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).