular meeting
after receipt of a request by a shareholder to bring business
before a meeting pursuant to this Section 2.10, or within
three (3) business days after such receipt, whichever is
later, consider whether or not such business constitutes a
proper subject to be brought before such meeting and whether
such submission was otherwise not in compliance with the
provisions of this Section 2.10 as a result of which the
business described in such submission will not be brought
before the meeting. If the Board determines that the business
does not constitute a proper subject to be brought before such
meeting or that the submission is otherwise not in compliance
with the provisions of this Section 2.10 as a result of which
the business described therein will not be brought before the
meeting, the Chairman of the Board shall promptly so notify
the shareholder submitting such business of the Board's
determination and the reason(s) therefor.
(c) Meeting Delay. For purposes of this Section 2.10, and Section
3.3 of these bylaws, reference to a requirement to deliver
notice or information to the Corporation a set number of days
in advance of an annual meeting shall mean that such notice
must be delivered such number of days in advance of the first
anniversary of the preceding year's annual meeting; provided,
however, that in the event that the date of the annual meeting
is advanced by more than 30 days or delayed by more than 60
days from the first anniversary of the preceding year's annual
meeting, notice by the shareholder to be timely must be so
delivered not later than the close of business on the 65th day
prior to such annual meeting.
2.11 Meetings of shareholders shall not be required to be conducted in
accordance with the rules of parliamentary procedure. Meetings of
shareholders shall be conducted in a fair and impartial manner.
SECTION 3. DIRECTORS
3.1 The business and affairs of the Corporation shall be managed by a
Board of Directors of not less than 5 nor more than 25 natural
persons. The Board shall consist of twelve (12) directors. The
Board may exercise all such powers of the
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Corporation and do all such lawful acts and things which are not by
law or by the Articles of Incorporation or by these bylaws directed
or required to be done by the shareholders. The directors shall be
elected at the annual meeting of the shareholders or at a special
meeting called for that purpose and shall hold office for a term of
one year or until their successors are chosen and have qualified. A
majority of the full Board of Directors may, at any time, increase
the number of directors to a number which does not exceed 25.
3.2 If the office of a director becomes vacant, the remaining directors,
even though not constituting a quorum, may, by a majority vote, fill
any vacancy on the Board (including any vacancy resulting from an
increase in the authorized number of directors, or from failure of
the shareholders to elect the full number of authorized directors, or
from the retirement of any director) for an unexpired term, provided
that the shareholders shall have the right, at any special meeting
called for the purpose prior to such action by the Board, to fill the
vacancy.
3.3 Nominations for election of the Board of Directors may be made by the
Board of Directors or by any shareholder(s) owning an aggregate of
0.2% of the outstanding capital stock of the Corporation entitled to
vote for the election of Directors. Nominations, other than those
made by the Board of Directors, shall be made in writing and shall be
delivered or mailed to the Chairman of the Board of the Corporation
and must be received sixty-five (65) days prior to the date of the
annual meeting of shareholders. At the time of the nomination, each
nominee must own, in his own right and unpledged, the number of
qualifying shares of stock of the Corporation required to be held by
directors of The New Iberia Bank pursuant to La. Rev. Stat. Section
6:282A, as it may be amended from time to time. The notice must
include a signed representation to timely provide all information
requested by the Corporation as a part of its disclosures in regard
to the solicitation of proxies for the election of directors. Such
notification shall also contain the following information to the
extent known to the notifying shareholder or shareholders:
(a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee;
(c) the total number of shares of capital stock of the Corporation
owned by each proposed nominee;
(d) the name and address of the notifying shareholder or
shareholders;
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(e) the number of shares of capital stock of the Corporation owned
by the notifying shareholder or shareholders;
(f) the number of shares of stock of any other bank, bank holding
company, savings and loan association or other financial
institution owned beneficially by the nominee or by the
notifying shareholder or shareholders and the identities and
locations of such institutions and whether the nominee is on
the board of any other financial institution;
(g) whether the proposed nominee has ever been convicted of or
pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy
or been adjudged a bankrupt; and
(h) whether the proposed nominee is or has ever been prohibited by
any state or federal regulatory agency from serving on the
board of any financial institution.
The notification shall be signed by the nominating shareholder or
shareholders and by each nominee, and shall be accompanied by a
written consent to be named as a nominee for election as a director
from each proposed nominee. Nominations not made in accordance
herewith shall be disregarded by the Chairman of the meeting, and all
votes cast for each such nominee shall be disregarded. The foregoing
requirements do not apply to the nomination of a person to replace a
proposed nominee who has become unable to serve as a director between
the last day for giving notice in accordance with this paragraph and
the date of election of directors, if the procedure called for in
this paragraph was followed with respect to the nomination of the
proposed nominee.
SECTION 4. COMPENSATION OF DIRECTORS
4.1 By resolution of the Board of Directors, the directors may be paid
their expenses, if any, of attendance of each meeting of the Board of
Directors and may be paid a regular sum fixed by them for attendance
at such meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation
therefor.
SECTION 5. MEETINGS OF THE BOARD
5.1 The meetings of the Board of Directors may be held at such place
within or without the State of Louisiana as a majority of the
Directors may from time to time appoint.
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5.2 The first meeting of each newly elected Board shall be held
immediately following the annual shareholders' meeting and at the
same place as the annual meeting, and no notice of such first meeting
shall be necessary to the newly elected directors in order legally to
constitute the meeting.
5.3 Regular meetings of the Board may be held without notice at such time
and place either within or without the State of Louisiana as shall
from time to time be determined by the Board.
5.4 Special meetings of the Board may be called by the Chairman,
President or Chief Executive Officer on 24 hours notice given to each
director, either personally or by telephone, mail, by telegram or
facsimile. Special meetings shall be called by the Chairman,
President or Chief Executive Officer or Secretary in like manner and
on like notice on the written request of four directors and if the
Chairman, President or Chief Executive Officer or Secretary fail or
refuse, or are unable to call a meeting when requested by any four
directors, then the four directors may call the meeting on 24 hours
written notice given to each director.
5.5 A majority of the Board shall be necessary to constitute a quorum for
the transaction of business, and except as otherwise provided by law,
the acts of a majority of the directors present at a meeting at which
a quorum is present shall be the acts of the Board. The Chairman, or
officiating person in the absence of the Chairman, will have the
right to vote for each issue and not just to break a tie.
5.6 If a quorum is present when the meeting is convened, the directors
present may continue to do business, taking action by vote of a
majority of a quorum as fixed in Section 5.5 hereof, until
adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum as fixed in Section 5.5 hereof, or the
refusal of any director present to vote.
5.7 Any action which may be taken at a meeting of the Board or any
committee thereof, may be taken by a consent in writing signed by all
of the directors and filed with the records of proceedings of the
Board or committee.
5.8 Meetings of the Board of Directors may be held by means of conference
telephone or similar communications equipment provided that all
persons participating in the meeting can hear and communicate with
each other. Participation in a meeting pursuant to this Section 5.8
shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of
objecting to the
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transaction of any business on the ground that the meeting is not
lawfully called or convened.
SECTION 6. NOTICES
6.1 Any written notice required or permitted by law, the Articles of
Incorporation or these bylaws to be given to any shareholder or
director shall be deemed to have been given to such shareholder or
director when such notice is served upon such shareholder or director
or when such notice is placed in the United States mail, postage
prepaid, addressed to such shareholder or director at his last known
address.
6.2 Whenever any notice is required to be given by law, the Articles of
Incorporation or the bylaws, a waiver thereof in writing signed by
the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.
SECTION 7. OFFICERS
7.1 The officers of the Corporation shall be chosen by the directors and
shall be a Chairman of the Board, a President, who shall be the Chief
Executive Officer unless some other officer is designated the Chief
Executive Officer, one or more Vice-Presidents, a secretary and a
treasurer. Any two offices may be held by one person. The President
shall have general executive powers, and shall have and may exercise
any and all other powers and duties pertaining by law regulation or
practice, to the office of president or imposed by these bylaws.
7.2 The Board of Directors may appoint such other officers and agents as
it shall deem necessary or appropriate, who shall hold their offices
for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board.
7.3 The salaries of all officers and agents of the Corporation shall be
fixed upon approval of the Board of Directors.
7.4 The officers of the Corporation shall hold office at the pleasure of
the Board of Directors.
7.5 The Chairman of the Board shall preside at all meeting of the Board
of Directors and at all meetings of the shareholders. In the absence
of the Chairman of the Board, the Vice Chairman shall preside; and in
the absence of the Vice Chairman the Chief Executive Officer or other
officer designated by the Board of Directors, shall preside at all
such meetings.
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Subject to the provisions of Section 2.11 of these bylaws, the
Chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such rules,
regulations and procedures for the manner of voting, the conduct of
discussion, attendance or participation at the meeting, the method of
tabulation of proxies and ballots and other procedural matters as
seem to him appropriate for the proper conduct of the meeting.
7.6 The Chief Executive Officer shall have general and active management
of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
7.7 An Executive Vice President shall, in the absence or disability of
the Chief Executive Officer, perform the duties and exercise the
powers of the Chief Executive Officer and shall perform such other
duties as the Chief Executive Officer or the Board of Directors shall
prescribe. In the absence of the Secretary or Treasurer or any
Assistant Secretary or Treasurer, the duties of the latter shall
devolve upon such Executive Vice- President.
7.8 The Secretary shall attend all sessions of the Board of Directors and
all meetings of the shareholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose. He shall
give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board, and shall perform
such other duties as may be prescribed by the Board or Chief
Executive Officer, under whose supervision he shall be. He shall
keep in safe custody the seal of the Corporation, and when authorized
by the Board, affix the same to any instrument requiring it and, when
so affixed, it shall be attested by his signature or by the signature
of the Treasurer.
7.9 The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit
all moneys and other valuable effects in the name and to the credit
of the Corporation in such depositories as may be designated by the
Board of Directors. He shall disburse the funds of the Corporation
as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and
Directors, at the regular meetings of the Board, or whenever they may
require it, an account of all his transactions as Treasurer and of
the financial condition of the Corporation.
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SECTION 8. STOCK
8.1 The certificates of each class of stock of the Corporation shall be
numbered and shall be entered in the books of the Corporation as they
are issued. Every certificate shall be signed by the Chairman of the
Board and the Cashier or in their absence by an officer of the
Corporation selected by the Chairman of the Board. If any stock
certificate is signed by a transfer agent or by a registrar, other
than the Corporation itself or an employee of the Corporation, the
signature of any such officer may be a facsimile.
8.2 The Board of Directors may direct a new certificate or certificates
to be issued in the place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or
destroyed. When authorizing such issue of a new certificate or
certificates, the Board may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative,
to advertise the same in such a manner as it shall be required and/or
give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
8.3 Upon surrender to the Corporation or the transfer agent of the
Corporation, of a certificate for shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
8.4 For the purpose of determining shareholders entitled to notice of and
to vote at a meeting, or to receive a dividend, or to receive or
exercise subscription or other rights, or to participate in a
reclassification of stock, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may
fix in advance a record date for determination of shareholders for
such purpose, such date to be not more than sixty days and, if fixed
for the purpose of determining shareholders entitled to notice of and
to vote at a meeting, not less than ten days, prior to the date on
which the action requiring the determination of shareholders is to be
taken.
8.5 Except as otherwise provided by law, the Corporation and its
directors, officers and agents, may recognize and treat a person
registered on its records as the owner of shares, as the owner in
fact thereof for all purposes, and as the person exclusively entitled
to have and to exercise all rights and
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<PAGE> 11
privileges incident to the ownership of such shares, and rights under
this Section shall not be affected by any actual or constructive
notice which the Corporation, or any of its directors, officers or
agents, may have to the contrary.
8.6 Except as otherwise provided by law or the Articles of Incorporation,
dividends upon the stock of the Corporation may be declared by the
Board of Directors at any regular or special meeting. Dividends may
be paid in cash, in property, or in shares of stock.
8.7 The Board of Directors may create and abolish reserves out of earned
surplus for any proper purposes. Earned surplus so reserved shall
not be available for payment of dividends, purchase or redemption of
shares, or transfer to capital surplus or stated capital.
SECTION 9. MISCELLANEOUS
9.1 All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
9.2 The Board of Directors may adopt for and on behalf of the Corporation
a fiscal or a calendar year.
9.3 The Board of Directors may adopt a corporate seal, which seal shall
have inscribed thereon the name of the Corporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise. Failure to affix the seal shall not,
however, affect the validity of any instrument.
SECTION 10. INDEMNIFICATION
10.1 The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (including
any action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another business,
foreign or nonprofit corporation, partnership, joint venture or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to
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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; provided that in case of actions by or in the
right of the Corporation, the indemnity shall be limited to expenses
(including attorneys' fees and amounts paid in settlement not
exceeding, in the judgment of the Board of Directors, the estimated
expense of litigating the action to conclusion) actually and
reasonably incurred in connection with the defense or settlement of
such action and no indemnification shall be made in respect to any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the
court shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interest of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.
10.2 To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense
of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
10.3 The indemnification hereunder (unless ordered by the court) shall be
made by the Corporation only as authorized in a specific case upon a
determination that the applicable standard of conduct has been met.
Such determination shall be made, (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable or a quorum of disinterested directors so directs,
by independent legal counsel, or (iii) by the shareholders.
10.4 The expenses incurred in defending such an action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
thereof if authorized by the Board of Directors in the manner
provided in Section 10.3 above, upon receipt of an undertaking by or
on behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized hereunder.
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10.5 The indemnification provided hereunder shall not be deemed exclusive
of any other rights to which one indemnified may be entitled, both as
to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of his heirs and legal representatives.
10.6 The Corporation may procure insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another business, nonprofit or foreign
corporation, partnership, joint venture or other enterprise against
any liability asserted against or incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such
liability under the Business Corporation Law of Louisiana.
SECTION 11. AMENDMENTS
11.1 These bylaws may be amended or repealed by the Board of Directors at
any regular or special meeting or by the shareholders at any annual
or special meeting, provided notice of the proposed amendment or
repeal be contained in the notice of such annual or special meeting
of shareholders.
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EXHIBIT 5
[GORDON, ARATA, MCCOLLAM & DUPLANTIS, L.L.P. LETTERHEAD]
October 16, 1996
The New Iberia Bancorp, Inc.
800 South Lewis Street
New Iberia, LA 70560
Gentlemen:
As set forth in the registration statement on Form S-8 (the
"Registration Statement") to be filed by The New Iberia Bancorp, Inc. (the
"Company") under the Securities Act of 1933, as amended (the "Act") relating to
150,000 shares (the "Shares") of the no par value Common Stock of the Company
to be issued pursuant to The New Iberia Bancorp, Inc. Nonstatutory Stock
Option Plan (the "Plan"), certain legal matters in connection with the Shares
are being passed upon for you by us. At your request, this opinion of counsel
is being furnished to you for filing as Exhibit 5(a) to the Registration
Statement.
In our capacity as your counsel in the connection referred to above,
we have examined and are familiar with the Articles of Incorporation and Bylaws
of the Company (each as amended to date) and the Plan and Stock Option
Agreements pursuant thereto that have been executed to date (the "Stock Option
Agreements"). In connection with this opinion, we have reviewed certain
minutes of meetings of the directors of the Company, and we have made such
investigations of law and have examined such certificates of officers of the
Company as we have considered necessary for purposes of this opinion.
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<PAGE> 2
The New Iberia Bancorp, Inc.
October 17, 1996
Page -2-
We have assumed the genuineness of the signatures on 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. We also have relied upon the accuracy, as to matters of
fact, of the aforementioned certificates of officers of the Company, and we
have relied on Company records and have assumed the accuracy and completeness
thereof.
We express no opinion as to the laws of any jurisdiction other than
the present federal laws of the United States of America and the present
corporation law of the State of Louisiana.
Based on the foregoing, it is our opinion that the Shares to be
issued pursuant to the exercise of stock options issued pursuant to the Plan
have been duly authorized and, if issued in accordance with the terms of the
Plan and the Stock Option Agreements entered into pursuant thereto, upon full
payment therefor as required by the Stock Option Agreements and upon due
execution of appropriate stock certificates, will be validly issued, fully paid
and non- assessable.
This letter expresses our legal opinion as to the foregoing matters
based upon our professional knowledge and judgment at this time; it is not,
however, to be construed as a guaranty, nor is it a warranty that a court
considering such matters would not rule in a manner contrary to the opinions
set forth above. Further, no opinion is expressed as to the effect of any
future acts of the parties or changes in existing law. We undertake no
responsibility to advise you of any change after the date hereof in the law or
the facts presently in effect that would alter the scope or substance of the
opinions herein expressed.
This opinion is limited to the matters stated herein, and no opinion
is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
This opinion is rendered solely for your benefit in connection with
the filing of the Registration Statement. This opinion may not be relied upon
by you for any other purpose or by
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The New Iberia Bancorp, Inc.
October 17, 1996
Page -3-
any other person, firm or corporation for any purpose and may not be circulated
or otherwise referred to without our prior written consent.
Very truly yours,
/s/ GORDON, ARATA, MCCOLLAM
& DUPLANTIS, L.L.P
GORDON, ARATA, McCOLLAM &
DUPLANTIS, L.L.P
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<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 18, 1996
(except with respect to Note 14, as to which the date is January 24, 1996),
included in The New Iberia Bancorp, Inc.'s Form 10-K for the year ended December
31, 1996 and to all references to our Firm included in this registration
statement.
/S/ Arthur Andersen LLP
----------------------------
ARTHUR ANDERSEN, LLP
New Orleans, Louisiana
October 18, 1996
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