AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 2001
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SOUTHWEST BANCORPORATION OF TEXAS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0519693
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(713) 235-8800
(Address of principal executive offices)
SOUTHWEST BANCORPORATION OF TEXAS, INC.
NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN
(Full title of the plans)
R. JOHN MCWHORTER
SENIOR VICE PRESIDENT
SOUTHWEST BANCORPORATION OF TEXAS, INC.
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(Name and address of agent for service)
(713) 235-8800
(Telephone number, including area code, of agent for service)
COPIES TO:
MICHAEL P. FINCH
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE PRICE PER SHARE OFFERING PRICE REGISTRATION
REGISTERED REGISTERED(1) (2)(3) (2)(3) FEE
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Common Stock, $1.00 par value 25,000 $27.29 $682,250 $163.06
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(1) Includes an indeterminate number of additional shares which may become
issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated, solely for purposes of calculating the registration fee, in
accordance with Rule 457(h).
(3) The 25,000 shares under the Southwest Bancorporation of Texas, Inc.
Non-Employee Directors Deferred Fee Plan are valued on the basis of the
price of securities of the same class, as determined in accordance with
Rule 457(c), using the average of the high and low prices reported on
the NASDAQ National Market for the Common Stock on November 28, 2001
($27.29 per share).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Southwest Bancorporation of Texas,
Inc., a Texas corporation (the "Company"), are incorporated herein by reference
and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on March 2, 2001
(Commission File No. 000-22007);
(b) All reports the Company has filed pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since March 2, 2001; and
(c) The description of the Common Stock contained in the Company's
Prospectus dated January 27, 1997, included in the Company's
Registration Statement on Form S-1 (Commission File No.
333-16509), filed with the Commission on January 16, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the effective date of this
Registration Statement, prior to the filing of a post-effective amendment to
this Registration Statement indicating that all securities offered hereby have
been sold or deregistering all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document 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 to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company provide that, subject to
certain limitations, its officers and directors (and certain other individuals
acting on behalf of the Company) will be indemnified by the Company against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by such persons, to the fullest extent permitted under the Texas
Business Corporation Act (the "TBCA"). Generally, Article 2.02-1 of the TBCA
permits a corporation to indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person was or
is a director or officer if it is determined that such person (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interest, or (b) in other cases, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.
The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent
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not permitted by law. Texas law does not permit exculpation of liability in the
case of (i) a breach of the director's duty of loyalty to the corporation or the
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office, (iv) an
action or omission for which the liability of the director is expressly provided
by statute, or (v) an act related to an unlawful stock repurchase or dividend.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Articles of Incorporation of the Company, restated as of May 1,
2001 (incorporated by reference to Exhibit 4.1 to the Company's
Form S-8 Registration Statement No. 333-60190).
4.2 Bylaws of the Company, restated as of December 31, 1996
(incorporated by reference to Exhibit 3.2 to the Company's Form S-1
Registration Statement No. 333-16509).
*4.3 Non-Employee Directors Deferred Fee Plan.
*4.4 Form of Deferral Election Form under Non-Employee Directors
Deferred Fee Plan.
*5.1 Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
*24.1 Powers of Attorney (included on signature page).
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* Filed with this Registration Statement.
ITEM 9. UNDERTAKINGS.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii) 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;
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 Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(1) That, for the purpose of determining any liability under the 1933
Act, 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.
(2) 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.
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The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 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 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.
Insofar as indemnification for liabilities arising under the 1933 Act
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 1933 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 whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filings 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 Houston, State of Texas, on the 3rd day of
December, 2001.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: /s/ PAUL B. MURPHY, JR.
Paul B. Murphy, Jr.
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul B. Murphy, Jr., David C. Farries and
R. John McWhorter, or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for his 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 with same
with 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 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.
SIGNATURE TITLE DATE
/s/ WALTER E. JOHNSON Chairman of the Board and Director December 3, 2001
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Walter E. Johnson
/s/ PAUL B. MURPHY, JR. President and Chief Executive Officer December 3, 2001
----------------------------------- (Principal Executive Officer)
Paul B. Murphy, Jr.
/s/ DAVID C. FARRIES Executive Vice President, Treasurer and Secretary December 3, 2001
----------------------------------- (Principal Financial Officer)
David C. Farries
/s/ R. JOHN McWHORTER Senior Vice President and Controller December 3, 2001
----------------------------------- (Principal Accounting Officer)
R. John McWhorter
/s/ JOHN W. JOHNSON Director December 3, 2001
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John W. Johnson
/s/ JOHN B. BROCK, III Director December 3, 2001
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John B. Brock III
/s/ ERNEST H. COCKRELL Director December 3, 2001
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Ernest H. Cockrell
Director
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John H. Echols
Director
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J. David Heaney
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Director
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Fred R. Lummis
Director
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Andres Palandjoglou
Director
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Adolph A. Pfeffer, Jr.
/s/ WILHELMINA E. ROBERTSON Director December 3, 2001
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Wilhelmina E. Robertson
Director
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Stanley D. Stearns, Jr.
/s/ DUNCAN W. STEWART Director December 3, 2001
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Duncan W. Stewart
/s/ LANE WARD Director December 3, 2001
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Lane Ward
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Articles of Incorporation of the Company, restated as
of May 1, 2001 (incorporated by reference to Exhibit
4.1 to the Company's Form S-8 Registration Statement
No. 333-60190).
4.2 Bylaws of the Company, restated as of December 31, 1996
(incorporated by reference to Exhibit 3.2 to the
Company's Form S-1 Registration Statement No.
333-16509).
*4.3 Non-Employee Directors Deferred Fee Plan.
*4.4 Form of Deferral Election Form under Non-Employee
Directors Deferred Fee Plan.
*5.1 Opinion of Vinson & Elkins L.L.P.
*23.1 Consent of PricewaterhouseCoopers LLP.
*23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit
5.1).
*24.1 Powers of Attorney (included on signature page).
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* Filed with this Registration Statement.