-----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, EqNYjxUTY59O5TYH350xvaJTQ872j0q/mDgTJBcl77m5GMBVhO2PjHAvpiF86fgK 5UfnGb0Kx3GomFTDWfjRIQ== 0000948688-97-000011.txt : 19970530 0000948688-97-000011.hdr.sgml : 19970530 ACCESSION NUMBER: 0000948688-97-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970529 EFFECTIVENESS DATE: 19970529 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-27949 FILM NUMBER: 97615473 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 S-8 1 As filed with the Securities and Exchange Commission on _____________, 1997. Registration No. 333-________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ MidSouth Bancorp, Inc. (Exact name of registrant as specified in its charter) ______________________ Louisiana 72-1020809 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No) 102 Versailles Boulevard Lafayette, Louisiana 70501 (318) 237-8343 (Address, including zip code, and telephone number including area code, of registrant's principal executive offices) MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (Full title of the Plan) C. R. Cloutier COPY TO MidSouth Bancorp, Inc. Anthony J. Correro, III P. O. Box 3745 Correro Fishman Haygood Phelps Lafayette, Louisiana 70502 Weiss Walmsley & Casteix, L.L.P. (318) 237-8343 201 St. Charles Avenue, 47th Floor (Name, address, including zip code, New Orleans, Louisiana 70170-4700 and telephone number, including (504) 586-5253 area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered Registered Offering Price Per Aggregate Offering Registration Fee Unit Price Common Stock 150,000 Shares $13.00 $1,950,000 $590.91
Upon a stock split, stock dividend or similar transaction during the effectiveness of this Registration Statement, the number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. Calculated pursuant to Rule 457 (h) on the basis of the closing sales price of the Common Stock on the Amex on May 21, 1997. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3.Incorporation of Documents by Reference. The following documents, which have been filed by MidSouth Bancorp, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference: (a) The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996. (b) The Company's Quarterly Report on Form 10-QSB for the quarter ended March 31, 1997. (c) The description of the Common Stock set forth in Item 1 of the Company's Registration Statement on Form 8-A dated July 24, 1995. All reports filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Section 83 of the Louisiana Business Corporation Law permits a corporation to indemnify its directors and officers against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any proceeding to which he is, was, or is threatened to be made, a party if it arises out of the fact that he is or was a director, officer, employee or agent of the corporation, but no corporation may indemnify any person for willful or intentional misconduct. Section 10 of the Company's by-laws provides for mandatory indemnification for current and former directors and officers and the Company's Articles of Incorporation permit the Company to enter into contracts with its directors and officers providing for indemnification to the fullest extent permitted by law, although no such contracts have been entered into. -2- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. Item 7.Exemption from Registration Claimed. Not applicable. Item 8.Exhibits. 4.1 Amended and Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on form 10-K for the year ended December 31, 1993). 4.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed with the Commission on September 20, 1995). 4.3 Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Company's Registration Statement on Form S-4 (Reg. No. 33-58499) filed June 1, 1995). 4.4 The Company agrees to furnish to the Commission on request a copy of the instruments defining the rights of the holder of its long-term debt, which debt does not exceed 10% of the total consolidated assets of the Company. 4.5 MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (incorporated by reference to the Company's definitive proxy statement filed April 11, 1997 to which the MidSouth Bancorp, Inc. 1997 Stock Incentive Plan is attached). 5. Opinion of Correro Fishman Haygood Phelps Weiss Walmsley and Casteix, L.L.P. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Counsel (included in Exhibit 5). 24. Powers of Attorney (included on the signature page of this Registration Statement). -3- Item 9. Undertakings. (a) 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 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. (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. (b) 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 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 such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) 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 provisions described in Item 6 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. 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 court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. -4- SIGNATURES Pursuant to 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 for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on May 22, 1997. MIDSOUTH BANCORP, INC. By: /s/ C. R. Cloutier __________________________ C. R. Cloutier President, Chief Executive Officer and Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints C. R. Cloutier and Karen L. Hail, or either of them, his true and lawful attorney-in-fact and agent, 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 to file the same and all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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 said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ C. R. Cloutier President, Chief May 14, 1997 C.R. Cloutier Executive Officer and Director /s/ J. B. Hargroder Director May 14, 1997 J. B. Hargroder /s/ Milton B. Kidd, III Director May 14, 1997 Milton B. Kidd, III S-1 /s/ William M. Simmons Director May 14, 1997 William M. Simmons /s/ James R. Davis Director May 14, 1997 James R. Davis /s/ Clayton P. Hilliard Director May 14, 1997 Clayton P. Hilliard /s/ Will G. Charbonnet, Sr. Director May 14, 1997 Will G. Charbonnet, Sr. /s/ Karen L. Hail Chief Financial May 14, 1997 Karen L. Hail Officer and Director /s/ Teri S. Stelly Controller May 14, 1997 Teri S. Stelly S-2 EX-5 2 EXHIBIT 5 [LETTERHEAD OF CORRERO FISHMAN HAYGOOD PHELPS WEISS WALMSLEY & CASTEIX, L.L.P.] May 22, 1997 MidSouth Bancorp, Inc. 102 Versailles Boulevard Lafayette, LA 70501 Ladies and Gentlemen: We have acted as counsel for MidSouth Bancorp, Inc. (the "Company") in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed offering by MidSouth of 150,000 shares of MidSouth Common Stock, $.10 par value (the "Shares"), pursuant to the terms of the MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan"). As such counsel, we have examined and are familiar with the Articles of Incorporation and By-laws of the Company (each as amended to date), the minutes of the meetings of the stockholders and directors of the Company, and the corporate stock records of the Company. In addition, we have made such investigations of law and have examined such certificates of public officials and officers of the Company and such other documents and records as we have considered necessary for purposes of this opinion. We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity to original documents submitted to us as certified or photostatic copies. We also have relied upon the accuracy of the aforementioned certificates of public officials and, as to matters of fact, of officers of the Company. We have also relied on Company records and have assumed the accuracy and completeness thereof. We express no opinion as to the laws of any jurisdiction other than those of the United States of America, and the Business Corporation Law of the State of Louisiana. MidSouth Bancorp, Inc. May 22, 1997 Page 2 Based on the foregoing, it is our opinion that the Shares have been duly authorized and, when awarded in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of common stock of the Company. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Yours sincerely, /s/ Correro Fishman Haygood Phelps Weiss Walmsley & Casteix, L.L.P. EX-23 3 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of MidSouth Bancorp, Inc. on Form S-8 of our report dated February 7, 1997, appearing in the Annual Report on Form 10-KSB of MidSouth Bancorp, Inc. for the year ended December 31, 1996. /s/ Deloitte & Touche LLP Deloitte & Touche LLP New Orleans, Louisiana May 22, 1997 -----END PRIVACY-ENHANCED MESSAGE-----