8-A12G 1 d8a12g.txt FORM 8-A12(G) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 STERLING BANCSHARES, INC. STERLING BANCSHARES CAPITAL TRUST III (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) TEXAS DELAWARE (State of incorporation or organization) (State of incorporation or organization) 74-2175590 APPLIED FOR (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) c/o STERLING BANCSHARES, INC. 2550 NORTH LOOP WEST, SUITE 600 2550 NORTH LOOP WEST, SUITE 600 HOUSTON, TEXAS 77092 HOUSTON, TEXAS 77092 (Address of principal executive office) (Address of principal executive office) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ---------------------------- -------------------------------------- NONE NOT APPLICABLE
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [_] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [X] Securities Act registration statement file number to which this form relates: 333-55724, 333-55724-01 and 333-55724-02. Securities to be registered pursuant to Section 12(g) of the Act: ____ % CUMULATIVE TRUST PREFERRED SECURITIES (AND THE GUARANTEE WITH RESPECT THERETO) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED For a full description of the ___% Cumulative Trust Preferred Securities of Sterling Bancshares Capital Trust III (the "Preferred Securities") and Sterling Bancshares, Inc.'s guarantee with respect to the Preferred Securities (the "Guarantee") being registered hereby, reference is made to the information contained under the captions "Description of Trust Preferred Securities," "Description of Junior Subordinated Debentures," and "Description of the Trust Guarantee" in the Prospectus and Prospectus Supplement that form a part of the Registration Statement on Form S-3 (Registration Nos. 333-55724, 333-55724-01 and 333-55724-02) filed with the Securities and Exchange Commission ("SEC") on February 15, 2001, under the Securities Act of 1933, as amended, which Registration Statement was amended by Amendment No. 1 filed with the SEC on March 5, 2001. The information contained in the foregoing Registration Statement, as amended (the "Registration Statement"), the Prospectus and Prospectus Supplement is incorporated herein by reference. Definitive copies of the Prospectus Supplement describing the Preferred Securities and Guarantee will be filed pursuant to Rule 424(b) and shall be incorporated by reference into this registration statement on Form 8-A. ITEM 2. EXHIBITS 2.1 Certificate of Trust of Sterling Bancshares Capital Trust III (incorporated by reference to Exhibit 4.3 to the Registration Statement). 2.2 Form of Amended and Restated Declaration of Trust of Sterling Bancshares Capital Trust III. 2.3 Form of __% Cumulative Trust Preferred Security Certificate of Sterling Bancshares Capital Trust III (included as Exhibit A-1 to Exhibit 2.2). 2.4 Form of Trust Preferred Securities Guarantee Agreement to be issued by Sterling Bancshares, Inc. (incorporated by reference to Exhibit 4.5 to the Registration Statement). 2.5 Form of Indenture, by and between Sterling Bancshares, Inc. and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas) (incorporated by reference to Exhibit 4.7 to the Registration Statement). 2.6 Form of Supplemental Indenture by and between Sterling Bancshares, Inc. and Bankers Trust Company (now known as Deutsche Bank Trust Company Americas) (incorporated by reference to Exhibit 4.8 to the Registration Statement). 2.7 Form of Junior Subordinated Debenture (included as Exhibit A to Exhibit 4.8 to the Registration Statement). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant have duly caused this Registration Statement on Form 8-A to be signed on its behalf by the undersigned, thereunto duly authorized. Sterling Bancshares, Inc. Dated: September 13, 2002 By: /s/ J. Downey Bridgwater ---------------------------------- J. Downey Bridgwater President and Chief Executive Officer Sterling Bancshares Capital Trust III Dated: September 13, 2002 By: /s/ George Martinez ---------------------------------- George Martinez Administrative Trustee By: /s/ J. Downey Bridgwater ---------------------------------- J. Downey Bridgwater Administrative Trustee By: /s/ Eugene S. Putnam, Jr. ---------------------------------- Eugene S. Putnam, Jr. Administrative Trustee 3