As filed with the Securities and Exchange Commission on March 17, 2005
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)
THIRD AMENDED AND RESTATED 1998 STOCK INCENTIVE PLAN OF THE BANC CORPORATION
COMMERCE BANK OF ALABAMA INCENTIVE STOCK COMPENSATION PLAN
(Full Title of the Plans)
C. STANLEY BAILEY
CHIEF EXECUTIVE 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
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share Price (1) Registration Fee(1)
----------------------------- ---------------- ---------------- ------------------ -------------------
Common Stock, par value $.001
per share 1,000,000 shares $___N/A______ $10,650,000.00 $1,253.50
============================= ================ ================ ================== ===================
(1) 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 10, 2005.
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 1,000,000 shares of The Banc Corporation's Common Stock
issuable pursuant to its Third Amended and Restated 1998 Stock Incentive Plan
(formerly the 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 a consent included therein), and
accountants' consents. Pursuant to Instruction E, the contents of The Banc
Corporation's Registration Statement on Form S-8 (No. 333-72747) and
Registration Statement on Form S-8 (No. 333-58170), 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
Third 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 17, 2005.
THE BANC CORPORATION
By /s/ C. STANLEY BAILEY
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C. Stanley Bailey
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints C. Stanley Bailey 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
--------- ----- ----
/s/ C. Stanley Bailey Chief Executive Officer
------------------------------- (Principal Executive Officer) March 17, 2005
C. Stanley Bailey
/s/ David R. Carter Executive Vice President,
------------------------------- Chief Financial Officer and Director
David R. Carter (Principal Financial and
Accounting Officer) March 17, 2005
/s/ James A. Taylor Chairman of the Board March 17, 2005
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James A. Taylor
/s/ James Mailon Kent, Jr. Vice Chairman March 17, 2005
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James Mailon Kent, Jr.
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/s/ Larry D. Striplin, Jr. Vice Chairman March 17, 2005
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Larry D. Striplin, Jr.
/s/ K. Earl Durden Vice Chairman March 17, 2005
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K. Earl Durden
/s/ James R. Andrews, M.D. Director March 17, 2005
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James R. Andrews, M.D.
/s/ Roger Barker Director March 17, 2005
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Roger Barker
/s/ W. T. Campbell, Jr. Director March 17, 2005
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W. T. Campbell, Jr.
/s/ Thomas E. Jernigan, Jr. Director March 17, 2005
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Thomas E. Jernigan, Jr.
/s/ Randall E. Jones Director March 17, 2005
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Randall E. Jones
/s/ Ronald W. Orso, M.D. Director March 17, 2005
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Ronald W. Orso, M.D.
/s/ Harold W. Ripps Director March 17, 2005
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Harold W. Ripps
/s/ Jerry M. Smith Director March 17, 2005
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Jerry M. Smith
/s/ Michael E. Stephens Director March 17, 2005
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Michael E. Stephens
/s/ Marie Swift Director March 17, 2005
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Marie Swift
/s/ James A. Taylor, Jr. Director March 17, 2005
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James A. Taylor, Jr.
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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 Third Amended and Restated 1998 Stock Incentive Plan of The Banc
Corporation, filed as Exhibit (10)-1 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December 31, 2004, is hereby
incorporated herein by reference.
(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 herein by reference.
(5) Opinion of Haskell Slaughter Young & Rediker, LLC as to the legality of
The Banc Corporation Common Stock being registered.
(23)-1 Consent of Carr, Riggs & Ingram, LLC.
(23)-2 Consent of Ernst & Young LLP.
(23)-3 Consent of Haskell Slaughter Young & Rediker, LLC (included in Exhibit
5).
24 Powers of Attorney (set forth on the signature page of this
Registration Statement).
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