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Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FIRST STATE BANCORPORATION
(Exact name of registrant as specified in its charter)
New Mexico 85-0366665
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
111 Lomas Avenue N.W.
Albuquerque, New Mexico 87102
(505) 241-7500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive officer)
- With a copy to -
Michael R. Stanford, President Marshall G. Martin, Esq.
111 Lomas Avenue NW Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
Albuquerque, New Mexico 87102 500 Marquette NW, Suite 800
(505) 241-7500 Albuquerque, New Mexico 87102
(Name, address, and telephone (505) 768-1500
number, including area code, of
agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If the securities being registered on this Form are being offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [ ]
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed maximum Proposed maximum Amount of
security to be to be offering price aggregate registration
registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock,
No Par Value/1/ 100,000 15/2/ $1,500,000 $517.24
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</TABLE>
(1) Each share of the registrant's common stock includes one common share
purchase right.
(2) Estimated solely for the purpose of calculating the registration fee and
computed pursuant to Rule 457(c)
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant files 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 becomes effective on
a date the Commission, acting pursuant to Section 8(a), determines.
<PAGE>
PROSPECTUS
DIVIDEND REINVESTMENT AND
CASH PAYMENT PLAN
FOR SHAREHOLDERS OF
FIRST STATE BANCORPORATION
The Dividend Reinvestment and Cash Payment Plan of First State Bancorporation
(the "Plan") provides holders of shares of the common stock, no par value per
share, of First State Bancorporation ("Common Stock") with a simple and
convenient method of purchasing additional shares of Common Stock without paying
of any brokerage commissions or service charges. Any holder of record of at
least 300 shares of Common Stock is eligible to participate in the Plan.
Participants in the Plan may:
-- have cash dividends on all or a portion of their shares of Common
Stock registered in their names automatically invested, along with optional cash
payments they may choose to make; or
-- continue to receive cash dividends on shares registered in their
names and invest by making optional cash payments of up to $30,000 per quarter.
The purchase price of shares purchased with reinvested dividends or with
optional cash payments will be the closing price of the Common Stock reported on
the NASDAQ National Market System on the day preceding the appropriate cash
dividend payment or investment date.
The shares to be issued under the Plan and to which this Prospectus relates may
be newly issued shares, treasury shares, or shares purchased in the open market.
In any case, the purchase price of each share will be determined as set forth
above.
This Prospectus should be retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE 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 ________________, 1996.
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TABLE OF CONTENTS
Page
----
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................... 1
AVAILABLE INFORMATION..................................................... 2
THE COMPANY............................................................... 2
DESCRIPTION OF THE PLAN................................................... 2
Purpose.............................................................. 3
Advantages........................................................... 3
Administration....................................................... 3
Participation........................................................ 4
Costs................................................................ 5
Purchases............................................................ 6
Optional Cash Payments............................................... 6
Reports to Participants.............................................. 8
Dividends............................................................ 8
Issuance of Certificates............................................. 9
Termination by the Plan Administrator................................ 9
Termination by a Participant......................................... 9
Other Information.................................................... 10
USE OF PROCEEDS........................................................... 12
EXPERTS................................................................... 12
LEGAL OPINION............................................................. 12
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by First State Bancorporation (the "Company") with
the Securities and Exchange Commission (the "SEC") are incorporated by reference
in and made a part of this Prospectus:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1996; June 30, 1996; and September 30, 1996;
(c) The Company's Registration Statement on Form 8-A dated November 15,
1996, relating to common stock purchase rights accompanying shares of
Common Stock;
All documents filed by the Company with the SEC pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act after the date of this Prospectus and
before the termination of the offering of the shares of Common Stock offered
hereby shall be deemed incorporated by reference in this Prospectus and a part
hereof from the date of filing of those documents. Any statement contained in a
document incorporated or deemed incorporated by reference herein shall be deemed
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed documents which
also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such statement. Any such 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 PROVIDE WITHOUT CHARGE TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON REQUEST, A COPY OF ANY OR ALL OF
THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE (OTHER THAN EXHIBITS). WRITTEN
REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE SECRETARY, FIRST STATE
BANCORPORATION, 111 LOMAS AVENUE NW, ALBUQUERQUE, NEW MEXICO 87102. TELEPHONE
REQUESTS MAY BE DIRECTED TO (505) 241-7500.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements, and other information with the SEC.
Such reports, proxy statements, and other information can be inspected and
copied at the public reference facilities of the SEC, Room 1024, 450 Fifth
Street, N.W., Washington, DC 20549, and at the regional offices of the SEC at
Seven World Trade Center, Suite 1300, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 500, Chicago, Illinois 60661-2511.
Copies of such materials can be obtained at prescribed rates from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, DC 20549.
Reports, proxy statements, and other information concerning the Company may also
be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005, and of the Chicago Stock Exchange, One Financial Place,
440 South LaSalle Street, Chicago, Illinois 60605.
Additional information regarding the Company and the shares offered hereby is
contained in the Registration Statement and the exhibits thereto in respect of
the shares offered hereby, filed with the SEC under the Securities Act of 1933,
as amended. For further information pertaining the Company and the shares
offered, reference is made to the Registration Statement and the exhibits
thereto, which may be inspected without charge at the office of the SEC at 450
Fifth Street, N.W., Washington, DC 20549, and copies thereof may be obtained
from the SEC at prescribed rates.
THE COMPANY
First State Bancorporation (the "Company") is a New Mexico-based bank holding
company that is focused on New Mexico markets. Through its subsidiary bank,
First State Bank of Taos ("First State Bank"), the Company provides services to
customers through four offices located in Taos County, five offices in
Albuquerque, two offices in Santa Fe, one office in each of Los Lunas, Rio
Rancho, Bernalillo and Placitas, New Mexico. First State Bank, the largest bank
in Taos County, has operated in the county since 1923. The Company acquired
three of its Albuquerque branches in 1991 by merging the business operations of
First State Bank with an affiliated bank and has improved the operating
performance of its Albuquerque locations since the combination. The Company
acquired control of the Santa Fe branch in December 1993 when it issued 189,540
shares of Common Stock to the certain shareholders. One Albuquerque branch and
the Rio Rancho and Placitas branches were opened in 1994. One Albuquerque, one
Santa Fe and the Los Lunas branch were opened in 1995. The Bernalillo branch
was opened in 1996.
The Company's principal executive offices are located at 111 Lomas Avenue N.W.,
Albuquerque, New Mexico 87102, and its telephone number is (505) 262-7500.
DESCRIPTION OF THE PLAN
The following is a description of the Dividend Reinvestment and Cash Payment
Plan for Shareholders of First State Bancorporation (the "Plan") in a question
and answer format. Holders of Common Stock who choose not to participate in the
Plan will receive cash dividends, as declared, by check or direct deposit.
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PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide eligible shareholders of record
of Common Stock a convenient and economical method of reinvesting cash dividends
on Common Stock and making limited cash investments in additional shares of
Common Stock at regular intervals. Since additional shares of Common Stock will
be purchased directly from the Company, and not in the open market, the Company
will receive additional funds for general corporate purposes. Although the
Company expects the Plan to appeal to many eligible shareholders, it is entirely
optional. Each eligible shareholder who desires to participate must make an
election in the manner set out herein.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may:
a. invest all of their cash dividends and optional cash payments; or
b. continue to receive cash dividends on shares registered in their
names and invest by making optional cash payments of not less than
$100 per payment or more than $30,000 per calendar quarter.
Cash dividends paid on all shares held by the Plan Administrator will
automatically be reinvested in Common Stock.
Participants will pay no service charge in connection with purchases
under the Plan. The Company will pay the Plan Administrator's costs and
expenses in connection with the administration of the Plan. Full investment of
funds is possible under the Plan because the Plan permits fractions of shares,
as well as full shares, to be purchased for participants' accounts. In
addition, dividends on such fractions, as well as on full shares, will be used
to purchase additional shares for the participants' accounts. Participants will
avoid the cumbersome safekeeping of certificates for shares credited to their
accounts under the Plan, and quarterly statements of account will provide
participants a record of each transaction.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
By participating in the Plan, each participant designates American
Securities Transfer & Trust, Inc., as his or her Plan Administrator under the
Plan. American Securities Transfer &
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Trust, Inc., will administer the Plan, purchase shares of Common Stock as Plan
Administrator for participants in the Plan, keep records, send statements of
account to participants, and perform other duties relating to the Plan. Shares
of Common Stock purchased under the Plan will be registered in the name of the
Plan Administrator (or its nominee) and held by the Plan Administrator for each
participant in the Plan.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
Only holders of record of at least 300 shares of Common Stock and who
agree to credit at least 300 shares of Common Stock to his or her account under
the Plan) are eligible to participate in the Plan. An eligible shareholder can
elect to participate only with respect to shares registered in his or her own
name. Owners of Common Stock whose shares are registered in names other than
their own (e.g., broker, bank nominee) must first become holders of record by
having those shares transferred into their own names to participate in the Plan
with respect to such shares.
5. HOW DOES AN ELIGIBLE SHAREHOLDER JOIN THE PLAN?
To join the Plan, an eligible shareholder must properly complete an
Authorization Card and return it to the Plan Administrator.
An eligible shareholder may participate in the dividend reinvestment
portion of the Plan to the extent of all Common Stock registered in his or her
name, and he or she may also make optional cash payments. On the other hand, an
eligible shareholder may participate in the optional cash payment portion only,
without participating in the dividend reinvestment portion of the Plan.
An Authorization Card may be obtained at any time by written request
to the Plan Administrator or by calling them at (303) 234-5300.
6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card allows an eligible shareholder to indicate how
he or she wishes to participate in the Plan. By checking the "Dividend
Reinvestment and Optional Cash Payments" box on the authorization Card,
dividends on all shares of Common Stock registered in an eligible shareholder's
name will be reinvested in additional shares of Common Stock, and he or she will
also be entitled to invest optional cash payments in additional shares.
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If an eligible shareholder checks the "Optional Cash Payments Only" box on the
Authorization Card, dividends on shares registered in his or her name will be
paid to the participant as usual, and any optional payments delivered to the
Plan Administrator will be invested in additional Common Stock. Dividends on
all shares purchased with optional cash payments will be credited to his or her
account under the Plan.
Shareholders who do not participate in the Plan will receive cash
dividends, as declared, by check as usual.
7. WHEN MAY A SHAREHOLDER JOIN THE PLAN?
An eligible shareholder may join the Plan at any time. If an
Authorization Card specifying "Dividend Reinvestment and Optional Cash Payments"
is properly completed and received by the Plan Administrator prior to the record
date of the payment of a particular dividend, then reinvestment of the
designated dividends will commence with that dividend payment. Otherwise,
participation will begin with the following dividend payment. Dividend Payment
Dates (which are "Investment Dates" for reinvested dividends) normally are the
third Wednesday of the last month of each calendar quarter.
Optional cash payments may be made at any time after an eligible
shareholder has returned a properly completed Authorization Card to the Plan
Administrator. Although optional cash payments may be made at various times,
they are invested only once a calendar quarter usually on the "Investment Date,"
normally the third Wednesday of the last month of each calendar quarter. (See
Questions 11 through 15 for information concerning the investment of optional
cash payments.)
COSTS
8. ARE THERE ANY COSTS TO PARTICIPANTS IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
No. All costs of administration of the Plan will be paid by the
Company except brokerage commissions, service charges, and transfer tax, if any,
in connection with participant's withdrawal from the Plan. (See Question 21.)
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PURCHASES
9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
If an eligible shareholder becomes a participant in the Plan, the
number of shares which will be purchased for his or her account depends on the
amount of the participant's dividend, the amount of optional cash payments, and
the market price of the shares of Common Stock on the date of the purchase.
Accordingly, a participant cannot purchase a previously specified number of
shares. A participant's account will be credited with the number of shares,
including fractions, equal to the total amount invested divided by the purchase
price per share.
10. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES OF COMMON
STOCK PURCHASED UNDER THE PLAN?
Certificates for whole shares of Common Stock purchased under the Plan
will not be automatically issued but will be issued only upon a participant's
written request to the Plan Administrator. A participant will be charged $25 by
the Plan Administrator for each issuance to him or her of certificates under the
Plan. (See Question 18 for instructions on certificate issuance and Questions
19, 20, and 21 for information on termination of participation in the Plan.)
OPTIONAL CASH PAYMENTS
11. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?
Shareholders of record of Common Stock who are participants in the
Plan or who have submitted a properly completed Authorization Card and are the
holders of at least 300 shares of Common Stock are eligible to make optional
cash payments at any time.
An initial optional cash payment of not less than $100 or more than
$30,000 may be made when enrolling in the Plan by enclosing a check or money
order with the properly completed Authorization Card. Checks or money orders
should be made payable to American Securities Transfer & Trust, Inc., and mailed
with the Authorization Card. Thereafter, optional cash payments may be made at
any time by sending them to American Securities Transfer & Trust, Inc.
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12. WHEN WILL DIVIDENDS AND/OR OPTIONAL CASH PAYMENTS BE INVESTED?
Dividends will be reinvested in additional Common Stock on the
dividend payment dates (also Investment Dates), normally the third Wednesday of
the last month of each calendar quarter, or as soon as practicable thereafter.
Optional cash payments will be invested in additional Common Stock on the
Investment Date or as soon as practicable thereafter. Shares purchased will be
credited to a participant's account on the first business day following the
Investment Date. Optional cash payments received on or before the business day
preceding an Investment Date will be invested on that Investment Date. Optional
cash payments received on or after an Investment Date will be held by the Plan
Administrator until the next Investment Date. Although optional cash payments
may be made at any time, the Company recommends that they be sent to be received
shortly before an Investment Date, since no interest will be paid on those
payments. (See Question 15 for information on when dividends will be paid on
shares purchased with optional cash payments.)
13. WHAT WILL BE THE PRICE OF COMMON STOCK PURCHASED UNDER THE PLAN?
The Plan Administrator may commingle participants' funds (dividends
and/or optional cash payments) with those of other participants participating in
the Plan. The price at which shares shall be deemed to have been acquired will
be the closing price as reported on the NASDAQ National Market System for a
share of common stock on the day preceding the relevant Investment Date. The
Plan Administrator shall have no responsibility as to the market value of shares
acquired for participants' accounts.
14. ARE THERE ANY LIMITATIONS ON OPTIONAL CASH PAYMENTS?
Optional cash payments may be made at any time but may not be less
than $100 per payment or more than $30,000 total per calendar quarter.
Accordingly, if payments in excess of $30,000 per calendar quarter are remitted
by a participant, the Plan Administrator will invest $30,000 in additional
shares and return the excess to the participant.
Since optional cash payments are entirely voluntary, the same amount
of money need not be sent each quarter, and there is no obligation to make
optional cash payments on a regular basis. Optional cash payments must be
received in United States dollars.
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15. HOW WILL DIVIDENDS PAID ON SHARES PURCHASED THROUGH OPTIONAL
CASH PAYMENTS BE HANDLED?
Cash dividends will continue to be paid, as declared, on all Common
Stock registered in the participant's name. Dividends on all shares purchased
with optional cash payments and credited to his or her account in the Plan will
be reinvested in additional shares.
Shares purchased with optional cash payments invested on an Investment
Date which corresponds to a Dividend Payment Date, usually the third Wednesday
of the last month of each calendar quarter, will not receive the dividend paid
on that Investment Date. This is because the investment will be made after the
record date for the dividend payment made on that Investment Date.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Soon after investment of dividends and/or optional cash payments,
participants will receive a statement indicating the amount of dividend and/or
cash payments, the purchase price, the number of shares purchased, and the total
number of shares in their accounts. These statements should be retained for tax
purposes. In addition, each participant will receive copies of the Company's
annual and quarterly reports to shareholders and proxy statements. As soon as
practicable after the last purchase in each calendar year and not later than the
succeeding January 31, a participant will receive a Form 1099 showing the amount
of dividends paid during the calendar year. All dividends paid will be reported
to the Internal Revenue Service.
DIVIDENDS
17. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN
THEIR ACCOUNTS UNDER THE PLAN?
Yes. On the Dividend Payment Date, the Plan Administrator will credit
the dividends attributable to outstanding full and fractional shares held in the
Plan for the participant's account as of the dividend record date and will
reinvest the dividends in additional Common Stock as soon as practicable.
Accordingly, participants in the dividend reinvestment portion of the Plan will
not receive dividend checks with respect to participating shares. On the other
hand, shareholders whose participation is limited to optional cash payments will
receive dividend checks on shares registered in their names, but dividends on
all shares credited to their accounts under the Plan will be reinvested in
additional Common Stock.
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ISSUANCE OF CERTIFICATES
18. HOW MAY A PARTICIPANT OBTAIN CERTIFICATES FOR SHARES PURCHASED
UNDER THE PLAN?
A participant who has purchased Common Stock under the Plan may obtain
certificates for any number of whole shares in his or her Plan account at any
time by notifying the Plan Administrator in writing to that effect. This notice
should be mailed to American Securities Transfer & Trust, Inc., 938 Quail
Street, Suite 101, Lakewood, Colorado 80215-5513, Attention: Plan Administrator.
Certificates for whole shares of stock will be issued to the participant, but
certificates for fractional shares will not be issued. Any shares remaining in
the participant's account will continue to be credited to that account, and
dividends paid with respect thereto will be reinvested in additional shares
until participation in the Plan is terminated. (See Questions 19, 20, and 21
for information on termination of participation and liquidation of fractional
shares.)
TERMINATION BY THE PLAN ADMINISTRATOR
19. MAY THE PLAN ADMINISTRATOR TERMINATE A PARTICIPANT'S
PARTICIPATION IN THE PLAN?
Yes. If a participant becomes a holder of record of less than 300
shares of Common Stock, the Plan Administrator will terminate that participant's
participation in the Plan by giving written notice of termination to all persons
for whom the account is carried. After termination, all dividends will be paid
to the participant in cash unless he or she re-enrolls in the Plan.
TERMINATION BY A PARTICIPANT
20. HOW DOES A PARTICIPANT TERMINATE HIS OR HER PARTICIPATION IN
THE PLAN?
A participant may terminate participation in the Plan before any
record payment date by giving written notice of termination signed by all
persons for whom the account is carried and directed to the Plan Administrator.
Any notice received too late to process before the record date will not become
effective until after dividends paid on the payment date have been credited to
the participant's account and invested as provided in the Plan. After
termination, all dividends will be paid to the participant in cash unless he or
she re-enrolls in the Plan, which he or she may do at any time.
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TERMINATION
21. WHAT HAPPENS TO THE SHARES HELD IN THE PLAN UPON TERMINATION OF
A PARTICIPANT OF PARTICIPATION IN THE PLAN?
Upon termination, a participant may elect to receive either Common
Stock or cash for all full shares in his or her account. If the participant
elects cash, the Plan Administrator will sell the Common Stock and send the
proceeds to the participant, net of any applicable brokerage commissions,
transfer taxes, and a termination fee of $25 payable to the Plan Administrator.
If no election is made in connection with the termination, a certificate for the
total number of whole shares held in the account will be issued to the
participant, net of the termination fee of $25 payable to the Plan
Administrator. In every case of termination, the participant's interest in
fractional shares will be adjusted in cash based on the market price of Common
Stock on the date the termination becomes effective as determined by the Plan
Administrator, and uninvested voluntary cash contributions credited to the
participant's account will be distributed in cash.
OTHER INFORMATION
22. WHAT HAPPENS IF THE COMPANY ISSUES A STOCK DIVIDEND OR DECLARES
A STOCK SPLIT?
Any stock dividend or shares resulting from stock splits with respect
to shares, both full and fractional, credited to participants' accounts will be
added to their accounts. Stock dividends or stock splits distributed on Common
Stock registered in the name of the participant will be mailed directly to the
participant in the same manner as to shareholders who are not participating in
the Plan.
23. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT A MEETING OF
SHAREHOLDERS?
All shares credited to a participant's account under the Plan will be
voted as he or she directs. If, on the record date for a meeting of
shareholders, the shares are credited to a participant's account under the Plan,
he or she will be sent the proxy material for the meeting. When a participant
returns an executed proxy in a timely manner, it will be voted with respect to
all whole shares credited to a participant under the Plan (excluding any
fractional share). Or, if a participant elects, he or she may vote all whole
shares in person at the shareholders' meeting.
24. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION
IN THE PLAN?
Dividends, even though reinvested and not actually received by the
participant but instead used to purchase shares for the participant's account,
are taxable just as though they had been received directly by the participant.
Each statement of account will show the amount of dividends paid and reinvested,
shares purchased, and the price per share to be used in determining the cost
basis of Common Stock purchased with reinvested dividends and/or cash payments
pursuant to the stock purchase provision of the Plan. The appropriate
information return will be mailed to
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each participant after year-end and will indicate the total cash dividends paid
to the participant during the year.
A participant will not realize any taxable income when he or she
receives certificates for whole shares credited to his or her account under the
Plan, either upon request for certificates for certain of these shares or upon
his or her termination of participation or termination of the Plan by the
Company. However, gain or loss may be realized by the participant when whole
shares are sold, either pursuant to the participant's request when he or she
terminates participation in the Plan or by the participant after the withdrawal
or termination. In addition, a participant who receives, upon termination of
his or her participation or termination of the Plan by the Company, a cash
adjustment for a fraction of a share credited to his or her account may realize
a gain or loss with respect to that fraction. The amount of any gain or loss
would be the difference between the amount the participant receives for his or
her shares, or fraction of a share, and the cost basis therefor.
In the case of foreign shareholders who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, the Plan Administrator will invest in Common Stock an amount equal
to the dividends of the foreign participants, less the amount of tax required to
be withheld. The quarterly statements confirming purchases made for the foreign
participants will indicate the net dividend payment reinvested.
Any eligible shareholder desiring to participate in the Plan must file
a Request for Taxpayer Identification number and Certification with the Internal
Revenue Service on Form W-9 with respect to backup withholding taxes.
25. WHAT IS THE RESPONSIBILITY OF THE COMPANY UNDER THE PLAN?
Neither the Company nor the Plan Administrator will be liable for any
act done in good faith or for any good-faith omission to act, including, without
limitation, any claim of liability arising out of failure to terminate a
participant's account upon his or her death before receiving notice of the
death.
______________________________________________________________________________
NEITHER THE COMPANY NOR THE PLAN ADMINISTRATOR CAN PROVIDE ANY ASSURANCE OF A
PROFIT OR PROTECTION AGAINST LOSS ON ANY SHARES PURCHASED UNDER THE PLAN.
______________________________________________________________________________
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26. MAY THE PLAN BE CHANGED OR DISCONTINUED?
Although the Company hopes to continue the Plan indefinitely, the
Company reserves the right to suspend or terminate the Plan at any time. It
also reserves the sole right to modify the Plan without participants' approval.
Participants will be notified of any suspension, termination, or modification.
27. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence regarding the Plan should be addressed to:
American Securities Transfer & Trust, Inc.
ATTN: Plan Administrator
938 Quail Street, Suite 101
Lakewood, Colorado 80215-5513
USE OF PROCEEDS
The proceeds from the sales of Common Stock under the Plan are expected to be
used for general corporate purposes. The Company has no basis for estimating
either the number of shares of Common Stock that will ultimately be sold
pursuant to the Plan or the prices at which the shares will be sold.
EXPERTS
The consolidated financial statements of the Company and subsidiaries as of
December 31, 1995 and 1994, and for each of the years in the three-year period
ended December 31, 1995, incorporated by reference herein, have been
incorporated herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of that firm as experts in accounting and auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of Common stock offered hereby,
upon their issuance or sale under the terms of the Plan, shall be validly
issued, fully paid, and non-assessable, has been rendered by the firm of Hinkle,
Cox, Eaton, Coffield & Hensley.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration Fee $ 517.24
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Accounting Fees and Expenses 5,000*
-----------
Legal Fees 5,000*
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Printing expense 4,000*
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Miscellaneous 2,000*
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Total $ 16,517.24
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*Estimates
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 53-11-4.1 of the New Mexico Business Corporation Act (the "NMBCA")
empowers a corporation to indemnify any officer or director against judgments,
penalties, fines, settlements, and reasonable expenses actually incurred by the
person in connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, if the
person acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to a criminal
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
This section empowers a corporation to maintain insurance or furnish similar
protection, including, but not limited to, providing a trust fund, a letter of
credit, or self-insurance, on behalf of any officer or director against any
liability asserted against him or her in such capacity whether or not the
corporation would have the power to indemnify the person against such liability
under this section.
The indemnification authorized by Section 53-11-4.1 is not exclusive of any
other rights to which an officer or director may be entitled under the Articles
of Incorporation, the Bylaws, an agreement, a resolution of shareholders or
directors, or otherwise.
The Company's Bylaws provide that the Company shall, to the full extent
permitted by NMBCA, indemnify all directors and officers of the Company. In
addition, the Company's Articles of Incorporation contain a provision
eliminating the personal liability of directors to the Company or its
shareholders for monetary damages arising out of a breach of fiduciary duty in
certain circumstances. Under the NMBCA, this provision eliminates the liability
of a director for breach of fiduciary duty but does not eliminate the personal
liability of any director based upon breach of the duty of loyalty or duty of
care to the Company or its shareholders, acts, or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, any
violation of Section 53-11-46 of the NMBCA (relating to the declaration of
dividends and the purchase or redemption of shares in violation of the NMBCA),
or any transaction from which the director derived an improver personal benefit.
In addition, the Company's Articles of Incorporation provide that to the
fullest extent now or hereafter permitted by the NMBCA, the Company's directors
will not be liable to the Company or its shareholders for monetary damages for
breach of their fiduciary duties as directors unless the director has breached
or failed to perform the duties of the director's office in compliance with
Subsection 53-11-35(B) of the NMBCA (duty
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<PAGE>
of care) and the breach or failure to perform constitutes negligence, willful
misconduct, or recklessness in the case of a director who either has an
ownership interest in the Company or receives compensation of more than $2,000
from the Company in any calendar year, or willful misconduct or recklessness in
the case of a director who does not have an ownership interest in the Company
and does not receive compensation of more than $2,000 in any calendar year.
The Company's Bylaws provide that the Company will indemnify all directors,
officers, and employees of the Company to the fullest extent now permitted by
the NMBCA. Under these provisions, any director, officer, or employee who is
made a party to any suit or proceeding will be indemnified if (i) he or she
acted in good faith and in a manner he or she reasonably believed to be in the
best interests of the Company, (ii) with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful, and (iii) in all
other cases, that his or her conduct was at least not opposed to the best
interests of the Company. The NMBCA further provides that such indemnification
is not exclusive of any other rights to which these persons may be entitled
under the Articles of Incorporation, the Bylaws, an agreement, a resolution of
shareholders or directors, or otherwise that are not inconsistent with the
NMBCA. Pursuant to the Bylaws and the NMBCA, the Company cannot indemnify a
director in connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company, or in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in his official capacity, in which he or she is adjudged
liable on the basis that he or she improperly received personal benefit.
All actions taken and all interpretations and determinations made in good
faith by the Committee appointed by the Company's Board of Directors to
administer the Employee Savings Plan shall be final and binding upon all
participants, the Company, and all other interested persons. No member of the
Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Employee Savings Plan, and
all members of the Committee shall, in addition to their rights as directors, be
fully protected by the Company with respect to any such action, determination,
or interpretation.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit
Number Exhibit
- - ------- -------
4(a) Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on Form
SB-2, Registration No. 33-68166, declared effective November 3, 1993).
4(b) Bylaws of the Registrant (incorporated by Reference to Exhibit 3.2 to
Registrant's Registration Statement on Form SB-2, Registration No. 33-
68166, declared effective November 3, 1993).
5(a) Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P., counsel for
the Company.
23(a) Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P. (included in
Exhibit 5).
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<PAGE>
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
24 Powers of Attorney (included on the signature page of this Registration
Statement - page 16).
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
those securities at that time shall be deemed to the initial bona fide
offering thereof.
(b) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the registrants
payment of expenses incurred or paid by its director, officer, or
controlling person in the successful defense of any action, suit or
proceeding) is asserted by a director, officer, or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether its indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of the issue.
SIGNATURES
The Registrant
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Albuquerque, New Mexico, on December 12, 1996.
FIRST STATE BANCORPORATION
By: Michael R. Stanford
------------------------------------
Michael R. Stanford, President
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<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute, and
appoint H. Patrick Dee and Michael R. Stanford, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver, and file with the Securities and Exchange
Commission, for and on his behalf, and in any and all capacities, any and all
amendments (including post-effective amendments) to this Registration Statement
with all exhibits thereto and other documents in connection therewith, granting
unto the attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that the attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.
Pursuant to the Securities Act of 1933, this Registration Statement on Form
S-3 has been signed below by the following persons in the capacities and on the
date indicated.
Signatures Title Date
- - ------------------------ ----------------------------- -----------------
Michael R. Stanford President, Chief Executive December 12, 1996
- - ------------------------ Officer, and a Director
Michael R. Stanford (Principal Executive Officer)
Eloy A. Jeantete Chairman of the Board and a December 12, 1996
- - ------------------------ Director
Eloy A. Jeantete
Leonard J. DeLayo, Jr. Director December 12, 1996
- - ------------------------
Leonard J. DeLayo, Jr.
Bradford M. Johnson Director December 12, 1996
- - ------------------------
Bradford M. Johnson
Sherman McCorkle Director December 12, 1996
- - ------------------------
Sherman McCorkle
Douglas M. Smith, M.D. Director December 12, 1996
- - ------------------------
Douglas M. Smith, M.D.
Herman N. Wisenteiner Director December 12, 1996
- - ------------------------
Herman N. Wisenteiner
Manuel Lujan, Jr. Director December 12, 1996
- - ------------------------
Manuel Lujan, Jr.
H. Patrick Dee Secretary, Treasurer, and December 12, 1996
- - ------------------------ a Director
H. Patrick Dee
Brian C. Reinhardt Chief Financial Officer December 12, 1996
- - ------------------------
Brian C. Reinhardt
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Page
- - ------- ------- ------------
4(a) Restated Articles of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to Registrant's Registration Statement on
Form SB-2, Registration No. 33-68166, declared effective November 3,
1993).
4(b) Bylaws of the Registrant (incorporated by Reference to Exhibit 3.2 to
Registrant's Registration Statement on Form SB-2, Registration
No. 33-68166, declared effective November 3, 1993).
5(a) Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P., counsel for
the Company.
23(a) Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P. (included in
Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
24 Powers of Attorney (included on the signature page of this
Registration Statement - Page 16.)
Exhibit 23(b)
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December 10, 1996 Exhibit 5(a)
First State Bancorporation
111 Lomas N.W.
Albuquerque, New Mexico 87102
Re: First State Bancorporation-Registration Statement on Form S-3
Registering 100,000 Shares of Common Stock, No Par Value
Ladies and Gentlemen:
We are acting as special counsel for First State Bancorporation, a New
Mexico corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended, pursuant to a Registration Statement on
Form S-3 of 100,000 shares of Common Stock, no par value, of the Company (the
"Shares"), being sold pursuant to the Dividend Reinvestment and Cash Payment
Plan for Shareholders of First State Bancorporation (the "Plan").
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of documents, corporate records, and
other instruments as we have deemed necessary or advisable to render this
opinion.
On the basis of the foregoing, we are of the opinion that the Shares have
been duly authorized; and, when certificates therefor have been duly executed
and delivered pursuant to the Plan and payment made for the Shares, the Shares
will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5(a) to the
aforesaid Registration Statement and to the inclusion of the statements with
respect to us under the caption "Legal Matters" in the Prospectus forming a part
thereof.
Very truly yours,
Hinkle, Cox Eaton, Coffield
& Hensley
<PAGE>
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
First State Bancorporation:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
December 12, 1996
