As filed with the Securities and Exchange Commission on June 15, 1999.
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 of SJNB Financial Corp.
(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
- ------------------------------------- ------------------------------
(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 $28.25 $4,237,500 $1,179.00
(1) Calculated pursuant to General Instruction E to 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 10, 1999.
(3) 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.
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. The Registrant's Form S-8 Registration Statement
filed with the Securities and Exchange Commission on July 1, 1998, File No.
333-58371, is hereby incorporated by reference.
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 on Form 10-K (File No. 0-11771) for the
fiscal year ended December 31, 1998, which contains, among other things, the
consolidated financial statements of Registrant and certain supplementary data
for the fiscal year ended December 31, 1998 together with the report thereon of
KPMG LLP, independent auditors.
(2) The Registrant's Quarterly Report on Form 10-Q (File No. 0-11771) for
the quarter ended March 31, 1999.
(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. S 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-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 Exchange Act, 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 Consent of KPMG LLP, Independent Auditors.
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 15, 1999.
SJNB FINANCIAL CORP.
By: /s/ James R. Kenny
James R. Kenny
President and
Chief Executive Officer
(Principal Executive Officer)