-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BJLrpx54CrbbZ64zwon4McWFVT0rU3XxRAFifcHPgYaLMNiHGxL/3IN7ndD+4iei ChKHe+vAaZAb99cSJtiknw== 0000891092-04-001010.txt : 20040227 0000891092-04-001010.hdr.sgml : 20040227 20040227154528 ACCESSION NUMBER: 0000891092-04-001010 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040227 EFFECTIVENESS DATE: 20040227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-27949 FILM NUMBER: 04635091 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 S-8 POS 1 e17087s8pos.txt AMENDMENT NO. 1 TO FORM S-8 As filed with the Securities and Exchange Commission on February 27, 2004. Registration No. 333-27949 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MidSouth Bancorp, Inc. (Exact name of Registrant as specified in its charter) Louisiana 72-1020809 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 102 Versailles Boulevard Lafayette, Louisiana 70501 (337) 237-8343 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (Full title of the plan) C. R. Cloutier MidSouth Bancorp, Inc. P. O. Box 3745 Lafayette, Louisiana 70502 (337) 237-8343 (Name, address, including zip code, and telephone number, including area code, of agent for service) With a Copy to: Anthony J. Correro, III Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. 201 St. Charles Avenue, 46th Floor New Orleans, Louisiana 70170-4600 (504) 586-5252 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------- Proposed Maximum Amount Of Additional Offering Proposed Maximum Title Of Securities To Be Price Per Aggregate Amount Of Securities To Be Registered Share Offering Price Registration Fee Registered - ---------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 Par Value 122,875 Shares (1) $35.50 (2) $4,362,062.50 $552.68 - ----------------------------------------------------------------------------------------------------------------
(1) Upon a stock split, stock dividend or similar transaction during the effectiveness of this Registration Statement, as amended, the total number of shares registered shall be automatically increased to cover the additional shares in accordance with Rule 416(a) under the Securities Act of 1933. The Registrant has already registered 150,000 shares and paid a Registration Fee of $590.91, pursuant to the Registrant's original Registration Statement relating to the Plan on Form S-8 (Registration No. 333-27949) filed on May 29, 1997. Therefore, as of the date hereof, the Registrant will have registered a total of 272,875 shares relating to the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on the average of the high and low selling prices of the Common Stock as reported on the American Stock Exchange on February 23, 2003. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference This Amendment No. 1 to Registration Statement on Form S-8 is being filed pursuant to General Instruction E to Form S-8 (Registration of Additional Shares) under the Securities Act to register additional shares of the MidSouth Bancorp, Inc.'s Common Stock issuable pursuant to the Plan. As permitted by General Instruction E to Form S-8, this Amendment No. 1 to Registration Statement omits certain information otherwise required by Form S-8. Unless otherwise noted herein, this Amendment No. 1 to Registration Statement incorporates by reference the contents of MidSouth Bancorp, Inc.'s Registration Statement relating to the Plan on Form S-8 (Registration No. 333-27949), and all exhibits thereto, which was filed with the Commission on May 29, 1997. II-1 Item 8. Exhibits. The following exhibits are filed as part of this Amendment No. 1 to Registration Statement: Exhibit Number Description of Exhibit ------- ---------------------- 4.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993). 4.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed with the Commission on September 20, 1995). 4.3 Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4/A (Reg. No. 33-58499) filed June 1, 1995). 4.4 The Registrant agrees to furnish to the Commission on request a copy of the instruments defining the rights of the holder of its long-term debt, which debt does not exceed 10% of the total consolidated assets of the Registrant. 4.5 MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement filed April 11, 1997, to which the MidSouth Bancorp, Inc. 1997 Stock Incentive Plan is attached). 5.0 Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Counsel (included in Exhibit 5.0). II-2 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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lafayette, State of Louisiana, on February 27, 2004. MIDSOUTH BANCORP, INC. By: /s/ C. R. Cloutier -------------------------------------- C. R. Cloutier President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- /s/ C. R. Cloutier President, Chief Executive February 27, 2004 - ------------------------------ Officer (Principal C. R. Cloutier Executive Officer) and Director /s/ Karen L. Hail Chief Financial Officer February 27, 2004 - ------------------------------ (Principal Financial Karen L. Hail Officer) and Director /s/ Teri S. Stelly Controller (Principal February 27, 2004 - ------------------------------ Accounting Officer) Teri S. Stelly * Director February 27, 2004 - ------------------------------ J. B. Hargroder * Director February 27, 2004 - ------------------------------ Milton B. Kidd, III * Director February 27, 2004 - ------------------------------ William M. Simmons * Director February 27, 2004 - ------------------------------ James R. Davis S-1 * Director February 27, 2004 - ------------------------------ Clayton P. Hilliard * Director February 27, 2004 - ------------------------------ William G. Charbonnet, Sr. * By: /s/ Karen L. Hail -------------------------------- Karen L. Hail Attorney-In-Fact S-2 INDEX TO EXHIBITS Exhibit Number Description of Exhibit ------ ---------------------- 4.1 Amended and Restated Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993). 4.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 filed with the Commission on September 20, 1995). 4.3 Amended and Restated By-laws of the Registrant (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4/A (Reg. No. 33-58499) filed June 1, 1995). 4.4 The Registrant agrees to furnish to the Commission on request a copy of the instruments defining the rights of the holder of its long-term debt, which debt does not exceed 10% of the total consolidated assets of the Registrant. 4.5 MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (incorporated by reference to the Registrant's Definitive Proxy Statement filed April 11, 1997, to which the MidSouth Bancorp, Inc. 1997 Stock Incentive Plan is attached). 5.0 Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Counsel (included in Exhibit 5.0). EX-5 3 e17087ex5.txt OPINION OF COUNSEL EXHIBIT 5 [LETTERHEAD OF CORRERO FISHMAN HAYGOOD PHELPS WALMSLEY & CASTEIX, L.L.P.] February 27, 2004 MidSouth Bancorp, Inc. 102 Versailles Boulevard Lafayette, Louisiana 70501 Ladies and Gentlemen: We have acted as counsel for MidSouth Bancorp, Inc. (the "Company") in connection with the Company's Amendment No. 1 to Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), with respect to the proposed offering by the Company of a total of 272,875 shares of the Company's Common Stock, $0.10 par value per share (the "Shares"), pursuant to the terms of the MidSouth Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan"). As such counsel, we have examined and are familiar with the Articles of Incorporation and By-laws of the Company (each as amended to date), the minutes of the meetings of the stockholders and directors of the Company, and the corporate stock records of the Company. In addition, we have made such investigations of law and have examined such certificates of public officials and officers of the Company and such other documents and records as we have considered necessary for purposes of this opinion. We have assumed the genuineness of the signatures on and the authenticity of all documents submitted to us as originals and the conformity to original documents submitted to us as certified or photo static copies. We also have relied upon the accuracy of the aforementioned certificates of public officials and, as to matters of fact, of officers of the Company. We have also relied on Company records and have assumed the accuracy and completeness thereof. We express no opinion as to the laws of any jurisdiction other than those of the United States of America, and the Business Corporation Law of the State of Louisiana. Based on the foregoing, it is our opinion that the Shares have been duly authorized and, when awarded in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. We hereby consent to the use of this opinion as Exhibit 5 to the Amendment No. 1 to Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission thereunder. Yours sincerely, /s/ Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. --------------------------------------------------------- Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P. EX-23.1 4 e17087ex23-1.txt CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in this Registration Statement of MidSouth Bancorp, Inc. on Form S-8 of our report dated February 7, 2003, appearing in the Annual Report on Form 10-KSB of MidSouth Bancorp, Inc. for the year ended December 31, 2002. /s/ Deloitte & Touche LLP -------------------------------- Deloitte & Touche LLP New Orleans, Louisiana February 19, 2004 -----END PRIVACY-ENHANCED MESSAGE-----