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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
STERLING BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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TEXAS 6712 74-2175590
(state or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
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15000 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 466-8300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
GEORGE MARTINEZ
CHAIRMAN OF THE BOARD AND CHIEF FINANCIAL OFFICER
STERLING BANCSHARES, INC.
15000 NORTHWEST FREEWAY, HOUSTON, TEXAS 77040, (713) 466-8300
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copy to:
G. MICHAEL O'LEARY
DAN A. FLECKMAN
ANDREWS & KURTH L.L.P.
600 TRAVIS STREET, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time and as soon as practicable after the Registration Statement becomes
effective.
------------------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value per
share................................. 4,000,000(1) $22 $88,000,000 $25,960(2)
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(1) 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.
(2) Calculated in accordance with Rule 457(c), based on the average of the high
and low prices of the Common Stock on the Nasdaq National Market on February
9, 1998.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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EXPLANATORY NOTE
This registration statement contains two forms of prospectus: one to be
used by the registrant in connection with the issuance and sale from time to
time by the registrant of shares of its common stock, par value $1.00 per share
(the "Common Stock"), in connection with its acquisition of the securities and
assets of other businesses (the "Company Prospectus") and one to be used by
certain persons who have received shares of Common Stock of the registrant in
connection with acquisitions by the registrant of securities or assets held by
such persons, or their transferees, and who wish to offer and sell such shares
in transactions in which they and any broker-dealer through whom such shares are
sold may be deemed to be Underwriters within the meaning of the Securities Act
of 1933, as amended (the "Selling Stockholders Prospectus"). The Company
Prospectus and the Selling Stockholders Prospectus will be identical in all
respects except that they will contain different front and back cover pages and
the Selling Stockholders Prospectus will contain an additional section under the
caption "Manner of Offering." The Company Prospectus is included herein and is
followed by those pages to be used in the Selling Stockholders Prospectus that
differ from, or are in addition to, those in the Company Prospectus. Each of the
alternate or additional pages for the Selling Stockholders Prospectus included
herein has been labeled "Alternate Page for Selling Stockholders Prospectus." If
required pursuant to Rule 424(b) of the General Rules and Regulations under the
Securities Act of 1933, as amended, ten copies of each of the prospectuses in
the forms in which they are used after the registration statement becomes
effective will be filed with the Securities and Exchange Commission.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION
FEBRUARY 13, 1998
4,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
---------------------------
This Prospectus relates to the offer and sale from time to time by Sterling
Bancshares, Inc. (the "Company" or "Sterling") of up to 4,000,000 shares of
common stock, $1.00 par value (the "Common Stock"), in connection with
acquisitions, directly or indirectly by the Company, of other businesses,
properties, or securities.
The Company intends to concentrate on acquisitions that it believes would
complement its current banking franchise and increase or expand its competitive
position in existing or new markets. The consideration for any such acquisitions
may consist of Common Stock, cash, notes or other evidences of debt, convertible
or exchangeable securities, assumptions of liabilities or a combination thereof.
The Common Stock covered by this Prospectus may be issued in exchange for shares
of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities, in exchange or
conversion of other securities issued in any such acquisitions or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of Common Stock under acquisition agreements
will generally be determined by direct negotiations with the owners or
controlling persons of the business or properties to be acquired or, in the case
of entities that are more widely held, through exchange offers to stockholders
or documents soliciting the approval of statutory mergers, consolidations or
sales of assets. The Company anticipates that the Common Stock issued in any
such acquisition will be valued at a price reasonably related to the market
value of the Common Stock either at the time of agreement on the terms of an
acquisition or at the time of delivery of the Common Stock.
The Company does not expect that an underwriting discount or commission
will be paid by the Company in connection with issuances of Common Stock under
this Prospectus. However, finders' fees, brokers' commissions or financial
advisory fees may be paid from time to time in connection with specific
acquisitions, and such fees may be paid through the issuance of Common Stock
covered by this Prospectus. Any person receiving such a fee may be deemed to be
an underwriter within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
As of December 31, 1997, 13,760,320 shares of the Common Stock were
outstanding. The shares of Common Stock offered hereby have been approved for
trading on the Nasdaq National Market. On February 9, 1998, the closing price of
the Common Stock on the Nasdaq National Market was $22 per share as published in
The Wall Street Journal on February 10, 1998.
The Company is a Texas corporation and all references herein to the Company
refer to the Company and its subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza Building, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549 and its regional offices located at 7
World Trade Center, 13th Floor, New York, New York 10048 and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such materials can be obtained from the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet Web site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the Commission. The address of that site is http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-4 under the Securities Act with respect to the Common Stock offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and such Common Stock, reference is made
to such Registration Statement and exhibits. A copy of the Registration
Statement on file with the Commission may be obtained from the Commission's
principal office in Washington, D.C. upon payment of the fees prescribed by the
Commission or through the Commission's Internet Web site.
The Company's Common Stock is traded on the Nasdaq National Market. Proxy
statements and other information concerning the Company can also be inspected at
the offices of the Nasdaq National Market, 173 K Street, N.W., Washington, D.C.
20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the Exchange
Act are incorporated herein by reference.
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 filed on March 26, 1997;
2. The Company's Current Report on Form 8-K filed on April 3, 1997 and
the amendments thereto on Form 8-K/A filed on April 7, 1997 and on July 28,
1997;
3. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 filed on May 9, 1997 and the amendment thereto
on Form 10-Q/A filed on May 24, 1997;
4. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 filed on August 15, 1997;
5. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997 filed on November 15, 1997 and the
amendment thereto on Form 10-Q/A filed on December 4, 1997; and
6. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed on October 21, 1992.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares of Common
Stock shall be deemed to be incorporated herein by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
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incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of the documents, including exhibits to such documents (unless such exhibits are
specifically incorporated by reference into such documents). Requests should be
made to: Sterling Bancshares, Inc., 15000 Northwest Freeway, Houston, Texas
77040, Attention: Corporate Secretary; telephone (713) 466-8300.
3
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THE COMPANY
Sterling is a bank holding company that provides commercial and retail
banking services through the community banking offices of Sterling Bank, a
banking association chartered under the laws of the State of Texas and
headquartered in Houston, Texas (the "Bank"). The Bank has 16 community banking
offices, all of which are located in the greater Houston metropolitan area. The
Company was incorporated under the laws of the State of Texas in 1980 and became
the parent bank holding company of the Bank in 1981. The Bank was chartered in
Texas in 1974. The Company completed its initial public offering on October 22,
1992.
The Bank provides a wide range of retail and commercial banking services,
including demand, savings and time deposits; commercial, real estate and
consumer loans; merchant credit card services; letters of credit; cash
management services; and drive-in banking services. In addition, the Bank
facilitates sales of brokerage, mutual funds, and insurance products through
third-party vendors. The primary lending focus of the Bank is on commercial
loans and owner-occupied real estate loans to local businesses with annual sales
ranging from $300,000 to $30 million. Typically, borrowers' financing
requirements are between $100,000 and $500,000. The Bank does not seek loans
larger than $2 million per relationship, but will consider larger lending
relationships in cases involving exceptional levels of credit quality. The Bank
believes that its self-imposed lending limits allow for greater diversity in the
loan portfolio, less competition from large banks and better pricing
opportunities.
The Bank employs a business strategy that is generally known in the
industry as supercommunity banking. Under this strategy, the Bank provides a
broad line of financial products and services to small and medium-sized
businesses and consumers through full service community banking offices. Each
banking office has senior management, with significant lending experience, who
exercise substantial autonomy over credit and pricing decisions, subject to loan
committee approval for larger credits. This decentralized management approach,
coupled with continuity of service by the same staff members, enables the Bank
to develop long-term customer relationships, maintain high quality service and
respond quickly to customer needs. As a result of the development of broad
banking relationships with their customers and the convenience and service of
the Bank's 16 full-service banking offices, lending and investing activities are
funded almost entirely by core deposits, approximately three-fourths of which
are demand and savings deposits.
The Bank's growth strategy has been concentrated on increasing its
community banking presence in its existing Houston markets, and expanding into
new markets within the greater Houston area in response to the expressed needs
of those markets. The Bank has grown through a combination of internally
generated growth, mergers and acquisitions of additional banking operations, and
the opening of new banking offices.
During 1996, the Bank opened two new community banking offices: one in the
Upper Kirby district of central Houston, and the other in the Galleria area of
Houston. In January 1997, the Bank opened a banking office in the Cypress
Station area, north of Houston. On September 30, 1997, the Company acquired
First Houston Bancshares, Inc. and its wholly owned subsidiary Houston National
Bank, which was subsequently merged into the Bank. This community banking office
is located in the Memorial Drive area just west of downtown Houston. In January
1998, the Company opened its sixteenth banking office on Spencer Highway in
Pasadena, southeast of Houston. The Company intends to pursue selected
acquisitions of existing banking operations where available and consistent with
its supercommunity banking philosophy. To accommodate anticipated growth, the
Company continues to upgrade its data processing and telecommunication systems
in order to provide the Company with the technological capacity necessary to
meet the needs and expectations of its customers and accommodate growth in the
Company's assets and number of offices.
The principal executive office of the Company is located at 15000 Northwest
Freeway, Houston, Texas 77040, and its telephone number is (713) 466-8300.
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RISK FACTORS
An investment in the Company involves a significant degree of risk.
Prospective investors should consider carefully the following factors in
addition to other information included in this Prospectus before making an
investment in the Common Stock. This Prospectus contains "forward-looking
statements" concerning the Company's operations within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, economic
performance and financial condition, including, in particular, the likelihood of
the Company's success in developing and expanding its business. These statements
are based upon a number of assumptions and estimates that are inherently subject
to significant uncertainties and contingencies, many of which are beyond the
control of the Company, and reflect future business decisions that are subject
to change. Some of these assumptions inevitably will not materialize, and
unanticipated events will occur that will affect the Company's results.
DEPENDENCE UPON LOCAL ECONOMIC CONDITIONS
Sterling's profitability is dependent on the profitability of the Bank. The
Bank derives substantially all of its loans, deposits and other business from
the greater Houston metropolitan area. The banking industry in Texas and Houston
is affected by general economic conditions such as inflation, recession,
unemployment and other factors beyond Sterling's control. During the mid-1980's,
severely depressed oil and gas and real estate prices materially and adversely
affected the Texas and Houston economies, causing a severe recession and
significant unemployment in the region. More recently, the Houston and Texas
economies have improved considerably which has been partially attributable to
expansion into non-energy related industries. As Houston has diversified, its
economy has become more susceptible to adverse developments affecting the
national economy. There can be no assurance, however, that Sterling will be able
to withstand adverse changes in the Houston economy should they occur, or that
adverse developments in general economic conditions in the national or local
economy will not adversely affect Sterling's financial condition or results of
operations. Accordingly, Sterling will remain subject to risks associated with
prolonged declines in either the local or national economies.
RELIANCE ON OWNER-OPERATED BUSINESS MARKET
Sterling's business development and marketing strategy is primarily
targeted toward serving the banking and financial services needs of
owner-operated businesses. The owner-operated business market, which Sterling
defines as businesses with annual sales between $300,000 and $30 million,
represents a major sector of the Houston economy that has played an important
role in recent years in generating job growth and improving the overall health
of the Houston economy. While Sterling believes that this market niche will
continue to play a key role in the future success of the Houston economy, there
can be no assurances that economic conditions affecting this market will
continue to be favorable or that this market will not experience any adverse
developments, which, in time, could adversely affect Sterling's financial
condition or results of operations. In addition, no assurance can be given that
Sterling's financial condition or results of operations will not be adversely
affected if Sterling is unable to maintain or expand its share of the
owner-operated business market or is required, due to changing business and
economic conditions, to serve other market sectors.
INDEBTEDNESS OF STERLING
Like most banks, Sterling realizes income primarily from the spread between
interest earned on loans and investments and the interest paid on deposits and
borrowings. Sterling expects that, from time to time, it will experience "gaps"
in the interest rate sensitivities of its assets and liabilities, meaning that
either its interest-bearing liabilities will be more sensitive to changes in
market interest rates than its interest-earning assets, or vice versa. In either
event, if market interest rates should move contrary to Sterling's position, the
"gap" will work against Sterling, and its earnings may be negatively affected.
Management actively monitors the interest rate sensitivities of the assets and
liabilities of Sterling, and works to prevent any gaps from approaching
imprudent levels.
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RESTRICTIONS ON PAYING DIVIDENDS
Sterling's ability to pay dividends to its shareholders depends to a large
extent upon the dividends Sterling receives from the Bank. Dividends paid by the
Bank are subject to restrictions under various federal and state banking laws.
In addition, both Sterling and the Bank must maintain certain capital levels
which may restrict the ability of the Bank to pay dividends to Sterling and
Sterling to pay dividends to its shareholders. See "Market Price of Sterling
Common Stock and Dividend Policy of Sterling."
PREEMPTIVE RIGHTS DENIED AND DILUTION
Sterling's Articles of Incorporation (the "Sterling Charter") do not
provide shareholders with a preemptive right to subscribe for additional shares
of Common Stock upon any increase thereof. Thus, upon the issuance of any
additional shares of Common Stock or other voting securities of Sterling, or
securities convertible into Common Stock or other voting securities of Sterling,
persons who receive shares of Common Stock in transactions may be unable to
maintain their pro rata voting or ownership interest in Sterling.
ANTI-TAKEOVER PROVISIONS
The Sterling Charter, as well as Texas and certain federal laws and
regulations, will assist Sterling in maintaining its status as an independent
publicly-owned corporation. The Sterling Charter provides for noncumulative
voting for directors and authorizes the Board of Directors to issue shares of
preferred stock without shareholder approval. Shares of preferred stock may be
issued by Sterling in the future without shareholder approval and upon such
terms as the Board of Directors may determine. The rights of the holders of
Sterling Common Stock will be subject to, and may be adversely affected by, the
rights of the holders of any preferred stock of Sterling that may be issued in
the future. The issuance of preferred stock, while providing desirable
flexibility in connection with possible acquisition, financings and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from acquiring, a
controlling interest in Sterling.
The Sterling Charter provides that the number of directors will be fixed
by, or in the manner provided in, the Bylaws. The Bylaws provide that the number
of directors may be fixed from time to time by resolution of the Board of
Directors. Currently, the Board of Directors of Sterling consists of 15 members.
The Board of Directors of Sterling will be divided into three classes as nearly
equal in number as possible serving staggered three-year terms such that
approximately one-third of the Company's Board of Directors is elected each
year.
These provisions in Sterling's governing instruments may discourage
potential proxy contests and other takeover attempts, particularly those which
have not been negotiated with the Board of Directors of Sterling. Accordingly,
holders of Common Stock may be deprived of an opportunity to sell their shares
of Common Stock at a substantial premium over the market price of such shares.
In addition, federal law also requires the approval of the Federal Reserve Board
prior to the acquisition of "control" of a bank holding company.
GOVERNMENTAL REGULATION
Sterling and its subsidiaries will continue to be subject to extensive
federal and state governmental supervision and regulation, which are intended
primarily for the protection of depositors. In addition, Sterling and its
subsidiaries are subject to changes in federal and state law, as well as changes
in regulations, governmental polices and accounting principles. The effects of
any such potential changes cannot be predicted but could adversely affect the
business and operations of Sterling and its subsidiaries in the future.
FISCAL AND MONETARY POLICIES
The Company's business and earnings are affected significantly by the
fiscal and monetary policies of the federal government and its agencies. The
Company is particularly affected by the policies of the Federal Reserve Board,
which regulates the supply of money and credit in the United States. Among the
instruments of monetary policy available to the Federal Reserve Board are (i)
conducting open market operations in United States government securities, (ii)
changing the discount rates of borrowings of depository institutions,
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(iii) imposing or changing reserve requirements against depository institutions'
deposits, and (iv) imposing or changing reserve requirements against certain
borrowing by banks and their affiliates. These methods are used in varying
degrees and combinations to directly affect the availability of bank loans and
deposits, as well as the interest rates charged on loans and paid on deposits.
For that reason alone, the policies of the Federal Reserve Board have a material
effect on the earnings of the Bank and, thus, those of the Company.
COMPETITION
Sterling and its subsidiaries are subject to vigorous competition in all
aspects and areas of its business from banks and other financial institutions,
including savings and loan associations, savings banks, finance companies,
credit unions and other providers of financial services, such as money market
mutual funds, brokerage firms, consumer finance companies and insurance
companies. Sterling also competes with non-financial institutions, including
retail stores that maintain their own credit programs and governmental agencies
that make available low cost or guaranteed loans to certain borrowers. Sterling
competes in its market area with a number of much larger financial institutions
with substantially greater resources, lending limits, larger branch systems and
a wider array of commercial banking services.
Sterling has been able to compete effectively with other financial
institutions by emphasizing customer service, including local office
decision-making on loans, by establishing long term customer relationships and
building customer loyalty and by providing products and services designed to
address the specific needs of its customers. No assurances may be given,
however, that Sterling will continue to be able to compete effectively with
other financial institutions in the future.
The financial services industry is likely to become even more competitive
as further technological advances enable more companies to provide financial
services. These technological advances may diminish the importance of depository
institutions and other financial intermediaries in the transfer of funds between
parties.
7
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MARKET PRICE OF STERLING COMMON STOCK AND DIVIDEND POLICY OF STERLING
The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol "SBIB." Information as to the trading prices of, and cash
dividends paid on, shares of Common Stock will be contained in the Prospectus
Supplements or post-effective amendments filed in connection with the issuance
or resale of shares of Common Stock offered hereby.
The Company has paid a regular quarterly cash dividend since February 1993,
and intends to continue the policy of paying such dividends, subject to the
availability of cash from its current earnings and the declaration thereof by
the Company's board of directors. For a description of certain restrictions on
the Company's ability to pay dividends, see "Risk Factors -- Restrictions on
Paying Dividends."
SECURITIES COVERED BY THIS PROSPECTUS
The Common Stock covered by this Prospectus are available for use in future
acquisitions of businesses, properties or securities of entities or persons
engaged in banking and other related financial institution businesses. The
consideration offered by the Company in such acquisitions, in addition to the
Common Stock offered by this Prospectus, may include cash, debt or other Company
securities, or assumption by the Company of liabilities of the businesses being
acquired, or a combination thereof. It is contemplated that the terms of each
acquisition will be determined by negotiations between the Company and the
management or the owners of the assets to be acquired or the owners of the
securities (including newly issued securities) to be acquired, with the Company
taking into account the quality of management, the past and potential earning
power and growth of the assets or securities to be acquired, and other relevant
factors. It is anticipated that the Common Stock issued in acquisitions
hereunder will be valued at a price reasonably related to the market value of
the Common Stock either at the time the terms of the acquisition are tentatively
agreed upon or at or about the time or times of delivery of the shares.
VALIDITY OF SECURITIES
The validity of the issuance of the shares of Common Stock offered by this
Prospectus has been passed upon for the Company by Andrews & Kurth L.L.P.,
counsel to the Company.
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PLAN OF DISTRIBUTION
The Common Stock covered by this Prospectus may be issued in exchange for
shares of capital stock, partnership interests or other assets representing an
interest, direct or indirect, in other companies or other entities, in exchange
for assets used in or related to the business of such entities, in exchange or
conversion of other securities issued in any such acquisitions or otherwise
pursuant to the agreements providing for such acquisitions. The terms of such
acquisitions and of the issuance of Common Stock under acquisition agreements
will generally be determined by direct negotiations with the owners or
controlling persons of the business or properties to be acquired or, in the case
of entities that are more widely held, through exchange offers to stockholders
or documents soliciting the approval of statutory mergers, consolidations or
sales of assets. The Company anticipates that the Common Stock issued in any
such acquisition will be valued at a price reasonably related to the market
value of the Common Stock either at the time of agreement on the terms of an
acquisition or at the time of delivery of the Common Stock.
The Company does not expect that an underwriting discount or commission
will be paid by the Company in connection with issuances of Common Stock under
this Prospectus. However, finders' fees, brokers' commissions or financial
advisory fees may be paid from time to time in connection with specific
acquisitions, and such fees may be paid through the issuance of Common Stock
covered by this Prospectus. Any person receiving such a fee may be deemed to be
an underwriter within the meaning of the Securities Act.
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NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 4
Risk Factors........................... 5
Market Price of Sterling Common Stock
and Dividend Policy of Sterling...... 8
Securities Covered by this
Prospectus........................... 8
Validity of Securities................. 8
Plan of Distribution................... 9
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======================================================
4,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 1998
======================================================
<PAGE> 13
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
SUBJECT TO COMPLETION
FEBRUARY 13, 1998
4,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
---------------------------
This Prospectus, as appropriately amended or supplemented, may be used from
time to time principally by persons (the "Selling Stockholders") who have
received shares of common stock, par value $1.00 per share (the "Common Stock"),
of Sterling Bancshares, Inc. (the "Company") in connection with the acquisition
by the Company of securities or assets held by such persons, or their
transferees, and who wish to offer and sell such shares of Common Stock in
transactions in which they and any broker-dealer through whom such shares are
sold may be deemed to be Underwriters within the meaning of the Securities Act
of 1933, as amended (the "Securities Act"), as more fully described herein. The
Company will receive none of the proceeds from any such sale. Any commissions
paid or concessions allowed to any broker-dealer, and, if any broker-dealer
purchases such shares as principal, any profits received on the resale of such
shares, may be deemed to be underwriting discounts and commissions under the
Securities Act. Certain printing, certain legal and accounting, filing and other
similar expenses of this offering may be paid by the Company. The Selling
Stockholders will generally bear all other expenses of this offering, including
brokerage fees and any underwriting discounts or commissions.
The Registration Statement of which this Prospectus is a part also relates
to the offer and issuance by the Company from time to time of 4,000,000 shares
of Common Stock in connection with its acquisition of the securities and assets
of other businesses.
As of December 31, 1997, the Company had 13,760,320 shares of its Common
Stock outstanding. The shares of Common Stock offered hereby have been approved
for trading on the Nasdaq National Market. On February 9, 1998, the closing
price of the Common Stock on the Nasdaq National Market was $22 per share as
published in The Wall Street Journal on February 10, 1998.
The Company is a Texas corporation and all references herein to the Company
refer to the Company and its subsidiaries.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED CAREFULLY BY PROSPECTIVE INVESTORS IN THE COMMON STOCK
OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
<PAGE> 14
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
PLAN OF DISTRIBUTION
This Prospectus may also be used by the persons who receive from the
Company shares of Common Stock covered by the Registration Statement, of which
this Prospectus is a part, in acquisitions under circumstances, requiring the
use of a Prospectus (such persons being referred to herein as "Selling
Stockholders"); provided, however, that no Selling Stockholder will be
authorized to use this Prospectus for any offer of such shares of Common Stock
without first obtaining the written consent of the Company. The Company may
consent to the use of this Prospectus by Selling Stockholders for a limited
period of time and subject to conditions and limitations that may vary as to any
given Selling Stockholder.
Agreements with the Selling Stockholders permitting use of this Prospectus
may provide that any such offering be effected in an orderly manner through
securities dealers, acting as a broker or dealer, selected by the Company; that
Selling Stockholders enter into custody agreements with certain persons with
respect to such shares; and that sales be made only by one or more of the
methods described in this caption, as appropriately supplemented or amended as
required.
The Selling Stockholders may from time to time sell all or a portion of the
shares of Common Stock in transactions on the Nasdaq National Market, in the
over-the-counter market, in negotiated transactions, or a combination of such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The shares of
Common Stock may be sold directly or through broker-dealers. If shares of Common
Stock are sold through broker-dealers, the Selling Stockholders may pay
brokerage commissions and charges. The methods by which the shares of Common
Stock may be sold include, without limitation, (a) a block trade (which may
involve crosses) in which the broker or dealer so engaged will attempt to sell
the securities as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer as
principal and resale by such broker or dealer for its own account pursuant to
this Prospectus; (c) exchange distribution and/or secondary distributions in
accordance with the rules of the Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
privately negotiated transactions.
The Selling Stockholders and any broker-dealer participating in the
distribution of the shares of Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit and any commissions
paid or any discounts or concessions allowed to any such broker-dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.
No assurances can be given that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereunder.
The Selling Stockholders may resell the shares offered hereby only if such
securities are qualified for sale under applicable state securities or "blue
sky" laws or exemptions from such registration and qualification requirements
are available.
9
<PAGE> 15
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
================================================================================
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO
MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
The Company............................ 4
Risk Factors........................... 5
Market Price of Sterling Common Stock
and Dividend Policy of Sterling...... 8
Securities Covered by this
Prospectus........................... 8
Validity of Securities................. 8
Plan of Distribution................... 9
</TABLE>
================================================================================
================================================================================
4,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
------------------------
PROSPECTUS
------------------------
, 1998
================================================================================
<PAGE> 16
PART II
All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meanings assigned to them in the Prospectus which forms
a part of this Registration Statement.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses in connection with the offering
described in this Registration Statement. All of such amounts (except the SEC
registration fee) are estimated.
<TABLE>
<S> <C>
SEC Registration Fee..................................................... $25,960
Blue Sky Fees and Expenses............................................... 5,000
Printing and Engraving Costs............................................. 5,000
Legal Fees and Expenses.................................................. 20,000
Accounting Fees and Expenses............................................. 2,000
Transfer Agent and Registrar Fees and Expenses........................... 5,000
Miscellaneous............................................................ 7,040
-------
Total............................................................... $70,000
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of Sterling provide that its directors and
officers may be indemnified against any costs and expenses, including counsel
fees, actually and necessarily incurred (or reasonably expected to be incurred)
in connection with the defense of any civil, criminal, administrative or other
claim, action, suit or proceedings (whether by or in the right of Sterling or
otherwise) in which he may become involved or with which he may be threatened,
by reason of his being or having been such a director or officer, and against
any payments in settlement of any such claim, action, suit or proceeding or in
satisfaction of any related judgment, fine or penalty, provided that the Board
of Directors of Sterling shall, in the exercise of its business judgment,
determine that such indemnification is in the best interest of Sterling.
Sterling's Bylaws provide for indemnification of directors and officers to
the full extent permitted by law. In the case of a derivative or other action by
or in the right of Sterling where a director is found liable, indemnity is
predicated on the determination that indemnification is nevertheless
appropriate, by majority vote of a committee of disinterested directors or by
independent legal counsel.
Under the Texas Business Corporation Act (the "TBCA"), directors, officers,
employees or agents are entitled to indemnification against expenses (including
attorneys' fees) whenever they successfully defend legal proceedings brought
against them by reason of the fact that they hold such a position with the
corporation. In addition, with respect to actions not brought by or in the right
of the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees), judgments, fines, penalties and reasonable
settlement if it is determined that the person seeking indemnification acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders and, with respect
to criminal proceedings he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees) and reasonable settlements, if it is determined that
the person seeking indemnification acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders; provided, indemnification is not permitted if
the person is found liable to the corporation, unless the court in which the
action or suit was brought has determined that indemnification is fair and
reasonable in view of all the circumstances of the case.
Under an insurance policy maintained by Sterling, the directors and
officers of Sterling are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense
II-1
<PAGE> 17
of certain claims, actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such claims, action, suits or proceedings, which
may be brought against them by reason of being or having been such directors and
officers.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- ------------------------------------------------------------------
<C> <C> <S>
3.1 -- Restated and Amended Articles of Incorporation of Sterling
(incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4 (File No. 333-27185)).
3.2 -- Restated Bylaws of Sterling (incorporated herein by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-8
effective November 25, 1996 (File No. 333-16719)).
+5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities being registered.
10.1 -- 1994 Incentive Stock Option Plan of the Registration (incorporated
by reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
10.2 -- 1994 Employee Stock Purchase Plan of the Registrant (incorporated
by reference to Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1994).
10.3 -- 1984 Incentive Stock Option Plan of the Registrant (incorporated
by reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1(File No. 33-51476)).
10.4 -- Settlement and Release Agreement dated October 2, 1995, between
Sterling Bancshares, Inc., and C. Frank Kurtin (incorporated
herein by reference to Exhibit 10.5 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1996).
10.5 -- Consulting Contract dated October 2, 1995, between Sterling
Bancshares, Inc., and C. Frank Kurtin (incorporated herein by
reference to Exhibit 10.6 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996).
10.6 -- 1995 Non-Employee Director Stock Compensation Plan (incorporated
by reference to Exhibit 5.1 to the Company's Registration
Statement on Form S-8 (File No. 333-16719)).
+23.1 -- Consent of Deloitte & Touche LLP, Independent Auditors.
+23.2 -- Consent of Andrews & Kurth L.L.P. (included in their opinion filed
herewith as Exhibit 5.1).
+24 -- Powers of Attorney (included on the signature page).
</TABLE>
- ---------------
+ Filed herewith.
ITEM 17. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-2
<PAGE> 18
(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% change in the
maximum offering price set forth in the "Calculation of the 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 (1)(i) and (1)(ii) 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.
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
Exchange Act that is incorporated by reference in this 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.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 of this Registration
Statement, or otherwise, the registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities 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
II-3
<PAGE> 19
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 and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
<PAGE> 20
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-4 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 13th day of February,
1998.
STERLING BANCSHARES, INC.
/s/ GEORGE MARTINEZ
--------------------------------------
George Martinez, Chairman of the Board
and Chief Financial Officer
(Principal Executive 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 agent, 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.
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
--------- -------- ----
<C> <S> <C>
/s/ GEORGE MARTINEZ Chairman of the Board and Chief February 13, 1998
- --------------------------------------------- Financial Officer and Director
George Martinez (Principal Executive and Financial
Officer)
/s/ GEORGE MARTINEZ Principal Accounting Officer February 13, 1998
- ---------------------------------------------
George Martinez
/s/ J. DOWNEY BRIDGWATER Director February 13, 1998
- ---------------------------------------------
J. Downey Bridgwater
/s/ C.P. BRYAN, JR. Director February 13, 1998
- ---------------------------------------------
C.P. Bryan, Jr.
/s/ JOHN H. BUCK Director February 13, 1998
- ---------------------------------------------
John H. Buck
/s/ JOHN B. CARTER, JR. Director February 13, 1998
- ---------------------------------------------
John B. Carter, Jr.
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
SIGNATURE POSITION DATE
- ------------------------------------- ------------------------------------ ------------------
<C> <S> <C>
/s/ JAMES M. CLEPPER Director February 13, 1998
- -------------------------------------
James M. Clepper
/s/ WALTER P. GIBBS, JR. Director February 13, 1998
- -------------------------------------
Walter P. Gibbs, Jr.
/s/ BRUCE J. HARPER Director February 13, 1998
- -------------------------------------
Bruce J. Harper
/s/ GLENN H. JOHNSON Director February 13, 1998
- -------------------------------------
Glenn H. Johnson
/s/ JAMES J. KEARNEY Director February 13, 1998
- -------------------------------------
James J. Kearney
/s/ RUSSELL I. ORR Director February 13, 1998
- -------------------------------------
Russell I. Orr
/s/ CHRISTIAN A. RASCH Director February 13, 1998
- -------------------------------------
Christian A. Rasch
/s/ STEVEN F. RETZLOFF Director February 13, 1998
- -------------------------------------
Steven F. Retzloff
/s/ RAIMUNDO RIOJAS Director February 13, 1998
- -------------------------------------
Raimundo Riojas
/s/ CUBA WADLINGTON, JR. Director February 13, 1998
- -------------------------------------
Cuba Wadlington, Jr.
</TABLE>
<PAGE> 22
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------------------------------------
<C> <S> <C>
3.1 -- Restated and Amended Articles of Incorporation of Sterling (incorporated herein
by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4
(File No. 333-27185)).
3.2 -- Restated Bylaws of Sterling (incorporated herein by reference to Exhibit 4.2 to
the Company's Registration Statement on Form S-8 effective November 25, 1996
(File No. 333-16719)).
+5.1 -- Opinion of Andrews & Kurth L.L.P. as to the legality of the securities being
registered.
10.1 -- 1994 Incentive Stock Option Plan of the Registration (incorporated by reference
to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
10.2 -- 1994 Employee Stock Purchase Plan of the Registrant (incorporated by reference
to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994).
10.3 -- 1984 Incentive Stock Option Plan of the Registrant (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form S-1 (File No.
33-51476)).
10.4 -- Settlement and Release Agreement dated October 2, 1995, between Sterling
Bancshares, Inc., and C. Frank Kurtin (incorporated herein by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
10.5 -- Consulting Contract dated October 2, 1995, between Sterling Bancshares, Inc.,
and C. Frank Kurtin (incorporated herein by reference to Exhibit 10.6 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1996).
10.6 -- 1995 Non-Employee Director Stock Compensation Plan (incorporated by reference to
Exhibit 5.1 to the Company's Registration Statement on Form S-8 (File No.
333-16719)).
+23.1 -- Consent of Deloitte & Touche LLP, Independent Auditors.
+23.2 -- Consent of Andrews & Kurth L.L.P. (included in their opinion filed herewith as
Exhibit 5.1).
+24 -- Powers of Attorney (included on the signature page).
</TABLE>
- ---------------
+ Filed herewith.
<PAGE> 1
EXHIBIT 5.1
FEBRUARY , 1998
Board of Directors
Sterling Bancshares, Inc.
15000 Northwest Freeway
Houston, Texas 77040
Gentlemen:
We have acted as counsel to Sterling Bancshares, Inc., a Texas corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-4 (the "Registration Statement") relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of up to
shares of the Company's common stock, par value $1.00 per share (the "Shares").
As the basis for the opinion expressed below, we have examined the
Registration Statement, the Prospectus contained therein, and such statutes,
regulations, corporate records and documents, certificates of corporate and
public officials and other instruments as we have deemed necessary or advisable
for the purposes of this opinion. In such examination, we have assumed (i) that
the signatures on all documents that we have examined are genuine, (ii) the
authenticity of all documents submitted to us as originals, and (iii) the
conformity with the original documents of all documents submitted to us as
copies.
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 will, when issued as provided in the Prospectus, be
validly issued, fully paid and nonassessable.
The opinion expressed above with respect to the Shares may be limited by
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfer, reorganization, moratorium and other similar
laws affecting creditors' rights generally and by general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or at
law)).
This opinion is limited in all respects to the laws of the State of Texas
and the laws of the United States of America insofar as such laws are
applicable. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of the firm name under the heading
"Validity of Securities" in the Registration Statement.
Very truly yours,
1198/1198/2691
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated [ ] with respect to the consolidated financial statements of
Sterling Bancshares, Inc. included in or made part of this Registration
Statement on Form S-4.
DELOITTE & TOUCHE LLP
Houston, Texas
February , 1998
