July 30, 1996
VIA EDGAR
Securities & Exchange Commission
450 Fifth Street NW
Washington DC 20549
Re: SJNB Financial Corp. - Form S-8 Registration Statement (CIK 0000721161)
Dear Sir or Madam:
On behalf of SJNB Financial Corp. (the "Company") and in connection with the
registration of 495,000 shares of Common Stock of the Company under the 1996
stock Option Plan, transmitted for filing with the Securities and Exchange
Commission (the "Commission") through the Commission's electronic filing system
"(EDGAR") is the Company's registration statement on Form S-8 (the "Registration
Statement"). together with all exhibits. In accordance with Commission Rules
457(h) (1) (17 C.F.R. Section 230.457 (h) (1) and Rule 13 (c) of Regulation S-T
(17 C.F.R. Section 232.13(c)), a filing fee of $2,923.06 has been wired to the
Commission in connection with this filing.
By copy of this letter, three copies of the enclosed Registration are being
delivered to the Nasdaq National Market.
Should you have any questions concerning this filing, please telephone me at
(408) 947-7562.
Very truly yours,
As filed with the Securities and Exchange Commission on July 30, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SJNB FINANCIAL CORP.
(Exact name of issuer as specified in its charter)
California 77-0058227
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One North Market Street
San Jose, CA 95123
(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Plan of SJNB Financial Corp.
(Full title of the plan)
Eugene E. Blakeslee Copy to:
Executive Vice President and Gabriella Lombardi, Esq
Chief Financial Officer Pillsbury Madison & Sutro
SJNB Financial Corp. P O Box 7880
One North Market Street 235 Montgomery Street
San Jose, California 95109 San Francisco, CA 94104
(408) 947 7562 408-983-1000
(Name, address and phone number (Counsel to the Registrant)
of agent for service)
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Amount Offering Maximim
Securities to to be Price Per Aggregate Amount of
be Registered Registered Share (1) Offering Price Registration Fee(2)
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Common Stock 495,000 $17.125 $8,476,875.00 $2,923.06
No par value
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices are reported
on the Nasdaq National Market System on July 24, 1996.
(2) The registration fee has been calculated pursuant to Rule 457 (h) under
the Securities Act of 1933.
The Registration Statement shall become effective upon filing in accordance with
Rule 462 Under the Securities Act of 1933
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 the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of 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 Annual Report filed on Form 10-KSB for the
fiscal year ended December 31, 1995
(2) The Registrant's Common Stock became registered under Section
12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), pursuant to Exchange Act Rule 12g-3 (17
C.F.R. Section 240.12g-3). The Registrant is the successor
issuer to San Jose National Bank. In lieu of incorporating a
description of securities from a registration statement filed
pursuant to the Exchange Act, a description setting forth the
information required by Item 202 of Regulation S-B is provided
in the information delivered to participants as described in
Part I.
(3) All other reports filed by the Registrant with the Commission
since December 31, 1995, pursuant to Section 13(a) or 15(d)of
the Securities Exchange Act of 1934.
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, 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 into this Registration Statement and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Names Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 317 of the California Corporations Code authorized a court
to award or a corporation's Board of Directors to grant, indemnity
to directors, officers, employees and other agents of the
corporation ("Agents") in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended.'
Article SIX of the Registrant's Articles of Incorporation, as
amended, authorizes the Registrant to indemnify its agents (as
such term is defined in Section 317 of the California Corporations
Code), through bylaw provisions, agreements, votes of shareholders
or disinterested directors of otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the applicable limits set
forth in Section 204 of the California Corporations Code with
respect to actions for breach of duty to the Registrant and its
shareholders. Article VI of the Registrant's Bylaws provides for
mandatory indemnification of each Agent of the Registrant, except
as prohibited by law, and authorizes the Registrant to provide
insurance for Agents.
The Registrant maintains a directors and officers liability
insurance policy that indemnifies the Registrant's directors and
officers against certain losses in connection with claims made
against them for certain wrongful acts. In addition, the
Registrant has entered into separate indemnification agreements
with its directors and officers that require the Registrant, among
other things (I) to maintain directors' and officers' and (ii) to
indemnify them against certain liabilities that may arise by
reason of their status or service as Agents of the Registrant to
the fullest extent permitted by California law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Index to Exhibits
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes to:
(1) File during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii)Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change
in the information in the Registration Statement; and
(iii)Include any additional or changed material information on
the plan of distribution;
(2) For determining liability under the Securities Act of 1933,
treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the
securities at the time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the small business issuer pursuant
to the foregoing provisions, or otherwise, the small business
issuer 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 small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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 small
business issuer 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.
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Signatures
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Pursuant to the requirement 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, thereunder duly
authorized, in the city of San Jose, state of California, on July 24, 1996.
SJNB Financial Corp.
By: S/J.R. Kenny
James R. Kenny
President & Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James R. Kenny and Eugene E. Blakeslee, and each of
them his or her true and lawful attorneys-in-fact and agents, 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 attorneys-in-fact and
agents, and each of them, 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 might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or his 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:
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacity and on the
dates indicated:
S/R. Akamine Director July 24, 1996
Ray S. Akamine
S/R. Archer Chairman of the Board July 24, 1996
Robert A. Archer
S/R. Diridon Director July 24, 1996
Rod Diridon
S/Jack Fischer Director July 24, 1996
Jack Fischer
S/F. Gorry Director July 24, 1996
F. Jack Gorry
S/J. Kenny President & July 24, 1996
James R. Kenny C.E.O.
S/A. Lund Director July 24, 1996
Arthur K. Lund
S/L. Oneal Director July 24, 1996
Louis Oneal
S/D.Rubino Director July 24, 1996
Diane P. Rubino
S/D. Shen Director July 24, 1996
Douglas L. Shen
S/G. Vandeweghe Director July 24, 1996
Gary S. Vandeweghe
S/J. Weinhardt Director July 24, 1996
John W. Weinhardt
S/E. Blakeslee Exec. Vice Pres. & July 24, 1996
Eugene E. Blakeslee C.F.O.
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
5.1 Opinion regarding legality of securities 9
being offered.
23.1 Consent of KPMG Peat Marwick LLP 10
Independent Auditors
23.2 Consent of Pillsbury Madison & 9
Sutro LLP (included in Exhibit 5.1)
24.1 Power of Attorney 5
99.1 1996 Stock Option Plan of SJNB 11-20
Financial Corp.