As filed with the Securities and Exchange Commission on October 29, 2002
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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PROSPERITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Texas 74-2331986
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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4295 San Felipe
Houston, Texas 77027
(713) 693-9300
(Address of Principal Executive Offices Including Zip Code)
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Paradigm Bancorporation, Inc. 1999 Stock Incentive Plan
(Full title of Plan)
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David Zalman
Prosperity Bancshares, Inc.
4295 San Felipe
Houston, Texas 77027
(Name and address of agent for service)
(713) 693-9300
(Telephone number, including area code, of agent for service)
Copy to:
Charlotte M. Rasche
Bracewell & Patterson, L.L.P.
South Tower Pennzoil Place
711 Louisiana Street, Suite 2900
Houston, Texas 77002-2781
(713) 223-2900
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share(1)(2) Price(1)(2)(3)(4)(5) Fee
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Common Stock, 34,673 shares $ 8.28(3) $370,248 $34.07
$1.00 par value $ 9.20(4)
$11.50(5)
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(1) This Registration Statement shall also include an indeterminate number of
additional shares of Common Stock which may be offered and issued pursuant
to the antidilution provisions of the Plan.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h).
(3) 1,087 shares under the Plan are valued at an exercise price of $8.28
pursuant to options to acquire such shares which are outstanding under the
plan.
(4) 10,866 shares under the Plan are valued at an exercise price of $9.20
pursuant to options to acquire such shares which are outstanding under the
Plan.
(5) 22,720 shares under the Plan are valued at an exercise price of $11.50
pursuant to options to acquire such shares which are outstanding under the
Plan.
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part 1 of Form
S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Prosperity Bancshares, Inc., a Texas
corporation (the "Company"), (Commission File No. 000-25051) with the Securities
and Exchange Commission (the "Commission") are incorporated by reference into
this Registration Statement as of their respective dates:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002;
4. The Company's Current Reports on Form 8-K filed on January 16, 2002,
February 22, 2002, May 2, 2002, May 8, 2002, May 9, 2002, July 12,
2002, July 15, 2002, August 16, 2002, September 3, 2002, October 2,
2002 and October 22, 2002; and
5. The description of the common stock, par value $1.00 per share,
contained in the Company's Registration Statement on Form 8-A, dated
November 10, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing 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 Registrant's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Registrant to indemnify officers and directors of the Registrant to the
fullest extent permitted by Article 2.02-1 of the Texas
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Business Corporation Act ("TBCA") of the State of Texas. Generally, Article
2.02-1 of the TBCA permits a corporation to indemnify a person who was, is, or
is threatened to be 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 interests or (b) in the case of
other situations, 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 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 its
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 or (iv)
an act or omission for which the liability of the director is expressly provided
by statute.
The Company may provide liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capabilities as directors or officers of the Company, whether or not
the Registrant would have the power to indemnify such person against such
liability, as permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Form of certificate representing shares of Prosperity common
stock (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-63267)).
4.2*+ Paradigm Bancorporation, Inc. 1999 Stock Incentive Plan.
5.1* Opinion of Bracewell & Patterson, L.L.P. as to the validity of
the Common Stock registered hereunder.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the opinion
filed as Exhibit 5.1 hereto).
24.1* Powers of Attorney (included on signature page hereto).
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* Filed herewith.
+ Management contract or compensatory plan or arrangement.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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;
(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 this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above 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 Securities Exchange Act
of 1934 that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment should 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 the 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 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 Act
and is,
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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 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 filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on October 28, 2002.
PROSPERITY BANCSHARES, INC.
(Registrant)
By: /s/ David Zalman
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David Zalman
President and Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Ned S. Holmes and David Zalman, with full power to each of them to act without
the other, the undersigned's true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all capacities (until revoked in
writing), to sign this Registration Statement on Form S-8 and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and documents in connection therewith, with
the Securities and Exchange Commission, to sign any and all applications,
registration statements, notices and other documents necessary or advisable to
comply with the applicable state securities authorities, granting unto said
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment has been signed by the following persons in
the capacities indicated and on the 28th day of October, 2002.
Signature Title
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/s/ David Zalman President and Chief Executive Officer
------------------------------------------- (principal executive officer)
David Zalman
/s/ David Hollaway Chief Financial Officer
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David Hollaway principal accounting officer)
/s/ Harry Bayne Director
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Harry Bayne
/s/ James A. Bouligny Director
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James A. Bouligny
/s/ Charles A. Davis, Jr. Director
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Charles A. Davis, Jr.
/s/ William H. Fagan, M.D. Director
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William H. Fagan, M.D.
/s/ Ned S. Holmes Chairman of the Board, Director
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Ned S. Holmes
/s/ Charles M. Howard, M.D. Director
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Charles M. Howard, M.D.
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/s/ Perry Mueller, Jr. Director
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Perry Mueller, Jr.
/s/ A. Virgil Pace Director
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A. Virgil Pace
/s/ Tracy T. Rudolph Director
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Tracy T. Rudolph
/s/ Harrison Stafford II Director
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Harrison Stafford II
/s/ Robert Steelhammer Director
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Robert Steelhammer
/s/ H. E. Timanus, Jr. Director
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H. E. Timanus, Jr.
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INDEX TO EXHIBITS
4.1 Form of certificate representing shares of Prosperity common
stock (incorporated herein by reference to Exhibit 4 to the
Company's Registration Statement on Form S-1 (Registration
No. 333-63267))
4.2*+ Paradigm Bancorporation, Inc. 1999 Stock Incentive Plan
5.1* Opinion of Bracewell & Patterson, L.L.P. as to the validity
of the Common Stock registered hereunder.
23.1* Consent of Deloitte & Touche LLP.
23.2* Consent of Bracewell & Patterson, L.L.P. (included in the
opinion filed as Exhibit 5.1 hereto).
24.1* Powers of Attorney (included on signature page hereto).
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* Filed herewith.
+ Management contract or compensatory plan or arrangement.