-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L7p5AiwGOhrf+lEeJKdgdJlYZuPxPIXOq8uO3FteIN2IUQojaC4hpMONciNe1BxF 1gdwMuD7jz3Egu8C8dNvMw== 0001047469-99-033821.txt : 19990827 0001047469-99-033821.hdr.sgml : 19990827 ACCESSION NUMBER: 0001047469-99-033821 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METROCORP BANCSHARES INC CENTRAL INDEX KEY: 0001068300 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 760579161 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-25141 FILM NUMBER: 99700324 BUSINESS ADDRESS: STREET 1: 9600 BELLAIRE BLVD SUITE 152 CITY: HOUSTON STATE: TX ZIP: 77036 BUSINESS PHONE: 7137763876 10-K/A 1 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM 10-K/A* --------------- (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 0-25141 METROCORP BANCSHARES, INC. (Exact name of registrant as specified in its charter) TEXAS 76-0579161 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 9600 BELLAIRE BOULEVARD, SUITE 252 HOUSTON, TEXAS 77036 (Address of principal executive offices including zip code) (713) 776-3876 (Registrant's telephone number, including area code) --------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, par value $1.00 per share (Title of class) --------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ------- ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 23, 1999, the number of outstanding shares of Common Stock was 7,104,560. As of such date, the aggregate market value of the shares of Common Stock held by non-affiliates, based on the closing price of the Common Stock on the Nasdaq National Market System on such date, was approximately $52,215,475 million. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Company's Proxy Statement for the 1999 Annual Meeting of Shareholders (Part III, Items 10-13). * The Company's Form 10-K for the year ended December 31, 1998 is hereby amended to clarify the disclosures made in Part II, Item 9 and Exhibit 16.1. PART II ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Board of Directors has appointed Deloitte & Touche LLP as the independent auditors of the books and accounts of the Company for the year ending December 31, 1999. PricewaterhouseCoopers LLP served as the Company's independent audit firm during fiscal year 1998, however, on March 8, 1999, PricewaterhouseCoopers LLP was notified that they would be dismissed as independent auditors upon the issuance of their report on the Company's 1998 financial statements and their review of this Form 10-K. The decision to change accountants was recommended by the Audit Committee and was approved by the Company's Board of Directors. None of the reports of PricewaterhouseCoopers LLP for the past two years ended December 31, 1998 contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. In addition, in connection with the audits of the Company's financial statements during the two most recent fiscal years ended December 31, 1998, and the subsequent interim period through March 30, 1999, the filing date of the Form 10-K, there were no disagreements between the Company and PricewaterhouseCoopers LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make reference to the matter in their reports. In accordance with the rules of the Commission, the Company provided PricewaterhouseCoopers LLP a copy of the disclosures filed with the Commission on this Form 10-K and requested PricewaterhouseCoopers LLP to furnish it with a letter addressed to the Commission stating whether or not PricewaterhouseCoopers LLP agreed with the statements made by the Company in such filing and, if not, stating the respects in which it did not agree. A copy of this letter is attached hereto as Exhibit 16.1. Effective March 12, 1999, the Board of Directors appointed Deloitte & Touche LLP as its principal accountant to audit the Company's 1999 financial statements. During the Company's two most recent fiscal years ended December 31, 1998 and subsequent interim period prior to the engagement of Deloitte & Touche LLP, neither the Company, nor anyone on its behalf, consulted Deloitte & Touche LLP regarding (i) the application of accounting principles to a specified completed or proposed transaction or the type of opinion that Deloitte & Touche LLP might render on the Company's financial statements or (ii) any matter that was the subject of a disagreement between the Company and PricewaterhouseCoopers LLP as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event as described in Item 304(a)(1)(v). PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. EXHIBITS Each exhibit marked with an asterisk is filed with this Amendment to the Annual Report on Form 10-K/A. Exhibit Number Description - ------- ----------- 3.1 Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-62667) (the "Registration Statement")). 3.2 Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Registration Statement). 4 Specimen form of certificate evidencing the Common Stock (incorporated herein by reference to Exhibit 4 to the Registration Statement). -1- 10.1 Agreement and Plan of Reorganization by and among MetroCorp Bancshares, Inc. MC Bancshares of Delaware, Inc. and MetroBank, N.A. (incorporated herein by reference to Exhibit 10.1 to the Registration Statement). 10.2 Form of Director Stock Option Agreement (incorporated herein by reference to Exhibit 10.2 to the Registration Statement). 10.3 MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan (incorporated herein by reference to Exhibit 10.3 to the Registration Statement). 10.4 MetroCorp Bancshares, Inc. 1998 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.4 to the Registration Statement). 10.5 MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 to the Registration Statement). 10.6** First Amendment to the MetroCorp Bancshares, Inc. 1998 Employee Stock Purchase plan. 16.1* Letter of PricewaterhouseCoopers LLP regarding change in certifying accountant. 21 Subsidiaries of MetroCorp Bancshares, Inc. (incorporated herein by reference to Exhibit 21 to the Registration Statement). 27** Financial Data Schedule. - --------------- *Filed herewith. **Previously filed. -2- SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 MetroCorp Bancshares, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston and State of Texas on August 26, 1999. METROCORP BANCSHARES, INC. By: /s/ Don J. Wang -------------------------------------------- Don J. Wang Chairman of the Board, President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the indicated capacities on August 26, 1999. Signature Positions --------- --------- /s/ Don J. Wang Chairman of the Board, President and Chief - --------------------------- Executive Officer (principal executive officer) Don J. Wang /s/ Attilio F. Galli Chief Financial Officer (principal financial - --------------------------- officer and principal accounting officer) Attilio F. Galli /s/ Tommy Chen Director - --------------------------- Tommy Chen /s/ Helen F. Chen Director - --------------------------- Helen F. Chen /s/ May P. Chu Director - --------------------------- May P. Chu /s/ Jane W. Kwan Director - --------------------------- Jane W. Kwan /s/ George M. Lee Director - --------------------------- George M. Lee /s/ John Lee Director - --------------------------- John Lee -3- /s/ David Tai Director - --------------------------- David Tai /s/ Joe Ting Director - --------------------------- Joe Ting -4- EX-16.1 2 EXHIBIT 16.1 [PRICEWATERHOUSECOOPERS LLP LETTERHEAD] August 26, 1999 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: MetroCorp Bancshares, Inc. -------------------------- We have read Item 9 of MetroCorp Bancshares, Inc.'s Form 10-K/A dated August 26, 1999 and are in agreement with the statements as they pertain to PricewaterhouseCoopers LLP therein. Yours very truly, /s/ PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----