As filed with the Securities and Exchange Commission on September 20, 1995.
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
MidSouth Bancorp, Inc.
(Exact name of registrant as specified in its charter)
__________________
Louisiana 72-1020809
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
(318) 237-8343
(Address, including zip code, and telephone number
including area code, of registrant's principal executive offices)
__________________
EMPLOYMENT AGREEMENT BETWEEN MIDSOUTH BANCORP, INC. AND C. R. CLOUTIER
EMPLOYMENT AGREEMENT BETWEEN MIDSOUTH BANCORP, INC. AND KAREN L. HAIL
(Full title of the Plans)
__________________
C. R. Cloutier COPY TO
MidSouth Bancorp, Inc. Margaret F. Murphy
P. O. Box 3745 Jones, Walker, Waechter, Poitevent,
Lafayette, Louisiana 70502 Carrere & Denegre, L.L.P.
(318) 237-8343 51st Floor
(Name, address, including zip code, 201 St. Charles Avenue
and telephone number, including New Orleans, Louisiana 70170
area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
___________________________________________________________________________________________________
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered<FN1> Per Unit<FN2> Price<FN2> Fee
___________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock 28,000 shares $7.14 $199,920 $656.29
___________________________________________________________________________________________________
<FN>
<FN1> Upon a stock split, stock dividend or similar transaction in the future
and during the effectiveness of this Registration Statement involving
Common Stock of MidSouth Bancorp, Inc., the number of shares registered
shall be automatically increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933.
<FN2> Calculated pursuant to Rule 457(h).
</FN>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by MidSouth Bancorp,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995.
(c) The Company's Current Report on Form 8-K filed with the Commission
on August 14, 1995.
(d) The description of the Common Stock set forth in Item 1 of the
Company's Registration Statement on Form 8-A dated July 24, 1995.
All reports filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall, except to the extent otherwise provided by Regulation S-K or
any other rule promulgated by the Commission, be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 83 of the Louisiana Business Corporation Law ("LBCL") permits a
corporation to indemnify its directors and officers 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 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. The indemnification provisions of Section 83 are
not exclusive, but no corporation may indemnify any person for willful or
intentional misconduct. A 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.
Section 10 of the Company's by-laws provides for mandatory
indemnification for current and former directors and officers except to
the extent that the director or officer fails to meet the Standard of
Conduct, as defined in the by-laws. The Company's Articles of
Incorporation permit the Company to enter into contracts with its
directors and officers providing for indemnification to the fullest extent
permitted by law, but no such contracts have been entered into.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on form 10-K for the year ended December 31, 1993).
4.2 Articles of Amendment to Amended and Restated Articles of
Incorporation dated July 19, 1995.
4.3 Amended and Restated By-laws of the Company adopted by the Board of
Directors on April 12, 1995 (incorporated by reference to Exhibit
3.2 to Amendment No. 1 to the Company's Registration Statement on
Form S-4 (Reg. No. 33-58499) filed June 1, 1995.)
4.4 The Company agrees to furnish to the Commission on request a copy
of the instruments defining the rights of the holder of its long-
term debt, which debt does not exceed 10% of the total consolidated
assets of the Company.
4.5 Employment Agreements with C. R. Cloutier and Karen Hail
(incorporated by reference to Exhibit 5(c) to the Company's Form
1-A, Commission File No. 24-1813-FW filed with the Commission on
September 27, 1991).
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney (included on the signature page of this
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.
(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 proceedings) 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 Act and will be governed by the final
adjudication of such issue.
<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 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 Lafayette, State of Louisiana, on
September 13, 1995.
MIDSOUTH BANCORP, INC.
By: /s/ C. R. Cloutier
_____________________________
C. R. Cloutier
President, Chief Executive
Officer and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears immediately below constitutes and appoints
C. R. Cloutier and Karen L. Hail, or either of them, his true
and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, 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 full power and authority to do and perform each and
every act and thing requisite and necessary to be done, 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, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates
indicated.
Signature Title Date
/s/ C. R. Cloutier President, Chief Executive September 13, 1995
______________________ Officer and Director
C. R. Cloutier
/s/ J. B. Hargroder Director September 13, 1995
______________________
J. B. Hargroder
/s/ Milton B. Kidd, Jr. Director September 13, 1995
_______________________
Milton B. Kidd, Jr.
/s/ William M. Simmons Director September 13, 1995
________________________
William M. Simmons
/s/ James R. Davis Director September 13, 1995
________________________
James R. Davis
/s/ Clayton P. Hilliard Director September 13, 1995
_________________________
Clayton P. Hilliard
/s/ Will G. Charbonnet, Sr. Director September 13, 1995
__________________________
Will G. Charbonnet, Sr.
/s/ Karen L. Hail Chief Financial September 13, 1995
___________________________ Officer and Director
Karen L. Hail
/s/ Teri S. Stelly Controller September 13, 1995
___________________________
Teri S. Stelly
</TABLE>
Exhibit 4.2
ARTICLES OF AMENDMENT
TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
MIDSOUTH BANCORP, INC.
MidSouth Bancorp, Inc., a Louisiana corporation (the
"Corporation"), through its undersigned President and Secretary,
hereby certifies that:
1. On March 8, 1995, the Board of Directors of the Corporation
adopted, pursuant to Section 33A of the Louisiana Business
Corporation Law (the "LBCL"), the following amendment to Article
III of its Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") to establish and fix the
preferences, limitations and relative rights of a series of
preferred stock, and authorized the delivery of these Articles of
Amendment to the Secretary of State for filing pursuant to
Section 32B of the LBCL.
2. Article III of the Articles of Incorporation is amended to
add a new Section E to read in its entirety as follows:
"E.Of the 5,000,000 shares of authorized no par value per
share Preferred Stock, [187,286] shares shall constitute a
separate series of Preferred Stock with the voting powers and
the preferences and rights hereinafter set forth.
(1) Designation. The series of Preferred Stock created
hereunder is designated "Cumulative Convertible Preferred
Stock, Series A" (the "Series A Preferred Stock").
(2) Stated Value. The stated value of each share of Series
A Preferred Stock is $14.25.
(3) Dividend Rights.
(a) Except as provided in Subparagraph (ii),
(i) the holders of record of the shares of Series A
Preferred Stock are entitled to receive, but only when,
as and if declared by the Board of Directors, and out
of the funds of the Corporation legally available for
that purpose, cumulative cash dividends at an annual
rate, fixed on December 31 of each year for the ensuing
calendar year, equal to the yield for Government Bonds
and Notes maturing in December of the following year,
as published in the Treasury Bonds, Notes and Bills
Section of the last issue of the Wall Street Journal
published each year, plus 1% per annum, and no more;
provided that, the annual dividend rate shall in no
case be greater than 10% nor less than 6%; provided
further that, from and after the tenth anniversary of
the date of issuance of the Series A Preferred Stock
the annual dividend rate shall be fixed at 10%. If
more than one yield is shown for December maturities,
the average shall be applied. If no yield is quoted
for December maturities, the yield for the next earlier
available month shall be applied. From the date of
issuance of the Series A Preferred Stock through
December 31, 1995, the annual dividend rate shall be
8.28%. The Corporation by resolution of its Board
of Directors shall, to the extent of Legally Available
Funds, as defined below, declare a dividend on the
Series A Preferred Stock payable quarterly on the first
day of April, July, October, and January in each year,
or on such earlier dates as the Board of Directors may
from time to time fix as the dates for payment of
quarterly dividends on the Common Stock, except that
any dividend payable on a payment date that is a legal
holiday shall be paid on the next succeeding business
day. Dividends on each share of Series A Preferred
Stock shall be cumulative from the date of original
issuance thereof whether or not there shall be funds
legally available for the payment of such dividends.
Dividends payable on the Series A Preferred Stock (i)
for any period other than a full year shall be computed
on the basis of a 360-day year consisting of twelve 30-
day months and (ii) for each full dividend period shall
be computed by dividing the annual dividend rate by
four. If any quarterly dividend is not paid when due,
the unpaid amount shall bear interest at a rate of 10%
per annum until paid.
(ii) The first dividend payable on the Series A
Preferred Stock shall be paid on the first day of
April, July, October or January that is at least 91
days from the date of original issuance of the Series A
Preferred Stock and will be in an amount, at the
applicable dividend rate, based on the number of days
between the date of original issuance and the dividend
payment date minus 90 days, provided that the aggregate
amount payable (A) will be increased by the amount by
which Expenses, as defined below, are less than
$110,000 (the "Additional Amount"), or (B) will be
reduced by the amount by which Expenses exceed $110,000
("The Subtracted Amount"). In any case in which (A)
the Additional Amount is greater than the dividend that
would have been paid for the 90 excluded days set forth
above, such excess will be payable on the next
succeeding dividend payment date, or (B) the Subtracted
Amount is greater than the amount otherwise payable
under this paragraph, such excess will be deducted from
the amount otherwise payable on the next succeeding
dividend payment date.
(iii) The term "Expenses" means the actual expenses
of Sugarland Bancshares, Inc. ("Sugarland") in
connection with the negotiation, execution,
implementation and consummation of that certain
agreement between Sugarland and the Corporation dated
December 28, 1994 (the "Agreement"), including,
without limitation, legal, accounting and financial
advisory fees and expenses and expenses of printing and
mailing Sugarland's proxy statement and holding its
shareholders meeting to consider the Agreement.
(iv) The term "Legally Available Funds" means such
amount of the surplus of the Corporation that may be
paid as dividends under the Business Corporation Law of
Louisiana as may be provided in cash by MidSouth Bank
to the Corporation as a dividend under applicable
statutes and regulations of the U. S. Comptroller of
the Currency and that would not result in the
Corporation or MidSouth Bank having capital ratios, of
less than the required regulatory minimum capital
ratios, or failing to be "adequately-capitalized"
within the meaning of applicable law and regulations or
being in violation of any law, regulation or regulatory
directive, agreement or order.
(b) So long as any shares of the Series A Preferred
Stock are outstanding, the Corporation shall not declare,
pay or set apart for payment any dividend on any shares of
capital stock of the Corporation ranking junior to the
Series A Preferred Stock as to dividends or liquidation
rights (collectively, "Junior Securities") or make any
payment on account of, or set apart for payment money for
a sinking or other similar fund, for the purchase,
redemption or other retirement of, any of the Junior
Securities or any warrants, rights, calls or options
exercisable for or convertible into any of the Junior
Securities, or make any distribution in respect thereof,
either directly or indirectly, whether in cash, other
property, obligations or shares of the Corporation (other
than distributions or dividends in Junior Securities to
the holders of Junior Securities), and shall not permit
any corporation or other entity directly or indirectly
controlled by the Corporation to purchase or redeem any of
the Junior Securities or any warrants, rights, calls or
options exercisable for or convertible into any of the
Junior Securities, unless prior to or concurrently with
the payment or setting apart for payment of any dividend
on any of the Junior Securities, all accumulated and
unpaid dividends on shares of Series A Preferred Stock,
and interest thereon, if any, shall have been or shall be
paid.
(c) If dividends are paid in part and not in full upon
the shares of Series A Preferred Stock and on any other
Preferred Stock ranking on a parity, as to dividends, with
the Series A Preferred Stock, such dividends must be
divided pro rata among such parity shares in proportion to
the respective dividends accrued and unpaid thereon as of
the dividend payment date.
(d) Except as otherwise expressly provided in this
Section E, holders of shares of the Series A Preferred
Stock are not entitled to any dividend, whether payable in
cash, property or stock, or any interest, or sum of money
in lieu of interest, in respect of any dividend on Series
A Preferred Stock which may be in arrears.
(4)Redemption.
(a) On or after the fifth anniversary of the date of
issuance of the Series A Preferred Stock, the Corporation
may, at its option, and subject to appropriate approval by
the Board of Governors of the Federal Reserve System or
delegated authority, redeem the whole or, from time to
time, any part of the Series A Preferred Stock at a
redemption price per share payable in cash in an amount
equal to the sum of (i) $14.25, (ii) all accrued and
unpaid dividends on the Series A Preferred Stock to the
date fixed for redemption, whether or not earned or
declared, and (iii) interest accrued to the date of
redemption on all accrued and unpaid dividends on the
Series A Preferred Stock, if any.
(b) If the Corporation redeems fewer than all of the
outstanding shares of Series A Preferred Stock, it must
select the shares to be redeemed by lot or pro rata, in
such manner as the Board of Directors may determine to be
fair and appropriate. The Board of Directors has full
power and authority, subject to the limitations and
provisions herein contained, to prescribe the manner in
which shares of the Series A Preferred Stock are to be
redeemed.
(c) Notice of redemption must be given by first class
mail, postage prepaid, mailed not fewer than 30 nor more
than 90 days before the redemption date, to each holder of
record of shares to be redeemed, at the holder's address
as it appears on the stock register of the Corporation.
Each notice must state: (i) the redemption date; (ii) the
total number of shares of Series A Preferred Stock to be
redeemed and, if fewer than all the shares held by the
holder are to be redeemed, the number of shares to be
redeemed from the holder; (iii) the redemption price;
(iv) the place or places where certificates for the shares
are to be surrendered for payment of the redemption price;
(v) that dividends on the shares to be redeemed will cease
to accrue on the redemption date; and (vi) that the holder
has the right to convert the shares into Common Stock
until the close of business on the fifth day preceding the
redemption date at the Conversion Price then in effect and
the place where certificates for the shares of the Series
A Preferred Stock may be surrendered for conversion.
(d) Unless the Corporation fails to pay the redemption
price, the right to convert shares of the Series A
Preferred Stock called for redemption shall expire at the
close of business on the fifth day preceding the date
fixed for redemption of such shares, and, from and after
the redemption date, dividends on the shares of Series A
Preferred Stock called for redemption shall cease to
accrue, and such shares shall no longer be deemed to be
outstanding, and all rights of the holders of such shares
as shareholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall
cease. Upon surrender of the certificates for any shares
so redeemed in accordance with the requirements of the
notice of redemption (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation so
requires and the notice so states), such shares shall be
redeemed by the Corporation at the redemption price. If
fewer than all the shares represented by any such
certificates are redeemed, the Corporation is obligated to
issue without cost to the holder a new certificate
representing the shares not redeemed.
(e) Any shares of Series A Preferred Stock converted
under Subsection (5), or redeemed or otherwise acquired by
the Corporation, shall have the status of authorized but
unissued shares of Preferred Stock, without designation as
to series, preferences, limitations or relative rights
until the shares are once more designated as part of a
particular series by the Board of Directors of the
Corporation.
(f) The Corporation may, before the redemption date
specified in the notice of redemption, deposit in trust
for the account of the holders of shares of the Series A
Preferred Stock to be redeemed, with a bank or trust
company organized under the laws of the United States of
America or of the State of Louisiana and having capital,
surplus and undivided profits aggregating at least
$20,000,000, designated in the notice of redemption, all
funds necessary for the redemption, together with
irrevocable written instructions authorizing the bank or
trust company, on behalf and at the expense of the
Corporation, to have the notice of redemption mailed as
provided in Paragraph (c) and to include in the notice of
redemption a statement that all funds necessary for the
redemption have been so deposited in trust and are
immediately available. Immediately upon the mailing of
such notice, notwithstanding that any certificate for
shares of Series A Preferred Stock so called for
redemption has not been surrendered for cancellation, all
shares of Series A Preferred Stock with respect to which
the deposit has been made shall cease to be outstanding
and all rights with respect to such shares of Series A
Preferred Stock shall terminate other than the right of
the holders thereof to receive from the bank or trust
company, at any time after the time of the deposit, the
redemption price of the shares so to be redeemed, and the
right, if any, to convert the shares into Common Stock
until the close of business on the fifth day preceding the
redemption date.
(g) If the holder of any shares of the Series A
Preferred Stock called for redemption does not, within one
year after the redemption date, claim the redemption price
thereof, the unclaimed amount shall then escheat and
revert in full ownership to the Corporation in accordance
with Article VII of these Articles of Incorporation, and
if the funds to pay the redemption price have been
deposited pursuant to paragraph (f), above, the depositary
shall, upon the request of the Corporation expressed in a
resolution of its Board of Directors, pay over to the
Corporation the unclaimed amount.
(h) Notwithstanding the foregoing provisions of this
Subsection (4), so long as any dividends on the Series A
Preferred Stock, or interest thereon, are in arrears, the
Corporation may not redeem any shares of the Series A
Preferred Stock unless all outstanding shares of the
Series A Preferred Stock are simultaneously redeemed and
may not purchase or otherwise acquire any shares of Series
A Preferred Stock. The foregoing shall not, however,
prevent the purchase or acquisition of shares of Series A
Preferred Stock pursuant to a purchase or exchange offer
made on the same terms to holders of all outstanding
shares of Series A Preferred Stock.
(5) Conversion. The holders of shares of the Series A
Preferred Stock have the right, at their option, to convert
all or any part of such shares into shares of Common Stock
of the Corporation at any time before the close of business
on the fifth day preceding the date, if any, fixed for
redemption of those shares, subject to the following terms
and conditions:
(a) The shares of Series A Preferred Stock shall be
convertible into shares of Common Stock at the Conversion
Rate of one share of Common Stock for each share of Series
A Preferred Stock converted. Such Conversion Rate shall
be subject to adjustment from time to time as provided in
Paragraph (e). The Corporation shall pay all accrued but
unpaid dividends, and interest thereon, on any shares of
Series A Preferred Stock surrendered for conversion. If
any shares of Series A Preferred Stock are called for
redemption, the right of conversion shall expire as to the
shares designated for redemption at the close of business
on the fifth day immediately preceding the date fixed for
redemption, unless default is made in the payment of the
redemption price on such shares.
(b) To convert any shares of Series A Preferred Stock
into Common Stock, the holder must surrender the cer-
tificate or certificates therefor, duly endorsed to the
Corporation or in blank, at the principal office of the
Corporation or at such other place or places as the Board
of Directors may designate and must give written notice to
the Corporation at that office or place that the holder
elects to convert all or a part of such shares, setting
forth the name or names (with the address or addresses) in
which the shares of Common Stock are to be issued. The
Corporation shall, as soon as practicable thereafter,
cause to be issued and delivered at that office or place
to the holder, or the holder's designee or designees, a
certificate or certificates for the number of whole shares
of Common Stock to which such holder is entitled, together
with a certificate or certificates representing any shares
of Series A Preferred Stock which are not to be converted
but constitute part of the shares of Series A Preferred
Stock represented by the certificate or certificates
surrendered and cash in lieu of the issuance of a
fractional share. A conversion shall be effective as of
the close of business on the date of the due surrender of
the certificates for the shares to be converted, and the
rights of the holder of such shares shall, to the extent
of such conversion, cease at such time, and the person or
persons entitled to receive shares of the Common Stock
upon conversion of such shares of Series A Preferred Stock
shall be treated for all purposes as having become the
record holder or holders of the Common Stock at that time.
(c) No fractional shares of Common Stock shall be issued
on conversion. If any fractional interest in a share of
Common Stock would, except for the provisions of this
Paragraph (c), be deliverable upon conversion hereunder,
the Corporation, in lieu of such fractional share shall
pay cash to the converting shareholder in an amount equal
to the product derived by multiplying such fraction of a
share by the closing price per share of the Common Stock
on the day next preceding the date of conversion.
(d) In the case of any shares of Series A Preferred
Stock converted after any record date for payment of a
dividend on the Series A Preferred Stock but on or before
the date for payment of the dividend, the dividend
declared and payable on the dividend payment date shall
continue to be payable on the dividend payment date to the
holder of record of the shares as of such preceding record
date notwithstanding their conversion. Shares of the
Series A Preferred Stock surrendered for conversion during
the period from the close of business on any such record
date to the opening of business on the dividend payment
date shall be accompanied by payment in full of an amount
equal to the dividend payable on the dividend payment date
on the shares of the Series A Preferred Stock surrendered
for conversion. Except as provided in this Paragraph, no
payment or adjustment shall be made upon any conversion on
account of any dividends on shares of the Series A
Preferred Stock surrendered for conversion or on account
of any dividends on the shares of Common Stock issued upon
conversion.
(e) The Conversion Rate shall be adjusted from time to
time as follows:
(i) If the Corporation at any time (A) pays a
dividend or makes a distribution to all holders of its
Common Stock in shares of its Common Stock, (B)
subdivides its outstanding shares of Common Stock into
a larger number of shares of Common Stock, or (C)
combines its outstanding shares of Common Stock into a
smaller number of shares of Common Stock, then in each
such case the Conversion Rate in effect immediately
before that event shall be proportionately decreased or
increased, as the case may be, so that the holder of
any shares of Series A Preferred Stock thereafter
surrendered for conversion shall be entitled to receive
the number of whole shares of Common Stock that the
holder would have owned or been entitled to receive
immediately following such event if those shares of
Series A Preferred Stock had been converted into Common
Stock immediately before that event. An adjustment
made under this Subparagraph (i) becomes effective
immediately after the payment date in the case of a
dividend or distribution and immediately after the
effective date in the case of a subdivision or
combination. No adjustment in the Conversion Rate
shall be made if, at the same time the Corporation
issues shares of Common Stock as a dividend or
distribution on the outstanding shares of Common Stock
which, as provided in this Subparagraph (i), would
otherwise call for an adjustment in the Conversion
Rate, the Corporation issues shares of Common Stock as
a dividend or distribution on the outstanding shares of
Series A Preferred Stock equivalent to the number of
shares distributable on the shares of Common Stock into
which the shares of Series A Preferred Stock is then
convertible.
(ii) No adjustment in the Conversion Rate shall be
required unless the adjustment would require an
increase or decrease in the Conversion Rate by more
than one percent, but any adjustments not required to
be made by reason of this Subparagraph shall be carried
forward cumulatively and taken into account in any
subsequent adjustments. All calculations under this
Paragraph (e) shall be made to the nearest one-tenth of
one percent.
(iii) In case of any reclassification of the Common
Stock (other than a subdivision or combination of
outstanding shares of Common Stock for which adjustment
is provided in Subparagraph (i) above), or a
consolidation or merger of the Corporation with or into
any other corporation (other than a consolidation or a
merger in which the Corporation is the continuing
corporation and the outstanding shares of the
Corporation's Common Stock are not changed into or
exchanged for stock or other securities of any other
person or cash or any other property as a result of or
in connection with such consolidation or merger) or a
sale of the properties and assets of the Corporation
as, or substantially as, an entirety to any other
business organization, or a statutory share exchange in
which all shares of Common Stock or any series or class
of Common Stock are exchanged for shares of another
corporation or other entity, each share of Series A
Preferred Stock shall, after such reclassification,
consolidation, merger, sale or exchange and upon the
terms and conditions specified in this Subsection (5),
be convertible into or represent the right to receive
the number of shares of stock or other securities or
property (including cash) to which the shares of Common
Stock deliverable (at the time of such reclassifi-
cation, consolidation, merger, sale or exchange) upon
conversion thereof would have been entitled upon such
reclassification, consolidation, merger, sale or
exchange, if the conversion of the Series A Preferred
Stock into Common Stock had taken place immediately
before that event; and in any case, if necessary, the
provisions set forth in this Subparagraph (iii) with
respect to the rights and interests thereafter of the
holders of the shares of Series A Preferred Stock shall
be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock or
other securities or property (including cash)
thereafter deliverable upon conversion of shares of
Series A Preferred Stock.
(iv) Whenever the Conversion Rate is adjusted as
provided in this Paragraph (e):
(A) The Corporation shall compute the adjusted
Conversion Rate in accordance with this Paragraph (e)
and shall prepare a certificate signed by the
President or any Vice President of the Corporation
setting forth the adjusted Conversion Rate and
showing in reasonable detail the facts upon which
such adjustment is based, and the certificate shall
promptly be filed with the transfer agent for the
Series A Preferred Stock, but such transfer agent
shall have no duty with respect to any such
certificate filed with it except to keep the same on
file and available for inspection during reasonable
hours; and
(B)The Corporation shall cause to be mailed to
each holder of shares of Series A Preferred Stock at
his then registered address by first-class mail,
postage prepaid, a notice stating that the Conversion
Rate has been adjusted and setting forth the adjusted
Conversion Rate.
(v) Without limiting the obligation of the
Corporation to give the notices provided in Sub-
paragraph (iv), the failure of the Corporation to give
such notice shall not invalidate any corporate action
by the Corporation.
(f)The Corporation shall at all times reserve and keep
available, free from preemptive rights for the purpose of
effecting the conversion of the shares of Series A
Preferred Stock, the full number of shares of Common Stock
then deliverable upon the conversion of all shares of
Series A Preferred Stock then outstanding.
(g)The Corporation is not obligated to pay any tax
payable in respect of any transfer involved in the issue
and delivery of shares of Common Stock in a name other
than that in which the shares of Series A Preferred Stock
so converted were registered, and the Corporation is not
obligated to make any such issue or delivery unless and
until the person requesting such issue has paid to the
Corporation the amount of any such tax, or has
established, to the satisfaction of the Corporation, that
such tax has been paid.
(h) In the event that:
(i) the Corporation declares a dividend or any other
distribution on its Common Stock, payable otherwise
than in cash out of surplus; or
(ii) the Corporation grants to all the holders of its
Common Stock rights to subscribe for or purchase any
shares of capital stock of any class or any other
rights; or
(iii) any reclassification, consolidation, merger,
sale or exchange of the type described in Subparagraph
(iii) of Paragraph (e) occurs; or
(iv) the voluntary or involuntary dissolution,
exchange, liquidation or winding up of the Corporation
occurs;
the Corporation shall cause to be mailed to the holders of
record of the Series A Preferred Stock at least 20 days
before the applicable date hereinafter specified a notice
stating (x) the date on which a record is to be taken for
the purpose of such dividend, distribution or rights or,
if a record is not to be taken, the date as of which the
holders of Common Stock of record to be entitled to such
dividend, distribution or rights are to be determined or
(y) the date on which such reclassification,
consolidation, merger, sale, exchange, dissolution,
liquidation or winding up is expected to take place, and
the date, if any is to be fixed, as of which holders of
Common Stock of record shall be entitled to exchange their
shares of Common Stock for securities or other property
deliverable upon such reclassification, consolidation,
merger, sale, exchange, dissolution, liquidation or
winding up. Failure to give such notice, or any defect
therein, shall not affect the legality or validity of such
dividend, distribution, reclassification, consolidation,
merger, sale, exchange, dissolution, liquidation or
winding up.
(6)Voting.
(a) Except as otherwise expressly required by applicable
law or by the terms of this Section E, the holders of shares
of the Series A Preferred Stock are not entitled to any vote
on any matter, including but not limited to any merger,
consolidation or transfer of assets, or statutory share
exchange, and to no notice of any meeting of shareholders of
the Corporation.
(b) Except as otherwise provided herein, whenever the vote,
approval or other action of holders of shares of the Series
A Preferred Stock is required or permitted by applicable law
or by the terms of this Section E, each share is entitled to
one vote and the affirmative vote of a majority of shares of
Series A Preferred Stock present or represented at the
meeting at which a quorum is present is sufficient to
constitute such vote, approval or other action.
(c) If, at any time, the Corporation falls in arrears in
the payment of dividends on the Series A Preferred Stock for
two consecutive quarterly dividend periods, the number of
directors constituting the full board of directors of the
Corporation shall be automatically increased by two and the
holders of Series A Preferred Stock, voting separately as a
single class, shall be entitled to elect two directors of
the Corporation to fill the two newly created directorships,
at a special meeting called for that purpose in accordance
with Paragraph (f) and thereafter at each meeting of the
shareholders held for the purpose of electing directors, so
long as there continues to be any arrearage in the payment
of dividends on the Series A Preferred Stock for any past
quarterly dividend period or of interest on such accumulated
and unpaid dividends.
(d) When all accumulated and unpaid dividends on the Series
A Preferred Stock for all past quarterly dividend periods,
and interest thereon, have been paid in full, the right of
the holders of Series A Preferred Stock to elect directors
shall cease (subject to revesting from time to time as
provided in Paragraph (c)), the number of directors of the
Corporation shall be automatically reduced by two and the
term of office of all directors elected by the holders of
the Series A Preferred Stock shall immediately terminate.
(e) A director elected by the holders of Series A Preferred
Stock shall hold office until the annual meeting next
succeeding his election or until his successor, if any, is
elected by such holders. A director so elected may be
removed at any time with or without cause but only by the
vote of holders of the Series A Preferred Stock at a meeting
duly called for that purpose. So long as the holders of the
Series A Preferred Stock have the right to elect two
directors, any vacancy in the office of a director elected
by those holders may be filled by the remaining director so
elected or by the vote of the holders of Series A Preferred
Stock at any annual meeting or any special meeting called
for the purpose.
(f) At any time when the power to elect directors vests in
the holders of the Series A Preferred Stock, a proper
officer of the Corporation shall, on the written request of
record holders of at least 20 percent of the number of
shares of Series A Preferred Stock then outstanding,
addressed to the secretary of the Corporation at its
principal office, call a special meeting of the holders of
the Series A Preferred Stock for the purpose of electing
directors. The meeting must be held at the earliest
practicable date, not later than 45 days after receipt of
the written request (subject to compliance with applicable
proxy rules and rules of the American Stock Exchange), in
the city in which the last preceding annual meeting of the
shareholders of the Corporation was held, but may be held at
the time and place of the annual meeting if the annual
meeting is to be held within 60 days after the power to
elect directors first vests in the holders of the Series A
Preferred Stock. If the proper officer of the Corporation
does not call the meeting within the required time, then the
holders of record of 20 percent of the number of shares of
Series A Preferred Stock then outstanding may, by written
notice to the secretary of the Corporation at its principal
office, designate any person to call such meeting, and the
person so designated may call such meeting in the city above
provided upon not fewer than 30 nor more than 45 days notice
and for that purpose shall have access to the stock books of
the Corporation. At any meeting so called for the election
of directors by holders of the Series A Preferred Stock or
at any annual meeting held while the holders of Series A
Preferred Stock have the right to elect directors, holders
of a majority of the shares of Series A Preferred Stock then
outstanding is sufficient to constitute a quorum for the
purpose of electing directors at such a meeting. If at any
such meeting a quorum of the Series A Preferred Stock is not
present, the election of directors shall not take place, and
the meeting shall be adjourned from time to time for periods
not exceeding 30 days until a quorum is obtained.
(g) Approval of the holders of the Series A Preferred
Stock, voting separately as a single class by a favorable
vote of at least two-thirds of the number of shares of
Series A Preferred Stock then outstanding, is required to
adopt any proposed amendment to these Articles of
Incorporation (including but not limited to any amendment
adopted by resolution of the Board of Directors pursuant to
Article III of these Articles of Incorporation) if the
proposed amendment would affect shares of the Series A
Preferred Stock in any one or more of the following ways:
(i) Create or authorize any class or series of stock
ranking senior to or on a parity with the Series A
Preferred Stock in respect of dividends or distribution of
assets on liquidation or otherwise alter or abolish the
liquidation preferences or any other preferential right of
such shares.
(ii) Reduce the redemption price or otherwise alter or
abolish any right with respect to redemption of the Series
A Preferred Stock expressly provided by this Section E.
(iii) Alter or abolish any right of such shares
expressly provided by this Section E to receive dividends
or interest thereon except as such right may be affected
by dividend rights of new shares being authorized of
another class or series of shares ranking on a parity with
or junior to the Series A Preferred Stock.
(iv) Alter or abolish any right of holders of shares of
the Series A Preferred Stock under this Section E to
convert such shares into shares of Common Stock.
(v) Exclude, change or limit any voting rights of the
Series A Preferred Stock conferred by this Section E.
(h) Approval of the holders of the Series A Preferred
Stock, voting separately as a single class by a favorable
vote of at least two-thirds of the number of shares of
Series A Preferred Stock then outstanding, is required to
adopt any merger, consolidation, statutory share exchange or
sale of all, or substantially all, of the assets of the
Corporation or any of its banking subsidiaries unless either
(i) the holders of the Series A Preferred Stock will receive
in exchange for the Series A Preferred Stock a security with
terms substantially identical to the terms of the Series A
Preferred Stock, or (ii) provision is made for the complete
redemption in cash of the Series A Preferred Stock on the
date of consummation of such transaction and the Series A
Preferred Stock may be redeemed at such time under these
Articles of Incorporation.
(7)Liquidation Rights.
(a) Upon the dissolution, liquidation or winding up of the
Corporation, the holders of the shares of Series A Preferred
Stock shall be entitled to receive upon liquidation and to
be paid out of the assets of the Corporation available for
distribution to its shareholders, before any payment or
distribution may be made on the Common Stock or on any other
Junior Securities, the amount of $14.25 per share, plus a
sum equal to all accrued and unpaid dividends (whether or
not earned or declared) on such shares, and accrued interest
thereon, if any, to the date of final distribution.
(b) Neither the sale of all or substantially all the
property or business of the Corporation, nor the merger or
consolidation of the Corporation into or with any other
corporation or the merger or consolidation of any other
corporation into or with the Corporation, shall be deemed to
be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Subsection (7).
(c) Upon payment to the holders of the shares of Series A
Preferred Stock of the full preferential amounts provided
for in this Subsection (7), the holders of Series A
Preferred Stock shall have no right or claim to any of the
remaining assets of the Corporation.
(d) If the assets of the Corporation available for
distribution to the holders of shares of Series A Preferred
Stock upon any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, are
insufficient to pay in full all amounts to which such
holders are entitled under Paragraph (a) of this Subsection
(7), no such distribution may be made on account of any
shares of any other class or series of Preferred Stock
ranking on a parity with the shares of Series A Preferred
Stock upon such dissolution, liquidation or winding up
unless proportionate distributive amounts are paid on
account of the shares of Series A Preferred Stock, ratably,
in proportion to the full distributable amounts for which
holders of all such parity shares are respectively entitled
upon dissolution, liquidation or winding up.
(8) Ranking. For purposes of this Section E any stock of any
class or classes of the Corporation shall be deemed to rank:
(a) prior to the shares of Series A Preferred Stock,
either as to dividends or upon liquidation, if the holders
of such class or classes are entitled under these Articles
of Incorporation to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of
the Corporation, as the case may be, in preference or
priority to the holders of shares of Series A Preferred
Stock;
(b) on a parity with shares of Series A Preferred Stock,
either as to dividends or upon liquidation, whether or not
the dividend rates, dividend payment dates or redemption or
liquidation prices per share or sinking fund provisions, if
any, are different from those of Series A Preferred Stock,
if the holders of such class or classes are entitled under
these Articles of Incorporation to the receipt of dividends
or of amounts distributable upon dissolution, liquidation or
winding up of the Corporation, as the case may be, in
proportion to their respective liquidation preferences,
without preference or priority, one over the other, as
between the holders of such class or classes and the holders
of shares of Series A Preferred Stock; and
(c) junior to shares of Series A Preferred Stock, either
as to dividends or upon liquidation, if such class or
classes are Common Stock or if the holders of shares of
Series A Preferred Stock are entitled under these Articles
of Incorporation to the receipt of dividends or of amounts
distributable upon dissolution, liquidation or winding up of
the Corporation, as the case may be, in preference or
priority to the holders of shares of such class or classes.
(9) No Preemptive Rights. Holders of shares of Series A
Preferred Stock have no preemptive rights.
3. Except as amended by these Articles of Amendment, the
Articles of Incorporation of the Corporation shall remain in full
force and effect.
IN WITNESS WHEREOF, the undersigned President and Secretary
have executed these Articles of Amendment on July 19, 1995 at
Lafayette, Louisiana.
MidSouth Bancorp, Inc.
By: /s/ C. R. Cloutier
C. R. Cloutier, President
By: /s/ Karen L. Hail
Karen L. Hail, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF LAFAYETTE
BEFORE ME, the undersigned authority personally came
and appeared C. R. Cloutier and Karen L. Hail to me known to be
the persons who signed the foregoing instrument as President and
Secretary, respectively, of MidSouth Bancorp, Inc. and who,
having been duly sworn, acknowledged and declared, in the
presence of the witnesses whose names are subscribed below, that
they signed that instrument as their free act and deed for the
purposes mentioned therein.
IN WITNESS WHEREOF, the
appearers and witnesses and I have signed below on this 19th
day of July, 1995.
WITNESSES:
/s/ Sally Gary /s/ C. R. Cloutier
C. R. Cloutier, President
/s/ Cindy Leger
/s/ Sally Gary /s/ Karen L. Hail
Karen L. Hail, Secretary
/s/ Cindy Leger
/s/ Helen M. Grigsby
__________________________
NOTARY PUBLIC
Exhibit 5
September 20, 1995
MidSouth Bancorp, Inc.
102 Versailles Boulevard
Versailles Centre
Lafayette, LA 70501
Gentlemen:
We have acted as counsel for MidSouth Bancorp, Inc.
("MidSouth") in connection with MidSouth's Registration Statement
on Form S-8 (the "Registration Statement") with respect to the
proposed offering by MidSouth of 28,000 shares of MidSouth Common
Stock, $.10 par value (the "Shares"), pursuant to the terms of
the Employment Agreements of C. R. Cloutier and Karen L. Hail
with MidSouth (the "Agreements").
Based upon the foregoing, and upon our examination of such
legal and factual matters as we deem necessary in order to
furnish this opinion, it is our opinion that the Shares, when
issued according to the terms of the Agreements, will be duly
authorized, legally issued, fully paid and non-assessable,
assuming the Shares are not issued for less than par value.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Sincerely,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: Margaret F. Murphy
_____________________________
Margaret F. Murphy
Exhibit 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement
of MidSouth Bancorp, Inc. on Form S-8 of our report dated January 27, 1995
appearing in the Annual Report on Form 10-K of MidSouth Bancorp, Inc. for
the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New Orleans, Louisiana
September 20, 1995
