As filed with the Securities and Exchange Commission on _________________,
1999
Registration No. 33-
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)
_____________________
F. MICHAEL JOHNSON Copy to:
Secretary and Chief Financial Officer
100 Saint Joseph Street BROOKS P. MILLING
P. O. Box 3067 Hand Arendall, L.L.C.
Mobile, Alabama 36652 P. O. Box 123
(Name and address of agent Mobile, Alabama 36601
for service) (334) 432-5511
___________________
(334) 431-7800
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
<CAPTION>
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) 300,000 shares $13.875 $4,162,500 $1,157.18
(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 April 16, 1998.
(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.
</TABLE>
PART I.Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given
to employees of South Alabama Bancorporation, Inc. ("South Alabama") selected
to participate in the Plan as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended.
PART II. Information required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by South Alabama with the Securities and
Exchange Commission are incorporated herein by reference:
(a)South Alabama's Annual Report on Form 10-K for the year ended December
31, 1998.
(b)All other reports filed by South Alabama pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since December 31, 1998.
(c)The description of South Alabama's Common Stock contained in the
Registration Statement filed pursuant to Section 12(G) of the Securities
Exchange Act of 1934 (the "Exchange Act").
All documents subsequently filed by South Alabama pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment indicating that all securities offered
hereby have been sold or that deregisters all such securities then remaining
unsold shall be deemed to be incorporated by reference in the 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.
The validity of the shares of South Alabama's Common Stock offered hereby
has been passed upon by Hand Arendall, L.L.C. Stephen G. Crawford, a member
of Hand Arendall, L.L.C., is a director of South Alabama. As of April 2,
1999, members of Hand Arendall, L.L.C. and attorneys employed thereby,
together with their immediate families, beneficially owned approximately
197,248 shares of South Alabama's Common Stock.
Item 6. Indemnification of Directors and Officers.
Consistent with Division E of Article 8 of the Alabama Business
Corporation Act (the "ABCA"), Article 11of South Alabama's Articles of
Incorporation ("Article 11") provide that South Alabama shall indemnify its
directors and officers against reasonable expenses, judgments, fines and
amounts paid in settlement in connection with any claim, action, suit or
proceeding based on such person's status as a director or officer of the
corporation, provided such person acted in good faith and in a manner
reasonably believed to be in or, if not acting in such person's official
capacity, not opposed to the best interests of South Alabama. With respect to
a criminal action or proceeding, the director or officer must also have had no
reasonable cause to believe his conduct was unlawful. No indemnification
shall be made in the case of an action by or in the right of the corporation
against a director or officer where the director or officer has been adjudged
to be liable to South Alabama, unless and only to the extent that the court in
which such action or suit was brought or another court of competent
jurisdiction shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as such court
shall deem proper.
Under Article 11, South Alabama may advance expenses in defending a civil
or criminal claim, action, suit or proceeding to a director or officer seeking
indemnification, provided such director or officer provides a written
affirmation of a good faith belief that he has met the standard of conduct
required under Article 11, and provided that such director or officer provides
an undertaking as an unlimited general obligation by or on behalf of the
director or officer to repay such amount if and to the extent that it shall be
ultimately determined that he is not entitled to be indemnified by South
Alabama. Furthermore, those responsible for making the determination of
whether or not indemnification is proper must determine that the facts then
known to them would not preclude indemnification under Article 11.
Under Article 11, South Alabama may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
South Alabama, or is or was serving at the request of South Alabama as a
director, officer, partner, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by him in any such capacity or
arising out of his status as such, whether or not South Alabama had the power
to indemnify such person against such liability under the provisions of
Article 11.
Pursuant to a policy of liability insurance with St. Paul Mercury
Insurance Company having a $4,000,000 directors and officers liability limit
per year, the directors and officers of South Alabama are insured, subject to
the limits, retentions, exceptions and other terms and conditions of the
policy, against liability for any actual or alleged error, omission, act,
misstatement, misleading statement or breach of duty actually or allegedly
committed or attempted by a director or officer, or any matter claimed against
a director or officer solely by reason of such person being a director or
officer of South Alabama. The policy also has a $2,000,000 Trust Errors and
Omissions limit per year, wherein directors and officers are indemnified for
any actual or alleged error, omission, act or breach of duty while acting
solely in the capacity of (among other things) personal representative of an
estate, trustee, conservator, attorney in fact, escrow agent, registrar, tax
withholding agent, trustee under bond indenture, fiduciary under an employee
benefit plan or trust or a trustee exercising any fiduciary powers permitted
by law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
A. South Alabama 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 any information set forth 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) if, in the aggregate, the changes in volume and price represent no
more than a twenty percent (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 (i) and (ii) above do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed 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)That, for purposes of determining any liability under the
Securities Act of 1933, each filing of South Alabama'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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
South Alabama pursuant to the foregoing provisions, or otherwise, South
Alabama 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 South
Alabama of expenses incurred or paid by a director, officer or controlling
person of South Alabama 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, South Alabama will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
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 April
16, 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 4/16/99
W. Bibb Lamar, Jr. CEO (Principal
executive officer)
Name Title Date
/s/F. Michael Johnson Chief Financial Officer 4/15/99
F. Michael Johnson and Secretary
(Principal financial and
accounting officer)
/s/John B. Barnett, III Director, Executive 4/16/99
John B. Barnett, III Vice President
/s/Stephen G. Crawford Director 4/16/99
Stephen G. Crawford
/s/Haniel F. Croft Director 4/16/99
Haniel F. Croft
/s/David C. De Laney Director 4/16/99
David C. De Laney
/s/Lowell J. Friedman Director 4/16/99
Lowell J. Friedman
Director
Broox G. Garrett, Jr.
/s/W. Dwight Harrigan Director 4/16/99
W. Dwight Harrigan
Director
James P. Hayes, Jr.
/s/Clifton C. Inge Director 4/16/99
Clifton C. Inge
Name Title Date
/s/W. Bibb Lamar, Jr. Director 4/16/99
W. Bibb Lamar, Jr.
Director
Richard S. Manley
/s/Kenneth R. McCartha Director 4/16/99
Kenneth R. McCartha
/s/Thomas E. McMillan, Jr. Director 4/16/99
Thomas E. McMillan, Jr.
Director
J. Richard Miller, III
Director
Harris V. Morrissette
/s/J. Stephen Nelson Director and Chairman 4/16/99
J. Stephen Nelson
/s/Paul D. Owens, Jr. Director 4/16/99
Paul D. Owens, Jr.
/s/Earl H. Weaver Director 4/16/99
Earl H. Weaver
Director
A. G. Westbrook
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Articles of Incorporation of SAB Newco, Inc., dated
November 8, 1996, filed as Exhibit B to South Alabama's
Definitive Proxy Statement on Schedule 14A on November 15,
1996, are incorporated herein by reference.
4.2 Certificate of Ownership and Merger, dated December 20,
1996, filed as Exhibit (4).2 to South Alabama's Annual
Report on Form 10-K for the year 1996 (No. 0-15423), is
incorporated herein by reference.
4.3 Articles of Merger, dated December 20, 1996, filed as
Exhibit (3).1 to South Alabama's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 (No. 0-15423),
are incorporated herein by reference.
4.4 Articles of Amendment, dated May 7, 1998, filed as
Exhibit (3).1 to South Alabama's Quarterly Report on Form
10-Q/A for the quarter ended June 30, 1998 (No. 0-15423),
are incorporated herein by reference.
4.5 Bylaws of SAB Newco, Inc., filed as Exhibit (3).3 to
South Alabama's Annual Report on Form 10-K for the year
1996 (No. 0-15423), are incorporated herein by reference.
4.6 Specimen of Common Stock Certificate of South Alabama
Bancorporation, Inc., filed as Exhibit (4).4 to South
Alabama's Annual Report on Form 10-K for the year 1996 (No.
0-15423), is incorporated herein by reference.
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
April 19, 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
300,000 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/R. Preston Bolt,Jr.
A Member
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 29,1999
incorporated by reference in South Alabama Bancorporation's Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in or
made a part of this Registration Statement.
/s/Arthur Andersen LLP
Birmingham, Alabama
April 19, 1999
