S-8 1 ds8.txt S-8 ADDITIONAL SHARES As filed with the Securities and Exchange Commission on February 21, 2002 Registration No. __________________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993 FIRST STATE BANCORPORATION (Exact name of Registrant as Specified in its Charter) New Mexico 85-0366665 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 7900 Jefferson, N.E. Albuquerque, New Mexico 87109 (505) 241-7500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) FIRST STATE BANCORPORATION 1993 STOCK OPTION PLAN (Full title of the Plan) Michael R. Stanford, President 7900 Jefferson, N.E. Albuquerque, New Mexico 87109 (505) 262-7500 (Name, address, and telephone number, including area code, of agent for service) ----------------- With copies to Marshall G. Martin, Esq. Jeffrey W. Hellberg, Esq. Hinkle, Hensley, Shanor & Martin, L.L.P. Hinkle, Hensley, Shanor & Martin,L.L.P. 500 Marquette, N.W., Suite 1300 1700 Bank One Center Albuquerque, New Mexico 87102 Amarillo, Texas 79101 (505) 768-1500 (806) 372-5569
-------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------------------------------------------- Proposed Proposed Amount Title of Securities Amount to be Maximum Maximum Of to be Registered Registered Offering Aggregate Registration Price Per Offering Price Fee Share -------------------------------------------------------------------------------------------------------------------- Common Stock, No Par Value 130,000(1) $22.00(2) $2,860,000(2) $263.12 --------------------------------------------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of Common Stock stated above, options and other rights to purchase or acquire the shares of Common Stock covered by the Prospectus and, pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of shares, options and rights which by reason of certain events specified in the First State Bancorporation 1993 Stock Option Plan, as amended (the "Plan"), may become subject to the Plan. (2) Estimated solely to calculate the registration fee pursuant to Rule 457(h) based upon the average of the high and low sale price of the Company's Common Stock on February 20, 2002, as quoted on the Nasdaq National Market. The Exhibit Index for this Registration Statement is on page 3. PURPOSE OF REGISTRATION STATEMENT The purpose of this Registration Statement on Form S-8 is to register an additional 130,000 shares of Common Stock, no par value per share (the "Common Stock"), of First State Bancorporation, a New Mexico corporation (the "Registrant"), for issuance under the First State Bancorporation 1993 Stock Option Plan, as amended (the "Plan"), and, pursuant to Rule 416, any additional shares of Common Stock that may become available under the Plan in connection with stock dividends, stock splits, or similar transactions affecting the Common Stock generally. The Plan was also amended to prohibit any reduction in the exercise price (repricing) of previously fixed stock option awards granted under the Plan. Pursuant to General Instruction E of Form S-8 with respect to the registration of additional securities the contents of the Registrant's Registration Statement on Form S-8, No. 333-92795, are incorporated hereby reference. SIGNATURES The Registrant. Pursuant to the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Albuquerque, New Mexico, on February 20, 2002. FIRST STATE BANCORPORATION By: Michael R. Stanford -------------------------------- Michael R. Stanford, President POWER OF ATTORNEY Each person whose signature appears below does hereby make, constitute, and appoint H. Patrick Dee and Brian C. Reinhardt, 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 on Form S-8 with all exhibits thereto and other documents in connection therewith, granting unto his attorney-in-fact and agent full power and authority to do and perform every act and thing 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 his attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the date indicated. 1
Signatures Title Date ---------- ----- ---- Michael R. Stanford President, Chief Executive February 20, 2002 ----------------------------- Officer, and a Director Michael R. Stanford (Principal Executive Officer) H. Patrick Dee Executive Vice President, February 20, 2002 ----------------------------- Secretary, Treasurer, and H. Patrick Dee Chief Operating Officer, and a Director Brian C. Reinhardt Executive Vice President and February 20, 2002 ----------------------------- Chief Financial Officer (Principal Brian C. Reinhardt Financial and Accounting Officer) Leonard J. DeLayo, Jr. Chairman of the Board and a February 20, 2002 ----------------------------- Director Leonard J. DeLayo, Jr. Eloy A. Jeantete Director February 20, 2002 ----------------------------- Eloy A. Jeantete Bradford M. Johnson Director February 20, 2002 ----------------------------- Bradford M. Johnson Marshall G. Martin Director February 20, 2002 ----------------------------- Marshall G. Martin Kevin L. Reid Director February 20, 2002 ----------------------------- Kevin L. Reid Douglas M. Smith, M.D. Director February 20, 2002 ----------------------------- Douglas M. Smith, M.D. Herman N. Wisenteiner Director February 20, 2002 ----------------------------- Herman N. Wisenteiner
2 INDEX TO EXHIBITS Number Description of Exhibits 4.1 Restated Articles of Incorporation of First State Bancorporation. (1) 4.2 Articles of Amendment to the Restated Articles of Incorporation of First State Bancorporation. (3) 4.3 Bylaws of First State Bancorporation. (3) 4.4 Shareholder Protection Rights Agreement dated October 25, 1996. (2) 4.5 1993 Stock Option Plan of the Company, as amended. (4) 5.0 Opinion of Hinkle, Hensley, Shanor & Martin, L.L.P., relating to the legality of the Common Stock. (4) 23.1 Consent of Hinkle, Hensley, Shanor & Martin, L.L.P.(included in Exhibit 5.0). (4) 23.2 Consent of KPMG LLP. (4) -------------------------------------- (1) Incorporated by reference from the Company's Registration Statement on Form S-2, Commission File No. 333-24417, declared effective April 25, 1997. (2) Incorporated by reference from the Company's Form 10-QSB for the quarter ended September 30, 1996. (3) Incorporated by reference from the Company's 10-KSB for the year ended December 31, 1997. (4) Filed Herewith. 3