As filed with the Securities and Exchange Commission on September 24, 1998
Registration No. 333-26583
--------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-3
TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------------------------------------------
INTERVEST BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
------------------------------------------------------
DELAWARE 13-3699013
(State or other juris- (I.R.S. Employer
diction of incorporation identification No.)
or organization)
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212) 757-7300
--------------
(Address, including zip code,
and telephone number,
including area code,
of registrant's principal
executive offices)
------------------
Lawrence G. Bergman, Vice President
Intervest Bancshares Corporation
10 Rockefeller Plaza (Suite 1015)
New York, New York 10020-1903
(212) 757-7300
--------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copy to:
Thomas E. Willett, Esq.
Harris Beach & Wilcox, LLP
130 East Main Street
Rochester, New York 14604
(716) 232-4440
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON
AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
<PAGE>
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registrations statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] 333-26583
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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),
SHALL DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 23, 1998
INTERVEST BANCSHARES CORPORATION
(A Bank Holding Company for Intervest Bank)
The securities offered hereby consist of warrants related to 883,665 shares of
Class A Common Stock issued by Intervest Bancshares Corporation (the "Company"),
a warrant related to the purchase of 150,000 shares of Class B Common Stock
(collectively the "Warrants"), and 883,665 shares of Class A Common Stock, par
value $1.00 per share (the "Class A Common Stock") and 150,000 shares of Class B
Common Stock, par value $1.00 per share (the "Class B Common Stock") issuable
upon exercise of the Warrants. These Warrants and the shares of Class A or Class
B Common Stock acquired upon exercise of the Warrants may be offered or sold,
from time to time, for the account of the holders of such Warrants (the "Selling
Warrantholders"). See "Selling Warrantholders." The Company will not receive any
of the proceeds from the sale of the Warrants or the shares by the Selling
Warrantholders.
The Selling Warrantholders may from time to time sell the shares covered by this
Prospectus on the Nasdaq SmallCap Market in ordinary brokerage transactions, in
negotiated transactions, or otherwise, at market prices prevailing at the time
of sale or at negotiated prices. See "Plan of Distribution." The Common Stock is
traded on the Nasdaq SmallCap Market under the symbol IBCA. On September 16,
1998, the last reported sale price on the Nasdaq SmallCap Market was $9.25.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS, ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1998.
1
<PAGE>
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 and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission pursuant to the informational
requirements of the Exchange Act may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and at Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such materials also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. In addition, the Company is required to file electronic versions of these
documents with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system. The Commission maintains a
World Wide Web site at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Common Stock of the Company is traded on
the Nasdaq SmallCap Market. Reports and other information concerning the Company
may be inspected at the National Association of Securities Dealers, Inc., 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the shares of Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and the
exhibits and schedules thereto, as certain items are omitted in accordance with
the rules and regulations of the Commission. For further information pertaining
to the Company and the shares of Common Stock offered hereby, reference is made
to such Registration Statement and the exhibits and schedules thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of which may be obtained from the
Commission at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.
(2) The description of the Company's common stock contained in the
Company's registration statement on Form 8-A, which became
effective on October 24, 1997.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
prior to the termination of the offering of the Common Stock registered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon written or oral request of such person, a copy of any or all
of the foregoing documents incorporated by reference into this Prospectus
(without exhibits to such documents other than exhibits specifically
incorporated by reference into such documents). Requests for such copies should
be directed to the Secretary of the Company, 10 Rockefeller Plaza, (Suite 1015),
New York, New York 10020; telephone (212) 757-7300.
2
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
THE COMPANY
The Company's executive offices are located at 10 Rockefeller Plaza, (Suite
1015), New York, New York 10020, (telephone (212) 757-7300). The Company is a
Bank Holding company incorporated under the laws of the State of Delaware whose
only subsidiary is Intervest Bank (the "Bank"), a Florida chartered bank which
is a member of the Federal Reserve System. The Company owns approximately 99% of
the issued and outstanding shares of the Bank. The Bank is a community-oriented,
full service, commercial bank serving the Clearwater area of the State of
Florida.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of Warrants or Common
Stock by the Selling Stockholders.
SELLING WARRANT HOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Company's Warrants by Selling Warrant Holders, and
as adjusted to reflect the sale of Warrants offered hereby. While none of the
Selling Warrant Holders has indicated any intention to offer or sell Warrants,
such Warrants may be offered or sold, from time to time, for the account of such
holders. Except as indicated in the footnotes to the table, the Selling Warrant
holders have not held any position or had any other material relationship with
the Company within the past three years.
<TABLE>
<CAPTION>
Warrants to Purchase Class A Common Stock
-----------------------------------------
Beneficially Owned Offered Beneficially Owned
Prior to Offering Hereby After Offering
------------------------ ------ -------------------------
# of % of # of # of % of
Name Shares Outstanding Shares Shares Outstanding
- ---- ------ ----------- ------ ------ -----------
<S> <C> <C> <C> <C> <C>
Karen E. Armentrout(3) 1,500 * 1,500 0 ---
Linda M. Backer(3) 2,250 * 1,500 750 *
Wanda D. Bailey(3) 2,250 * 1,500 750 *
Wendy H. Belanger(3) 1,500 * 1,500 0 ---
Mary C. Belmonte(3) 2,250 * 1,500 750 *
Maureen S. Benner(3) 1,500 * 1,500 0 ---
Lawrence G. Bergman(1)(2) 82,500 5.4% 52,500 30,000 2.0%
Dana D. Bosson(3) 450 * 450 0 ---
Gloria E. Brady(3) 1,500 * 1,500 0 ---
Stephen M. Bragin(2) 22,500 1.5% 15,000 7,500 *
3
<PAGE>
Warrants to Purchase Class A Common Stock
-----------------------------------------
Beneficially Owned Offered Beneficially Owned
Prior to Offering Hereby After Offering
------------------------ ------ -------------------------
# of % of # of # of % of
Name Shares Outstanding Shares Shares Outstanding
- ---- ------ ----------- ------ ------ -----------
<S> <C> <C> <C> <C> <C>
Michael A. Callen(1) 33,750 2.2% 15,000 18,750 *
Pamela K. Carlyle(3) 450 * 450 0 ---
Robert J. Carroll(2) 22,500 1.5% 15,000 7,500
Gail M. Chamberlain(3) 450 * 450 0 ---
Petra H. Coover(2) 12,750 * 9,000 3,750
Jerome Dansker(1)(2)(4) 553,965 36.2% 538,965 15,000 *
Lowell S. Dansker(1)(2) 82,500 5.4% 52,500 30,000 2.0%
David M. Egbert(2) 22,500 1.5% 15,000 7,500 *
Amy J. Fahy(3) 450 * 450 0 ---
Sharon J. Falk 750 * 750 0 ---
Christopher J. Galati 750 * 750 0 ---
Milton F. Gidge(1) 22,500 1.5% 15,000 7,500 *
Wanda L. Glennon(3) 450 * 450 0 ---
Margaret P. Hedgepeth(3) 1,500 * 1,500 0 ---
Russell A. Kimball(2) 7,500 * 7,500 0 ---
Barbara A. Knapp(3) 2,250 * 1,500 750 ---
Mark W. Maconi(2) 22,500 1.5% 15,000 7,500 *
Debra K. Mason(3) 2,250 * 1,500 750 *
Linda H. Nash Trustee 4,500 * 4,500 0 ---
Linda H. Nash 3,000 * 3,000 0 ---
Mary F. Nonnemacher(3) 2,250 * 1,500 750 *
Lawrence W. Nortrup(2) 26,250 1.7% 15,000 11,250 *
Nancy S. Norwood 22,500 1.5% 11,250 11,250 *
Keith A. Olson(2) 45,000 2.9% 30,000 15,000 *
Diane S. Rathburn(3) 2,250 * 1,500 750 *
Patricia A. Reinoehl(3) 2,250 * 1,500 750 *
Susan H. Roy 7,500 * 7,500 0 ---
Roxanne L. Souder(3) 450 * 450 0 ---
Linda A. Ventura(3) 2,250 * 1,500 750 *
Linda W. Waldron(3) 1,500 * 1,500 0 ---
Marti J. Warren(2) 3,750 * 3,750 0 ---
David J. Willmott(1) 52,500 34.3% 15,000 37,500 2.5%
Wesley T. Wood(1) 60,000 39.2% 15,000 45,000 2.9%
Sue J. Worley(3) 1,500 * 1,500 0 ---
</TABLE>
- -----------------------------------
*Less than 1%
(1) Director or Officer of the Company
(2) Director or Officer of the Bank
(3) Employee of the Bank
(4) Mr. Dansker is also the holder of a Warrant related to 150,000 shares
of Class B Common Stock, constituting the only issued and outstanding
Warrant for Class B Common Stock, and that Warrant may also be offered
or sold.
PLAN OF DISTRIBUTION
With respect to the Warrants held by the Selling Warrantholders, such
Warrants may be offered and sold from time to time by the Selling Warrantholder.
The Selling Warrantholder will act independently of the Company in making
decisions with respect to the timing, manner and size of each sale. Such sale
may be made in negotiated transactions. In effecting sales, broker/dealers
engaged by the Selling Warrantholders may arrange for other broker/dealers to
participate. Broker/dealers will receive commissions or discounts from the
Selling Warrantholders in amounts to be negotiated immediately prior to the
sale. In the offering of the Warrants covered hereby, the Selling Warrantholders
and any broker/dealers and any other participating broker/dealers who execute
sales for the Selling Warrantholders may be deemed to be "Underwriters" within
the meaning of the Securities Act. In connection with such sales, any profits
realized by the Selling Warrantholders and the compensation of such
broker/dealer may be deemed to be underwriting discounts and commissions. In
addition, any Warrants covered by this Prospectus which qualify for sale
4
<PAGE>
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus. Of the Warrants offered by the Selling Warrantholders hereunder,
Warrants related to 694,965 shares of Class A Common Stock presently qualify for
sale pursuant to Rule 144.
The Company has advised the Selling Warrantholders that during such time as they
may be engaged in a distribution of Warrants included herein they are required
to comply with Rules 10b-6 and 10b-7 under the Exchange Act (as those Rules are
described in more detail below) and, in connection therewith, that they may not
engage in any stabilization activity in connection with the Company's
securities, are required to furnish to each broker-dealer through which Warrants
included herein may be offered copies of this Prospectus, and may not bid for or
purchase any securities of the Company or attempt to induce any person to
purchase any securities except as permitted under the Exchange Act. The Selling
Warrantholders have agreed to inform the Company when the distribution of the
shares is completed.
Rule 10b-6 under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for or purchasing, for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Rule 10b-7 governs bids and purchase made in
order to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate on the date on which all Warrants offered hereby
have been sold by the Selling Warrantholders.
LEGAL MATTERS
The validity of the Warrants offered hereby will be passed upon for the Company
by Harris Beach & Wilcox, LLP, Rochester, New York.
EXPERTS
The consolidated financial statements of the Company at December 31, 1997 and
1996 and for the years then ended, included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1997, have been audited by Hacker,
Johnson, Cohen & Grieb, PA, Tampa, Florida, independent auditors, as set forth
in their report thereon included therein and incorporated herein by reference.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
NATURE OF EXPENSE
- -----------------
SEC Registration Fee.....................................................$ 0
Legal (including Blue Sky) and Accounting Fees and Expenses .............$2,000*
Miscellaneous............................................................$1,000*
------
TOTAL $3,000*
----- ------
*Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful, provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances. The Company's Bylaws provide that the Company
shall indemnify its directors and officers to the fullest extent permitted by
the Delaware General Corporation Law.
The Company's Certificate of Incorporation also provides that no director shall
be liable to the Company or its stockholders for monetary damages for breach of
his fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law or (iv) for any transaction in which the director derived an improper
personal benefit.
The By-laws of the Company contain provisions to the effect that each director,
officer and employee of the Company shall be indemnified by the Company against
liabilities and expenses in connection with any legal proceedings to which he
may be made a party with which he may become involved or threatened by reason of
having been an officer, director or employee of the Company or of any other
organization at the request of the Company. The provisions include
indemnification with respect to matters covered by a settlement. Any such
indemnification shall be made only if the Board determines by a majority vote of
a quorum consisting of disinterested directors or by stockholders, that
indemnification is proper in the circumstances because the person seeking
indemnification has met the applicable standards of conduct. It must be
determined that the director, officer or employee acted in good faith with the
reasonable belief that his action was in or not opposed to the best interests of
the Company, and, with respect to any criminal action or proceeding, that he had
no reasonable cause to believe his conduct was unlawful.
II-1
<PAGE>
Item 16. Exhibits.
- -------- ---------
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4.1 Form of Certificate for Shares of Class A Common Stock (2)
4.2 Form of Certificate for Shares of Class B Common Stock (2)
4.3 Form of Warrant for Class A Common Stock (1)
4.4 Form of Warrant Agreement between the Company and
the Bank of New York (1)
5.1 Opinion of Harris Beach & Wilcox, LLP
24.1 Consent of Harris Beach & Wilcox, LLP is included in
the Opinion of Harris Beach & Wilcox, LLP, filed as
Exhibit 5.1
24.2 Consent of Hacker, Johnson, Cohen & Grieb
- ----------------------
1 Incorporated by reference from Amendment No. 1 to the Company's
Registration Statement on Form SB-2 (No. 333-33419), filed with the
Commission on September 22, 1997.
2 Incorporated by reference from Pre-Effective Amendment No. 1 to the
Company's Registration Statement on Form SB-2 (No. 33-82246), filed
with the Commission on September 15, 1994.
ITEM 17. UNDERTAKINGS.
The Company 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") that are incorporated by reference in this Registration
Statement.
<PAGE>
(2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at the 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 Company hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 the time shall be deemed
to be the initial BONA FIDE offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Company
pursuant to the indemnification provisions described herein, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on this form and has caused this Registration
Statement or Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on the 21st day of
September, 1998.
INTERVEST BANCSHARES CORPORATION
(Registrant)
By: /s/ Lowell S. Dansker
----------------------------
Lowell S. Dansker, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Title Date
----- ----
<S> <C> <C>
/s/Lawrence G. Bergman Vice President, September 21, 1998
- ------------------------------------- Secretary and Director
Lawrence G. Bergman
- ------------------------------------- Director September ___, 1998
Michael A. Callen
/s/Jerome Dansker Chairman of the Board, September 21, 1998
- ------------------------------------- Executive Vice President, Director
Jerome Dansker
/s/Lowell S. Dansker President, Treasurer and Director September 21, 1998
- ------------------------------------- (Principal Executive, Financial
Lowell S. Dansker and Accounting Officer)
- ------------------------------------- Director September ___, 1998
Milton F. Gidge
/s/William F. Holly
- ------------------------------------- Director September 21, 1998
William F. Holly
- ------------------------------------- Director September __, 1998
Edward J. Merz
/s/David J. Willmott
- ------------------------------------- Director September 21, 1998
David J. Willmott
/s/Wesley T. Wood
- ------------------------------------- Director September 21, 1998
Wesley T. Wood
</TABLE>
II-3
Exhibit 5.1
September 16, 1998
Intervest Bancshares Corporation
10 Rockefeller Plaza, Suite 1015
New York, New York 10020-1903
Re: Intervest Bancshares Corporation
Registration Statement on Form S-3
Gentlemen:
You have requested our opinion in connection with a Post-Effective
Amendment on Form S-3 to a Registration Statement on Form SB-2 (the
"Registration Statement") filed by Intervest Bancshares Corporation (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"), in connection with the resale of the Company's
Warrants for the purchase of up to 883,655 shares of Class A Common Stock and
50,000 shares of Class B Common Stock (the "Warrants"). The Class A Common Stock
and Class B Common Stock are herein collectively referred to as the "Common
Stock." Capitalized terms, unless otherwise defined herein, shall have the
meanings set forth in the Registration Statement.
In connection with this opinion, we have examined the Registration
Statement, the Certificate of Incorporation of the Company, the Bylaws of the
Company, Certificates of Public Officials and Officers of the Company and such
other documents and records as we have deemed necessary or appropriate for
purposes of our opinion.
Based on the foregoing, and subject to the qualifications and
assumptions referred to herein, we are of the opinion that:
a. The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
b. The Warrants constitute the legal, valid and binding obligations
of the Company.
c. When shares of Common Stock which are issuable upon exercise of the
Warrants have been issued and delivered upon any exercise of the Warrants in
accordance with the terms of the Warrants, such shares of Common Stock will be
duly and validly issued, fully paid and nonassessable.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents submitted
to us as copies, and the truth of all facts recited in all relevant documents.
The opinions set forth above are limited to the laws of the states of
Delaware and New York and the federal laws of the United States.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the prospectus included in the Registration Statement.
Very truly yours,
Harris Beach & Wilcox, LLP
By: /s/ Thomas E. Willett
---------------------
Thomas E. Willett,
Member of the Firm
Exhibit 24.2
Accountants' Consent
The Board of Directors
Intervest Bancshares Corporation
New York, New York:
We consent to the use of our report dated January 23, 1998 relating to the
consolidated balance sheets as of December 31, 1997 and 1996 and the related
consolidated statements of earnings, stockholders' equity and cash flows for the
years then ended of Intervest Bancshares Corporation and to the use of our name
under the caption of "Experts," in the Registration Statement on Form S-3 of
Intervest Bancshares Corporation.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
September 16, 1998
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