As filed with the Securities and Exchange Commission on April 6, 2001
Registration No. 333-
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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SOUTHSIDE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1848732
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1201 S. Beckham
Tyler, Texas 75710
(Address of principal executive offices) (Zip Code)
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Southside Bancshares, Inc.
1993 Incentive Stock Option Plan
As Amended
(Full title of the plan)
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Sam Dawson
President
Southside Bancshares, Inc.
1201 S. Beckham
Tyler, Texas 75710
(Name and address of agent for service)
(903) 531-7111
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) (2) (5) per share (3)(4) price (3)(4) fee (4)(5)
--------------------------- ------------------------ ------------------------- ----------------------- ---------------
Common Stock ($1.25 429,603 Shares $9.375 $4,027,528.13 $1,006.88
par value per share)
=========================== ======================== ========================= ======================= ===============
(1) The securities to be registered include an aggregate 429,603 shares
reserved for issuance under the Southside Bancshares 1993 Incentive Stock
Option Plan, as amended (the "Plan").
(2) Pursuant to Rule 416, this registration statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price per
share of common stock offered hereunder pursuant to the Plan is calculated
to be $9.375, which is the average of the highest and lowest price per
share of common stock on the Nasdaq National Market on April 2, 2001.
(5) Pursuant to Rule 429, the prospectus included as part of this Registration
Statement also relates to the remaining 893,397 shares (reflecting a
two-for-one stock split effective on May 10, 2000 and 5% stock dividends
payable in each of 1998, 1999 and 2000) under the Plan which were
previously registered on the Registration Statement on Form S-8 (No.
333-57621), in respect of which $1,660 has been paid to the Securities and
Exchange Commission as a filing fee.
Pursuant to General Instruction E of Form S-8, this Registration Statement
relates to the registration of additional shares of Common Stock, par value
$1.25 per share, of the Company under the Plan. The Company has
earlier filed a Registration Statement on Form S-8 (No. 333-57621) relating to
the Plan, the contents of which is hereby incorporated by reference. The shares
listed above reflect a two-for-one stock split effective May 10, 2000 and 5%
stock dividends payable in each of the fiscal years 1998, 1999 and 2000.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this registration
statement the following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 2000.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000.
(3) The Company's Current Report on Form 8-K filed with the Commission
on November 17, 2000.
(4) The description of the Common Stock of the Company set forth in the
Registration Statement on Form 8-A12G, dated May 12, 1998, filed with the
Commission, including any amendment or report filed for the purpose of updating
such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
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4.1 Southside Bancshares, Inc. 1993 Incentive Stock Option
Plan, as amended (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (No. 333-57621))
5.1 Opinion of Jenkens & Gilchrist, a Professional
Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional
Corporation (included in opinion filed as Exhibit 5.1
hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
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Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
II-3
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 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,
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, 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 the City of Tyler, State of Texas, on April 4, 2001.
SOUTHSIDE BANCSHARES, INC.
By: /s/ Sam Dawson
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Sam Dawson
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Sam Dawson and Lee R. Gibson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his 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 has been signed by the following persons in the
capacities and on the dates included:
Signature Capacity Date
--------- -------- ----
/s/ B.G. Hartley Chairman of the Board April 4, 2001
--------------------------- and Director
B.G. Hartley
/s/ Robbie N. Edmonson Vice Chairman of the Board April 5, 2001
--------------------------- and Director
Robbie N. Edmonson
/s/ Sam Dawson President, Secretary April 4, 2001
--------------------------- and Director
Sam Dawson
/s/ Fred E. Bosworth Director April 5, 2001
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Fred E. Bosworth
/s/ Herbert C. Buie Director April 5, 2001
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Herbert C. Buie
/s/ Rollins Caldwell Director April 5, 2001
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Rollins Caldwell
/s/ Michael Gollob Director April 5, 2001
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Michael Gollob
/s/ W.D. (Joe) Norton Director April 5, 2001
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W.D. (Joe) Norton
/s/ Paul W. Powell Director April 5, 2001
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Paul W. Powell
/s/ William Sheehy Director April 5, 2001
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William Sheehy
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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4.1 Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
as amended (filed as Exhibit 4.1 to the Company's Registra-
tion Statement on Form S-8 (No. 333-57621))
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included with signature page of this
Registration Statement)