1
As filed with the Securities and Exchange Commission on: November 7, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTRAL COAST BANCORP
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0367061
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
301 MAIN STREET, SALINAS, CALIFORNIA 93901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
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AMENDED AND RESTATED CENTRAL COAST BANCORP
1994 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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NICK VENTIMIGLIA
CENTRAL COAST BANCORP
301 MAIN STREET, SALINAS, CALIFORNIA 93901
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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(408) 422-6642
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
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CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
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Common Stock, no par value 311,901(1) $19.50(2) $6,082,069.50(2) $1,843.05
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1 Issuable upon exercise of options to be granted under the Amended and
Restated Central Coast Bancorp 1994 Stock Option Plan
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 October 31, 1996, pursuant to Rule 457(h).
This Registration Statement, including exhibits, consists of 17
sequentially numbered pages. The Exhibit Index is located at page 5.
2
This Registration Statement is being filed pursuant to General
Instruction E to Form S-8 to register additional shares of Common Stock of the
Registrant with respect to its Amended and Restated Central Coast Bancorp 1994
Stock Option Plan (the "Plan"). Shares of Common Stock offered pursuant to the
Central Coast Bancorp 1994 Stock Option Plan were registered with the Commission
pursuant to Registration Statement No. 33-89948, filed March 3, 1995 (the "Prior
S-8"). Except as modified herein, the contents of the Prior S-8, including
exhibits filed with it, are incorporated by reference. The following additional
required information is not contained in the Prior S-8:
ITEM 4. DESCRIPTION OF SECURITIES
The stock of the Registrant being registered is 311,901 additional
shares of Common Stock, no par value, of which the Registrant 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 preemptive 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
Registrant 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 Registrant, are entitled to
share ratably in all assets remaining after the payment of all liabilities.
ITEM 8. EXHIBITS
See Index to Exhibits.
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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 Salinas , California, on this 31st day of October, 1996.
CENTRAL COAST BANCORP
By: /s/ Nick Ventimiglia
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Nick Ventimiglia
President and
Chief Executive Officer
Power of Attorney
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Nick Ventimiglia and Thomas A. Sa and
each of them, with full power to act without the other, his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign registration statements
pursuant to the Securities Act of 1933, as amended, relating to the registration
of shares of Common Stock of Central Coast Bancorp to be offered pursuant to the
Amended and Restated Central Coast Bancorp 1994 Stock Option Plan and to sign
any and all amendments (including post-effective amendments and amendments
thereto) to such registration statements, 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 each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she 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 or her substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Nick Ventimiglia President, Chief October 31, 1996
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Nick Ventimiglia Executive Officer
and Director
/s/ Thomas A. Sa Chief Financial October 31, 1996
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Thomas A. Sa Officer (Principal
Financial and
Accounting Officer)
/s/ Andrew E. Ausonio
- --------------------- Director October 31, 1996
Andrew E. Ausonio
/s/ C. Edward Boutonnet Director October 31, 1996
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C. Edward Boutonnet
/s/ Bradford G. Crandall
- ------------------------ Director October 31, 1996
Bradford G. Crandall
Director October 31, 1996
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Roger G. Emanuel
/s/ Alfred P. Glover Director October 31, 1996
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Alfred P. Glover
- ----------------------- Director October 31, 1996
Richard C. Green
/s/ Duncan L. McCarter Director October 31, 1996
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Duncan L. McCarter
/s/ Robert M. Mraule Director October 31, 1996
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Robert M. Mraule
/s/ Louis A. Souza Director October 31, 1996
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Louis A. Souza
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EXHIBIT INDEX
Exhibit Sequential
No. Page No.
- --- --------
Exhibit Name
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5 Opinion of Counsel: 6
Bronson, Bronson & McKinnon LLP
23.1 Consent of Independent Auditors: 7
Deloitte & Touche LLP
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
99 Amended and Restated Central Coast Bancorp 1994 Stock Option Plan 8-17