As filed with the Securities and Exchange Commission on September ____, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
SOUTH ALABAMA BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
Alabama 63-0909434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
100 Saint Joseph Street
P. O. Box 3067
Mobile, Alabama 36652
(Address of Principal Executive Offices) (Zip Code)
____________________
SOUTH ALABAMA BANCORPORATION
1993 INCENTIVE COMPENSATION PLAN
(Full title of the plan)
_____________________
Copy to:
F. MICHAEL JOHNSON BROOKS P. MILLING
Secretary and Chief Financial Officer Hand Arendall, L.L.C.
100 Saint Joseph Street P. O. Box 123
P. O. Box 3067 Mobile, Alabama 36601
Mobile, Alabama 36652 (334) 432-5511
(Name and address of agent for service)
____________________
(334) 431-7800
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed maximum Proposed maximum
Title of Amount to be offering price aggregate Amount of
securities to be registered Registered(1) per share(2) offering price(3) registration fee
<S> <C> <C> <C> <C>
Common Stock (par value $0.01) 150,000 shares $12.9375 $1,940,625 $539.49
</TABLE>
(1) Representing shares of the Registrant's Common Stock, $.01 par value (the
"Common Stock") to be issued and sold by the Registrant in connection with
the exercise of options granted under the Registrant's 1993 Incentive
Compensation Plan (the "Plan"). This Registration Statement also covers such
indeterminable number of additional shares as may become issuable to prevent
dilution in the event of stock splits, stock dividends or similar transactions
pursuant to the terms of the Plan.
(2) Based on the average of the high and low prices of the Registrant's
Common Stock as reported on the NASDAQ Stock Market on September 21, 1999.
(3) Estimated solely for the purpose of calculating the Registration Fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended.
Incorporation by Reference of Contents of Registration Statement on Form S-8
(Reg. No. 333-76575).
The contents of the Registration Statement on Form S-8 filed by the
Registrant on April 19, 1999 (Registration No. 333-76575) relating to the
Plan are hereby incorporated by reference pursuant to General Instruction E
to Form S-8.
SIGNATURES
South Alabama. Pursuant to the requirements of the Securities Act of
1933, South Alabama 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 Mobile, State of Alabama, on
September 21, 1999.
SOUTH ALABAMA BANCORPORATION, INC.
By: /s/ W. Bibb Lamar, Jr.
W. Bibb Lamar, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of South Alabama
Bancorporation, Inc. hereby severally constitute W. Bibb Lamar, Jr. and F.
Michael Johnson and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names
in the capacities indicated below the Registration Statement filed herewith
and any and all amendments to said Registration Statement, and generally to
do all such things in our name and behalf in our capacities as officers and
directors to enable South Alabama Bancorporation, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto. 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.
Name Title Date
/s/ W. Bibb Lamar, Jr. President and 9/21/99
W. Bibb Lamar, Jr. CEO (Principal
executive officer)
/s/ F. Michael Johnson Chief Financial Officer 9/21/99
F. Michael Johnson and Secretary
(Principal financial and
accounting officer)
/s/ John B. Barnett, III Director, Executive 9/21/99
John B. Barnett, III Vice President
/s/ Stephen G. Crawford Director 9/21/99
Stephen G. Crawford
/s/ Haniel F. Croft Director 9/21/99
Haniel F. Croft
/s/ David C. De Laney Director 9/21/99
David C. De Laney
/s/ Lowell J. Friedman Director 9/21/99
Lowell J. Friedman
Name Title Date
Director
Broox G. Garrett, Jr.
Director
W. Dwight Harrigan
Director
James P. Hayes, Jr.
/s/ Clifton C. Inge Director 9/21/99
Clifton C. Inge
/s/ W. Bibb Lamar, Jr. Director 9/21/99
W. Bibb Lamar, Jr.
/s/ Richard S. Manley Director 9/21/99
Richard S. Manley
Director
Kenneth R. McCartha
Director
Thomas E. McMillan, Jr.
/s/ J. Richard Miller, III Director 9/21/99
J. Richard Miller, III
/s/ Harris V. Morrissette Director 9/21/99
Harris V. Morrissette
/s/ J. Stephen Nelson Director and Chairman 9/21/99
J. Stephen Nelson
Director
Paul D. Owens, Jr.
Director
Earl H. Weaver
/s/ A. G. Westbrook Director 9/21/99
A. G. Westbrook
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Hand Arendall, L.L.C.
23.1 Consent of Hand Arendall, L.L.C. is contained in its
opinion filed as Exhibit 5.
23.2 Consent of Arthur Andersen LLP.
Exhibit 5
September 23, 1999
South Alabama Bancorporation, Inc.
100 St. Joseph Street
Mobile, Alabama 36602
Re: Registration Statement on Form S-8
1993 Incentive Compensation Plan
Ladies and Gentlemen:
We have served as counsel for South Alabama Bancorporation, Inc., an
Alabama corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended, pursuant to a Registration
Statement on Form S-8 (the "Registration Statement") of an aggregate of
150,000 shares (the "Shares") of common stock, $.01 par value of the Company,
to be offered and sold by the Company pursuant to the Company's 1993
Incentive Compensation Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and
advisable.
In all such examinations, we have assumed the genuineness of all
signatures on all originals and copies of documents we have examined, the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all certified, conformed or photostatic copies. As
to questions of fact material and relevant to our opinion, we have relied
upon certificates or representations of Company officials and of appropriate
state, local and federal officials.
This opinion is limited to the corporate law of the State of Alabama.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor pursuant to the Plan, such Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
HAND ARENDALL, L.L.C.
By: /s/T. Bruce McGowin
A Member
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in the registration statement filed on Form S-8 of our report
dated January 29, 1999 included in South Alabama Bancorporation's Form 10-K
for the year ended December 31, 1998 and to all references to our Firm
included in the registration statement.
/s/Arthur Andersen LLP
Birmingham, Alabama
September 21, 1999