As filed with the Securities and Exchange Commission on May , 1998
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
SARATOGA BANCORP
(Exact name of issuer as specified in its charter)
California 94-2817587
(State of Incorporation) (I.R.S. Employer Identification No.)
12000 Saratoga-Sunnyvale Road, Saratoga, California 95070
(Address of principal executive office)
________________________________________
Saratoga Bancorp 1994 Stock Option Plan (Amended)
(Full title of the plan)
__________________________________
Richard L. Mount, President and Chief Executive Officer
Saratoga Bancorp
12000 Saratoga-Sunnyvale Road, Saratoga, California 95070
(Name and address of agent for service)
_______________
(408) 973-1111
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be registered Price per Share Offering Price Registration Fee
Common Stock,
no par value 277,011(1) $15.375(2) $4,259,044 $1,256.42
1 Maximum number of shares issuable upon exercise of options to be granted
under the Saratoga Bancorp 1994 Stock Option Plan (Amended).
2 Estimated solely for the purpose of determining the registration fee,
based upon the average of the bid and asked prices for the Common Stock on
May 21, 1998, pursuant to Rule 457(h).
This registration statement, including exhibits, consists of 20
sequentially numbered pages. The Exhibit Index is located at page 7.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required to be included in the Section 10(a) prospectus is not
required to be included herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The documents listed in (a) through (c) below filed or to be filed by the
Company with the Commission are incorporated in this registration statement by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
The Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed pursuant to Section 13 of the Exchange Act.
(a) The Company's Current Report(s) on Form 8-K, dated [February 27,
1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 such
filing.
Item 4. DESCRIPTION OF SECURITIES
The stock of the Company being registered is 277,011 shares of Common
Stock, no par value, of which the Company is authorized to issue 20,000,000
shares. Each shareholder is entitled to one vote for each share of Common
Stock held on all matters to be voted on by shareholders. In any election of
directors each shareholder has a right to cumulate the shareholder's votes,
giving one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of shares held by the shareholder, or
distributing such number of votes among as many candidates as the shareholder
shall see fit. Holders of Common Stock have no pre-emptive rights or other
rights to subscribe for additional shares. There are no conversion rights,
redemption rights, or sinking fund provisions with respect to shares of
Common Stock.
Subject to preferences that may be applicable to any shares of any
preferred stock outstanding at that time, holders of Common Stock of the
Company are entitled to receive ratably such dividends as may be declared by the
Board of Directors out of funds legally available therefor, and in the event
of liquidation, dissolution or winding up of the Company, are entitled to
share ratably in all assets remaining after the payment of all liabilities.
Item 5. Interest of Named Experts and Counsel
Not applicable.
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Item 6. Indemnification of Directors and Officers
The California General Corporation Law provides for the indemnification of
officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the Company. The Articles
of Incorporation and Bylaws of the Company permit indemnification of directors
and officers to the maximum extent permitted by California law. The Company has
in effect director and officer liability insurance policies indemnifying the
Company and the officers, directors and certain assistant officers of the
Company and officers and directors of the Company's subsidiaries within specific
limits for certain liabilities incurred by reason of their being or having
been directors or officers. The Company pays the entire premium for these
policies. In addition, the Company has entered into indemnification agreements
with all directors and officers to provide indemnification to the maximum extent
permitted by the Company's Bylaws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index of Exhibits, which is incorporated in this item by
reference.
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 (the "Securities 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;
(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 Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the Securities
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.
(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 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) or 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.
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(h) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6, 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
Securities 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 of
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.
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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 Saratoga, State of California, on May 27, 1998.
SARATOGA BANCORP
(Registrant)
By
Richard L. Mount
President and Chief Executive Officer
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.
Date: May 27, 1998
Richard L. Mount, President and Chief Executive Officer
Date: May 27, 1998
Mary Page Rourke, Treasurer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard L. Mount and Mary Page Rourke, and each
or any one of them, his true and lawful attorney-in-fact and agent, 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 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
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 any of them, or their
or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Date: May 27, 1998
Victor E. Aboukhater, Director
Date: May 27, 1998
Robert G. Egan, Director
Date: May 27, 1998
William D. Kron, Director
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Date: May 27, 1998
John F. Lynch, III, Director
Date: May 27, 1998
Richard L. Mount, Chairman of the Board
Date: May 27, 1998
V. Ronald, Mancuso, Director
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INDEX OF EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
5 Opinion of Counsel: Coudert Brothers 8
23.1 Consent of Counsel (See Exhibit 5)
23.2 Consent of Independent Auditors:
Deloitte & Touche, L.L.P. 9
24 Power of Attorney (see signature pages)
99 Saratoga Bancorp 1994 Stock Option Plan (Amended) 10-20
FormS-8rec.doc