As filed with the Securities and Exchange Commission on November 3, 2004
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHWEST BANCORPORATION OF TEXAS, INC.
| Texas (State or other jurisdiction of incorporation or organization) |
76-0519693 (I.R.S Employer Identification No.) |
4400 POST OAK PARKWAY
HOUSTON, TEXAS 77027
(713) 235-8800
(Address of Principal Executive Offices)
Southwest Bancorporation of Texas, Inc.
Amended and Restated Non-Employee Directors Deferred Fee Plan
P. Allan Port
Executive Vice President, General Counsel and Secretary
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
(713) 235-8800
With Copy to:
Fulbright & Jaworski L.L.P.
Calculation of Registration Fee
| Proposed maximum | Proposed maximum | |||||||||||||||||||
| Title of securities | Amount to be | offering price per | aggregate offering | Amount of | ||||||||||||||||
| to be registered | registered (2)(3) | share (1) | price (1) | registration fee | ||||||||||||||||
Common Stock, no par value per share |
200,000 shares | $ | 23.05 | $ | 4,610,000 | $ | 584.09 | |||||||||||||
| (1) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, based on the average of the high and low sale prices of such security on November 2, 2004, as reported by The Nadsaq Stock Market, Inc. |
| (2) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
| (3) | The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of the Registrant. |
| PART II | ||||||||
| INFORMATION REQUIRED IN THE REGISTRATION STATEMENT | ||||||||
| Item 8. Exhibits. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Opinion of Fulbright & Jaworski L.L.P. | ||||||||
| Consent of PricewaterhouseCoopers LLP | ||||||||
| Powers of Attorney | ||||||||
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 200,000 shares of common stock, $1.00 par value, of Southwest Bancorporation of Texas, Inc. (the “Company”) pursuant to the Company’s Amended and Restated Non-Employee Directors Deferred Fee Plan (the “Plan”). Pursuant to General Instruction E on Form S-8, the contents of the Company’s previously filed Registration Statement on Form S-8 relating to the Plan (File No. 333-74452) is incorporated herein by reference.
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
|
— | Amendments to Bylaws of Southwest (incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 Registration Statement No. 333-118108). | ||
4.4
|
— | Form of Deferral Election Form under Non-Employee Directors Deferred Fee Plan (incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 Registration Statement No.333-74452). | ||
4.5
|
— | Southwest Bancorporation of Texas, Inc. Amended and Restated Non-Employee Directors Deferred Fee Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed March 25, 2004). | ||
5.1*
|
— | Opinion of Fulbright & Jaworski L.L.P. | ||
23.1*
|
— | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | ||
23.2*
|
— | Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). | ||
24.1*
|
— | Powers of Attorney. |
| * | Filed herewith. |
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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 Houston, Texas on November 3, 2004.
| SOUTHWEST BANCORPORATION OF TEXAS, INC. |
||||
| By: | P. ALLAN PORT | |||
| P. Allan Port | ||||
| Executive Vice President, General Counsel and Secretary | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
||
| * Walter E. Johnson |
Chairman of the Board and Director |
November 3, 2004 | ||
| * Paul B. Murphy, Jr. |
Director and Chief Executive Officer (Principal Executive Officer) |
November 3, 2004 | ||
| * Randall E. Meyer |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
November 3, 2004 | ||
| * Laurence L. Lehman III |
Senior Vice President and Controller (Principal Accounting Officer) |
November 3, 2004 | ||
| * Carin M. Barth |
Director | November 3, 2004 | ||
| * John B. Brock III |
Director | November 3, 2004 | ||
| * Ernest H. Cockrell |
Director | November 3, 2004 | ||
| * J. David Heaney |
Director | November 3, 2004 | ||
| * Paul W. Hobby |
Director | November 3, 2004 | ||
| * John W. Johnson |
Director | November 3, 2004 |
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| * Barry M. Lewis |
Director | November 3, 2004 | ||
| * Fred R. Lummis |
Director | November 3, 2004 | ||
| * Andres Palandjoglou |
Director | November 3, 2004 | ||
| * Wilhelmina E. Robertson |
Director | November 3, 2004 | ||
| * Thomas F. Soriero, Sr. |
Director | November 3, 2004 | ||
| * Stanley D. Stearns, Jr. |
Director | November 3, 2004 |
| * | By: | P. ALLAN PORT | ||
| P. Allan Port, as attorney-in-fact | ||||
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EXHIBIT INDEX
| Exhibit Number |
Description |
|||
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
|
— | Amendments to Bylaws of Southwest (incorporated by reference to Exhibit 3.3 to the Company’s Form S-4 Registration Statement No. 333-118108). | ||
4.4
|
— | Form of Deferral Election Form under Non-Employee Directors Deferred Fee Plan (incorporated by reference to Exhibit 4.4 to the Company’s Form S-8 Registration Statement No.333-74452). | ||
4.5
|
— | Southwest Bancorporation of Texas, Inc. Amended and Restated Non-Employee Directors Deferred Fee Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed March 25, 2004). | ||
5.1*
|
— | Opinion of Fulbright & Jaworski L.L.P. | ||
23.1*
|
— | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | ||
23.2*
|
— | Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement). | ||
24.1*
|
— | Powers of Attorney. | ||
| * | Filed herewith. |
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