-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnydIzJBHLTY2R+cTtsTgsfNeYRIRCVwZLeik6x1ACFb8rfnvJmJ1TrkdY2+nak9 9Qb7mkNhEvbNxTdae3xLvw== 0000950149-99-000128.txt : 19990204 0000950149-99-000128.hdr.sgml : 19990204 ACCESSION NUMBER: 0000950149-99-000128 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990203 EFFECTIVENESS DATE: 19990203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REDDING BANCORP CENTRAL INDEX KEY: 0000702513 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942823865 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-71683 FILM NUMBER: 99520150 BUSINESS ADDRESS: STREET 1: 1951 CHURN CREEK ROAD CITY: REDDING STATE: CA ZIP: 96002 BUSINESS PHONE: 5302243333 MAIL ADDRESS: STREET 1: 1951 CHURN CREEK ROAD CITY: REDDING STATE: CA ZIP: 96002 S-8 1 REGISTRATION STAEMENT ON FORM S-8 1 As filed with the Securities and Exchange Commission on February 3, 1999 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REDDING BANCORP (Exact name of registrant as specified in its charter) California 94-2823865 ------------------------------ ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1951 Churn Creek Road Redding, California 96002 ------------------------------ ------------------------------ (Address of Principal (Zip Code) Executive Offices) REDDING BANCORP 1998 STOCK OPTION PLAN (Full title of the plan) Copy to: LINDA J. MILES MICHELLE ROWE HALLSTEN Redding Bancorp Pillsbury Madison & Sutro LLP 1951 Churn Creek Road 400 Capitol Mall, Suite 1700 Redding, CA 96002 Sacramento, CA 95814 (530) 224-3333 (916) 329-4700 ------------------------------ ------------------------------ (Name, address and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ========================================================================================================== Title of Amount Proposed Maximum Proposed Amount of Securities To To Be Offering Price Maximum Aggregate Registration Be Registered Registered per Share(1) Offering Price(1) Fee - ---------------------------------------------------------------------------------------------------------- Common Stock, no par value per share 540,000 $ 9.66 $ 5,216,730 $ 1,450.25 ==========================================================================================================
(1) The Proposed Maximum Offering Price Per Share was estimated pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). With respect to the 411,000 shares that are subject to outstanding options to purchase Common Stock under the 1998 Stock Option Plan, the weighted average exercise price is $9.62. With respect to the 129,000 shares of Common Stock available for future grant under the 1998 Stock Option Plan, the per share price was determined by reference to the book value of the Registrant's Common Stock as of December 31, 1998, which was $9.79. The number referenced above in the table entitled "Proposed Maximum Offering Price Per Share" represents a weighted average of the foregoing estimates calculated in accordance with Rule 457(h). ----------------- The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: (1) The Registrant's effective Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended (File No. 0-25135), which contains, among other things, the consolidated financial statements of the Registrant and certain supplementary data for the fiscal year ended December 31, 1997, together with the report thereon of KPMG LLP, independent auditors. (2) The description of Registrants' Common Stock contained in the Registrant's Registration Statement on Form 10 under the Securities Exchange Act of 1934, as amended (File No. 0-25135), including any subsequent amendment or report filed for the purpose of updating such information. In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. -2- 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317 of the California General Corporation Law provides for the indemnification of officers, directors and other corporate agents, subject to limited exceptions, against liabilities arising by reason of their status or services as an officer, director or corporate agent. The indemnification law of the State of California generally allows indemnification in matters not involving the right of the corporation, to an agent of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation, and in the case of a criminal matter, had no reasonable cause to believe the conduct of such person was unlawful. California law, with respect to matters involving the right of a corporation, allows indemnification of an agent of the corporation, if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation and its shareholders; provided that there shall be no indemnification for (i) amounts paid in settling or otherwise disposing of a pending action without court approval, (ii) expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval, (iii) matters in which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which the proceeding is or was pending shall determine that such person is entitled to be indemnified or (iv) other matters specified in the California General Corporation Law. Section 12 of Article III of the Registrant's bylaws (Exhibit 3.2 to the Registrant's Form 10 Registration Statement) provides for indemnification of the Registrant's directors, officers, employees and other agents of the Registrant to the extent and under the circumstances permitted by the California General Corporation Law. The Registrant's bylaws also provide that the Registrant shall have the power to purchase and maintain insurance covering its directors, officers and employees against any liability asserted against any of them and incurred by any of them, whether or not the Registrant would have the power to indemnify them against such liability under the provisions of applicable law or the provisions of the Registrant's bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. -3- 4 ITEM 8. EXHIBITS.
Exhibit Number Exhibit 4.1 Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 10 Registration Statement, File No. 0-25135). 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of KPMG LLP. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page 6).
ITEM 9. 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 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; (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) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. -4- 5 (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. (b) The undersigned Registrant hereby further undertakes that, for purposes of determining any 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 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 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 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 Act and will be governed by the final adjudication of such issue. -5- 6 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 Redding, State of California, on January 19, 1999. REDDING BANCORP By /s/ Linda J. Miles ------------------------------- Linda J. Miles Executive Vice President and Chief Financial Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Russell L. Duclos and Linda J. Miles, and each of them, his or her true and lawful attorney-in-fact and agent, each 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 to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may 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 date indicated:
Name Title Date ---- ----- ---- /s/ Russell L. Duclos President, Chief Executive January 19, 1999 - ------------------------------------ Officer and Director (Principal Russell L. Duclos Executive Officer) /s/ Linda J. Miles Executive Vice President and January 19, 1999 - ------------------------------------ Chief Financial Officer and Linda J. Miles Assistant Secretary (Principal Financial Officer and Accounting Officer) /s/ Robert C. Anderson Chairman of the Board January 19, 1999 - ------------------------------------ Robert C. Anderson
-6- 7
Name Title Date ---- ----- ---- /s/ Welton L. Carrel Director January 19, 1999 - ------------------------------------ Welton L. Carrel /s/ John C. Fitzpatrick Director January 19, 1999 - ------------------------------------ John C. Fitzpatrick /s/ Kenneth R. Gifford, Jr. Director January 19, 1999 - ------------------------------------ Kenneth R. Gifford, Jr. /s/ Harry L. Grashoff, Jr. Director January 19, 1999 - ------------------------------------ Harry L. Grashoff, Jr. /s/ Richard W. Green Director January 19, 1999 - ------------------------------------ Richard W. Green /s/ Charles E. Metro Director January 19, 1999 - ------------------------------------ Charles E. Metro /s/ Eugene L. Nichols Director January 19, 1999 - ------------------------------------ Eugene L. Nichols /s/ David H. Scott Director January 19, 1999 - ------------------------------------ David H. Scott
-7- 8 INDEX TO EXHIBITS
Exhibit Number Exhibit - ------ ------- 4.1 Specimen Common Stock Certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant's Form 10 Registration Statement, File No. 0-25135). 5.1 Opinion regarding legality of securities to be offered. 23.1 Consent of KPMG LLP. 23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page 6).
-8- EX-5.1 2 OPINION REAGRDING LEGALITY OF SECURITIES 1 EXHIBIT 5.1 PILLSBURY MADISON & SUTRO LLP 400 CAPITOL MALL, SUITE 1700 SACRAMENTO, CA 95814 Tel: (916) 329-4700 Fax: (916) 441-3583 February 2, 1999 Redding Bancorp 1951 Churn Creek Road Redding, CA 96002 Re: Registration Statement on Form S-8 -- 1998 Stock Option Plan Ladies and Gentlemen: With reference to the Registration Statement on Form S-8 to be filed by Redding Bancorp, a California corporation (the "Company"), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 540,000 shares of the Company's Common Stock issuable pursuant to the Company's 1998 Stock Option Plan (the "Plan"), it is our opinion that such shares of the Common Stock of the Company, when issued and sold in accordance with the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Pillsbury Madison & Sutro LLP EX-23.1 3 CONSENT OF KPMG LLP, INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1998 Stock Option Plan of Redding Bancorp of our report dated January 12, 1998, except as to Note 12, which is as of June 16, 1998, with respect to the consolidated balance sheets of Redding Bancorp and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of income, shareholders' equity and cash flows for each of the years in the three year period ended December 31, 1997, which report appears in Form 10, (File No. 0-25135) of Redding Bancorp. Sacramento, California January 28, 1999 /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----