As filed with the Securities and Exchange Commission on November 13, 2006
Registration No.333- 64177
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 8
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INTERVEST BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3699013
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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ONE ROCKEFELLER PLAZA, SUITE 400
NEW YORK, NEW YORK 10020-2002
(212) 218-2800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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THOMAS E. WILLETT, ESQ.
HARRIS BEACH PLLC
99 GARNSEY ROAD
PITTSFORD, NEW YORK 14534
(585) 419-8800
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time to time after the
effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
I
If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [ ]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the
Securities Act, check the following box. [ ]
CALCULATION OF REGISTRATION FEE*
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* PRIOR REGISTRATION - RULE 429
As permitted by Rule 429, the prospectus included herein also relates to: a
Registration Statement on Form SB-2 (No. 333-5013) with respect to shares of
Class A Common Stock issuable upon conversion of debentures; a Registration
Statement on Form SB-2 (No. 333-82246) with respect to 675,000 Warrants and
675,000 shares of Class A Common Stock; a Registration Statement on Form SB-2
(No. 333-3522) with respect to 613,500 Warrants and 613,500 shares of Class A
Common Stock; a Registration Statement on Form SB-2 (No. 333-26583) with respect
to 240,165 Warrants, 240,165 shares of Class A Common Stock and 150,000 shares
of Class B Common Stock; and a Registration Statement on Form SB-2 (No.
333-33419) related to 965,683 Warrants and 965,683 shares of Class A Common
Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8 (A), MAY DETERMINE.
II
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer is not permitted.
Subject to Completion Dated November November 13, 2006
PROSPECTUS
INTERVEST BANCSHARES CORPORATION
(A Financial Holding Company)
This prospectus covers up to 195,535 shares of our Class A Common Stock
that we may issue upon conversion of our Series 5/14/98 convertible debentures.
This prospectus also covers up to 501,465 shares of Class A Common Stock and up
to 195,000 shares of Class B Common Stock that we may issue upon exercise of
previously issued warrants.
Our Class A and Class B Common Stock have equal voting rights as to all
matters, except that, so long as at least 50,000 shares of Class B Common Stock
are issued and outstanding, the holders of the Class B Common Stock are entitled
to vote for the election of two-thirds (rounded up to the nearest whole number)
of our directors, and the holders of Class A Common Stock are entitled to elect
the remaining directors. Our Class B Common Stock is convertible, at any time,
on a share for share basis, into shares of Class A Common Stock at the option of
the holder. A more detailed description of our Class A and Class B Common Stock
can be found below under "Description of Our Securities".
OUR CLASS A COMMON STOCK IS LISTED ON THE NASDAQ GLOBAL SELECT MARKET UNDER THE
SYMBOL "IBCA".
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 6 TO READ ABOUT CERTAIN FACTORS YOU
SHOULD CONSIDER.
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THE SECURITIES OFFERED BY THIS PROSPECTUS ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OBLIGATIONS OF ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTA-TION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
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Underwriting
Discounts and Proceeds to
Price to Public Commissions (1) Company (2)
- --------------- ----------------- --------------- -------------
Per Share (3) --- (3)
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Per Warrant (4) --- --- ---
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Total $4,812,000 --- $4,812,000
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(1) The Company will not use brokers or dealers in connection with this
offering.
(2) Before deducting expenses estimated at $6,000. The Company will not receive
any proceeds in connection with the conversion of its Series 5/14/98
debentures.
(3) Warrants related to 501,465 shares of Class A Common Stock are at an
exercise price of $6.67 per share.
Warrants related to 145,000 shares of Class B Common Stock are at an
exercise price of $6.67 per share.
Warrants related to 50,000 shares of Class B Common Stock are at an
exercise price of $10.00 per share.
(4) The Company received no separate proceeds upon issuance of the warrants.
The date of this Prospectus is , 2006
TABLE OF CONTENTS
TABLE OF CONTENTS
PAGE
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Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Where You Can Find More Information . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference . . . . . . . . . . .
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Determination of Offering Price . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Our Securities . . . . . . . . . . . . . . . . . . . .
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ABOUT THIS PROSPECTUS
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. WE
ARE NOT MAKING OFFERS TO SELL THE SECURITIES COVERED BY THIS PROSPECTUS OR
SOLICITING OFFERS TO PURCHASE THE SECURITIES COVERED BY THIS PROSPECTUS IN ANY
JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF NOVEMBER 13, 2006, THE DATE ON
THE FRONT COVER. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AS OF ANY OTHER DATE.
PROSPECTUS SUMMARY
This summary highlights information contained in this prospectus. Because
this is a summary, it may not contain all of the information that is important
to you. Therefore, you should read the entire prospectus carefully, especially
the risks of investing in our Class A Common Stock and Class B Common Stock
discussed under the "Risk Factors" section below, as well as our consolidated
financial statements incorporated by reference into this prospectus. References
in this prospectus to "we," "us," "our," the "holding company," and "Intervest"
refer to Intervest Bancshares Corporation and its consolidated subsidiaries,
unless otherwise specified. References to the "bank" and our "mortgage lending
subsidiary" refer to our principal operating subsidiaries, Intervest National
Bank and Intervest Mortgage Corporation, respectively.
WHO WE ARE
We are a registered financial holding company incorporated in 1993 under
the laws of the State of Delaware. We are the parent company of Intervest
National Bank, Intervest Mortgage Corporation and Intervest Securities
Corporation. We own 100% of the outstanding capital stock of each of these
entities. We also own 100% of the outstanding capital stock of Intervest
Statutory Trust I, II, III, IV and V, all of which are unconsolidated entities
for financial statement purposes as required by Financial Accounting Standards
Board (FASB) Interpretation No. 46-R, "Consolidation of Variable Interest
Entities."
Our primary business is the ownership and operation of our subsidiaries. We
do not engage in any other substantial business activities other than a limited
amount of real estate mortgage lending, including the participation in loans
originated by the bank. From time to time, we also issue debt and equity
securities to raise funds for working capital purposes. We are subject to
examination and regulation by the Federal Reserve Board ("FRB").
At September 30, 2006, we had total assets of $1.97 billion, cash and
security investments of $449.9 million, net loans of $1.48 billion, deposits of
$1.60 billion, borrowed funds and related interest payable of $174.1 million,
and stockholders' equity of $154.4 million.
Intervest National Bank. Intervest National Bank is a nationally
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chartered bank that has its headquarters and a full-service banking office in
New York City and five full-service banking offices in Pinellas County, Florida.
The Bank expects to open an additional branch in Clearwater Beach, Florida in
December of 2006.
The bank provides a variety of personalized commercial and consumer banking
services to small and middle-market businesses and individuals. The bank
attracts deposits from the areas served by its banking offices. The Bank also
provides internet banking through its web site: www.intervestnatbank.com, which
attracts deposit customers from within as well as outside its primary market
areas. The deposits, together with funds derived from other sources, are mainly
used to originate mortgage loans secured by commercial and multifamily real
estate properties and to purchase investment securities. The information on the
aforementioned web site is not and should not be considered part of this report
and is not incorporated by reference in this report.
The bank's revenues are primarily derived from interest and fees received
from originating loans, and from interest and dividends earned on securities and
other short-term investments. The principal sources of funds for the bank's
lending activities are deposits, repayment of loans, maturities and calls of
securities and cash flow generated from operations. The bank's principal
expenses are interest paid on deposits and operating and general and
administrative expenses.
The bank's deposit flows and the rates paid thereon are influenced by
interest rates on competing investments available to depositors and general
market rates of interest. The bank's lending activities are affected by the
interest rates it charges on loans, customer demand for loans, the supply of
money available for lending purposes, the rates offered by its competitors and
the terms and credit risks associated with the loans. The bank faces strong
competition in the attraction of deposits and in the origination of loans. The
bank's deposits are insured by the Federal Deposit Insurance Corporation (FDIC)
to the extent permitted by law.
The bank's operations are significantly influenced by general and local
economic conditions, particularly those in the New York City metropolitan area
and the State of Florida where most of the properties that secure its mortgage
loans are concentrated, and by related monetary and fiscal policies of banking
regulatory agencies, including the FRB and FDIC. The Bank is also subject to the
supervision, regulation and examination of the Office of the Comptroller of the
Currency of the United States of America (OCC).
At September 30, 2006, the bank had total assets of $1.83 billion, cash and
security investments of $419 million, net loans of $1.38 billion, deposits of
$1.62 billion, borrowed funds and related interest payable of $0.2 million, and
stockholder's equity of $170.6 million.
Intervest Mortgage Corporation. Intervest Mortgage Corporation's
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business focuses on the origination of first mortgage and junior mortgage loans
secured by commercial and multifamily real estate properties. It also provides
loan origination services to the bank. Intervest Mortgage Corporation funds its
lending business through the issuance of subordinated debentures in public
offerings. It currently has one active wholly owned subsidiary, Intervest Realty
Servicing Corporation, which is engaged in certain mortgage servicing
activities. At September 30, 2006, Intervest Mortgage Corporation had total
assets of $128.5 million, cash and short-term investments of $33.6 million, net
loans of $88 million, debentures and related interest payable of $96.7 million,
and stockholder's equity of $29 million,
Intervest Securities Corporation. Intervest Securities Corporation is
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a broker/dealer and a member of the National Association of Securities Dealers
(NASD). The business activities of Intervest Securities Corporation have not, to
date, been material and we are in the process of discontinuing its operations.
Its revenues have been derived from participating as a selected dealer from time
to time in offerings of debt securities of certain affiliates, primarily those
of Intervest Mortgage Corporation. At September 30, 2006, Intervest Securities
Corporation had total assets of $512 thousand and its stockholder's equity
amounted to $504 thousand. In October of 2006, the limited operations of
Intervest Securities Corporation were discontinued and its net assets will be
distributed to the parent corporation during the fourth quarter of 2006.
Intervest Statutory Trusts. Intervest Statutory Trust I, II, III, IV
--------------------------
and V were formed for the sole purpose of issuing and administering trust
preferred securities. Intervest Statutory Trust I, II, III and IV issued in
December 2001, September 2003, March 2004 and September 2004, respectively, $15
million of trust preferred securities and Intervest Statutory Trust V issued in
September 2006 an additional $10 million of trust preferred securities for a
total of $70 million. We plan to redeem $15 million of trust preferred
securities in December of 2006 and to dissolve Intervest Statutory Trust I. The
trusts do not conduct any trade or business.
CORPORATE INFORMATION
Our headquarters is located on the fourth floor of One Rockefeller Plaza, New
York, New York, 10020-2002. Our telephone number is (212) 218-2800.
THE OFFERING
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Securities 501,465 shares of Class A Common Stock and 195,000 shares
Offered of Class B Common Stock issuable upon exercise of Warrants
and 195,535 shares of Class A Common Stock currently
issuable upon conversion of our Series 5/14/98 debentures.
See "Description of Capital Stock" and "Description of
Debentures."
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Shares of Class A Common Stock currently
outstanding (1) 7,470,490
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Shares of Class A Common Stock outstanding after
conversion of our Series 5/14/98 debentures and
exercise of warrants for Class A Common
Stock 8,167,490
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Shares of Class B Common Stock currently
outstanding 385,000
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Shares of Class B Common Stock outstanding
after exercise of warrants for Class B
Warrants. 580,000
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Market for the Class A Common Stock The Class A Common Stock is listed on the Nasdaq Global
Select Market under the symbol "IBCA."
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Use of Proceeds The net pro-ceeds of this Offering, if any, received upon exercise
of Warrants will be added to our working capital and will be
available for general corporate purposes. Portions of the
proceeds may be invested in our subsidiaries.
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Investment Considerations Investors should consider the information discussed under the
heading "Risk Factors."
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(1) As of September 30, 2006. Does not include: (i) 385,000 shares of Class A
Common Stock issuable upon the conversion of issued and outstanding shares
of Class B Common Stock; (ii) 501,465 shares of Class A Common Stock
issuable upon exercise of Warrants for Class A Common Stock; (iii) 195,000
shares of Class A Common Stock issuable upon conversion of Class B Common
Stock issuable upon exercise of Warrants for Class B Common Stock; and (iv)
195,535 shares of Class A Common Stock issuable upon conversion of our
5/14/98 debentures.
RISK FACTORS
Investment in our Class A Common Stock involves a number of risks. We urge
you to read all of the information contained in this prospectus. In addition, we
urge you to consider carefully the following risk factors in evaluating an
investment in our Class A Common Stock before you purchase any shares of our
Class A Common Stock offered by this prospectus. An investment in our Class A
Common Stock should be undertaken only by persons who can afford an investment
involving such risks.
Risks Relating to Our Business
WE DEPEND ON OUR EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES TO IMPLEMENT OUR
BUSINESS STRATEGY AND OUR BUSINESS MAY SUFFER IF WE LOSE THEIR SERVICES.
Our success is largely dependent on the business expertise and
relationships of a small number of our executive officers and other key
employees. Jerome Dansker, our founding chairman and chief executive officer who
was instrumental to our success, passed away in August of 2006. Consistent with
our succession planning, his duties were assumed by his son, Lowell S. Dansker.
On August 17, 2006, Lowell D. Dansker, age 55, was elected our new Chairman of
the Board and Chief Executive Officer and John J. Arvonio, age 43, was elected
our Chief Financial Officer. Mr. Lowell S. Dansker previously served as Vice
Chairman of the Board since October 2003 and as President and Treasurer since
1993. He will continue to serve as President of the Company. Mr. Arvonio has
served as Senior Vice President, Chief Financial Officer and Secretary of
Intervest National Bank, our wholly-owned subsidiary, since September 2000 and
as our Chief Accounting Officer since December 2005. He will continue to serve
in those capacities.
If the services of any of our executive officers or other key employees
were to become unavailable for any reason, the growth, performance and operation
of our company and its subsidiaries might be adversely affected because of their
skills and knowledge of the markets in which we operate, years of real estate
lending experience and the difficulty of promptly finding qualified replacement
personnel. As a result, our ability to successfully grow our business will
depend, in part, on our ability to attract and retain additional qualified
officers and employees.
OUR LOANS ARE HIGHLY CONCENTRATED IN COMMERCIAL REAL ESTATE AND MULTIFAMILY
MORTGAGE LOANS, INCREASING THE RISK ASSOCIATED WITH OUR LOAN PORTFOLIO.
Nearly all (99.9%) of our loan portfolio is comprised of commercial real
estate and multifamily mortgage loans, including loans on substantially vacant
properties and vacant land. This concentration increases the risk associated
with our loan portfolio. Commercial real estate and multifamily loans are
generally considered riskier than many other kinds of loans, like single family
residential real estate loans, since these loans tend to involve larger loan
balances to single borrowers and repayment of loans secured by income-producing
property is typically dependent upon the successful operation of the underlying
real estate. Additionally, loans on vacant land typically do not have income
streams and depend upon other sources of cash flow from the borrower for
repayment. Our average real estate loan size was $2.8 million at September 30,
2006 and we expect that it will continue to increase in the future. Regardless
of the underwriting criteria we utilize, losses may be experienced as a result
of various factors beyond our control, including, among other things, changes in
market and economic conditions affecting the value of our loan collateral and
problems affecting the credit and business of our borrowers.
AN ECONOMIC DOWNTURN IN NEW YORK OR FLORIDA COULD HINDER OUR ABILITY TO OPERATE
PROFITABLY AND HAVE AN ADVERSE IMPACT ON OUR OPERATIONS.
The properties collateralizing our mortgage loans are heavily concentrated
in New York City and Florida, our two primary lending market areas. Accordingly,
our business and operations
are vulnerable to downturns in the economies of those geographic areas. At
December 31, 2005, mortgages representing approximately 65% and 24% of the
principal balance of our total loan portfolio were on properties located in New
York State and Florida, respectively. A large number of the loans in New York
are secured by properties located in Manhattan, Brooklyn and the Bronx. A large
number of the loans in Florida are secured by properties located in Clearwater,
Tampa, Fort Lauderdale, Miami, Orlando and St. Petersburg. The concentration of
our loans in these areas subjects us to risk that a downturn in the economy or
recession in those areas could result in a decrease in loan originations and
increases in delinquencies and foreclosures, which would more greatly affect us
than if our lending were more geographically diversified. Many of the properties
located in the New York City area underlying our mortgage loans are subject to
rent control and rent stabilization laws, which limit the ability of property
owners to increase rents, which may in turn limit the borrowers' ability to
repay those mortgage loans. In addition, since a large portion of our portfolio
is secured by properties located in Florida, the occurrence of a natural
disaster, such as a hurricane, could result in a decline in loan originations, a
decline in the value or destruction of mortgaged properties and an increase in
the risk of delinquencies, foreclosures or loss on loans originated by us in
that state. We may suffer losses if there is a decline in the value of the
properties underlying our mortgage loans which would have an adverse impact on
our operations. See "-If the properties underlying many of our mortgage loans
loose value, we may suffer loan losses".
OUR HISTORICAL LEVELS OF BALANCE SHEET GROWTH AND FINANCIAL PERFORMANCE TRENDS
MAY NOT CONTINUE IF OUR GROWTH STRATEGY IS NOT SUCCESSFUL.
A key component of our business strategy has been and will continue to be
our growth, including the attraction of additional deposits and the origination
of additional loans. Our ability to sustain continued growth depends upon
several factors outside of our control, including economic conditions generally
and in our market areas in particular, as well as interest rate trends. We can
provide no assurance that we will continue to be successful in increasing the
volume of our loans and deposits at acceptable risk and asset quality levels and
upon acceptable terms, while managing the costs and implementation risks
associated with this growth strategy. There can be no assurance that further
expansion will be profitable or that we will continue to be able to sustain our
historical rate of growth, either through internal growth or through other
expansion of our banking markets. In addition, we have relied historically on a
relatively small number of key executives in relation to the size of our
company, and there can be no assurance that we will be able to manage
anticipated future growth without additional management staff. Our growth
strategy may also limit short-term increases in our profitability, as we
dedicate resources to the building of our infrastructure. See "--We depend on
our executive officers and other key employees to implement our business
strategy and our business may suffer if we lose their services."
OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS WILL SUFFER IF WE DO
NOT CONTINUALLY IDENTIFY AND INVEST IN MORTGAGE LOANS OR OTHER INSTRUMENTS WITH
RATES OF RETURN ABOVE OUR COST OF FUNDS.
Our profitability depends primarily on the generation of net interest
income which is dependent on the interest rate spread, which is the difference
between yields earned on our interest-earning assets and the rates paid on our
interest-bearing liabilities. As a result, our success, in large part, depends
on our ability to invest a substantial percentage of our assets in mortgage
loans with rates of return that exceed our cost of funds. We may also experience
lower rates of return from the investment of our assets, including but not
limited to proceeds from the prepayment of loans, in liquid assets such as
government securities and overnight funds, which would have a material adverse
effect on our business, financial condition or results of operations. Our net
interest margin has ranged from a low of 2.34% for 2000 to a high of 2.90% for
2003, and was 2.71% for the quarter ended September 30, 2006.
7
CHANGES IN INTEREST RATES COULD ADVERSELY IMPACT OUR EARNINGS.
Like many financial institutions, we are subject to the risk of
fluctuations in interest rates. A significant change in interest rates could
have a material adverse effect on our net income. Fluctuations in interest rates
are not predictable or controllable and, therefore, there can be no assurance of
our ability to maintain a consistent positive interest rate spread between the
yield earned on our interest-earning assets and the rates paid on our
interest-bearing liabilities. Our one-year positive interest rate sensitivity
gap was $273.6 million, or 13.9% of total assets, at September 30, 2006. For
purposes of computing the gap, all deposits with no stated maturities are
treated as readily accessible accounts. However, if such deposits were treated
differently, the one-year gap would then change. The behavior of core depositors
may not necessarily result in the immediate withdrawal of funds in the event
deposit rates offered by the bank did not change as quickly and uniformly as
changes in general market rates. Notwithstanding all of the above, there can be
no assurances that a sudden and substantial increase in interest rates may not
adversely impact our earnings, to the extent that the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent, or
on the same basis.
IF THE PROPERTIES UNDERLYING MANY OF OUR MORTGAGE LOANS LOSE VALUE, WE MAY
SUFFER LOAN LOSSES.
Our ability to recover our investment in mortgage loans is solely or
primarily dependent on the market value of the properties underlying our
mortgage loans because many of our mortgages that we have originated, or will
originate in the future, are nonrecourse or limited recourse. Under the terms of
nonrecourse mortgages, the owner of the property subject to the mortgage has no
personal obligation to repay the mortgage note which the mortgage secures. In
some circumstances, we may have limited recourse against the owner with respect
to liabilities related to tenant security deposits, proceeds from insurance
policies, losses arising under environmental laws and/or losses resulting from
waste or acts of malfeasance. In addition, our losses in connection with
delinquent and foreclosed loans may be more pronounced because most of our loans
do not require repayment of a substantial part of the original principal amount
until maturity, and if borrowers default on their balloon payments or if we have
a junior lien position, it may have a material adverse effect on our business,
financial condition and results of operations. Additionally, since we tend to
lend in areas that are in the process of being revitalized, properties securing
our loans in these revitalizing neighborhoods may be more susceptible to
fluctuations in property values than in more established areas. In the event we
are required to foreclose on a property securing one of our mortgage loans or
otherwise pursue our remedies in order to protect our investment, there can be
no assurance that we will recover funds in an amount equal to our projected
return on our investment or in an amount sufficient to prevent a loss to us due
to prevailing economic conditions, real estate values and other factors
associated with the ownership of real property. As a result, the market value of
the real estate or other collateral underlying our loans may not, at any given
time, be sufficient to satisfy the outstanding principal amount of the loans.
WE MAY HAVE HIGHER LOAN LOSSES THAN WE HAVE ALLOWED FOR, IN WHICH CASE OUR
RESULTS OF OPERATIONS AND FINANCIAL CONDITION WILL BE ADVERSELY AFFECTED.
We maintain an allowance for loan losses in order to mitigate the effect of
possible losses inherent in our loan portfolio. There is a risk that we may
experience losses which could exceed the allowance for loan losses we have set
aside. In determining the size of the allowance, our management makes various
assumptions and judgments about the collectibility of our loan portfolio,
including the diversification of our loan portfolio, the effect of changes in
the local real estate market on collateral values, the results of recent
regulatory examinations, the effects on the loan portfolio of current economic
indicators and their probable impact on borrowers, the amount of charge-offs for
the period, the amount of nonperforming loans and related collateral security,
and the evaluation of our loan portfolio by an external loan review. At
September 30, 2006, we had a net loan portfolio of approximately $1.49 billion
and the allowance for loan losses was
8
approximately $17.0 million, which represented 1.14% of the total amount of the
loans. If our assumptions and judgments prove to be incorrect or federal
regulators require us to increase our provision for loan losses or recognize
further loan charge-offs, we may have to increase our allowance for loan losses
or loan charge-offs which could have an adverse effect on our operating results
and financial condition. There can be no assurances that our allowance for loan
losses will be adequate to protect us against loan losses that we may incur.
9
WE ARE A HIGHLY LEVERAGED COMPANY AND OUR INDEBTEDNESS COULD ADVERSELY AFFECT
OUR FINANCIAL CONDITION AND PREVENT US FROM CONTINUING TO GROW OUR BALANCE
SHEET.
At September 30, 2006, our borrowed funds (exclusive of deposits) and
related interest payable was approximately $174.1 million, consisting of $72.5
million principal amount of trust preferred securities, $95.8 million principal
amount of subordinated debentures, $5.9 million of accrued interest payable on
borrowed funds, and $0.2 million of a mortgage note payable. This level of
indebtedness could make it difficult for us to satisfy all of our obligations to
the holders of our debt and could limit our ability to obtain additional debt
financing to fund our working capital requirements. In addition, the indentures
underlying the subordinated debentures of our mortgage lending subsidiary
contain financial and other restrictive covenants that may limit its ability to
incur additional indebtedness. Our mortgage lending subsidiary has and expects
to continue to rely on the issuance of its subordinated debentures in
registered, best efforts offerings to the public as a source of funds to support
its loan originations. The inability to incur additional indebtedness could
adversely affect our business and financial condition by, among other things,
limiting our flexibility in planning for, or reacting to, changes in our
industry; placing us at a competitive disadvantage with respect to our
competitors who may operate on a less leveraged basis. As a result, this may
make us more vulnerable to changes in economic conditions and require us to
dedicate a substantial portion of our cash flow from operations to the repayment
of our indebtedness, which would reduce the funds available for other purposes
which, in turn, could have a negative impact on our profitability and our stock
price.
WE OPERATE IN A HIGHLY REGULATED INDUSTRY AND GOVERNMENT REGULATIONS
SIGNIFICANTLY AFFECT OUR BUSINESS.
The banking industry is extensively regulated. Banking regulations are
intended primarily to protect depositors, consumers and the Bank Insurance Fund
of the Federal Deposit Insurance Corporation, referred to in this prospectus as
the FDIC, and not stockholders. We are subject to regulation and supervision by
the Board of Governors of the Federal Reserve System, or Federal Reserve Board,
referred to in this prospectus as the FRB, and the bank is subject to regulation
and supervision by the Office of the Comptroller of the Currency, referred to in
this prospectus as the OCC. Regulatory requirements affect our lending
practices, capital structure, investment practices, dividend policy and growth.
The bank regulatory agencies have broad authority to prevent or remedy unsafe or
unsound practices or violations of law. We are subject to regulatory capital
requirements, and a failure to meet minimum capital requirements or to comply
with other regulations could result in actions by regulators that could
adversely affect our ability to pay dividends or otherwise adversely impact our
operations. In addition, changes in law, regulations and regulatory practices
affecting the banking industry may limit the manner in which we may conduct our
business.
WE DEPEND ON BROKERS AND OTHER SOURCES FOR OUR MORTGAGE LENDING ACTIVITIES AND
ANY REDUCTION IN REFERRALS COULD LIMIT OUR ABILITY TO GROW.
We rely significantly on referrals from mortgage brokers for our loan
originations. Our ability to maintain our history of growth may depend, in part,
on our ability to continue to attract referrals from mortgage brokers. If those
referrals were to decline or did not continue to expand, there can be no
assurances that other sources of loan originations would be available to assure
our ability to maintain a level of growth consistent with our historical
performance.
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SINCE WE ENGAGE IN COLLATERAL-BASED LENDING AND MAY BE FORCED TO FORECLOSE ON
THE COLLATERAL PROPERTY AND OWN THE UNDERLYING REAL ESTATE, WE MAY BE SUBJECT TO
THE INCREASED COSTS ASSOCIATED WITH THE OWNERSHIP OF REAL PROPERTY WHICH COULD
RESULT IN REDUCED REVENUES.
Since we are primarily a collateral-based lender, we may have to foreclose
on the collateral property to protect our investment and may thereafter own and
operate such property, in which case we are exposed to the risks inherent in the
ownership of real estate. The amount that we, as a mortgagee, may realize after
a default, is dependent upon factors outside of our control, including, but not
limited to:
- general or local economic conditions;
- neighborhood values;
- interest rates;
- real estate tax rates;
- operating expenses of the mortgaged properties;
- supply of and demand for rental units or properties;
- ability to obtain and maintain adequate occupancy of the
properties;
- zoning laws;
- governmental rules, regulations and fiscal policies; and
- acts of God.
Certain expenditures associated with the ownership of real estate,
principally real estate taxes and maintenance costs, may adversely affect the
income from the real estate. Therefore, the cost of operating a real property
may exceed the rental income earned from such property, and we may have to
advance funds in order to protect our investment or we may be required to
dispose of the real property at a loss. The foregoing expenditures and costs
could adversely affect our ability to generate revenues, resulting in reduced
levels of profitability.
THE EMPLOYMENT AGREEMENT OF OUR CHIEF EXECUTIVE OFFICER PERMITS HIM TO ENGAGE IN
ACTIVITIES THAT MAY BE CONSIDERED TO BE COMPETING WITH OUR SUBSIDIARIES, WHICH
MAY HAVE AN ADVERSE EFFECT ON THE BUSINESS OF OUR SUBSIDIARIES.
The long-term employment agreement between us and our chief executive
officer expressly permits him to engage in outside activities, including
activities competitive with our subsidiaries. This may have a material adverse
effect on the business and financial condition of our subsidiaries.
IF WE FAIL TO MAINTAIN AN EFFECTIVE SYSTEM OF INTERNAL CONTROL OVER FINANCIAL
REPORTING, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR
PREVENT FRAUD. AS A RESULT, CURRENT AND POTENTIAL STOCKHOLDERS, DEPOSITORS AND
SUBORDINATED DEBENTURE HOLDERS COULD LOSE CONFIDENCE IN OUR FINANCIAL REPORTING,
WHICH COULD ADVERSELY AFFECT OUR BUSINESS, THE TRADING PRICE OF OUR STOCK AND
OUR ABILITY TO SELL SUBORDINATED DEBENTURES AND ATTRACT ADDITIONAL DEPOSITS.
The requirements of Section 404 of the Sarbanes Oxley Act and Securities
and Exchange Commission rules and regulations require an annual management
report on our internal controls over financial reporting, including, among other
matters, management's assessment of the effectiveness of our internal control
over financial reporting, and an attestation report by our independent
registered public accounting firm addressing these assessments. Beginning with
our annual report for the year ending December 31, 2007, we will have to include
in our annual reports on Form 10-K filed with the Securities and Exchange
Commission a report of management regarding our internal controls over financial
reporting in accordance with the above requirements. In this regard, we are
continuing our process to document and evaluate our internal control over
financial reporting in order to satisfy these requirements. The process includes
11
internal resources and the involvement of outside consultants. This process is
designed to (i) assess and document the adequacy of our internal control over
financial reporting, (ii) take steps to improve our control processes, where
appropriate, and (iii) verify through testing that our controls are functioning
as documented. To date, we have identified certain deficiencies in the design
and operating effectiveness of our internal control over financial reporting,
and we believe that they have been corrected or are in the process of being
corrected. Although this process is not completed, management is not aware of
any "significant deficiencies" or "material weaknesses" in our internal controls
over financial reporting, as defined in applicable Securities and Exchange
Commission rules and regulations. If we fail to identify and correct any
significant deficiencies in the design or operating effectiveness of our
internal control over financial reporting we may not be able to report our
financial results with the desired degree of accuracy or to prevent fraud.
ENVIRONMENTAL LIABILITY ASSOCIATED WITH COMMERCIAL LENDING COULD HAVE A MATERIAL
ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In the course of our business, we may acquire, through foreclosure,
properties securing loans that are in default. There is a risk that hazardous
substances could be discovered on those properties. In this event, we may be
required to remove the substances from and remediate the properties at our cost
and expense. The cost of removal and environmental remediation could be
substantial. We may not have adequate remedies against the owners of the
properties or other responsible parties and could find it difficult or
impossible to sell the affected properties. These events could have a material
adverse effect on our business, financial condition and operating results.
WE FACE STRONG COMPETITION IN OUR MARKET AREAS, WHICH MAY LIMIT OUR GROWTH AND
PROFITABILITY.
Our market areas, which primarily consist of the New York City area and the
Tampa Bay area of Florida, are very competitive, and the level of competition
facing us may increase further, which may limit our growth and profitability. We
experience competition in both lending and attracting deposits from other banks
and nonbanks located within and outside our market areas, some of which are
significantly larger institutions or institutions with greater resources, lower
cost of funds or a more established market presence. Nonbank competitors for
deposits and deposit-type accounts include savings associations, credit unions,
securities firms, money market funds, life insurance companies and the mutual
funds industry. For loans, we encounter competition from other banks, savings
associations, finance companies, mortgage bankers and brokers, insurance
companies, credit card companies, credit unions, pension funds and securities
firms.
TERRORIST ACTS AND ARMED CONFLICTS MAY ADVERSELY AFFECT OUR BUSINESS.
Terrorist acts, such as those that occurred on September 11, 2001, as well
as the war on terror may have an adverse impact on our results of operations and
on the economy in general. Since the properties underlying a high concentration
of our mortgage loans are located in New York City, we may be more vulnerable to
the adverse impact of such occurrences than other institutions.
Risks Relating to this Offering
BECAUSE OUR SECURITIES ARE NOT FDIC INSURED, YOU RISK A LOSS OF YOUR ENTIRE
INVESTMENT.
Neither our Class A Common Stock nor our Class B Common Stock is a savings
or deposit account or other obligation of the bank, such shares are not insured
by the FDIC or any other governmental agency and are subject to investment risk,
including the loss of your entire investment.
12
THERE IS NOT PRESENTLY AN ACTIVE TRADING MARKET FOR OUR SHARES OF CLASS A COMMON
STOCK AND OUR CLASS B COMMON STOCK IS NOT LISTED ON AN EXCHANGE, AND THEREFORE
YOU MAY NOT BE ABLE TO SELL ANY SHARES OF CLASS A COMMON STOCK OR CLASS B COMMON
STOCK IN THE EVENT THAT YOU NEED A SOURCE OF LIQUIDITY.
Although our Class A Common Stock is listed on the NASDAQ Global Select
Market system, the trading in our Class A Common Stock has substantially less
liquidity than the trading in the stock of many other companies listed on that
market. A public trading market in our Class A Common Stock that has the desired
characteristics of depth, liquidity and orderliness depends on the presence in
the market of willing buyers and sellers of our Class A Common Stock at any
time. This presence depends on the individual decisions of investors and general
economic and market conditions over which we have no control. Further, because
our Class B Common Stock is not listed on an exchange, the foregoing desired
characteristics of depth, liquidity and orderliness is even more difficult to
attain. In the absence of an active trading market for our Class A Common Stock
or our Class B Common Stock, you may be unable to sell your shares of Class A
Common Stock or Class B Common Stock at or above the applicable exercise price.
MANAGEMENT HAS DISCRETIONARY USE OF THE PROCEEDS FROM THIS OFFERING AND YOU MAY
NOT AGREE WITH THE USES WE CHOOSE TO MAKE WITH THE PROCEEDS.
Management will have broad discretion with respect to the deployment of the
net proceeds from this offering. All determinations concerning the use of the
net proceeds will be made by our management. Accordingly, there is a greater
degree of uncertainty concerning the return on any investments we may make, than
would be the case if specific investments were identified, and there is no
assurance that you will agree with the uses that we choose to make of these net
proceeds.
WE HAVE NEVER PAID CASH DIVIDENDS TO OUR STOCKHOLDERS AND HAVE NO PRESENT PLANS
TO PAY CASH DIVIDENDS.
Since our formation, we have not paid any cash dividends to our
stockholders, and we have no present intention to pay cash dividends in the
foreseeable future. Dividends, if and when paid by us, are subject to our
financial condition and the financial condition of our subsidiaries, as well as
other business considerations, including restrictions on the payment of
dividends contained in the documents governing our trust preferred securities.
In addition, applicable federal banking regulations and Delaware law limit our
ability to pay dividends. Accordingly, there can be no assurance that any
dividends will be paid in the future.
VOTING CONTROL OF OUR BOARD OF DIRECTORS IS HELD BY A LIMITED NUMBER OF
STOCKHOLDERS, WHOSE INTERESTS MAY NOT ALWAYS BE ALIGNED WITH YOURS.
As of the date of this prospectus, three stockholders, one whom is the
Chairman and Chief Executive Officer, and the other two of whom are the mother
and sister of our Chairman and Chief Executive Officer, together beneficially
owned all of the outstanding Class B Common Stock. The holders of our Class B
Common Stock, as a separate class, can elect two-thirds of our directors. As a
result, voting control continues to rest with those persons. Therefore, the
holders of our Class A Common Stock are not able to replace current management,
since they only elect one-third of our directors. As the interests of the
controlling stockholders might not always be aligned with your interests, these
persons may exercise control over us in a manner detrimental to your interests.
For example, the holders of Class B Common Stock could delay, deter or prevent a
change in control or other business combination that might otherwise be deemed
beneficial to our other stockholders.
13
"ANTI-TAKEOVER" PROVISIONS AND THE REGULATIONS TO WHICH WE MAY BE SUBJECT MAY
MAKE IT MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE CONTROL OF US, EVEN IF THE
CHANGE IN CONTROL WOULD BE BENEFICIAL TO OUR STOCKHOLDERS.
We are a financial holding company incorporated in Delaware. Anti-takeover
provisions in Delaware law and our certificate of incorporation and bylaws, as
well as regulatory approvals required under federal banking laws, could make it
more difficult for a third party to acquire control of us and may prevent
stockholders from receiving a premium for their shares of Class A Common Stock.
Our certificate of incorporation provides that our board of directors may issue
up to 300,000 shares of preferred stock, in one or more series, without
stockholder approval and with such terms, preferences, rights and privileges as
the board of directors may deem appropriate. These and other factors may hinder
or prevent a change in control, even if the change in control would be
beneficial to our stockholders. See "Description of Our Securities - Certain
Provisions Having Potential Anti-Takeover Effects."
RATIO OF EARNINGS TO FIXED CHARGES (1)
Nine Months
Ended
September 30, Fiscal Years Ended December 31,
-------------------------------
2006 2005 2004 2003
------------- ------------- ------------- -------------
CONSOLIDATED COMPANY
Excluding interest on deposits 4.3 3.6 2.6 2.6
Including interest on deposits 1.6 1.6 1.5 1.6
INTERVEST BANCSHARES CORPORATION(2) 1.0 1.0 1.0 0.8
INTERVEST MORTGAGE CORPORATION 1.8 1.8 1.6 1.5
(1) The ratio of earnings to fixed charges has been computed by dividing
earnings (before the provision for income taxes and fixed charges) by fixed
charges. Fixed charges consist of interest expense incurred during the
period and amortization of deferred debenture offering costs. (2) Intervest
Bancshares Corporation's earnings include dividends received from its
subsidiaries for purposes of this calculation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission under the Securities
Exchange Act of 1934. You may read and copy any reports, statements or other
information on file at the SEC's public reference room located at 100 F. Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 to obtain
information on the operation of the public reference room. The SEC filings are
also available to the public from commercial document retrieval services. These
filings are also available at the Internet website maintained by the SEC at
http://www.sec.gov.
- ------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED IN
OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS PROSPECTUS AND IN THE DOCUMENTS THAT WE HAVE INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE INFORMATION
CONTAINED IN THIS DOCUMENT AND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
We incorporate information into this prospectus by reference, which means
that we disclose important information to you by referring you to another
document filed separately with the SEC. The information incorporated by
reference is deemed to be part of this prospectus, except to the extent
superseded by information contained herein or by information contained in
documents filed with or furnished to the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set forth below that
have been previously filed with the SEC. These documents contain important
information about us and our financial condition.
14
INTERVEST BANCSHARES CORPORATION
SEC FILINGS (FILE NO. 000-23377) PERIOD
- --------------------------------------------- --------------------------------------
Annual report on Form 10-K Year ended December 31, 2005 (filed
March 8, 2006)
Quarterly Report on Form 10-Q Quarter ended March 31, 2006 (filed
May 10, 2006)
Quarterly Report on Form 10-Q Quarter ended June 30, 2006 (filed
August 7, 2006)
Quarterly Report on Form 10-Q Quarter ended September 30, 2006
(filed November 2,2006)
Current Reports on Form 8-K May 17, 2006, June 28, 2006, August 9,
2006, August 22, 2006,September 22,
2006, and October 6, 2006
The description of our Class A Common Stock
contained in our Registration Statement on
Form 8-A12G under the heading "Description
Of Registrant's Securities to be Registered" Filed on November 14, 1997
We also incorporate by reference into this prospectus additional documents that
we may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act from the date of this prospectus to the end of the offering of the Class A
Common Stock and Class B Common Stock. These documents may include annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form
8-K, as well as proxy statements. We are not incorporating by reference any
information furnished under items 2.02 or 7.01 (or corresponding information
furnished under item 9.01 or included as an exhibit) in any past or future
current report on Form 8-K that we may file with the SEC, unless otherwise
specified in such current report.
You may obtain copies of any of these filings through Intervest Bancshares
Corporation as described below, through the SEC or through the SEC's Internet
website as described above. Documents incorporated by reference are available
without charge, excluding all exhibits unless an exhibit has been specifically
incorporated by reference into this prospectus, by requesting them in writing or
by telephone at:
Intervest Bancshares Corporation
One Rockefeller Plaza, Suite 400
New York, New York 10020-2002
Attn: Secretary
(212) 218-2800
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein contain
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All statements, other than statements of historical facts,
included or incorporated herein regarding our strategy, future operations,
financial position, future revenues, projected costs, prospects, plans and
objectives are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "anticipates," "believes,"
"estimates," "expects," "intends," "may," "plans," "projects," "will," "would,"
and similar expressions or expressions of the negative of these terms.
15
Such statements are only predictions and, accordingly, are subject to
substantial risks, uncertainties and assumptions.
Many factors could affect our actual results, and variances from our current
expectations regarding such factors could cause actual results to differ
materially from those expressed in our forward-looking statements. We presently
consider the factors set forth above under the heading "Risk Factors" and those
set forth below to be important factors that could cause actual results to
differ materially from our published expectations. However, management cannot
predict all factors, or combinations of factors, that may cause actual results
to differ materially from those projected in any forward-looking statements.
Factors that could cause our results to be different from our expectations
include:
- statements relating to projected growth, anticipated improvements in
earnings, earnings per share, and other financial performance
measures, and management's long term performance goals;
- statements relating to the anticipated effects on results of
operations or our financial condition from expected developments or
events;
- statements relating to our business and growth strategies, including
potential acquisitions; and
- any other statements which are not historical facts.
You should not place undue reliance on any forward-looking statement. We
undertake no obligation to update any forward-looking statement to reflect
events or circumstances after the date of this prospectus or to reflect the
occurrence of unanticipated events.
USE OF PROCEEDS
We will not receive any proceeds in connection with the conversion of the
Series 5/14/98 debentures, and the net proceeds to us upon the exercise of
warrants, will depend upon the number of warrants actually exercised and cannot
be determined at this time. However, assuming all of the warrants were to be
exercised, the net proceeds to us would be approximately $4.8 million.
We intend to use the net proceeds we receive from the exercise of warrants
for general corporate purposes, including, without limitation, the financing of
the expansion of our business through acquisitions, the establishment of new
branches or subsidiaries, and the infusion of capital to our current or future
subsidiaries. Neither we nor any of our subsidiaries currently has any plans,
understandings, arrangements or agreements, written or oral, with respect to the
establishment of any branches or with respect to any specific acquisition
prospect, and none of them is presently negotiating with any party with respect
thereto.
The actual application of net proceeds received by us will depend on the
capital needs of our subsidiaries, our own financial requirements and available
business opportunities. None of the uses described herein constitute a
commitment by us to expend the proceeds in a particular manner. We reserve the
right to make shifts in the allocation of the proceeds from this offering if
future events, including changes in the economic climate or our planned
operations, make such shifts necessary or desirable. In such events, proceeds
may be applied to the working capital requirements of the Company or its
subsidiaries. Pending their ultimate application, the net proceeds will be
invested in relatively short-term investments or otherwise applied as management
may determine.
16
DETERMINATION OF OFFERING PRICE
Our Class A Common Stock is presently listed on the Nasdaq Global Select
Market under the symbol "IBCA". There is no public-trading market for our Class
B Common Stock
At the time of original issuance of the warrants, there was no established
trading market for any of our securities. Accordingly, the exercise prices for
the warrants and the conversion prices for the 5/14/98 debentures were
established based upon a number of factors, including the following: (i) our
financial condition and the financial condition of our subsidiaries; (ii) the
experience of management; and (iii) the general status of the securities markets
and other relevant factors. We have reviewed the exercise and conversion prices
from time to time and have previously approved certain reductions in the
exercise price of the warrants and the conversion prices of 5/14/98 debentures,
which revised prices are described in this prospectus.
PLAN OF DISTRIBUTION
The warrants are not exercisable and the 5/14/98 debentures are not
convertible unless we have a current prospectus covering the shares issuable
upon exercise of the warrants or conversion of the 5/14/98 debentures. This
prospectus covers those shares of Class A Common Stock and Class B Common Stock
issuable upon exercise and conversion.
Shares of Class A Common Stock and Class B Common Stock will be issued by
us, from time to time, upon exercise of the warrants and the 5/14/98 debentures
by the holders thereof. Warrants may be exercised by the holders thereof by
mailing or delivering a completed and duly executed election to purchase form
which is on the reverse side of the warrant certificate, together with payment
of the applicable exercise price per share for each warrant surrendered to the
Bank of New York, the Company's warrant agent, prior to expiration of the
warrant. Payment may be made in certified funds, cashier check, bank draft or
bank check, payable to the order of the warrant agent. All funds received by the
warrant agent from the exercise of warrants will be forwarded to us. The 5/14/98
debentures can be converted into shares of Class A Common Stock upon written
notice to us at the office maintained for that purpose and delivery of the
certificate representing the debentures to be converted.
DESCRIPTION OF OUR SECURITIES
The following descriptions do not purport to be complete and are subject
to, and qualified in their entirety by reference to, the more complete
descriptions thereof set forth in our restated certificate of incorporation and
our bylaws, as amended to date.
AUTHORIZATION
Our authorized capital stock consists of 13,000,000 shares of capital
stock. We are authorized to issue two classes of common stock, consisting of
12,000,000 shares of Class A Common Stock, par value $1.00 per share, and
700,000 shares of Class B Common Stock, par value $1.00 per share. We are also
authorized to issue 300,000 shares of preferred stock, par value $1.00 per
share.
As of September 30, 2006, there were 7,470,490 shares of Class A Common
Stock And 385,000 shares of Class B Common Stock issued and outstanding, and no
shares of preferred stock were issued and outstanding. At September 30, 2006,
there were approximately 2,500 holders of record of the Class A Common Stock,
which includes persons or entities that hold their stock in nominee form or in
street name through various brokerage firms, and three holders of record of
Class B Common Stock.
17
COMMON STOCK
Dividend Rights. Subject to preferences that might be applicable to any
shares of our preferred stock that may hereafter be issued, the holders of Class
A and Class B Common Stock are entitled to share ratably in such dividends as
may be declared by the board of directors out of funds legally available
therefor. To date, we have not paid, and there is not current intention to pay,
any cash or stock dividends on our capital stock.
As a Delaware corporation, we may not declare and pay dividends on our
capital stock if the amount paid exceeds an amount equal to the surplus which
represents the excess of our net assets over paid-in-capital or, if there is no
surplus, our net earnings for the current and/or immediately preceding fiscal
year. Dividends cannot be paid from our net profits unless the paid-in- capital
represented by the issued and outstanding stock having a preference upon the
distribution of our assets at the market value is intact. Under applicable
Delaware case law, dividends may not be paid on our capital stock if we become
insolvent or the payment of the dividend will render us insolvent. To the extent
we were to pay dividends and we are deemed to be insolvent or inadequately
capitalized, a bankruptcy court could direct the return of any dividends. The
primary source of funds for cash dividends payable by us to our stockholders is
the cash dividends received from our subsidiaries. A subsidiaries payment of
cash dividends to us is determined by that subsidiary's board of directors and
is dependent upon a number of factors, including the subsidiary's capital
requirements, applicable regulatory limitations, results of operations,
financial condition and any restrictions arising from outstanding indentures.
Voting Rights. Each share of our Class A and Class B Common Stock entitles
its holder to one vote in the election of directors as well as all other matters
to be voted on by stockholders. Both classes of common stock have equal voting
rights as to all matters, except that, so long as at least 50,000 shares of
Class B Common Stock are issued and outstanding, the holders of the Class B
Common Stock are entitled to vote for the election of two-thirds (rounded up to
the nearest whole number) of the directors, and the holders of Class A Common
Stock are entitled to elect the remaining directors. Holders of our Class A or
Class B Common Stock are not entitled to cumulate their votes in the election of
directors. Under Delaware law, the holders of each class of our common stock
would be entitled to vote as a separate class on certain matters that would
adversely affect or subordinate the rights of that class.
Conversion Rights. The shares of Class B Common Stock are convertible, at
any time, on a share for share basis, into shares of Class A Common Stock at the
option of the holder.
No Preemptive Rights. Holders of our Class A and Class B Common Stock do
not have any preemptive rights to subscribe for additional shares on a pro rata
basis or otherwise when additional shares are offered for sale by us.
Assessment and Redemption. Our common stock is not subject to redemption or
any sinking fund provisions, and all outstanding shares are fully paid and
non-assessable.
Liquidation Rights. Subject to preferences that might be applicable to any
shares of our preferred stock that may hereafter be issued, in the event of our
liquidation, dissolution or winding up, the holders of our Class A and Class B
Common Stock are entitled to receive, pro rata, after payment of all of our
debts and liabilities, all of our remaining assets available for distribution in
cash or in kind. In the event of any liquidation, dissolution or winding up of
any subsidiary, the holding company, as the sole shareholder of the subsidiary's
common stock, would be entitled to receive all remaining assets of that
subsidiary available for distribution in cash or in kind after payment of all
debts and liabilities of the subsidiary (including, in the case of the bank, all
deposits and accrued interest thereon).
18
PREFERRED STOCK
The authorized preferred stock is available for issuance from time to time
at the discretion of our board of directors without stockholder approval. The
board of directors has the authority to prescribe for each series of preferred
stock it establishes the number of shares in that series, the number of votes
(if any) to which the shares in that series are entitled, the consideration for
the shares in that series, and the designations, powers, preferences and other
rights, qualifications, limitations or restrictions of the shares in that
series. Depending upon the rights prescribed for a series of preferred stock,
the issuance of preferred stock could have an adverse effect on the voting power
of the holders of common stock and could adversely affect holders of common
stock by delaying or preventing a change in control, making removal of our
present management more difficult or imposing restrictions upon the payment of
dividends and other distributions to the holders of common stock.
WARRANTS
The warrants are held by the estate of Jerome Dansker, our former chairman
and founder. As of September 30, 2006, Mr. Dansker's estate held warrants to
purchase up to 501,465 shares of our Class A Common Stock at an exercise price
of $6.67 per share. These warrants, which were issued in 1994 and expire on
January 31, 2007, and may be exercised at any time, in whole or in part, prior
to the expiration date, provided that the warrants may not be exercised for
fewer than 100 shares unless exercised as to all remaining shares.
Also as of September 30, 2006, Mr. Dansker's estate held warrants to
purchase up to 195,000 shares of our Class B Common Stock. One warrant, to
purchase up to 145,000 shares of our Class B Common Stock, at an exercise price
of $6.67 per share, expires on January 31, 2008. The remaining warrant allows
the purchase of up to 50,000 shares of Class B Common Stock at an exercise price
of $10.00 per share and also expires on January 31, 2008.
The exercise price and the number of shares covered by the warrants are
subject to adjustment upon occurrence of certain events, including stock
dividends, stock splits and similar recapitalizations affecting our common
stock, or sales by us of shares of our common stock at prices less than the
exercise price of the warrants. The board of directors has the authority to
extend the expiration date of the warrants from time to time to a term not to
extend beyond two years after the current expiration dates.
CERTAIN PROVISIONS HAVING POTENTIAL ANTI-TAKEOVER EFFECTS
General. The following is a summary of the material provisions of Delaware
General Corporation Law and our restated certificate of incorporation and bylaws
that address matters of corporate governance and the rights of stockholders.
Certain of these provisions may delay or prevent takeover attempts not first
approved by our board of directors (including takeovers which certain
stockholders may deem to be in their best interests). These provisions also
could delay or frustrate the removal of incumbent directors or the assumption of
control by stockholders. The primary purpose of these provisions is to encourage
negotiations with our management by persons interested in acquiring control of
Intervest Bancshares Corporation. All references to the certificate of
incorporation and bylaws are to our restated certificate of incorporation and
bylaws in effect on the date of this prospectus.
Filling Vacancies. Vacancies occurring in our board of directors may be
filled by the stockholders or a majority of the remaining directors, even though
less than a quorum. Vacancies filled by the stockholders will be filled in
accordance with the relative voting rights of the holders of our Class A and
Class B Common Stock in connection with an election of directors, as described
above.
19
Amendment of Bylaws. Subject to certain restrictions described below,
either a majority of our board of directors or our stockholders may amend or
repeal the bylaws. Generally, the stockholders may adopt, amend, or repeal the
bylaws in accordance with the Delaware General Corporation Law.
Special Meetings of Stockholders. Our bylaws provide that special meetings
of stockholders may be called only by our chairman, our president, our board of
directors or by a committee of the board of directors whose authority includes
the power to call such meetings.
Authorized But Unissued Shares. Delaware law does not require stockholder
approval for any issuance of authorized shares. Authorized but unissued shares
may be used for a variety of corporate purposes, including future public or
private offerings to raise additional capital or to facilitate corporate
acquisitions. One of the effects of the existence of authorized but unissued
shares may be to enable the board of directors to issue shares to persons
friendly to current management, which issuance could render more difficult or
discourage an attempt to obtain control of us by means of a merger, tender
offer, proxy contest or otherwise, and thereby protect the continuity of our
management and possibly deprive the stockholders of opportunities to sell their
shares of common stock at prices higher than prevailing market prices.
Preferred Stock. Under the terms of our certificate of incorporation, our
board of directors is authorized to issue shares of preferred stock in one or
more series without stockholder approval. Our board of directors has the
discretion to determine the rights, preferences, privileges and restrictions,
including voting rights, dividend rights, conversion rights, redemption
privileges and liquidation preferences, of each series of preferred stock. The
purpose of authorizing our board of directors to issue preferred stock and
determine its rights and preferences is to provide flexibility and eliminate
delays associated with a stockholder vote on specific issues. However, the
ability of our board of directors to issue preferred stock and determine its
rights and preferences may have the effect of delaying or preventing a change in
control, as described above under "Description of Our Securities - Preferred
Stock."
Statutory and other Restrictions on Acquisition of our Capital Stock.
Provisions of our certificate of incorporation and bylaws may have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of us. These provisions could
limit the price that certain investors might be willing to pay in the future for
shares of our common stock. These provisions:
- give the holders of Class B Common Stock the right to elect
two-thirds (rounded up to the nearest whole number) of our board
of directors; and
- allow us to issue preferred stock without any vote or
further action of the stockholders.
We are subject to Section 203 of the Delaware General Corporation Law,
which, subject to certain exceptions, prohibits a Delaware corporation from
engaging in any business combination with an interested stockholder, unless:
- prior to the time of the proposed action, the board of directors
of the corporation approved either the business combination or the
transaction that resulted in the stockholder becoming an interested
stockholder;
- upon completion of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned (i) by persons who
are directors and also officers and (ii) by employee stock plans in
which
20
employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
- at or subsequent to the time of the proposed action, the business
combination is approved by the board of directors and authorized at an
annual or special meeting of stockholders, and not by written consent,
by the affirmative vote of at least two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.
These provisions are intended to enhance the likelihood of continuity and
stability in the composition of the board and in policies formulated by the
board and to discourage certain types of transactions that may involve an actual
or threatened change of control of our company. These provisions are designed to
reduce our vulnerability to an unsolicited proposal for a takeover that does not
contemplate the acquisition of all of our outstanding shares or an unsolicited
proposal for the restructuring or sale of all or part of our company.
LIMITATIONS ON DIRECTOR LIABILITY
Our certificate of incorporation provides that our directors shall
generally not be liable to us or any of our stockholders for monetary damages
for breach of duty as a director to the fullest extent permitted by the Delaware
General Corporation Law. This provision will eliminate such liability except for
(i) any breach of the director's duty of loyalty to us or to our stockholders,
(ii) acts and omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) liability for unlawful payment
of dividends or unlawful stock purchases or redemptions in violation of the
Delaware General Corporation Law, and (iv) any transaction from which the
director derived an improper personal benefit.
INDEMNIFICATION OF DIRECTORS AND OFFICER
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
under the provisions discussed above or otherwise, we have been advised that, in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
REGISTRAR AND TRANSFER AGENT
The registrar and transfer agent for our Class A and Class B Common Stock
is The Bank of New York.
OUR SECURITIES ARE NOT INSURED BY THE FDIC
An investment in any of our securities, including our Class A Common Stock
and our Class B Common Stock, will not be a deposit or a savings account and
will not be insured or guaranteed by the FDIC or any other governmental agency
and is subject to investment risk, including the possible loss of your entire
investment.
DESCRIPTION OF THE SERIES 5/14/98 CONVERTIBLE SUBORDINATED DEBENTURES
General. The 5/14/98 debentures are generally unsecured, subordinated
obligations of ours, limited to an original aggregate principal amount of
$7,000,000 and mature on July 1, 2008. At September 30, 2006, there was a total
of $1,830,000 principal amount of 5/14/98 debentures outstanding.
The 5/14/98 debentures were issued pursuant to an Indenture dated as of
June 1, 1998 (the "Indenture") between us and the Bank of New York, as trustee
(the "Trustee"). Interest on the 5/14/98 debentures accrues each calendar
quarter at the rate of 8% per annum. In addition, interest accrues each calendar
quarter on the balance of the accrued interest as of the last day of
21
the preceding calendar quarter at the same interest rate. All accrued interest
on the 5/14/98 debentures is payable at maturity, whether by acceleration,
redemption or otherwise.
Any debenture holder may, on or before July 1 of each year, elect to be
paid all accrued interest on the 5/14/98 debentures and to thereafter receive
payments of quarterly interest. The election must be made after April 1 and
before May 31 and the holder will receive a payment of accrued interest on July
1 and will thereafter receive quarterly payments of interest on the first day of
each January, April, July and October until the maturity date. Once made, an
election to receive interest is irrevocable. Quarterly interest is payable to
holders of record on the first day of the month preceding the interest payment
date.
Conversion Rights. The 5/14/98 debentures are convertible, at the option of
the holder, into shares of our Class A Common Stock at any time prior to April
1, 2008 (subject to prior redemption by us on not less than 30 days notice and
not more than 90 days notice), at a current conversion price of $16.00 per share
through December 31, 2006, which conversion price increases annually thereafter
on January 1 of each year, as follows: $18.00 in 2007; and $20.00 from January
1, 2008 through April 1, 2008. We have the right, from time to time in our
discretion to establish conversion prices per share which are less than the
conversion prices set forth above, which lower prices will remain in effect for
such periods as we may determine and as shall be set forth in a written notice
to the holders of 5/14/98 debentures. We have, on two occasions, reduced the
price at which the 5/14/98 debentures may be converted during specified periods.
The conversion price is subject to adjustment in certain events, including
(i) dividends (and other distributions) payable in Class A common stock on any
class of our capital stock, (ii) the issuance to all holders of common stock of
rights or warrants entitling them to subscribe for or purchase shares of Class A
common stock at less than the current market price (as defined), (iii)
subdivisions, combinations and reclassifications of common stock, (iv)
distributions to all holders of Class A common stock of evidence of indebtedness
or assets (including securities, but excluding those dividends, rights, warrants
and distributions referred to above and any dividend or distribution paid
exclusively in cash.
Fractional shares of Class A common stock will not be issued upon
conversion, but, in lieu thereof, we will pay cash adjustment equal to the
portion of the principal and/or interest not converted into whole shares.
LEGAL MATTERS
Harris Beach PLLC, Pittsford, New York will pass on the legality of the
securities offered by this prospectus. Thomas E. Willett, a member of Harris
Beach PLLC, serves as one of our directors and is the beneficial owner of 6,000
shares of our Class A Common Stock.
EXPERTS
The consolidated balance sheets of Intervest Bancshares Corporation and
subsidiaries as of December 31, 2005 and 2004 and the related consolidated
statements of earnings, changes in stockholders' equity and cash flows for the
three-year period ended December 31, 2005, appearing in our Annual Report on
Form 10-K, have been audited by Hacker, Johnson & Smith P.A., P.C., Tampa,
Florida, Independent Registered Public Accounting Firm, as set forth in their
report thereon, included therein, and incorporated herein by reference. The
financial statements of Intervest Bancshares Corporation and Subsidiaries are
included in reliance upon such reports, given on the authority of those firms as
experts in accounting and auditing.
22
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses, other than
the underwriting discounts and commissions, payable by the registrant in
connection with the offering of the securities being registered. All the amounts
shown are estimates, except for the registration fee.
SEC registration fee $ 0.00*
Accounting fees and expenses $1,000
Legal fees and expenses $3,000
Printing and miscellaneous expenses $2,000
--------
$6,000
------------
ITEM15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") empowers a Delaware corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
other enterprise. A corporation may indemnify such person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A corporation may,
in advance of the final disposition of any civil, criminal, administrative or
investigative action, suit or proceeding, pay the expenses (including attorneys'
fees) incurred by any officer or director in defending such action, provided
that the officer or director undertakes to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
corporation.
A Delaware corporation may indemnify officers and directors in an action by
or in the right of the corporation to procure a judgment in its favor under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him or
her against the expenses (including attorneys' fees) which he or she actually
and reasonably incurred in connection therewith. The indemnification provided by
the DGCL is not deemed to be exclusive of any other rights to which those
seeking indemnification may be entitled under any corporation's bylaws,
agreement, vote or otherwise.
The Registrant's bylaws provide that the Registrant will indemnify any
person made or threatened to be made a party to any action or proceeding by
reason of the fact that he, his testator or intestate, is or was a director or
officer, and any director or officer who served any other company in any
capacity at the Registrant's request, in the manner and to the maximum extent
permitted by the DGCL, as the same now exists or may hereafter be amended in a
manner more favorable to persons entitled to indemnification; and the Registrant
may, in the discretion of its board of directors, indemnify all other corporate
personnel to the extent permitted by law. The right to indemnification contained
in the Registrant's bylaws includes the right to be paid by the Registrant the
expenses (including attorneys' fees) incurred in defending any such proceeding
in advance of its final disposition.
An employment agreement between the Registrant and Lowell S. Dansker,
chairman, president, and chief executive officer, contains indemnification
provisions, in addition to those contained in the Registrant's bylaws, which
provide that the Registrant will indemnify and hold him harmless against all
losses, claims, damages or liabilities (including legal fees, disbursements, and
any other expenses incurred in investigating or defending against any such loss,
claim, damage or liability) arising (i) by reason of any acts or omissions or
any alleged acts or
III
omissions arising out of his activities in connection with the conduct of the
Registrant's business (or any of the Registrant's subsidiaries or affiliated
entities), (ii) by reason of the performance by him of the services to be
performed pursuant to the terms of the employment agreement, (iii) by reason of
any claim or allegation of failure to perform such services in accordance with
the terms of the employment agreement, or (iv) by reason of the performance of
services alleged to be beyond the scope of the authority conferred upon him
pursuant to the terms of the employment agreement; provided that, no indemnity
will be provided for losses, claims, damages or liabilities described above to
the extent that such losses, claims, damages or liabilities result from the
gross negligence or willful misconduct of such person. The indemnification
provided in the employment agreement survives the expiration or earlier
termination of such employment agreements and is in addition to any common law
or contractual rights of indemnification available at law or in equity, and
includes all costs and expenses of enforcing the right to indemnification. Under
the employment agreement, Mr. Lowell Dansker is also entitled, upon request, to
the payment by the Registrant of all costs and expenses paid or incurred by such
person in investigating, defending or settling any claim, loss, damage or
liability that may be subject to a right of indemnification.
Intervest Bancshares Corporation also has purchased a policy of directors'
and officers' liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended may be permitted to the Registrant's directors, officers and
controlling persons under the provisions discussed above or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.
ITEM16. EXHIBITS
SEE "EXHIBIT INDEX", WHICH IS INCORPORATED BY REFERENCE INTO THIS ITEM 16.
ITEM17. UNDERTAKINGS
(a) 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 of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
IV
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(4) That, for the purpose of determining liability of the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser: (i)Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to
Rule424; (ii) any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant; (iii)the portion of any other free writing prospectus
relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and (iv)any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
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.
(c) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such 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 question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
V
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on November 8, 2006.
INTERVEST BANCSHARES CORPORATION
By: /s/ Lowell S. Dansker
---------------------
Name: Lowell S. Dansker
Title: Chief Executive Officer, President and
Chairman
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lowell S. Dansker, Chief Executive
Officer, President and Chairman, and Stephen A. Helman, Vice President and
Secretary, and each of them, as attorneys-in-fact, each with the power of
substitution, for him and in his 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 sign any registration statement for the
same offering covered by this Registration Statement that is to be effective
upon filing pursuant to Rule 462(b) promulgated under the Securities Act of
1933, as amended, and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and all documents in connection therewith, with
the Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
VI
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN:
(PRINCIPAL EXECUTIVE OFFICER)
By: /s/ Lowell S. Dansker Date: 11/8/2006
---------------------
Lowell S. Dansker
CHIEF FINANCIAL OFFICER:
(PRINCIPAL FINANCIAL OFFICER):
By: /s/ John J. Arvonio Date: 11/8/2006
-------------------
John J. Arvonio
VICE PRESIDENT, SECRETARY AND DIRECTOR:
By: /s/ Stephen A. Helman Date: 11/8/2006
---------------------
Stephen A. Helman
DIRECTORS:
By: /s/ Michael A. Callen Date: 11/8/2006
---------------------
Michael A. Callen
By: /s/ Paul R. DeRosa Date: 11/8/2006
------------------
Paul R. DeRosa
By: /s/ Wayne F. Holly Date: 11/8/2006
------------------
Wayne F. Holly
By: /s/ Lawton Swan, III Date: 11/8/2006
--------------------
Lawton Swan, III
By: /s/ Thomas E. Willett Date: 11/8/2006
---------------------
Thomas E. Willett
By: /s/ David J. Willmott Date: 11/8/2006
---------------------
David J. Willmott
By: /s/ Wesley T. Wood Date: 11/8/2006
------------------
Wesley T. Wood
VII
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------------------------------------------------------
5.1 Opinion of Harris Beach PLLC
12 Computation of ratio of earnings to fixed charges.
23.1 Consent of Independent Registered Public Accounting Firm.
23.2 Consent of Harris Beach PLLC (included in Exhibit5.1).
24.1 Power of Attorney (included on signature page).
VIII