S-4/A

As filed with the Securities and Exchange Commission on November 9, 2004

Registration No. 333-119783

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

AMENDMENT NO. 1 to FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WESTAMERICA BANCORPORATION

(Exact name of Registrant as specified in its charter)

California	6021	94-2156203
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1108 Fifth Avenue, San Rafael, California 94901
(Address, including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)

David L. Payne
Chairman, President and Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901
(415) 257-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

Thomas G. Reddy
Alison C. Wauk
Bingham McCutchen LLP
Three Embarcadero Center, 18th Floor
San Francisco, California 94111
(415) 393-2000
Fax (415) 393-2286 Rodney R. Peck
Patricia F. Young
Pillsbury Winthrop LLP
50 Fremont Street
San Francisco, CA 94103
(415) 983-1000
Fax (415) 983-1200

     Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o

     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 the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

EXHIBIT 8.(a)

EXHIBIT 8.(b)

Note: This amendment is filed solely to file Part II and the exhibits included in Part II and to add the signature of the registrant’s principal financial officer.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors.

     Section 317 of the California General Corporation Law permits indemnification of directors, officers and employees of corporations under certain conditions and subject to certain limitations. Article VI of the Articles of Incorporation of the registrant contains provisions limiting the monetary liability of directors for breaches of the duty of care. Article VII of the Articles of Incorporation of the registrant contains provisions for the indemnification of directors, officers and employees to the fullest extent permitted, and in excess of that authorized, under Section 317. In addition, the registrant maintains officers and directors liability insurance for an annual aggregate maximum of $20,000,000.

Item 21 Exhibits and Financial Statement Schedules.

     (a) Exhibits.

Exhibits	Description of Exhibit
2	Agreement and Plan of Reorganization dated August 25, 2004 (included in Part I as Annex A).
4(a)	Amended and Restated Rights Agreement dated November 19, 1999, incorporated by reference to Exhibit 99 to the Registrant’s Form 8-A/A, Amendment No. 3, filed with the Commission on November 19, 1999.
5	Opinion of Bingham McCutchen LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
8(a)	Opinion of Bingham McCutchen LLP regarding tax matters. *
8(b)	Opinion of Pillsbury Winthrop LLP regarding tax matters. *
23(a)	Consent of KPMG LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
23(b)	Consent of Crowe Chizek & Company, LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
23(c)	Consent of Bingham McCutchen LLP (included in Exhibit 5).
23(d)	Consent of Hovde Financial, LLC (included in its opinion attached to Part I as Annex B).
23(e)	Consent of Bingham McCutchen LLP re tax opinion (included in their opinion filed as Exhibit 8(a)).

23(f)	Consent of Pillsbury Winthrop LLP re tax opinion (included in their opinion filed as Exhibit 8(b)).
24	Power of Attorney of directors of Westamerica (included in this Part II). *
99(a)	Proxy card of Redwood Empire Bancorp (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
99(b)	Fairness Opinion of Hovde Financial, LLC (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004)

* Filed herewith

Item 22

     Undertakings.

     (1) The undersigned registrant hereby undertakes:

          (a) To file during any period in which offers of 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 1933 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 a 20% 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.

          (b) That, for the purpose of determining any liability under the 1933 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.

          (c) 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.

     (2) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a)

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or 15(d) of the Exchange Act (and, where applicable, each filing of any 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 all such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

     (4) The registrant undertakes that every prospectus (i) that is filed pursuant to the paragraph (3) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the 1933 Act and is used in connection with an offering of securities subject to Rule 415 of the 1933 Act, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the 1933 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.

     (5) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 20 above, 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 1933 Act 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 1933 Act and will be governed by the final adjudication of such issue.

     (6) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4 within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

     (7) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has caused this Amendment No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Rafael, California, on November 8, 2004.

WESTAMERICA BANCORPORATION
By:	/s/ David L. Payne
	David L. Payne
	Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ David L. Payne David L. Payne	President and Chief Executive Officer and Director (Principal Executive Officer)	November 8, 2004
/s/ Dennis R. Hansen Dennis R. Hansen	Senior Vice President and Controller (Principal Accounting Officer)	November 8, 2004
/s/ Jennifer J. Finger Jennifer J. Finger	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	November 8, 2004
/s/ Etta Allen* Etta Allen	Director	November 8, 2004
/s/ Louis E. Bartolini* Louis E. Bartolini	Director	November 8, 2004
/s/ E. Joseph Bowler* E. Joseph Bowler	Director	November 8, 2004
/s/ Arthur C. Latno, Jr.* Arthur C. Latno, Jr.	Director	November 8, 2004
/s/ Patrick D. Lynch* Patrick D. Lynch	Director	November 8, 2004
/s/ Catherine Cope MacMillan* Catherine Cope MacMillan	Director	November 8, 2004

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Signatures (Continued)

Signature	Title	Date
/s/ Ronald A. Nelson* Ronald A. Nelson	Director	November 8, 2004
/s/ Carl R. Otto* Carl R. Otto	Director	November 8, 2004
/s/ Edward B. Sylvester * Edward B. Sylvester	Director	November 8, 2004
By /s/ Jennifer J. Finger, attorney in fact Jennifer J. Finger, attorney in fact		November 8, 2004

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POWER OF ATTORNEY

     Know all men by these presents that each of the undersigned does hereby make, constitute and appoint David L. Payne and Jennifer J. Finger, or either of them, as the true and lawful attorney-in-fact of the undersigned, with full power of substitution and revocation, for and in the name, place and stead of the undersigned, to execute and deliver the Registration Statement on Form S-4, and any and all amendments thereto, including without limitation pre-effective and post-effective amendments thereto; such Form S-4 and each such amendment to be in such form and to contain such terms and provisions as said attorney or substitute shall deem necessary or desirable; giving and granting unto said attorney, or to such person as in any case may be appointed pursuant to the power of substitution herein given, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or, in the opinion of said attorney or substitute, able to be done in such matter as the undersigned might or could do if personally present, hereby ratifying and confirming all that said attorney or such substitute shall lawfully do or cause to be done by virtue hereof.

     In witness whereof, each of the undersigned has duly executed this Power of Attorney.

/s/ Etta Allen Etta Allen	October 18, 2004
/s/ Louis E. Bartolini Louis E. Bartolini	October 15, 2004
/s/ E. Joseph Bowler E. Joseph Bowler	October 15, 2004
/s/ Arthur C. Latno, Jr. Arthur C. Latno, Jr.	October 15, 2004
/s/ Patrick D. Lynch Patrick D. Lynch	October 18, 2004
/s/ Catherine Cope MacMillan Catherine Cope MacMillan	October 15, 2004
/s/ Ronald A. Nelson Ronald A. Nelson	October 18, 2004
/s/ Carl R. Otto Carl R. Otto	October 15, 2004
/s/ Edward B. Sylvester Edward B. Sylvester	October 15, 2004

Exhibit Index

Exhibits	Description of Exhibit
2	Agreement and Plan of Reorganization dated August 25, 2004 (included in Part I as Annex A).
4(a)	Amended and Restated Rights Agreement dated November 19, 1999, incorporated by reference to Exhibit 99 to the Registrant’s Form 8-A/A, Amendment No. 3, filed with the Commission on November 19, 1999.
5	Opinion of Bingham McCutchen LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
8(a)	Opinion of Bingham McCutchen LLP regarding tax matters.*
8(b)	Opinion of Pillsbury Winthrop LLP regarding tax matters.*
23(a)	Consent of KPMG LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
23(b)	Consent of Crowe Chizek & Company, LLP (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
23(c)	Consent of Bingham McCutchen LLP. (included in Exhibit 5)
23(d)	Consent of Hovde Financial, LLC (included in its opinion attached to Part I as Annex B).
23(e)	Consent of Bingham McCutchen LLP re tax opinion (included in their opinion filed as Exhibit 8(a)).
23(f)	Consent of Pillsbury Winthrop LLP re tax opinion (included in their opinion filed as Exhibit 8(b)).
24	Power of Attorney of directors of Westamerica (included in this Part II).*
99(a)	Proxy card of Redwood Empire Bancorp (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004).
99(b)	Fairness Opinion of Hovde Financial, LLC (filed with the original registration statement on Form S-4, No. 333-119783 on October 15, 2004)

* Filed herewith

EX-8.(A)

Exhibit 8(a)

BINGHAM McCUTCHEN

(BINGHAM McCUTCHEN LETTERHEAD)

November 9, 2004

Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901

Merger of Redwood Empire Bancorp with Westamerica
Bancorporation

Ladies and Gentlemen:

You have asked for our opinion as to certain federal income tax consequences of the merger (the “Merger”) of Redwood Empire Bancorp, a California corporation (“Redwood Empire”), and Westamerica Bancorporation, a California corporation (“Westamerica”). The terms of the Merger are set forth in the Agreement and Plan of Reorganization, dated as of August 25,2004, to which Westamerica, Westamerica Bank, a California banking corporation, Redwood Empire and National Bank of the Redwoods, a national banking association, are parties (the “Agreement”). Capitalized terms used in this letter without definition have the respective meanings given them in the Agreement.

The Agreement provides that Redwood Empire will be merged with and into Westamerica on the Effective Date upon the filing of the Agreement of Merger and officers’ certificates prescribed by the California General Corporation Law. In the Merger, the issued and outstanding Redwood Empire Shares (other than Redwood Empire Shares for which dissenters’ rights are perfected) will be converted into the right to receive from Westamerica the Westamerica Shares and cash described in the Agreement.

For purposes of rendering this opinion we have examined and relied upon (without any independent investigation or review) the truth, correctness and completeness at all relevant times of the statements, covenants, representations and warranties contained in the Agreement, in the Registration Statement of Westamerica on Form S-4 to which this opinion is an exhibit (the “Registration Statement”), and in the officer’s tax certificates delivered to us

Westamerica Bancorporation
November 9, 2004
Page 2

by Redwood Empire and Westamerica, and such other instruments and documents as we have deemed necessary.

Further, for purposes of rendering this opinion we have made the following assumptions (without any independent investigation or review):

1. Original documents submitted to us (including signatures) are authentic, documents submitted to us as copies conform to the original documents and all such documents either have been or will be as of the Effective Date duly and validly executed and delivered where such execution and delivery are prerequisites to effectiveness;

2. All facts, statements, covenants, representations and warranties contained in any of the documents referred to herein or otherwise made to us in connection with the Merger, including without limitation the officer’s tax certificates delivered to us by Redwood Empire and Westamerica, are true, correct and complete in all respects as of the date hereof and will be true, correct and complete in all respects as of the Effective Time (and that any such factual representations, warranties, or statements made “to the best knowledge of,” “to the knowledge of,” or in the “belief of,” or otherwise similarly qualified, are true, correct and complete as of such times without any such qualification), and no actions have been (or will be) taken which are inconsistent with such facts, statements, covenants, representations and warranties;

3. The Merger will be consummated in accordance with the terms of the Agreement and the Merger will be effective under the California General Corporation Law; and

4. The Merger will be reported by Redwood Empire and Westamerica on their respective federal income tax returns in a manner consistent with the opinion set forth below.

Based upon our understanding of the transaction as described above and the assumptions contained herein, and subject to the limitations contained herein, it is our opinion that:

(i) The Merger will be treated for federal income tax purposes as a “reorganization” within the meaning of IRC Section 368(a);

(ii) Westamerica and Redwood Empire will each be a party to such reorganization within the meaning of IRC Section 368(b);

Westamerica Bancorporation
November 9, 2004
Page 3

(iii) The Merger will not result in any recognized gain or loss to Westamerica or Redwood Empire;

(iv) Except for the Cash Portion of the Merger Consideration and any cash received in lieu of any fractional share, no gain or loss will be recognized by holders of Redwood Empire Shares who receive Westamerica Shares in exchange for the Redwood Empire Shares which they hold;

(v) The holding period of Westamerica Shares exchanged for Redwood Empire Shares will include the holding period of the Redwood Empire Shares for which the Westamerica Shares are exchanged, assuming the Redwood Empire Shares are capital assets in the hands of the holder thereof at the Effective Date; and

(vi) The basis of the Westamerica Shares received in the exchange will be the same as the basis of the Redwood Empire Shares for which the Westamerica Shares are exchanged, decreased by the amount of any cash received and increased by the amount of any gain recognized on the exchange.

In the event that any one or more of the facts, statements, descriptions, covenants, representations, warranties or assumptions upon which we have relied to issue this opinion is incorrect, our opinion might be adversely affected and may not be relied upon. We do not undertake any responsibility for updating or revising our opinion in consequence of any such incorrect fact, statement, description, covenant, representation, warranty or assumption.

The opinion expressed herein is based upon and limited solely to the provisions of the IRC and the statutes, judicial decisions and administrative regulations and rulings interpreting the IRC, all as in effect on the date hereof and all of which are subject to change, either on a prospective or retroactive basis. We do not undertake any responsibility for updating or revising our opinion in consequence of any such change. We express only the opinion set forth above. This opinion does not address any other federal tax consequences or any state, local or foreign tax consequences that may result from the Merger or any other transaction (including any transaction contemplated by the Agreement or undertaken in connection with, in contemplation of, or following the Merger).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to the name of our firm therein and under the caption “Legal Matters” in the Joint Proxy Statement/Prospectus furnished in connection with the offering of securities by Westamerica and the solicitation

Westamerica Bancorporation
November 9, 2004
Page 4

of proxies by the Board of Directors of Redwood Empire. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely yours,

BINGHAM McCUTCHEN LLP

EX-8.(B)

Exhibit 8(b)

50 FREMONT STREET SAN FRANCISCO, CA 94105 - 2228 415.983.1000 F: 415.983.1200
MAILING ADDRESS: P. 0. BOX 7880 SAN FRANCISCO, CA 94120 - 7880

November 9, 2004

Redwood Empire Bancorp
111 Santa Rosa Avenue
Santa Rosa, CA 95404

Ladies and Gentlemen:

We have acted as counsel to Redwood Empire Bancorp, a California corporation (“Redwood Empire”), in connection with the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) of Westamerica Bancorporation, a California corporation (“Westamerica”), including the joint Proxy Statement/Prospectus forming part thereof, relating to the proposed Merger, as defined and described in the Agreement and Plan of Reorganization, dated as of August 25, 2004, among Westamerica, Westamerica Bank, a California banking corporation, Redwood Empire and National Bank of the Redwoods, a national banking corporation. This opinion is being furnished in accordance with the requirements of Item 21 of Form S-4 under the Securities Act of 1933, as amended (the “Act”).

Our opinion is based upon an examination of the Registration Statement (including the Proxy Statement/Prospectus forming a part thereof) and such other documents as we have deemed necessary or appropriate as a basis therefore. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, or photostatic copies, and the authenticity of the originals of such copies.

We hereby confirm that, subject to the qualifications set forth therein, the discussion set forth in the section of the Registration Statement entitled “The Merger - Certain federal income tax consequences” constitutes our opinion as to the U. S. federal income tax consequences of those matters set forth therein as to which we are described as rendering an opinion. The foregoing opinion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations (including Temporary and Proposed Regulations) promulgated thereunder, rulings, official pronouncements and judicial decisions, all as in effect today and all of which are subject to change, possibly with retroactive effect, or different interpretations.

Redwood Empire Bancorp
November 9, 2004
Page 2

Other than as expressly stated above, we express no opinion regarding the tax treatment of the Merger under the laws of any State or local government within the United States or under the laws of any foreign country. Additionally, we express no opinion regarding any other tax consequences of the Merger, or on any issue relating to Westamerica or Redwood Empire or, in each case, to any investment therein or under any other law. This opinion is being provided to you solely in connection with the filing of the Registration Statement with the Securities and Exchange Commission (the “SEC”) and this opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our written permission. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the matters stated, represented, or assumed herein or any subsequent changes in applicable law, regulations or interpretations thereof.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and to the use of our name under the heading entitled “The Merger - Certain federal income tax consequences.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC promulgated thereunder.

Very truly yours,