International Bancshares Corp - Securities Registration: Employee Benefit Plan (S-8)
01 7월 2008 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
International Bancshares
Corporation
(Exact Name of Registrant as Specified in its
Charter)
Texas
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74-2157138
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(State or
other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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1200 San
Bernardo Avenue, Laredo, Texas 78042-1359
(Address of Principal Executive Offices) (Zip
Code)
2005
International Bancshares Corporation Stock Option Plan
(Full Title of the Plan)
Dennis E.
Nixon
Chairman of
the Board and President
International
Bancshares Corporation
1200 San
Bernardo Avenue
Laredo, Texas
78042-1359
(956) 722-7611
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With a copy
to:
Cox Smith
Matthews Incorporated
112 East Pecan Street, Suite 1800
San Antonio, Texas 78205
Attn: Cary Plotkin Kavy
(210) 554-5500
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
x
Large accelerated filer
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o
Accelerated filer
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o
Non-accelerated filer
(Do not check if a smaller
reporting company)
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o
Smaller reporting company
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CALCULATION OF REGISTRATION FEE
Title Of Securities
To Be Registered
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Amount to be
registered
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Proposed
maximum offering
price per share
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Proposed
maximum
aggregate offering
price
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Amount of
registration fee
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Common
Stock,
$1.00 par value
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300,000 shares
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(1)
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$
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22.99
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(2)
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$
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6,897,000
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(2)
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$
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271.06
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(1)
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall cover any additional shares of the Common Stock of
International Bancshares Corporation that may become issuable under the 2005
International Bancshares Corporation Stock Option Plan to prevent dilution
resulting from stock splits, stock dividends, or similar transactions.
(2)
For
the purpose of computing the registration fee only, the price shown is based
upon the price of $22.99 per share, the average of the high and low sales
prices for the Common Stock of International Bancshares Corporation in the
Nasdaq Market on June 25, 2008 in accordance with Rule 457(h).
EXPLANATORY NOTE
This Registration Statement is being filed
pursuant to General Instruction E of Form S-8 under the Securities Act of
1933, as amended, to register an additional 300,000 shares of the Common Stock
of International Bancshares Corporation issuable pursuant to the 2005
International Bancshares Corporation Stock Option Plan (the Plan). The contents of the Registration Statement
filed
with the Securities and Exchange Commission (the Commission)
on Form S-8 of International Bancshares
Corporation, a Texas corporation (the Registrant), on September 9, 2005
(No. 333-128147), relating to the Plan, are incorporated by reference into
this Registration Statement, except as revised herein.
PART I
INFORMATION
REQUIRED IN THE
SECTION
10(A) PROSPECTUS
The information called for in Part I
of the Form S-8 is not being filed with or included in this Form S-8
(by incorporation by reference or otherwise) in accordance with the rules and
regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed
with the Commission by the Registrant, are incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K
for the fiscal year ended December 31, 2007 filed with the Commission on February 29,
2008.
(b) The Registrants Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008, filed with the Commission on May 9,
2008.
(c) The Registrants Current Report on Form 8-K
filed with the Commission on May 5, 2008.
(d) The description of the Registrants Common
Stock is contained in Registrants Registration Statement filed pursuant to Section 12
of the Exchange Act and is incorporated in this Registration Statement by
reference, including any subsequent amendments or reports filed for the purpose
of updating such description.
All other documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
of this Registration Statement from the date of filing of such documents.
Any statement contained in a
document incorporated or deemed to be incorporated by reference in this
Registration Statement shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement
contained in this Registration Statement or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by reference
in this Registration Statement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as modified or
superseded, to constitute a part of this Registration Statement.
Item 5. Interests of Named Experts & Counsel
The Registrant has agreed to
indemnify and hold KPMG, LLP (KPMG) harmless against and from any and all
legal costs and expenses incurred by KPMG in successful defense of any legal
action or proceeding that arises as a result of KPMGs consent to the inclusion
(or incorporation by reference) of its audit report on the Registrants past
financial statements included (or incorporated by reference) in this Form S-8.
2
Item 8.
Exhibits
4.1
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Articles of Incorporation of International Bancshares Corporation
incorporated herein as an exhibit by reference to the Current Report,
Exhibit 3.1 therein, under the Securities Exchange Act of 1934, filed by
Registrant on Form 8-K with the Securities and Exchange Commission on
June 20, 1995, SEC File No. 09439.
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4.2
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Articles of Amendment to the Articles of Incorporation of
International Bancshares Corporation dated May 22, 1998 incorporated
herein by reference to Exhibit 3(c) of the Registrants Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 31, 1999, SEC file No. 09439.
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4.3
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Articles of Amendment to the Articles of Incorporation of
International Bancshares Corporation dated May 21, 2002 incorporated
herein by reference to Exhibit 3(d) of the Registrants Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 12, 2004, SEC file No. 09439.
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4.4
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Articles of Amendment to the Articles of Incorporation of
International Bancshares Corporation filed with the Secretary of State of the
State of Texas on May 17, 2005, incorporated herein as an exhibit by
reference to the Current Report, Exhibit 3.1 therein, under the
Securities Exchange Act of 1934, filed by Registrant on Form 8-K with
the Securities and Exchange Commission on May 20, 2005, SEC File
No. 09439.
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4.5
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Restated By-Laws of International Bancshares Corporation incorporated
herein by reference to Exhibit 3(b) of the Registrants Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 12, 2004, SEC file No. 09439.
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5.1
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Opinion of Cox Smith Matthews Incorporated as to the legality of the
Common Stock being registered (filed herewith).
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23.1
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Consent of McGladrey & Pullen, LLP (filed herewith).
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23.2
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Consent of KPMG, LLP (filed herewith).
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23.3
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Consent of Cox Smith Matthews Incorporated (included in
Exhibit 5.1).
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24.1
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Powers of Attorney (included on signature page of this Registration
Statement).
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99.1
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Amendment One 2005 International Bancshares Corporation Stock Option
Plan
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3
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 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Laredo, State of Texas, on the 30 day of June, 2008.
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INTERNATIONAL BANCSHARES CORPORATION
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(Registrant)
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By:
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/s/ Dennis
E. Nixon
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Dennis E.
Nixon, President and Chairman of the Board
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POWERS OF ATTORNEY
We, the undersigned officers
and directors of International Bancshares Corporation, hereby severally
constitute and appoint Dennis E. Nixon our true and lawful attorney with full
power to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith, any other Registration
Statement related to the same offering, and any and all amendments (including
post-effective amendments) to the Registration Statement, to file the same,
with all exhibits thereto and generally to do all things in our name and behalf
in the capacities indicated below to enable International Bancshares
Corporation to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements to the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our attorneys,
or any of them, to said Registration Statement and any and all amendments
thereto.
Pursuant to the requirements of
the Securities Act of 1933, as amended, this Registration Statement has been
signed by the following persons in the capacities and on the dates indicated:
Signature
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Name and Title
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Date
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/s/ Irving Greenblum
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Director
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June 30, 2008
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Irving Greenblum
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/s/ R. David Guerra
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Vice President and Director
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June 30, 2008
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R. David Guerra
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/s/ Daniel B. Hastings, Jr.
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Director
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June 30, 2008
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Daniel B. Hastings, Jr.
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/s/ Richard E. Haynes
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Director
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June 30, 2008
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Richard E. Haynes
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/s/ Imelda Navarro
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Treasurer (Principal Financial
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June 30, 2008
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Imelda Navarro
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Officer and Principal Accounting
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Officer) and Director
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/s/ Sioma Neiman
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Director
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June 30, 2008
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Sioma Neiman
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/s/ Peggy J. Newman
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Director
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June 30, 2008
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Peggy J. Newman
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/s/ Dennis E. Nixon
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President, Chairman of the Board
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June 30, 2008
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Dennis E. Nixon
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(Principal Executive Officer) and
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Director
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/s/ Leonardo Salinas
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Director
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June 30, 2008
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Leonardo Salinas
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/s/ Antonio R. Sanchez, Jr.
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Director
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June 30, 2008
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Antonio R. Sanchez, Jr.
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5
International Bancshares (NASDAQ:IBOC)
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