As filed with the Securities and Exchange Commission on July 1, 1998.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SJNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 77-0058227
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Market Street
San Jose, California 95113
(Address of Principal (Zip Code)
Executive Offices)
1996 Stock Option Plan
(Full title of the plan)
JAMES R. KENNY Copy to:
President and Chief Executive Officer JONATHAN D. JOSEPH
SJNB Financial Corp. Pillsbury Madison & Sutro LLP
One North Market Street P.O. Box 7880
San Jose, California 95113 San Francisco, CA 94120
(408) 947-7562 (415) 983-1000
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(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(1) per Share(2) Offering Price(2) Fee(3)
Common Stock 150,000 $40.00 $6,000,000 $1,770.00
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices as reported on
the Nasdaq National Market on June 24, 1998.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on July 30, 1996, File No. 33-09193, is
hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K (File No. 0-11771) for
the fiscal year ended December 31, 1997, which contains, among other things, the
consolidated financial statements of Registrant and certain supplementary data
for the fiscal year ended December 31, 1997 together with the report thereon of
KPMG Peat Marwick LLP, independent auditors.
(2) The Registrant's Quarterly Report on Form 10-Q (File No. 0-11771)
for the quarter ended March 31, 1998.
(3) 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. ss. 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 setting forth the information required
by Item 202 of Regulation S-K is provided in the information delivered to
participants as described in Part I of the Registrant's Form S-8 Registration
Statement filed with the Securities and Exchange Commission on July 30, 1996,
File No. 33-09193.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 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 in this
registration statement and to be a part hereof from the date of filing of such
documents.
INDEX TO EXHIBITS
Exhibit
Number Exhibit
5.1 Opinion regarding legality of securities to be offered.
23.1 Independent Auditors' Consent.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see Page 4).
99.1 1996 Stock Option Plan of SJNB Financial Corp., as amended.
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 San Jose, State of California, on June 24, 1998.
SJNB FINANCIAL CORP.
By: S/J.R. Kenny
James R. Kenny
President and Chief
Executive Officer
(Principal Executive Officer)