form_s-8.htm
As filed with the Securities and Exchange Commission on May 8, 2009.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
________________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________

Southside Bancshares, Inc.
(Exact name of registrant as specified in its charter)

Texas
  
75-1848732
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

1201 S. Beckham
Tyler, Texas 75701
(Address, including Zip Code, of Principal Executive Offices)

Southside Bancshares, Inc. 2009 Incentive Plan
 (Full title of the plan)

 
Sam Dawson
President
Southside Bancshares, Inc.
1201 S. Beckham
Tyler, Texas 75701
(903) 531-7111
 (Name, Address and Telephone Number, including area code
of Agent for Service)
Copy to:
John B. Shannon
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street, NW
Atlanta, Georgia 30309-3424
(404) 881-7466

_____________


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer _
 
Non-accelerated filer _
  
 Accelerated filer X
 
 Smaller reporting company _


 
 
 

CALCULATION OF REGISTRATION FEE

 
Title of securities
 to be registered
 
Amount to
be registered
Proposed
maximum
offering price
per share
Proposed
maximum
aggregate
offering price
 
 
Amount of
registration fee
Common Stock, $1.25 par value
 
1,000,000 (1)
$20.83 (2)
$20,830,000 (2)
$1,162.31

(1)
Amount to be registered consists of an aggregate of 1,000,000 shares of Southside Bancshares, Inc.  common stock, par value $1.25 per share (the “Common Stock”), issuable under the Southside Bancshares, Inc. 2009 Incentive Plan (the “Plan”), including any additional shares that may become issuable in accordance with the adjustment and anti-dilution provisions of the Plan.

(2)  
Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Common Stock reported on the NASDAQ Global Select Market on May 5, 2009.



 
 
 


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

(a)           The documents constituting Part I of this registration statement on Form S-8 will be delivered to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

(b)           Upon written or oral request, the Company will provide, without charge, the documents incorporated by reference in Item 3 of Part II of this registration statement.  The documents are incorporated by reference in the Section 10(a) prospectus.  Southside Bancshares, Inc. (the “Company”) will also provide, without charge, upon written or oral request, other documents required to be delivered to employees pursuant to Rule 428(b).  Requests for the above mentioned information should be directed to Lee R. Gibson, Southside Bancshares, Inc., 1201 S. Beckham, Tyler, Texas 75701, at (903) 531-7111.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                 Incorporation of Documents by Reference.

The following documents, filed with the Securities and Exchange Commission (the “Commission”) by the Company are incorporated herein by reference:

(a)           The Company’s Annual Report on Form 10-K for the year ended December 31, 2008;

(b)           All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2008;

(c)           The description of the Common Stock of the Company set forth in the Registration Statement on Form 8-A12G, dated May 12, 1998, filed with the Commission, and any amendment or report filed for the purpose of further updating such description; and

(d)           All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered have been sold or that deregisters all securities that remain unsold.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.                 Description of Securities.

Not applicable.

Item 5.                 Interests of Named Experts and Counsel.

Not applicable.

Item 6.                 Indemnification of Directors and Officers.

Article 2.02-1.B of the Texas Business Corporation Act, as amended (the “TBCA”), grants to a corporation the power to indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director of the corporation against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred in connection therewith, only if it is determined that the person (1) conducted him or herself in good faith; (2) reasonably believed that (a) in the case of conduct in his or her official capacity as a director of the corporation, his or her conduct was in the corporation's best interests, and (b) in all other cases, his or her conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. Article 2.02-1.C limits the allowable indemnification by providing that, except to the extent permitted by Article 2.02-1.E, a director may not be indemnified in respect of a proceeding in which the person is found liable (1) on the basis that he or she improperly received a personal benefit, whether or not the benefit resulted from an action taken in his or her official capacity, or (2) to the corporation. Article 2.02-1.E provides that if a director is found liable to the corporation or is found liable on the basis that he or she improperly received a personal benefit, the permissible indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and (2) shall not be made in respect of any proceeding in which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the corporation. Finally, Article 2.02-1.H provides that a corporation shall indemnify a director against reasonable expenses incurred by him or her in connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a director if he or she has been wholly successful, on the merits or otherwise, in defense of the proceeding.

With respect to the officers of a corporation, Article 2.02-1.O of the TBCA provides that a corporation may indemnify and advance expenses to an officer of the corporation to the same extent that it may indemnify and advance expenses to directors under Article 2.02-1. Further, Article 2.02-1.O provides that an officer of a corporation shall be indemnified as, and to the same extent, provided by Article 2.02-1.H for a director.

The Amended and Restated Bylaws of the Company provide that the Company shall indemnify a person against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a party because the person is or was a director or officer of the Company, except in relation to matters as to which he or she is adjudged to be liable for negligence or misconduct in performance of duty.

    Officers and directors of the Company are presently covered by insurance which (with certain exceptions and within certain limitations) indemnifies them against any losses or liabilities arising from his or her status as a director or officer. The cost of such insurance is borne by the Company as permitted by the laws of the State of Texas.
 

Item 7.                 Exemption from Registration Claimed.

Not applicable.

Item 8.                 Exhibits.

See the Exhibit Index, which is incorporated herein by reference.

Item 9.                 Undertakings.

(a)           The Company hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)           To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. 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 the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and 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 Company pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 and will be governed by the final adjudication of such issue.



(Signatures on following page)


 
 
 

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the Company 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 Tyler, state of Texas, on this 8th day of May 2009.


SOUTHSIDE BANCSHARES, INC.


By:  /s/ Sam Dawson                                                                                
Sam Dawson
President



POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lee R. Gibson and Sam Dawson, and each or any one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the date indicated.


Signature
 
Title
Date
/s/ B. G. Hartley
Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
 
May 7, 2009
B. G. Hartley
 
/s/ Lee R. Gibson
Executive Vice President, Chief Financial Officer and Director
(Principal Financial Officer and Principal Accounting Officer)
 
May 7, 2009
Lee R. Gibson
 
 
 
Vice Chairman of the Board
  
Robbie N. Edmonson
 
/s/ Sam Dawson
President, Secretary and Director
 
May 7, 2009
Sam Dawson
 
/s/ Herbert C. Buie
 
Director
 
 
May 7, 2009
Herbert C. Buie
 
/s/ Alton Cade
 
Director
 
 
May 7, 2009
Alton Cade
 
/s/ John R. Garrett
 
Director
 
 
May 7, 2009
John R. (Bob) Garrett
 
/s/ Melvin B. Lovelady
 
Director
 
May 7, 2009
Melvin B. Lovelady
 
/s/ Joe Norton
 
Director
 
 
May 7, 2009
Joe Norton
 
/s/ Powell W. Powell
 
Director
 
 
May 7, 2009
Powell W. Powell
 
 
Director
  
 William Sheehy       

 
 
 


EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8


Exhibit Number
Description
4.1
 
Amended and Restated Articles of Incorporation of Southside Bancshares, Inc. (filed as Exhibit 3(a) to the Company’s Form 8-K, filed April 20, 2009, and incorporated herein by reference)
4.2
Amended and Restated Bylaws of Southside Banchsares, Inc. (filed as Exhibit 3(b) to the Company’s Form 8-K, filed March 5, 2008, and incorporated herein by reference)
4.3
Southside Bancshares, Inc. 2009 Incentive Plan (filed as Exhibit 99.1 to the Company’s Form 8-K , filed April 20, 2009, and incorporated herein by reference)
5.1
Opinion of Alston & Bird LLP
23.1
Consent of Alston & Bird LLP (included in Exhibit 5.1)
23.2
Consent of PricewaterhouseCoopers LLP
24.1
Power of Attorney (included on signature page of this registration statement)