As filed with the Securities and Exchange Commission on June 1, 1995 Registration No. 33-58379 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 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). 23(c) Consent of Hoefer & Arnett, Incorporated (included as part of Exhibit 99(g)). 99(a)* Form of Subscription Agent Agreement between the Company and American Stock Transfer & Trust Company. 99(b)* Form of Subscription Warrant. 99(c)* Form of Letter to Securities Dealers, Commercial Banks, Trust Companies, and Other Nominees. 99(d)* Form of Transmittal Letter to Holders of Common Stock whose addresses are within the continental United States or Canada and who do not have A.P.O. or F.P.O. addresses. 99(e)* Instructions Booklet. 99(f)* Form of Letter of Transmittal to Holders of Common Stock whose addresses are outside the continental United States and Canada or who have A.P.O. and F.P.O addresses. 99(g) Opinion of Hoefer & Arnett, Incorporated. * Previously filed. Item 17. Undertakings The Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended (the "Securities Act") each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (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. 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 Securities and Exchange 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 Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California, on June 1, 1995. SDNB Financial Corp. By /s/Murray L.Galinson Murray L. Galinson President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signatures Title Date Chairman of the Board and Director June _, 1995 CHARLES I. FEURZEIG President, Chief Executive /s/Murray L. Galinson Officer, and Director June 1, 1995 MURRAY L. GALINSON Director June _, 1995 MARGARET COSTANZA /s/Karla J. Hertzog* Director June 1, 1995 KARLA J. HERTZOG /s/Robert B. Horsman* Director June 1, 1995 ROBERT B. HORSMAN /s/Mark P. Mandell* Director June 1, 1995 MARK P. MANDELL /s/Patricia L. Roscoe* Director June 1, 1995 PATRICIA L. ROSCOE /s/Julius H. Zolezzi* Director June 1, 1995 JULIUS H. ZOLEZZI Senior Vice President, Secretary, and Chief /s/Howard W. Brotman Financial Officer June 1, 1995 HOWARD W. BROTMAN * By Howard W. Brotman, attorney-in-fact. INDEX OF 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 (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. 0-11117). 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). 23(c) Consent of Hoefer & Arnett, Incorporated (included as part of Exhibit 99(g)). 99(a)* Form of Subscription Agent Agreement between the Company and American Stock Transfer & Trust Company. 99(b)* Form of Subscription Warrant. 99(c)* Form of Letter to Securities Dealers, Commercial Banks, Trust Companies, and Other Nominees. 99(d)* Form of Transmittal Letter to Holders of Common Stock whose addresses are within the continental United States or Canada and who do not have A.P.O. or F.P.O. addresses. 99(e)* Instructions Booklet. 99(f)* Form of Letter of Transmittal to Holders of Common Stock whose addresses are outside the continental United States and Canada or who have A.P.O. and F.P.O addresses. 99(g) Opinion of Hoefer & Arnett, Incorporated. * Previously filed.