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As filed with the Securities and Exchange Commission on September 3, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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STERLING BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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TEXAS 6712 74-2175590
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
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)
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MICHAEL A. ROY
SENIOR VICE PRESIDENT
AND GENERAL COUNSEL
STERLING BANCSHARES, INC.
15000 NORTHWEST FREEWAY
HOUSTON, TEXAS 77040
(713) 466-8300
(Name, Address, Including Zip Code and
Telephone Number, Including Area
Code, of Agent For Service)
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Copies to:
DAN A. FLECKMAN
ANDREWS & KURTH L.L.P.
600 TRAVIS, SUITE 4200
HOUSTON, TEXAS 77002
(713) 220-4200
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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.
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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: [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(2) PRICE PER SHARE PRICE(3) FEE(4)
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Common Stock, par value $1.00 per share(1) 10,000,000 $12.03125 $120,312,500 $33,447
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(1) This Registration Statement also relates to all shares of Common Stock
registered hereunder that may be offered for resale by persons who receive
from the Registrant this Common Stock in acquisitions, as described in the
prospectus contained in this Registration Statement.
(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 occurring any time subsequent to the initial filing
of this Registration Statement.
(3) Estimated solely for purposes of calculating the registration fee.
(4) Calculated in accordance with Rule 457(c), based on the average of the high
and low prices of the Common Stock on the Nasdaq Stock Market on
August 31, 1999.
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. We will
use one prospectus that we refer to as the "Sterling Bancshares prospectus" in
connection with the issuance and sale from time to time by us of shares of our
common stock in connection with our acquisition of the securities and assets of
other businesses. The other prospectus that we refer to as the "selling
stockholders prospectus" will be used by persons who have received shares of our
common stock in connection with acquisitions by us of securities or assets held
by them, or their transferees, and who wish to offer and sell these shares in
transactions in which they, and any broker-dealer through whom the shares are
sold, may be considered underwriters within the meaning of the Securities Act of
1933, as amended. The Sterling Bancshares prospectus and the selling
stockholders prospectus will be identical except that they will contain
different front and back cover pages and the selling stockholders prospectus
will contain an additional section under the caption "Plan of Distribution." The
Sterling Bancshares prospectus is included in this registration statement 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 Sterling Bancshares prospectus.
We have labeled each of the alternate or additional pages for the selling
stockholders prospectus included in this registration statement "Alternate Page
for Selling Stockholders Prospectus." If required under Rule 424(b) of the
General Rules and Regulations under the Securities Act of 1933, 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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The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION SEPTEMBER 3, 1999
10,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
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Sterling Bancshares, Inc. may offer and sell in one or more
transactions, up to 10,000,000 shares of its common stock, in connection with
acquisitions of other businesses, properties, or securities.
We intend to concentrate on acquisitions that we believe would
complement our current banking business and increase or expand our competitive
position in existing or new markets. We may offer, as consideration for these
acquisitions, common stock, cash, notes or other debt, convertible or
exchangeable securities, assumptions of liabilities or a combination thereof. We
may issue the common stock covered by this prospectus in exchange for:
o capital stock, partnership interests or other securities of
companies
o assets of companies
o conversion of other securities we issue to acquire a company.
We will negotiate with the owners of the business or properties that we
acquire or, in the case of companies that are more widely held, through exchange
offers to stockholders or by soliciting the approval of mergers or sales of
assets. Those negotiations will determine the terms of the acquisitions and of
the issuance of common stock under any acquisition agreements. We anticipate
that the common stock we issue in any 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.
We do not expect that we will pay an underwriting discount or
commission in connection with issuances of common stock under this prospectus.
However, we may pay finders' fees, brokers' commissions or financial advisory
fees in connection with specific acquisitions. We may pay those fees by issuing
common stock covered by this prospectus. Any person receiving a fee paid in our
common stock may be an underwriter under the Securities Act of 1933.
Our common stock is listed for trading on the Nasdaq Stock Market
under the symbol "SBIB."
YOU SHOULD CAREFULLY READ AND CONSIDER THE RISK FACTORS BEGINNING ON
PAGE 6 BEFORE YOU BUY OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
September __, 1999.
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TABLE OF CONTENTS
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About This Prospectus.............................................................................................2
Where You Can Find More Information...............................................................................3
Sterling Bancshares, Inc..........................................................................................4
Risk Factors......................................................................................................6
Forward-Looking Statements........................................................................................7
Market Price of Sterling Bancshares Common Stock and Dividend Policy of Sterling Bancshares.......................8
Securities Covered by This Prospectus.............................................................................8
Validity of Securities............................................................................................8
Experts...........................................................................................................8
Plan of Distribution..............................................................................................9
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, offer and issue our common stock in one or more
offerings, so long as the number of shares of common stock issued does not
exceed 10,000,000. This prospectus provides you with a general description of
our common stock. Each time we issue our common stock, we will provide a
prospectus supplement that will contain specific information about the terms of
that issuance. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
You should rely only on the information provided or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of our common stock in any state where the offer is not
permitted. You should not assume that the information in or incorporated by
reference in this prospectus or any prospectus supplement is accurate as of any
date other than the date on the front of those documents. Our business,
financial condition, results of operations and prospects may have changed since
those dates.
In this prospectus references to "Sterling Bancshares," "we," "us," and
"our" mean Sterling Bancshares, Inc. and its subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other
information with the SEC. Our current SEC filings are available to the public
over the Internet at the SEC's web site at http://www.sec.gov. You may also read
and copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York, and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under the Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 until we sell all of the securities:
1. Our Annual Report on Form 10-K for the year ended December 31, 1998;
2. Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
3. Our Current Report on Form 8-K dated June 1, 1999; and
4. Our Registration Statement on Form 8-A filed with the SEC on October 21,
1992.
You may request a copy of these filings, in most cases without exhibits, at
no cost, by writing or telephoning us at our principal executive offices located
at the following address:
Sterling Bancshares, Inc.
15000 Northwest Freeway
Houston, Texas 77040
Attention: Corporate Secretary
(713) 466-8300
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STERLING BANCSHARES, INC.
Sterling Bancshares is a bank holding company that provides commercial and
retail banking services through the banking offices of Sterling Bank and Houston
Commerce Bank. We sometimes refer to Sterling Bank and Houston Commerce Bank as
Sterling Bank in this prospectus. Sterling Bank has 22 banking offices which are
located in the Houston metropolitan area. We also provide mortgage banking
services through our subsidiary Sterling Capital Mortgage Company.
Sterling Bancshares was incorporated in Texas in 1980 and became the parent
bank holding company of Sterling Bank in 1981. Sterling Bank was chartered in
Texas in 1974 and Houston Commerce Bank was chartered in 1963. Sterling
Bancshares completed the initial public offering of its common stock in October
1992.
We provide a wide range of retail and commercial banking services. These
include:
o demand savings and time deposits;
o commercial, real estate and consumer loans;
o merchant credit card services;
o letters of credit;
o cash and asset management services;
o and drive-in banking services.
We also provide brokerage, mutual funds, and insurance products to our customers
through third-party vendors. We focus our lending on commercial loans and
owner-occupied real estate loans to local businesses with annual sales ranging
from $300,000 to $30 million. Typically, our borrowers' financing requirements
are between $100,000 and $500,000. We do not seek loans larger than $2 million
from any one customer. However, we do consider larger loans to customers with
excellent credit ratings. Sterling Bank's credit range allows for greater
diversity in its loan portfolio, less competition from large banks and better
pricing opportunities.
We provide a broad line of financial products and services to small and
medium-sized businesses and consumers through full service banking offices. Each
of our banking offices 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 us to develop long-term customer relationships, maintain high
quality service and respond quickly to customer needs. We develop broad banking
relationships with our customers and provide convenient service through our
full-service banking offices, that allows us to fund our lending and investing
activities almost entirely with core deposits. About three-fourths of these
deposits consist of demand and savings deposits.
We have concentrated our growth strategy on increasing our banking presence
in existing Houston markets, and expanding into new markets within the greater
Houston area in response to the needs of those markets. We have grown through a
combination of
o internally generated growth,
o mergers and acquisitions of additional banking operations, and
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o opening new banking offices.
In June 1998, we acquired Humble National Bank which we merged into
Sterling Bank. In November 1998, we acquired Hometown Bancshares, Inc., which
owned Clear Lake National Bank. We then merged Clear Lake National Bank into
Sterling Bank. In June 1999, we acquired B.O.A. Bancshares, Inc. which owned
Houston Commerce Bank. We continue to operate Houston Commerce's three offices
and expect to merge Houston Commerce Bank into Sterling Bank in October of this
year.
We intend to pursue the acquisition of banks whose operations are
consistent with our business banking philosophy. We believe that opportunities
exist to expand our banking presence into other major urban markets. To
accommodate anticipated growth, we continue to upgrade our data processing and
telecommunication systems to provide the technological capacity necessary to
meet the needs and expectations of our customers and to accommodate growth in
Houston and other markets.
Our principal executive office is located at 15000 Northwest Freeway,
Houston, Texas 77040, and our telephone number is (713) 466-8300.
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RISK FACTORS
You should consider the following risk factors, together with all of the
other information contained in this prospectus, any prospectus supplement and
the information we have incorporated by reference, in your evaluation of an
investment in our common stock.
OUR PROFITABILITY DEPENDS ON LOCAL ECONOMIC CONDITIONS
Our profitability is primarily dependent on the profitability of Sterling
Bank. Sterling Bank derives substantially all of its loans, deposits and other
business from the Houston metropolitan area. General economic conditions such as
inflation, recession, unemployment and other factors beyond Sterling Bancshares'
control affect our banking operations. Houston's economy depends on energy and
energy-related business to a considerable extent. In 1998 and during 1999,
declines in oil and gas prices have slowed economic growth in Houston. Although
Houston's economy has diversified, it has become more susceptible to adverse
developments affecting the national economy. A prolonged downturn in the Houston
economy could adversely affect our results of operations and financial
condition.
WE RELY ON AN OWNER-OPERATED BUSINESS MARKET
We target our business development and marketing strategy primarily to
serve the banking and financial services needs of owner-operated businesses. We
define owner-operated as businesses with credit needs of less than $2 million.
These businesses represent a major sector of the Houston and national economies
and have played an important role in recent years in generating job growth and
improving the overall health of the local and national economy. If economic
conditions adversely affect this market, our business, results of operations and
financial conditions could be adversely affected.
FLUCTUATIONS IN INTEREST RATES CAN NEGATIVELY AFFECT OUR EARNINGS
We realize income primarily from the difference between interest earned on
loans and investments and the interest paid on deposits and borrowings. We
expect that we will periodically experience "gaps" in the interest rate
sensitivities of our assets and liabilities, meaning that either our
interest-bearing liabilities will be more sensitive to changes in market
interest rates than our interest-earning assets, or vice versa. In either event,
if market interest rates should move contrary to our position, this "gap" will
work against us, and our earnings may be negatively affected.
FEDERAL AND STATE BANKING LAWS RESTRICT OUR ABILITY TO PAY DIVIDENDS
Our ability to pay dividends to our stockholders depends primarily on the
dividends we receive from Sterling Bank. Federal and state banking laws may
limit the dividends that Sterling Bank can pay us. Also, both Sterling
Bancshares and Sterling Bank must maintain capital levels set by federal
regulations. The capital levels may restrict the ability of Sterling Bank to pay
dividends to Sterling Bancshares and Sterling Bancshares to pay dividends to its
stockholders. See "Market Price of Common Stock and Dividend Policy."
WE FACE COMPETITION THAT MAY ADVERSELY AFFECT OUR FINANCIAL RESULTS
We face vigorous competition from banks and other financial institutions,
including savings and loan associations, savings banks, finance companies and
credit unions. A number of these banks and other financial institutions have
substantially greater resources and lending limits, larger branch systems and a
wider array of banking services. This competition may reduce or limit our
margins on banking services, reduce our market share and adversely affect our
results of operations and financial condition. We also compete with other
providers of
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financial services, such as money market mutual funds, brokerage firms, consumer
finance companies and insurance companies.
The House of Representatives and the Senate recently passed different
versions of legislation that would permit other entities such as investment
banking firms to own commercial banks and would allow commercial banks to own
investment banks or engage in investment banking activities. If this legislation
becomes law, it would increase the competitive pressures we face.
YEAR 2000 ISSUES MAY EXPOSE US TO BUSINESS INTERRUPTIONS OR LIABILITIES.
The Year 2000 risk involves computer programs and computer software that
may not able to perform without interruption into the Year 2000. If computer
systems do not correctly recognize the date change from December 31, 1999 to
January 1, 2000, computer applications that rely on the date field could fail or
create erroneous results. These erroneous results could affect interest, payment
or due dates or cause the temporary inability to process transactions, send
invoices or engage in normal business activities. If we, our suppliers or our
borrowers do not properly address these issues, there could be a material
adverse impact on our results of operations and financial condition.
FORWARD-LOOKING STATEMENTS
Some information in this prospectus, any accompanying prospectus supplement
and the documents we have incorporated by reference may contain forward-looking
statements. The words "anticipate," "believe," "continue," "expect," "estimate,
"intend," "may," "will," "should" and similar words identify forward-looking
statements. These statements discuss future expectations, activities or events.
Specific factors that could cause actual results or developments to differ from
those in forward-looking statements include:
o expansion and growth of our business and operations, including
our ability to acquire banks,
o the amount and nature of future capital expenditures,
o business strategy and measures to carry out strategy,
o competitive strengths,
o goals and plans,
o references to intentions as to future matters, and
o other similar matters.
A forward-looking statement may include a statement of the assumptions or bases
underlying the forward-looking statement. We believe we have chosen these
assumptions or bases in good faith and that they are reasonable. However, we
caution you that assumed facts or bases almost always vary from actual results,
and the differences between assumed facts or bases and actual results can be
material. When considering forward-looking statements, you should keep in mind
the risk factors and other cautionary statements in this prospectus, any
prospectus supplement and the documents we have incorporated by reference. We
will not update these statements unless the securities laws require us to do so.
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MARKET PRICE OF STERLING BANCSHARES COMMON STOCK
AND DIVIDEND POLICY OF STERLING BANCSHARES
Our common stock is traded on the Nasdaq Stock 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 by this prospectus.
We have paid a regular quarterly cash dividend since February 1993, and
intend to continue the policy of paying dividends, subject to the availability
of cash from our earnings and approval by our board of directors. You should
read the information under the caption "Risk Factors -- Federal and state
banking laws restrict our ability to pay dividends" for a description of
restrictions on our ability to pay dividends.
SECURITIES COVERED BY THIS PROSPECTUS
The common stock covered by this prospectus is available for use in future
acquisitions of businesses, properties or securities of companies or persons
engaged in banking and other related financial institution businesses. The
consideration we offer in these acquisitions, in addition to the common stock
offered by this prospectus, may include cash, debt or other securities, or
assumption by us of liabilities of the businesses being acquired, or a
combination of these. We contemplate that the terms of each acquisition will be
determined by negotiations between us and the management or the owners of the
business, assets or securities we acquire. We will consider quality of
management, the past and potential earning power and growth of the assets or
securities to be acquired, and other relevant factors. We anticipate that the
common stock issued in acquisitions 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 agreed on or at or about the time of delivery of the common
stock.
VALIDITY OF SECURITIES
The validity of the issuance of the shares of common stock offered by this
prospectus has been passed upon for Sterling Bancshares by our counsel, Andrews
& Kurth L.L.P.
EXPERTS
The financial statements of Sterling Bancshares, Inc. incorporated in this
Registration Statement by reference from Sterling Bancshares, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference in this Registration Statement and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
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PLAN OF DISTRIBUTION
We may issue our common stock covered by this prospectus in exchange for
(1) shares of capital stock, partnership interests or other securities
representing an interest, direct or indirect, in companies, (2) assets used in
or related to the business of these companies, or (3) other securities issued in
any of these acquisitions or otherwise pursuant to the agreements providing for
the acquisitions. We will generally determine the terms of these acquisitions
and of the issuance of our common stock under acquisition agreements 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. We anticipate that our
common stock issued in any 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.
We do not expect to pay an underwriting discount or commission in
connection with issuances of our common stock under this prospectus. However, we
may pay finders' fees, brokers' commissions or financial advisory fees from time
to time in connection with specific acquisitions. We may pay such fees through
the issuance of common stock covered by this prospectus. Any person receiving
these fees may be deemed to be an underwriter within the meaning of the
Securities Act of 1933.
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The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
SUBJECT TO COMPLETION SEPTEMBER 3, 1999
10,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
This prospectus, as amended or supplemented, may be used from time to time
by "selling stockholders." These selling stockholders or their transferees will
have received shares of our common stock in connection with our acquisition of
securities or assets held by them. They will want to offer and sell these shares
of common stock in transactions in which they and any broker-dealer through whom
the shares are sold may be deemed to be underwriters within the meaning of the
Securities Act of 1933.
We will receive none of the proceeds from those sales. 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 these shares,
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933. We may pay some of the printing, legal and accounting, filing and
other similar expenses of this offering. 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 us from time to time of 10,000,000 shares of common
stock in connection with our acquisition of the securities and assets of other
businesses.
Our common stock offered by this prospectus has been approved for trading
on the Nasdaq Stock Market.
YOU SHOULD CAREFULLY READ THE RISK FACTORS BEGINNING ON PAGE 6 BEFORE YOU
BUY OUR COMMON STOCK.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is _________________, 1999.
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[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
TABLE OF CONTENTS
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About This Prospectus...........................................................................................A-2
Where You Can Find More Information...............................................................................3
Sterling Bancshares, Inc..........................................................................................4
Risk Factors......................................................................................................6
Forward-Looking Statements........................................................................................7
Market Price of Sterling Bancshares Common Stock and Dividend Policy of Sterling Bancshares.......................8
Securities Covered by This Prospectus.............................................................................8
Validity of Securities............................................................................................8
Experts...........................................................................................................8
Plan of Distribution............................................................................................A-9
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may,
over the next two years, offer and issue our common stock in one or more
offerings, so long as the number of shares of common stock issued does not
exceed 10,000,000. This prospectus provides you with a general description of
our common stock. Each time we issue our common stock, we will provide a
prospectus supplement that will contain specific information about the terms of
that issuance. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
You should rely only on the information provided or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making an offer of our common stock in any state where the offer is not
permitted. You should not assume that the information in or incorporated by
reference in this prospectus or any prospectus supplement is accurate as of any
date other than the date on the front of those documents. Our business,
financial condition, results of operations and prospects may have changed since
those dates.
In this prospectus references to "Sterling Bancshares," "we," "us," and
"our" mean Sterling Bancshares, Inc. and its subsidiaries.
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[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
PLAN OF DISTRIBUTION
This prospectus may also be used by the selling stockholders who
receive common stock covered by the registration statement, of which this
prospectus is a part, in acquisitions under circumstances that require the use
of a prospectus. However, no selling stockholder may use this prospectus for any
offer of common stock without first obtaining our written consent. We 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
selling stockholder.
Agreements with the selling stockholders that permit the use of this
prospectus may provide that (1) the selling stockholders effect the offering in
an orderly manner through securities dealers, acting as a broker or dealer,
selected by us; (2) the selling stockholders enter into custody agreements with
certain persons with respect to the common stock being sold; and (3) sales be
made only by one or more of the methods described in this section, as we may
supplement or amend.
The selling stockholders may from time to time sell all or a portion of
the common stock in (1) transactions on the Nasdaq Stock Market, (2) in the
over-the-counter market, in negotiated transactions, or (3) a combination of
these methods of sale, at market prices prevailing at the time of sale, at
prices related to these prevailing market prices or at negotiated prices. The
common stock may be sold directly or through broker-dealers. If the selling
stockholders sell common stock through broker-dealers, the selling stockholders
may pay brokerage commissions and charges. The methods by which the common stock
may be sold include, (1) a block trade (which may involve crosses) in which the
broker or dealer so engaged will attempt to sell the common stock as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (2) purchases by a broker or dealer as principal and resale by the
broker or dealer for its own account under this prospectus; (3) exchange
distribution and secondary distributions in accordance with the rules of the
Nasdaq Stock Market; (4) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; and (5) privately negotiated transactions.
The selling stockholders and any broker-dealer participating in the
distribution of the common stock may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933. Any profit and any commissions paid or
any discounts or concessions allowed to any broker-dealer may be deemed to be
underwriting discounts and commissions under the Securities Act of 1933. The
selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of common stock against certain liabilities,
including liabilities under the Securities Act of 1933.
We cannot assure you that the selling stockholders will sell any or all
of the shares of common stock offered under this prospectus.
The selling stockholders may resell the common stock offered by this
prospectus only if those securities are registered or qualified for sale under
applicable state securities or "blue sky" laws or exemptions from these
registration and qualification requirements are available.
A-9
<PAGE> 15
10,000,000 SHARES
[STERLING BANCSHARES, INC. LOGO]
COMMON STOCK
PROSPECTUS
___________________, 1999
<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>
- --------------------
*Estimated
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sterling Bancshares' Articles of Incorporation 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 Bancshares 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 Bancshares shall, in
the exercise of its business judgment, determine that such indemnification is in
the best interest of Sterling Bancshares.
Sterling Bancshares' 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 Bancshares 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
<PAGE> 17
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 Bancshares, the
directors and officers of Sterling Bancshares are insured within the limits and
subject to the limitations of the policy, against certain expenses in connection
with the defense 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)...................................................List of Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
3.1 - Restated and Amended Articles of Incorporation of Sterling Bancshares
(incorporated herein by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K405 for the year ended December 31, 1998).
3.2 - Restated Bylaws of Sterling Bancshares (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 Registrant (incorporated by reference
to Exhibit 10.1 of 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 - 1995 Non-Employee Director Stock Compensation Plan (incorporated by
reference to Exhibit 4.3 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 22. 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) 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.
II-2
<PAGE> 18
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 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 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
1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a
II-3
<PAGE> 19
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 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 31st day of August,
1999.
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 Title Date
--------- ----- ----
<S> <C> <C>
/s/ GEORGE MARTINEZ
--------------------------------------- Chairman of the Board and Chief August 31, 1999
George Martinez Financial Officer and Director
(Principal Executive and Financial
Officer)
/s/ GEORGE MARTINEZ
--------------------------------------- Principal Accounting Officer August 31, 1999
George Martinez
/s/ J. DOWNEY BRIDGWATER
--------------------------------------- President and Director August 31, 1999
J. Downey Bridgwater
/s/ JOHN H. BUCK
--------------------------------------- Director August 31, 1999
John H. Buck
/s/ JAMES M. CLEPPER
--------------------------------------- Director August 31, 1999
James M. Clepper
/s/ WALTER P. GIBBS, JR.
--------------------------------------- Director August 31, 1999
Walter P. Gibbs, Jr.
</TABLE>
II-5
<PAGE> 21
<TABLE>
<S> <C> <C>
/s/ BRUCE J. HARPER
--------------------------------------- Director August 31, 1999
Bruce J. Harper
/s/ GLENN H. JOHNSON
--------------------------------------- Director August 31, 1999
Glenn H. Johnson
/s/ JAMES J. KEARNEY
--------------------------------------- Director August 31, 1999
James J. Kearney
/s/ RUSSELL I. ORR
--------------------------------------- Director August 31, 1999
Russell I. Orr
--------------------------------------- Director August , 1999
Christian A. Rasch
- --------------------------------------- Director August , 1999
Steven F. Retzloff
/s/ RAIMUNDO RIOJAS
--------------------------------------- Director August 31, 1999
Raimundo Riojas
/s/ CUBA WADLINGTON, JR.
--------------------------------------- Director August 31, 1999
Cuba Wadlington, Jr.
/s/ L. S. PAT BROWN
--------------------------------------- Director August 31, 1999
L. S. Pat Brown
/s/ CHARLES I. CASTRO
--------------------------------------- Director August 31, 1999
Charles I. Castro
/s/ F. RICHARD DRAKE
--------------------------------------- Director August 31, 1999
F. Richard Drake
/s/ WILLIS HARGRAVE
--------------------------------------- Director August 31, 1999
Willis Hargrave
/s/ G. B. HARROP
--------------------------------------- Director August 31, 1999
G. B. Harrop
/s/ DAVID L. HATCHER
--------------------------------------- Director August 31, 1999
David L. Hatcher
/s/ PAUL MICHAEL MANN, M.D.
--------------------------------------- Director August 31, 1999
Paul Michael Mann, M.D.
/s/ THOMAS A. REISER
--------------------------------------- Director August 31, 1999
Thomas A. Reiser
/s/ HOWARD T. TELLEPSEN
--------------------------------------- Director August 31, 1999
Howard T. Tellepsen
</TABLE>
II-6
<PAGE> 22
<TABLE>
<S> <C> <C>
--------------------------------------- Director August __, 1999
David B. Moulton
</TABLE>
II-7
<PAGE> 23
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C>
Exhibit Description
------- -----------
3.1 - Restated and Amended Articles of Incorporation of
Sterling Bancshares (incorporated herein by reference
to Exhibit 3.1 to the Company's Annual Report on Form
10-K405 for the year ended December 3, 1998).
3.2 - Restated Bylaws of Sterling Bancshares
(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 Registrant
(incorporated by reference to Exhibit 10.1 of 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 - 1995 Non-Employee Director Stock Compensation Plan
(incorporated by reference to Exhibit 4.3 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
September 3, 1999
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 relating to the registration under the Securities Act of
1933, as amended (the "Securities Act"), of up to 10,000,000 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 our examination,
we have assumed (1) that the signatures on all documents that we have examined
are genuine, (2) the authenticity of all documents submitted to us as
originals, and (3) the conformity with the original documents of all
documents submitted to us as copies.
Based upon the foregoing and having due regard for the legal
considerations that 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)).
Our opinion is limited in all respects to the laws of the
State of Texas and the laws of the United States of America to the extent that
those laws apply. We consent to the use of our opinion as an exhibit to the
Registration Statement and to the use of our firm name under the heading
"Validity of Securities" in the Registration Statement.
Very truly yours,
/s/ ANDREWS & KURTH L.L.P.
Andrews & Kurth L.L.P.
2691/2397/2716
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sterling Bancshares, Inc. on Form S-4 of our report dated March 12, 1999,
appearing in the Annual Report on Form 10-K of Sterling Bancshares, Inc. for
the year ended December 31, 1998.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Houston, Texas
September 3, 1999
