As filed with the Securities and Exchange Commission on March 13, 2000
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
------------------------------
TEJAS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1950688
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
905 South Fillmore, Suite 701
Amarillo, Texas 79101
(806) 373-7900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
TEJAS BANCSHARES, INC.
1998 INCENTIVE STOCK PLAN
(Full title of the Plan)
Donald E. Powell, President
905 South Fillmore, Suite 701
Amarillo, Texas 79101
(806) 373-7900
(Name, address, and telephone number, including area code, of agent for service)
With copies to
Jeffrey W. Hellberg, Esq.
Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
1700 Bank One Center
Amarillo, Texas 79101
(806) 372-5569
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Proposed
maximum Proposed Amount
offering maximum of
Title of securities Amount to be price per aggregate registration
to be registered registered share(1) offering price(1) fee(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 Par Value 1,333,333 $3.41 $4,546,666 $1,200.32
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) This amount is based on the book value per share of the Registrant's Common
Stock of $3.41 as of January 31, 2000. There is no established public
trading market for the Registrant's Common Stock and there exists no
accurate method to determine its current market price.
<PAGE>
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS.....................1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...................1
Item 3. Incorporation of Documents by Reference...................1
Item 4. Description of Securities.................................1
Item 5. Interests of Named Experts and Counsel....................1
Item 6. Indemnification of Officers and Directors.................1
Item 7. Exemption from Registration Claimed.......................3
Item 8. Exhibits..................................................3
Item 9. Undertakings..............................................3
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of Form
S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). The documents containing the information specified in Part I
will be delivered to the participants in the plan covered by this Registration
Statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company are incorporated herein by reference as of
their respective filing dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
(b) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and before
the termination of the offering of the securities offered hereby shall be
deemed incorporated by reference in this Registration Statement and a part
hereof from the date of filing those documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
Article 2.02-1 of the Texas Business Corporation Act authorizes
corporations to indemnify any party or threatened party to any threatened,
pending or completed action, suit or proceeding who is or was a director,
officer, employee or agent of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee or agent of another corporation or other
enterprise if such individual acted in good faith and reasonably believed that
his or her conduct was in the corporation's best interests. In the case of any
criminal
1
<PAGE>
proceeding, the individual must have no reasonable cause to believe that his or
her conduct was unlawful in order for the corporation to indemnify him or her.
Texas law provides that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged liable
where the defendant's conduct was judged to be willful or intentional misconduct
in the performance of his or her duty to the corporation, and will be limited to
reasonable expense actually incurred in connection with the proceeding where the
defendant is found liable to the corporation or liable for receipt of improper
personal benefits. Whether such director, officer, employee or agent acted
properly is determined by a majority of a quorum of non-party directors,
independent legal counsel opinion or by non-party shareholders. A corporation
may pay expenses incurred by a director or officer before final disposition of
an action or proceeding, but the director or officer must repay such expenses if
it is determined that he or she was not entitled to indemnification. If such a
person seeking indemnification is wholly successful on the merits or otherwise,
in connection with such a proceeding, such indemnification is mandatory. The
board of directors may determine appropriate terms and conduct to pay an
employee or agent. The corporation may purchase insurance on a director,
officer, employee or agent for liability asserted against him or her whether or
not the corporation could indemnify that party.
The Company's Restated Articles of Incorporation contain provisions which
provide, among other things, that the Company shall indemnify certain persons,
including officers and directors, against judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any action, suit or proceeding if such person(s) act in good faith and in a
manner reasonably believed to be in or not opposed to the best interest of the
Company, and, with respect to any criminal action or proceeding, have no
reasonable cause to believe his conduct was unlawful. As to any action brought
by or in the right of the Company such indemnification is limited to expenses or
advance payment thereof actually and reasonably incurred in connection with the
defense or settlement of the case, which shall not be made, absent court
approval, if determined that such person is liable for negligence or misconduct
in the performance of his duty to the Company.
The Company is authorized to purchase and maintain insurance or make other
arrangements to protect itself or others, including, its officers and directors
from liability.
The indemnification provisions in the Company's Restated Articles of
Incorporation are individually limited to the extent that they are consistent
with applicable laws and regulations.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted of directors and officers of the Company pursuant to
the foregoing provisions or otherwise, the Company has been advised that,
although the validity and scope of the governing statue has not been tested in
court, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In addition, indemnification may be limited by state
securities laws.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description of Exhibits
3.1 Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)
3.2 Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)
5.0 Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.,
relating to the legality of the Common Stock. (3)
10.1 Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)
23.1 Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
(included in Exhibit 5)
23.2 Consent of Clifton Gunderson P.L.L.C. (3)
- ----------
(1) Incorporated by reference from the Company's Registration Statement on Form
10 dated April 10, 1998.
(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998.
(3) Filed Herewith.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth
3
<PAGE>
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) (ss. 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3
(ss. 239.33 of this chapter), and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by ss. 210.3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided that the registrant includes in the
prospectus, by means of a post- effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3 (ss. 239.33
of this chapter), a post-effective amendment need not be filed to include
financial statements and information required by Section 10(a)(3) of the
Act or ss. 210.3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Form F-3.
(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
4
<PAGE>
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 and 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 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.
SIGNATURES
Pursuant to the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Amarillo, Texas, on March 7,
2000.
TEJAS BANCSHARES, INC.
By: /s/ Donald E. Powell
---------------------
Donald E. Powell,
Chairman of the Board, President, and
Chief Executive Officer
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signature Title Date
/s/ Donald E. Powell Principal Executive Officer March 7, 2000
- -------------------------- and Director
Donald E. Powell
/s/ Jack Hall Principal Financial Officer March 7, 2000
- -------------------------- and Principal Accounting
Jack Hall Officer
Director March 7, 2000
- --------------------------
William H. Attebury
/s/ Danny H. Conklin Director March 7, 2000
- --------------------------
Danny H. Conklin
/s/ Wales H. Madden, Jr. Director March 7, 2000
- --------------------------
Wales H. Madden, Jr.
Director March 7, 2000
- --------------------------
Jay O'Brien
6
<PAGE>
INDEX TO EXHIBITS
Number Description of Exhibits
3.1 Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)
3.2 Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)
5.0 Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.,
relating to the legality of the Common Stock. (3)
10.1 Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)
23.1 Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
(included in Exhibit 5)
23.2 Consent of Clifton Gunderson P.L.L.C. (3)
- ----------
(1) Incorporated by reference from the Company's Registration Statement on Form
10 dated April 10, 1998.
(2) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998.
(3) Filed Herewith.
7
Exhibit 5
March 7, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We refer to the proposed issuance and sale of shares of Common Stock, $1.00
par value (the "Shares"), of Tejas Bancshares, Inc. (the "Company"), for which
the Company is filing a registration statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, in connection with the Company's 1998 Incentive Stock Plan
(the "Plan").
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
and other instruments as we have deemed necessary or advisable to render this
opinion.
On the basis of the foregoing, we advise you that, in our opinion the
Shares have been duly authorized, and when certificates therefor have been duly
executed and delivered pursuant to the Plan, the shares will be legally issued,
fully paid, and nonassessable by the Company.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ HINKLE, COX, EATON, COFFIELD & HENSLEY, L.L.P.
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated January 25, 2000, which appears on page F-3 of the
annual report on Form 10-K of Tejas Bancshares, Inc., for the year ended
December 31, 1999.
/s/ Clifton Gunderson P.L.L.C.
Amarillo, Texas
March 7, 2000
