As filed with the Securities and Exchange Commission on November 19, 1997
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORT BEND HOLDING CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0391720
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3400 AVENUE H, ROSENBERG, TEXAS 77471
(Address of principal executive offices) (Zip Code)
FORT BEND HOLDING CORP.
AMENDED AND RESTATED
1993 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Martin L. Meyrowitz, P.C.
John S. Pettibone III, Esq.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF AMOUNT TO MAXIMUM MAXIMUM
SECURITIES BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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Common Stock,
$.01 par value 82,230 $19.50* $1,603,485 $485.90
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* Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee. Of the 82,230 shares being
registered hereby, (i) 5,826 shares are subject to options with an
exercise price of $15.88 per share ($92,516.88 in the aggregate) and
(ii) the remaining 76,404 shares which have not been awarded to date
are being registered based upon the average of the closing bid and
asked prices of the Common Stock on the Nasdaq National Market of
$19.50 per share on November 14, 1997.
The purpose of this Registration Statement on Form S-8 is to register
additional shares of the common stock, par value $.01 per share, of Fort
Bend Holding Corp. (the "Company"), authorized for issuance under the
Company's Amended and Restated 1993 Stock Option and Incentive Plan (the
"Plan"). The contents of the Company's previously filed Registration
Statement on Form S-8 (File No. 33-85674) relating to the Plan (the
"Initial Registration Statement") are incorporated herein by reference,
except for Item 8 of Part II of the Initial Registration Statement.
Requests for items incorporated by reference pursuant to Item 3 of Part II
of the Initial Registration Statement (incorporated herein by reference)
should be directed to David D. Rinehart, Executive Vice President and Chief
Financial Officer, 3400 Avenue H, Rosenberg, Texas, telephone number (281)
238-7070.
ITEM 8. EXHIBITS.
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
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4 Instruments defining the rights of
security holders, including indentures
(1) Certificate of Incorporation of *
Fort Bend Holding Corp.
(2) Bylaws of Fort Bend *
Holding Corp.
(3) Specimen form of common stock *
certificate of Fort Bend Holding Corp.
(4) Description of Fort Bend Holding Filed as an exhibit to the
Corp. Common Stock, par value Company's Registration Statement
$0.01 per share on Form 8-A filed with the Commission
on May 3, 1993, as amended and hereby
incorporated by reference in
accordance with Item 601 of
Regulation S-B.
(5) Form of Indenture dated as of * *
December 5, 1995 with respect to the
Registrant's 8% Convertible
Subordinated Debentures, due
December 1, 2005.
(6) Form of Debenture * *
(7) Fort Bend Holding Corp. Amended Attached as Exhibit 4.1
and Restated 1993 Stock Option and
Incentive Plan
5 Opinion of Silver, Freedman & Taff, Attached as Exhibit 5
L.L.P.
15 Letter regarding unaudited financial Not applicable
information
23.1 Consent of Silver, Freedman & Taff, Contained in Exhibit 5
L.L.P. (Included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P. Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
II-1
* Filed as an exhibit to the Registrant's Form S-1 registration statement (File
No. 33-57722) and incorporated herein by reference in accordance with Item 601
of Regulation S-B.
* * Filed as an exhibit to the Registrant's Form SB-2 registration statement
(File No. 33-97920) and incorporated herein by reference in accordance with Item
601 of Regulation S-B.
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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Rosenberg, State of Texas, on November 19, 1997.
FORT BEND HOLDING CORP.
By: /s/ Lane Ward
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Lane Ward, Vice Chairman, President
and Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lane Ward his/her true and lawful attorney-in-
fact and agent, with full power of substitution and re-substitution, for him/her
and in his/her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he/she might or could do in person, hereby
ratifying and confirming all said attorney-in-fact and agent or his substitutes
or substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ Lane Ward By: /s/ David D. Rinehart
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Lane Ward David D. Rinehart
Vice Chairman, President Senior Vice President and
Chief Executive Officer Chief Financial Officer
and Director (Principal Financial and Accounting
(Principal Executive Officer) Officer)
Date: November 19, 1997 Date: November 19, 1997
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By: /s/ Robert W. Lindsey By: /s/ George C. Brady
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Robert W. Lindsey George C. Brady
Chairman of the Board and Director
Director
Date: November 19, 1997 Date: November 19, 1997
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By: /s/ J. Patrick Gubbels By: /s/ William A. Little
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J. Patrick Gubbels William A. Little
Director Director
Date: November 19, 1997 Date: November 19, 1997
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By: /s/ Wayne O. Poldrack By: /s/ Doyle G. Callender
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Wayne O. Poldrack Doyle G. Callender
Director Director
Date: November 19, 1997 Date: November 19, 1997
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By: /s/ Ron L. Workman
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Ron L. Workman
Director
Date: November 19, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORT BEND HOLDING CORP.
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EXHIBIT INDEX
Exhibit
Number
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4.1 Amended and Restated 1993 Stock Option and Incentive Plan
5 Opinion of Silver, Freedman & Taff, L.L.P.
23.1 Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
23.2 Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney (included in signature page)