As filed with the Securities and Exchange Commission on June 19, 2001
Registration No. 33-49372
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
Post-Effective Amendment No. 1
to
Form S-8
Registration Statement
under
The Securities Act of 1933
-------------------------
REDWOOD EMPIRE BANCORP
(Exact Name of Registrant as Specified in Its Charter)
California 68-0166366
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
111 Santa Rosa Avenue
Santa Rosa, California 95404-4905
(Address of Principal Executive Offices)
-------------------------
REDWOOD EMPIRE BANCORP
AMENDED AND RESTATED 1991 STOCK OPTION PLAN
(Full Title of the Plan)
-------------------------
James E. Beckwith
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
111 Santa Rosa Avenue
Santa Rosa, California 95404-4905
(707) 522-5215
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
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EXPLANATORY NOTE
The Registrant is filing this post-effective amendment to deregister
certain securities originally registered pursuant to the Registration Statement
on Form S-8 filed on July 8, 1992 (File No. 33-49372) with respect to shares of
the Registrant's Common Stock, no par value (the "Common Stock"), thereby
registered for offer or sale pursuant to the Redwood Empire Bancorp Amended and
Restated 1991 Stock Option Plan (the "1991 Plan"). A total of 225,000 shares
were registered for issuance under the Registrant's 1991 Plan.
The Registrant has since adopted a new stock option plan, the Redwood
Empire Bancorp 2001 Stock Option Plan (the "2001 Plan"), which replaces the 1991
Plan as of the date the shareholders approved the 2001 Plan. No future awards
will be made under the 1991 Plan. The total number of shares available for grant
under the 1991 Plan on the date the Registrant's shareholders approved the 2001
Plan was 500 shares (the "Carried Forward Shares"). The Carried Forward Shares
are hereby deregistered.
Contemporaneously with the filing of this Post-Effective Amendment No.
1 to the Registration Statement on Form S-8 (File No. 33-49372), the Registrant
is filing a Registration Statement on Form S-8 to register shares of Common
Stock for offer or sale pursuant to the 2001 Plan, including but not limited to
the Carried Forward Shares.
In accordance with the principles set forth in Interpretation 89 under
Section G of the Division of Corporation Finance's Manual of Publicly Available
Telephone Interpretations dated July 1997 and Instruction E to the General
Instructions of Form S-8, this Post-Effective Amendment No. 1 is hereby filed
(i) to reallocate the Carried Forward Shares from the 1991 Plan to the 2001 Plan
and (ii) to carry over the registration fee paid for the Carried Forward Shares
from the Registration Statement on Form S-8 filed for the 1991 Plan to the
Registration Statement on Form S-8 for the 2001 Plan that is being filed
contemporaneously with this Post-Effective Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, Redwood Empire Bancorp, certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Rosa, State of
California, on this 19th day of June, 2001.
REDWOOD EMPIRE BANCORP
By: /s/ JAMES E. BECKWITH
---------------------------------
James E. Beckwith
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
(Principal Financial Officer
and Principal Accounting Officer)
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We, the undersigned officers and directors of Redwood Empire Bancorp, do hereby
constitute and appoint James E. Beckwith and Patrick W. Kilkenny, and each of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for each of us and in each of our names, places
and stead, in any and all capacities, to sign this Post-Effective Amendment and
file it 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 or necessary to be done in
and about the premises, as fully to all intents and purposes as each of us might
or could do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents, or his/her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement on Form S-8 has been
signed by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Dana R. Johnson Chairman of the Board June 19, 2001
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Dana R. Johnson
/s/ Patrick W. Kilkenny Chief Executive Officer, President June 19, 2001
- ------------------------- and Director
Patrick W. Kilkenny (Principal Executive Officer)
/s/ Gregory J. Smith Director June 19, 2001
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Gregory J. Smith
/s/ William B. Stevenson Director June 19, 2001
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William B. Stevenson
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EXHIBIT INDEX
Exhibit No. Description
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24 Power of Attorney (included on signature
page).
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