AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 2002
REGISTRATION NO. 333-_____
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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) 324-2950
(Address of principal executive offices)
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SOUTHWEST BANCORPORATION OF TEXAS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
R. JOHN MCWHORTER
SENIOR VICE PRESIDENT AND CONTROLLER
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
TITLE OF AMOUNT MAXIMUM OFFERING MAXIMUM AGGREGATE
SECURITIES TO BE TO BE PRICE PER SHARE OFFERING PRICE (1) AMOUNT OF
REGISTERED REGISTERED(1) (1)(2) (2) REGISTRATION FEE
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COMMON STOCK, $1.00 PAR VALUE..... 1,500,000 $34.33 $51,495,000 $4,738
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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 1,500,000 shares under the Southwest Bancorporation of Texas, Inc.
1996 Stock Option 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 April 29, 2002 ($34.33
per share).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement on Form S-8 is to register for sale under
the Securities Act of 1933, as amended, an additional 1,500,000 shares of Common
Stock, $1.00 par value, of Southwest Bancorporation of Texas, Inc. (the
"Company") pursuant to the Company's 1996 Stock Option Plan (the "Plan").
Pursuant to General Instruction E on Form S-8, the contents of the Company's
previously filed Registration Statements on Form S-8 relating to the Plan (File
Nos. 333-21619, 333-55685 and 333-36092), including all exhibits thereto, are
incorporated herein by reference.
ITEM 8. EXHIBITS.
4.1 Amended and Restated 1996 Stock Option Plan, as
amended April 17, 2002 (incorporated by reference to
Appendix A to the registrant's Proxy Statement dated
March 15, 2002 for its 2002 Annual Meeting of
Shareholders.)
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature page).
II-1
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 6th day of May,
2002.
SOUTHWEST BANCORPORATION OF TEXAS, INC.
By: /s/ PAUL B. MURPHY, JR.
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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., Randall E. Meyer 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
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Walter E. Johnson Chairman of the Board
/s/ PAUL B. MURPHY, JR.
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Paul B. Murphy, Jr. President and Chief Executive May 6, 2002
Officer
(Principal Executive Officer)
/s/ RANDALL E. MEYER
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Randall E. Meyer Executive Vice President May 6, 2002
and Chief Financial Officer
(Principal Financial Officer)
/s/ R. JOHN MCWHORTER
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R. John McWhorter Senior Vice President and May 6, 2002
Controller
(Principal Accounting Officer)
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John W. Johnson Director
/s/ John B. Brock III
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John B. Brock III Director May 6, 2002
II-2
/s/ ERNEST H. COCKRELL
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Ernest H. Cockrell Director May 6, 2002
/s/ JOHN H. ECHOLS
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John H. Echols Director May 6, 2002
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J David Heaney Director
/s/ PAUL W. HOBBY
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Paul W. Hobby Director May 6, 2002
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Fred R. Lummis Director
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Andres Palandjoglou Director
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Adolph A. Pfeffer, Jr. Director
/s/WILHELMINA E. ROBERTSON
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Wilhelmina E. Robertson Director May 6, 2002
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Stanley D. Stearns, Jr. Director
/s/ DUNCAN W. STEWART
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Duncan W. Stewart Director May 6, 2002
/s/ LANE WARD
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Lane Ward Director May 6, 2002
II-3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated 1996 Stock Option Plan, as amended April 17, 2002
(incorporated by reference to Appendix A to the registrant's Proxy
Statement dated March 15, 2002 for its 2002 Annual Meeting of
Shareholders.)
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
24.1 Powers of Attorney (included on signature page).