As filed with the Securities and Exchange Commission on _____________, 1997.
Registration No. 333-________
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 jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No)
102 Versailles Boulevard
Lafayette, Louisiana 70501
(318) 237-8343
(Address, including zip code, and telephone number including
area code, of registrant's principal executive offices)
MidSouth Bancorp, Inc. 1997 Stock Incentive Plan
(Full title of the Plan)
C. R. Cloutier COPY TO
MidSouth Bancorp, Inc. Anthony J. Correro, III
P. O. Box 3745 Correro Fishman Haygood Phelps
Lafayette, Louisiana 70502 Weiss Walmsley & Casteix, L.L.P.
(318) 237-8343 201 St. Charles Avenue, 47th Floor
(Name, address, including zip code, New Orleans, Louisiana 70170-4700
and telephone number, including (504) 586-5253
area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Unit Price
<S> <C> <C> <C> <C>
Common Stock 150,000 Shares<FN1> $13.00 <FN2> $1,950,000 <FN2> $590.91
</TABLE>
<FN1> Upon a stock split, stock dividend or similar transaction during
the effectiveness of this Registration Statement, 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) on the basis of the closing
sales price of the Common Stock on the Amex on May 21, 1997.
<PAGE>
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-KSB for the
fiscal year ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997.
(c) 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 shall
be deemed to be incorporated by reference in this Registration
Statement and to be 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 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 proceeding to which he is, was, or is
threatened to be made, a party if it arises out of the fact that
he is or was a director, officer, employee or agent of the
corporation, but no corporation may indemnify any person for
willful or intentional misconduct. Section 10 of the Company's
by-laws provides for mandatory indemnification for current and
former directors and officers and 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, although no such contracts have
been entered into.
-2-
<PAGE>
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 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 (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the Commission on
September 20, 1995).
4.3 Amended and Restated By-laws of the Company
(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 MidSouth Bancorp, Inc. 1997 Stock Incentive Plan
(incorporated by reference to the Company's definitive
proxy statement filed April 11, 1997 to which the
MidSouth Bancorp, Inc. 1997 Stock Incentive Plan is
attached).
5. Opinion of Correro Fishman Haygood Phelps Weiss
Walmsley and Casteix, 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).
-3-
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(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 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 provisions described in Item 6 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 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.
-4-
<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 May 22, 1997.
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 and 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.
/s/ C. R. Cloutier President, Chief May 14, 1997
C.R. Cloutier Executive Officer
and Director
/s/ J. B. Hargroder Director May 14, 1997
J. B. Hargroder
/s/ Milton B. Kidd, III Director May 14, 1997
Milton B. Kidd, III
S-1
<PAGE>
/s/ William M. Simmons Director May 14, 1997
William M. Simmons
/s/ James R. Davis Director May 14, 1997
James R. Davis
/s/ Clayton P. Hilliard Director May 14, 1997
Clayton P. Hilliard
/s/ Will G. Charbonnet, Sr. Director May 14, 1997
Will G. Charbonnet, Sr.
/s/ Karen L. Hail Chief Financial May 14, 1997
Karen L. Hail Officer and Director
/s/ Teri S. Stelly Controller May 14, 1997
Teri S. Stelly
S-2
EXHIBIT 5
[LETTERHEAD OF CORRERO FISHMAN HAYGOOD
PHELPS WEISS WALMSLEY & CASTEIX, L.L.P.]
May 22, 1997
MidSouth Bancorp, Inc.
102 Versailles Boulevard
Lafayette, LA 70501
Ladies and Gentlemen:
We have acted as counsel for MidSouth Bancorp, Inc. (the
"Company") in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to the proposed
offering by MidSouth of 150,000 shares of MidSouth Common Stock,
$.10 par value (the "Shares"), pursuant to the terms of the
MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan").
As such counsel, we have examined and are familiar with the
Articles of Incorporation and By-laws of the Company (each as
amended to date), the minutes of the meetings of the stockholders
and directors of the Company, and the corporate stock records of
the Company. In addition, we have made such investigations of
law and have examined such certificates of public officials and
officers of the Company and such other documents and records as
we have considered necessary for purposes of this opinion.
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 submitted to us as certified
or photostatic copies. We also have relied upon the accuracy of
the aforementioned certificates of public officials and, as to
matters of fact, of officers of the Company. We have also 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 those of the United States of America, and the
Business Corporation Law of the State of Louisiana.
<PAGE>
MidSouth Bancorp, Inc.
May 22, 1997
Page 2
Based on the foregoing, it is our opinion that the Shares
have been duly authorized and, when awarded in accordance with
the terms of the Plan, will be validly issued, fully paid and
non-assessable shares of common stock of the Company.
We hereby consent to the use of this opinion as Exhibit 5 to
the Registration Statement. In giving such opinion, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
or regulations of the Securities and Exchange Commission
thereunder.
Yours sincerely,
/s/ Correro Fishman Haygood
Phelps Weiss Walmsley & Casteix, L.L.P.
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of
MidSouth Bancorp, Inc. on Form S-8 of our report dated February
7, 1997, appearing in the Annual Report on Form 10-KSB of
MidSouth Bancorp, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New Orleans, Louisiana
May 22, 1997
