<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STERLING BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-2175590
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
15000 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 466-8300
(ADDRESS, INCLUDING ZIP CODE, OF PRINCIPAL EXECUTIVE OFFICES)
STERLING BANCSHARES, INC. 1994 STOCK INCENTIVE PLAN
(AS AMENDED AND RESTATED)
(FULL TITLE OF THE PLANS)
GEORGE MARTINEZ COPY TO:
CHAIRMAN OF THE BOARD AND G. MICHAEL O'LEARY
CHIEF FINANCIAL OFFICER DAN A. FLECKMAN
STERLING BANCSHARES, INC. ANDREWS & KURTH L.L.P.
15000 NORTHWEST FREEWAY 600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77040 HOUSTON, TEXAS 77002
(713) 466-8300 (713) 220-4200
(NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE OFFERING PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1)(2) PER SHARE (3) PRICE ((3) FEE
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 228,125 Shares $15.8125 3,607,227 1,065
======================================================================================================================
(1) 1,771,875 shares of Common Stock, par value $1.00 per share, were registered on Form S-8 (File No. 33-84398)
on September 27, 1994 (as amended by Post-Effective Amendment No. 1 to Form S-8, filed concurrently herewith),
on which date a fee of $2,081.89 was paid, and 228,125 shares of Common Stock are being registered hereby.
Pursuant to Rule 429 under the Act, the Prospectus included herein shall relate to the shares of the registrant's
Common Stock previously registered.
(2) The number of shares of Common Stock registered herein is subject to adjustment to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under
the Act, based upon the average of the high and low prices of the registrant's Common Stock on the Nasdaq National
Market on June 17, 1998.
=======================================================================================================================
</TABLE>
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated herein by reference pursuant to Part II
of this Registration Statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is being filed by Sterling Bancshares,
Inc. (the "Company"), solely to register additional securities. In accordance
with General Instruction E of Form S-8, the Company hereby incorporates by
reference the contents of the Company's registration statement on Form S-8 (No.
33-84398) originally filed with the Securities and Exchange Commission (the
"Commission") on September 27, 1994.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
4.1 Restated and Amended Articles of Incorporation of the Company (filed as
Exhibit 4.1 to the Company's Post-Effective Amendment No. 1 to
Registration Statement on Form S-8 (No. 33-84398) filed with the
Commission concurrently herewith and incorporated herein by reference).
4.2 Restated Bylaws of the Company (filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (No. 333-16719) filed with the
Commission on November 25, 1996 and incorporated herein by reference).
4.3 Sterling Bancshares, Inc. 1994 Stock Incentive Plan, as amended and
restated (filed as Exhibit 4.3 to the Company's Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 (No. 33-84398) filed with
the Commission concurrently herewith and incorporated herein by
reference).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being
registered.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
____________________________
*filed herewith
ITEM 9. UNDERTAKINGS
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:
2
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(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 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 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, 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.
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.
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 (described in Item 6 of this
registration statement), 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 Securities Act of 1933 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 whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all 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 Houston, State of Texas, on the 17th day of June,
1998.
STERLING BANCSHARES, INC.
/s/ GEORGE MARTINEZ
---------------------------------------------
George Martinez
Chairman of the Board and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints George Martinez, and Michael A. Roy, and
each of them, his true and lawful attorneys-in-fact and agents 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 any subsequent registration statement filed
by the Registrant pursuant to Rule 462(b) of the Securities Act of 1933, which
relates to this Registration Statement, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or his or their substitutes, may
lawfully do or cause to be done by virtue hereof.
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 dates indicated.
SIGNATURE TITLE DATE
--------- ------ ----
/s/ GEORGE MARTINEZ Chairman of the Board and June 17, 1998
- --------------------------- Chief Financial Officer and
George Martinez Director (Principal Executive,
Financial and Accounting
Officer)
/s/ J. DOWNEY BRIDGWATER President and Director June 17, 1998
- ---------------------------
J. Downey Bridgwater
/s/ JOHN H. BUCK Director June 17, 1998
- ---------------------------
John H. Buck
/s/ JOHN B. CARTER, JR. Director June 17, 1998
- ---------------------------
John B. Carter, Jr.
4
<PAGE>
/s/ JAMES M. CLEPPER Director June 17, 1998
- ---------------------------
James M. Clepper
/s/ WALTER P. GIBBS, JR. Director June 17, 1998
- ---------------------------
Walter P. Gibbs, Jr.
/s/ BRUCE J. HARPER Director June 17, 1998
- ---------------------------
Bruce J. Harper
/s/ GLENN H. JOHNSON Director June 17, 1998
- ---------------------------
Glenn H. Johnson
/s/ JAMES J. KEARNEY Director June 17, 1998
- ---------------------------
James J. Kearney
/s/ RUSSELL ORR Director June 17, 1998
- ---------------------------
Russell Orr
/s/ CHRISTIAN A. RASCH Director June 17, 1998
- ---------------------------
Christian A. Rasch
/s/ STEVEN F. RETZLOFF Director June 17, 1998
- ---------------------------
Steven F. Retzloff
/s/ RAIMUNDO RIOJAS Director June 17, 1998
- ---------------------------
Raimundo Riojas
/s/ CUBA WADLINGTON, JR. Director June 17, 1998
- ---------------------------
Cuba Wadlington, Jr.
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
4.1 Restated and Amended Articles of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement on Form S-3
(No. 333-27185) filed with the Commission and incorporated herein by
reference).
4.2 Restated Bylaws of the Company (filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (No. 333-16719) filed with the
Commission on November 25, 1996 and incorporated herein by reference).
4.3 Sterling Bancshares, Inc. 1994 Stock Incentive Plan,(as amended and
restated (filed as Exhibit 4.1 to the Company's Post-Effective Amendment
No. 1 to Registration Statement on Form S-8 (No. 33-84398) filed with
the Commission concurrently herewith and incorporated herein by
reference).
5.1* Opinion of Andrews & Kurth L.L.P. as to the legality of the shares being
registered.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Andrews & Kurth L.L.P. (included in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1* Power of Attorney (set forth on the signature page contained in Part II
of this Registration Statement).
____________________________
*filed herewith
6
<PAGE>
EXHIBIT 5.1
[Letterhead of Andrews & Kurth L.L.P.]
[Houston, Texas 77002]
June 17, 1998
Board of Directors
Sterling Bancshares, Inc.
15000 Northwest Freeway
Houston, Texas 77040
Gentlemen:
We have acted as counsel to Sterling Bancshares Inc. (the "Company") in
connection with the Company's Registration Statement on Form S-8 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of the issuance of 228,125 shares (the "Shares") of the
Company's common stock, par value $1.00 per share, pursuant to the Sterling
Bancshares, Inc. 1994 Stock Incentive Plan, as amended and restated (the
"Plan").
In connection therewith, we have examined the Registration Statement,
copies of such statutes, regulations, corporate records and documents,
certificates of public and corporate officials and other agreements, contracts,
documents and instruments as we have deemed necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies. We have also relied, to the extent we deem such reliance proper,
upon information supplied by officers and employees of the Company with respect
to various factual matters material to our opinion.
Based upon the foregoing and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares have
been duly authorized, and that such Shares will, when issued in accordance with
the terms of the Plan, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
1198/1249/2691
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sterling Bancshares, Inc. on Form S-8 of our report dated March 9, 1998,
appearing in the Annual Report on Form 10-K of Sterling Bancshares, Inc. for
the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
June 17, 1998
