Registration No. 333-________
Filed October 1, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TEXARKANA FIRST FINANCIAL CORPORATION
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(Exact Name of Registrant as specified in its Articles of Incorporation)
Texas 71-0771419
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(State of incorporation) (IRS Employer Identification No.)
3rd and Olive Streets
Texarkana, Arkansas 71854
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(Address of principal executive offices, including zip code)
1996 DIRECTORS' STOCK OPTION PLAN
1996 KEY EMPLOYEE STOCK COMPENSATION PROGRAM
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(Full Title of the Plan)
Copies to:
James W. McKinney Kevin M. Houlihan, Esq.
President and Chief Executive Officer Elias, Matz, Tiernan & Herrick L.L.P.
Texarkana First Financial Corporation 734 15th Street, N.W.
3rd and Olive Streets Washington, D.C. 20005
Texarkana, Arkansas 71854 (202) 347-0300
(501) 773-1103
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(Name, address, and telephone number
of agent for service)
Page 1 of 38 pages
Index to Exhibits is located on page 7.
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Maximum Amount of
to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Common Stock,
par value $0.01
per share 138,188(2) $ 14.40 (3) $1,989,907 $189.04
Common Stock,
par value $0.01
per share 20,512(2) $ 24.3125(4) $ 498,698 $ 47.38
Common Stock,
par value $0.01
per share 39,675(5) $ 14.34 (6) $ 568,940 $ 54.05
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Total 198,375 $ 15.41 $3,057,545 $290.47
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(1) Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to the Texarkana First Financial Corporation (the "Company"
or "Registrant") 1996 Key Employee Stock Compensation Program ("1996
Program") and the 1996 Directors' Stock Option Plan ("Directors'
Plan") as a result of a stock split, stock dividend or similar
adjustment of the outstanding common stock, $0.01 par value per share
("Common Stock"), of the Company.
(2) Represents a portion of the 158,700 shares currently reserved for
issuance pursuant to the 1996 Program.
(3) Estimated solely for the purpose of calculating the registration
fee, which has been calculated pursuant to Rule 457(h)(1) promulgated
under the Securities Act of 1933, as amended ("Securities Act"). The
Proposed Maximum Offering Price Per Share with respect to which stock
options have been granted under the 1996 Program is $14.40 per share,
the weighted average exercise price for the options which are
outstanding under the 1996 Program as of the date hereof.
(4) Estimated solely for the purposes of calculating the registration
fee in accordance with Rule 457(c) promulgated under the Securities
Act. The Proposed Maximum Offering Price Per Share for the 20,512
shares for which stock options have not been granted under the 1996
Program is equal to the average of the high and low ($24.125 and
$24.50, respectively) prices of the Common Stock of the Company on
September 25, 1997 on the American Stock Exchange.
(5) Represents the 39,675 shares issued pursuant to the Directors'
Plan.
(6) Estimated solely for the purposes of calculating the registration
fee, which has been calculated pursuant to Rule 457(h)(1) promulgated
under the Securities Act. The Proposed Maximum Offering Price Per
Share with respect to which stock options have been granted under the
Directors' Plan is $14.34 per share, the weighted average exercise
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price for the options which are outstanding under the Directors' Plan
as of the date hereof.
__________________________
This Registration Statement shall become effective automatically
upon the date of filing in accordance with Section 8(a) of the
Securities Act and 17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities
and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year
ended September 30, 1996;
(b) All reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since the end of the fiscal year covered by
the Company's Annual Report on Form 10-K for the year ended
September 30, 1996 through the date of this filing;
(c) The description of the Common Stock of the Company
contained in Item 1 in the Company's Registration Statement on
Form 8-A (File No. 1-13842) filed with the Commission on June 14,
1995; and
(d) All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and 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.
Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein, or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable since the Company's Common Stock is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Texas Business Corporation Act, Article
VIII of the Registrant's Articles of Incorporation provides as
follows:
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ARTICLE VIII
INDEMNIFICATION, ETC. OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
A. LIMITATION OF LIABILITY. No director shall be personally
liable to the Corporation or its stockholders for monetary damages for
any act or omission by such director as a director; provided that a
director's liability shall not be eliminated to the extent provided by
Section 7.06B. of the Texas Miscellaneous Corporation Laws Act or any
successor provision thereto. No amendment to or repeal of this
Subsection (A) to Article VIII shall apply to or have any effect on
the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director
occurring prior to such amendment.
B. INDEMNIFICATION. The Corporation shall indemnify any person
who was or is a party or is threatened to be a made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, arbitrative or investigative, by
reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation or any predecessor of the
Corporation, or is or was serving at the request of the Corporation or
any predecessor of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against liability and expenses (including court
costs and attorney's fees), judgments, fines, excise taxes and amounts
paid in satisfaction, settlement or compromise actually and reasonably
incurred by such person in connection with such action, suit or
proceeding to the full extent authorized by law.
C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a
director, officer, employee or agent of the Corporation in defending a
civil or criminal action, suit or proceeding described in Article
VIII.B. shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of written affirmation by or on
behalf of such person of his good faith belief that he or she has met
the standard of conduct necessary for indemnification under relevant
law and a written undertaking to repay such amount if it shall
ultimately be determined that the person has not met that standard or
if it is ultimately determined that indemnification of the person
against expenses incurred by him or her in connection with that
proceeding is prohibited by relevant law.
D. OTHER RIGHTS AND REMEDIES. The indemnification provided by
this Article VIII shall not be deemed to exclude any other rights to
which those seeking indemnification or advancement of expenses may be
entitled under the Corporation s Articles of Incorporation, any
insurance or other agreement, vote of stockholders or disinterested
directors or otherwise, both as to actions in their official capacity
and as to actions in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such person; provided that no
indemnification shall be made to or on behalf of an individual if a
judgment or other final adjudication establishes that his actions, or
omissions to act, were material to the cause of action as adjudicated
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and (i) the person is found liable on the basis that personal benefit
was improperly received by him or her; (ii) the person is found liable
to the Corporation; or (iii) the person is found liable for willful or
intentional misconduct in the performance of his duty to the
Corporation; provided, however, that persons found liable under
clauses (i) and (ii) above, may still be indemnified solely as to
reasonable expenses actually incurred by such person in connection
with the proceeding.
E. INSURANCE. Upon resolution passed by the Board, the
Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Corporation, or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or another enterprise, against any
liability asserted against him or her or incurred by him or her in any
such capacity, or arising out of his status, whether or not the
Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article or the TBCA.
F. MODIFICATION. The duties of the Corporation to indemnify
and to advance expenses to a director or officer provided in this
Article VIII shall be in the nature of a contract between the
Corporation and each such director or officer, and no amendment or
repeal of any provision of this Article VIII shall alter, to the
detriment of such director or officer, the right of such person to the
advance of expenses or indemnification related to a claim based on an
act or failure to act which took place prior to such amendment or
repeal.
G. PROCEEDINGS INITIATED BY INDEMNIFIED PERSONS. Notwithstanding
any other provision of this Article VIII, the Corporation shall not indemnify
a director, officer, employee or agent for any liability incurred in an action,
suit or proceeding initiated by (which shall not be deemed to include
counter-claims or affirmative defenses), or participated in as an intervenor
or amicus curiae by, the person seeking indemnification unless such initiation
of or participation in the action, suit or proceeding is authorized, either
before or after its commencement, by the affirmative vote of a majority of the
directors then in office.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered
or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by
reference into this Registration Statement on Form S-8 (numbering
corresponds to Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit Page No.
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4 Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & Herrick
L.L.P. as to the legality of the securities E-1
6
23.1 Consent of Elias, Matz, Tiernan & Herrick
L.L.P. (contained in the opinion included
as Exhibit 5)
23.2 Consent of Wilf & Henderson, P.C. E-4
24 Power of attorney for any subsequent
amendments is located in the signature pages
99.1 1996 Directors' Stock Option Plan E-6
99.2 1996 Key Employee Stock Compensation Program E-15
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* Incorporated by reference from the Company's Annual Report on
Form 10-K for the year ended September 30, 1995 (Commission File No.
1-13842) filed by the Company with the Commission on December 28,
1995.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement, and (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those clauses
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, 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.
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4. That, for the purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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.
5. 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 Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
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 questions whether such indemnification by
it is against public policy expressed in the Securities 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 Texarkana,
State of Arkansas on September 26, 1997.
TEXARKANA FIRST FINANCIAL CORPORATION
/s/ James W. McKinney
By:---------------------------------------------------
James W. McKinney
President and Chief Executive Officer
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 indicated. Each person whose signature
appears below hereby makes, constitutes and appoints James W. McKinney
his true and lawful attorney, with full power to sign for such person
and in such person's name and capacity indicated below, and with full
power of substitution any and all amendments to this Registration
Statement, hereby ratifying and confirming such person's signature as
it may be signed by said attorney to any and all amendments.
/s/ James W. McKinney
- ------------------------------------- September 26, 1997
James W. McKinney
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Josh R. Morriss, Jr.
- -------------------------------------- September 26, 1997
Josh R. Morriss, Jr.
Director
/s/ John E. Harrison
- -------------------------------------- September 26, 1997
John E. Harrison
Executive Vice President and Director
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/s/ John M. Andres
- -------------------------------------- September 26, 1997
John M. Andres
Director
/s/Arthur L. McElmurry
- --------------------------------------- September 26, 1997
Arthur L. McElmurry
Director
/s/Donald N. Morriss
- --------------------------------------- September 26, 1997
Donald N. Morriss
Director
/s/James L. Sangalli
- --------------------------------------- September 26, 1997
James L. Sangalli
Chief Financial Officer
(Principal Accounting Officer)
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