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As filed with the Securities and Exchange Commission on April 2, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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THE BANC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-1201350
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
17 NORTH TWENTIETH STREET
BIRMINGHAM, ALABAMA 35203
(Address of Principal Executive Offices)
(Zip Code)
SECOND AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN OF THE BANC CORPORATION
COMMERCE BANK OF ALABAMA INCENTIVE STOCK COMPENSATION PLAN
(Full Title of the Plans)
JAMES A. TAYLOR, JR.
PRESIDENT AND
CHIEF OPERATING OFFICER
THE BANC CORPORATION
17 NORTH TWENTIETH STREET
BIRMINGHAM, ALABAMA 35203
(Name and Address of Agent for Service)
(205) 326-2265
(Telephone Number, including Area Code, of Agent for Service)
The Commission is requested to send copies
of all notices and other communications to:
F. HAMPTON MCFADDEN, JR., ESQ.
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
THE BANC CORPORATION
17 NORTH TWENTIETH STREET
BIRMINGHAM, ALABAMA 35203
TEL: (205) 326-2265
FAX: (205) 327-3479
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered(1) Per Share Price Registration Fee
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Common Stock, par value $.001 500,000 shares $ N/A $2,500,000 $625
per share
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(1) Maximum number of shares of Registrant's Common Stock which may be
issued by Registrant pursuant to stock options granted or to be granted
under the Second Amended and Restated 1998 Stock Incentive Plan of The
Banc Corporation and the Commerce Bank of Alabama Incentive Stock
Compensation Plan (the "Plans").
(2) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, as amended, solely for the purpose of calculating the
registration fee, the maximum offering price per share is based on the
average of the high and low sales price of the Registrant's Common
Stock as reported on the Nasdaq National Market on March 29, 2001.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Instruction E of
Form S-8, promulgated pursuant to the Securities Act of 1933, as amended, to
register an additional 500,000 shares of The Banc Corporation's Common Stock
issuable pursuant to its Second Amended and Restated 1998 Stock Incentive Plan.
This Registration Statement includes a facing page, this page, the signature
page, an Exhibit Index, an Exhibit 5 Legal Opinion, and accountants' consents.
Pursuant to Instruction E, the content of The Banc Corporation's Registration
Statement on Form S-8 (No. 333-72747), including the exhibits thereto, are
incorporated by reference into this Registration Statement. All previously
registered shares may be issued pursuant to The Banc Corporation's Second
Amended and Restated 1998 Stock Incentive Plan or the Commerce Bank of Alabama
Stock Option Plan. Registration fees have been paid for all of these previously
registered shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Birmingham, State of Alabama, on March 30, 2001.
THE BANC CORPORATION
By /s/ JAMES A. TAYLOR
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James A. Taylor
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James A. Taylor and David R. Carter, and
each or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, 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 any subsequent
registration statements relating to the offering to which this Registration
Statement relates, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange 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 and to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or either of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board and
/s/ James A. Taylor Chief Executive officer
-------------------------------------------- (Principal Executive Officer) March 30, 2001
James A. Taylor
Executive Vice President,
/s/ David R. Carter Chief Financial Officer and Director
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David R. Carter Accounting Officer) March 30, 2001
/s/ Larry R. Mathews Vice Chairman March 30, 2001
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Larry R. Mathews
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/s/ James Mailon Kent, Jr. Vice Chairman March 30, 2001
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James Mailon Kent, Jr.
/s/ Larry D. Striplin, Jr. Vice Chairman March 30, 2001
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Larry D. Striplin, Jr.
/s/ James R. Andrews, M.D. Director March 30, 2001
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James R. Andrews, M.D.
/s/ Neal R. Berte Director March 30, 2001
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Neal R. Berte
/s/ W. T. Campbell, Jr. Director March 30, 2001
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W. T. Campbell, Jr.
/s/ Peter N. Dichiara Director March 30, 2001
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Peter N. Dichiara
/s/ K. Earl Durden Director March 30, 2001
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K. Earl Durden
/s/ John F. Gittings Director March 30, 2001
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John F. Gittings
/s/ Steven C. Hays Director March 30, 2001
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Steven C. Hays
/s/ Larry R. House Director March 30, 2001
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Larry R. House
/s/ Thomas E. Jernigan, Jr. Director March 30, 2001
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Thomas E. Jernigan, Jr.
/s/ Randall E. Jones Director March 30, 2001
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Randall E. Jones
/s/ Mayer Mitchell Director March 30, 2001
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Mayer Mitchell
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/s/ Ronald W. Orso, M.D. Director March 30, 2001
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Ronald W. Orso, M.D.
/s/ Harold W. Ripps Director March 30, 2001
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Harold W. Ripps
/s/ Richard M. Scrushy Director March 30, 2001
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Richard M. Scrushy
/s/ Jerry M. Smith Director March 30, 2001
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Jerry M. Smith
/s/ Michael E. Stephens Director March 30, 2001
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Michael E. Stephens
/s/ Marie Swift Director March 30, 2001
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Marie Swift
/s/ James A. Taylor, Jr. Director March 30, 2001
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James A. Taylor, Jr.
/s/ T. Mandell Tillman Director March 30, 2001
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T. Mandell Tillman
/s/ Johnny Wallis Director March 30, 2001
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Johnny Wallis
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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(4)-1 The Banc Corporation Restated Certificate of Incorporation,
filed as Exhibit (3)-1 to the Company's Registration Statement
on Form S-4 (Registration No. 333-58493) is hereby
incorporated herein by reference.
(4)-2 Second Amended and Restated 1998 Stock Incentive Plan of The
Banc Corporation, filed as Appendix A to the Corporation's
Proxy Statement for its 2000 Annual Stockholder Meeting, dated
May 1, 2000, is hereby incorporated by reference herein.
(4)-3 Commerce Bank of Alabama Incentive Stock Compensation Plan,
filed as Exhibit (4)-3 to the Corporation Registration
Statement on Form S-8, dated February 22, 1999, (Registration
No. 333-72747), is hereby incorporated by reference herein.
(5) Opinion of Haskell Slaughter & Young, L.L.C. as to the
legality of The Banc Corporation Common Stock being
registered.
(23)-1 Consent of Ernst & Young LLP.
(23)-2 Consent of Williams, Cox, Weidner and Cox.
(23)-3 Consent of Williams, Cox, Weidner and Cox.
(23)-4 Consent of Saltmarsh, Cleaveland & Gund.
(23)-5 Consent of Haskell Slaughter & Young, L.L.C. (included in
Exhibit 5).
24 Powers of Attorney (set forth on the signature page of this
Registration Statement).