As filed with the Securities and Exchange Commission on May 26, 1995
Registration No. 33-58379
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SDNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 95-3725079
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Murray L. Galinson
President and Chief Executive Officer
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With Copies to:
Lawrence M. Sherman, Esq. Theodore G. Johnsen, Esq.
Sherman & Eggers, P.C. Arnold & Porter
350 West Ash Street, Suite 1100 777 South Figueroa Street
San Diego, California 92101 Los Angeles, California 90017-2513
(619) 338-4900 (213) 243-4000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. []
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. []
CALCULATION OF REGISTRATION FEE
Title of class Proposed maximum Proposed maximum
of securities Amount to offering price aggregate offering Amount of
to be registered be registered per security<F1> price<F1> registration fee
Common Stock
(no par value) 769,582 $4.34 $3,339,986 $1,151.72
Subscription Rights
to purchase Common Stock 769,582 (2)<F2> (2)<F2> None
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
the Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee.
<F2>
(2) No separate consideration will be received for the Subscription Rights.
<F3>
(3) 1/29 of 1% of the proposed maximum aggregate offering price. Previously paid.
</FN>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration
fee $1,151.72
Fees and expenses of Subscription Agent,
Transfer Agent, and Registrar 10,000.00
Printing and engraving expenses 5,000.00*
Legal fees and expenses $175,000.00*
Accounting fees and expenses 10,000.00*
Blue Sky fees and expenses $8,000.00*
Fees and expenses of Company's Financial
Advisor $35,000.00
Fees and expenses of the Information
Agent $ 6,000.00
NASDAQ/NMS Listing Fees $17,500.00*
Miscellaneous expenses $82,348.28*
Total $350,000.00*
________________
* Estimated
Item 15. Indemnification of Directors and Officers
The Company has adopted provisions in its Restated Articles of
Incorporation which provide for indemnification of its officers and
directors in excess of the indemnification expressly permitted by
Section 317 of the California General Corporation Law, as amended (the
"Code"), subject to applicable limits in the Code with respect to
breach of duty to the Company and its shareholders. As authorized by
the Code, the Restated Articles of Incorporation limit the liability of
directors to the Company for monetary damages. The effect of this
provision is to eliminate the rights of the Company and its
shareholders (through shareholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting
from negligent behavior) except in certain limited situations. This
provision does not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.
These provisions will not alter the liability of directors under
federal securities laws. In addition, the Company has entered into
Indemnification Agreements with each director and executive officer
which provide that the Company shall indemnify such directors and
executive officers to the fullest extent authorized by the Code. The
Company and its directors and officers are also insured up to
$3 million for liability arising from claims against the Company's
directors and officers in their capacities as such.
Item 16. Exhibits
3(a)* Restated Articles of Incorporation, as amended (incorporated by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1988, SEC File No. 0-11117).
3(b)* Bylaws, as amended through May 18, 1988 (incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended
December 31, 1988, SEC File No. 0-11117).
4* Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form S-14, filed
April 27, 1982, SEC File No. 2-77187).
5* Opinion of Arnold & Porter, dated May 24, 1995.
23(a) Consent of Coopers & Lybrand L.L.P., dated May 26, 1995.
23(b)* Consent of Arnold & Porter (included as part of Exhibit 5).