1
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
ORANGE NATIONAL BANCORP
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 33-0190684
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1201 EAST KATELLA AVENUE
ORANGE, CALIFORNIA 92667
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
ORANGE NATIONAL BANCORP 1997 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full Title of the Plan)
ROBERT W. CREIGHTON, CHIEF FINANCIAL OFFICER
1201 EAST KATELLA AVENUE
ORANGE, CALIFORNIA 92667
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(714) 771-4000
- --------------------------------------------------------------------------------
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Laura Dean-Richardson, Esq.
Gary Steven Findley & Associates
1470 North Hundley Street
Anaheim, California 92806
(714) 630-7136
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
Of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(a) Per Share(b) Offering Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common stock 414,250 Shares $24.50 $10,149,125 $2,993.99
(No Par Value)
===================================================================================================================================
(a) The number of shares being registered is the number of shares issuable
under the Orange National Bancorp 1997 Stock Option Plan (the "1997
Plan"). Because of certain events specified in the 1997 Plan, an
indeterminate number of shares may additionally become subject to
issuance under the 1997 Plan.
(b) Estimated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee, utilizing the $24.50 as the average of the bid
and asked price of Orange National Bancorp's common stock as of January
20, 1998.
================================================================================
2
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Orange National Bancorp (the "Registrant") hereby incorporates by reference the
documents listed below. 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 herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's last annual report filed on Form 10-K for December 31,
1996 filed by the Registrant pursuant to Section 13(a) of the
Securities Exchange Act of 1934.
(b) The Registrant's quarterly reports filed on Form 10-Q for the quarters
ended March 31, 1997, June 30, 1997 and September 30, 1997.
(c) The description of the Registrant's common stock is contained in its
Registration Statement filed under Section 12 of the Securities
Exchange Act of 1934 on Form 8-A, file number 0-15365.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other document subsequently filed, which also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Gary Steven Findley is the principal, and Laura Dean-Richardson and Thomas Q.
Kwan are associates, of Gary Steven Findley & Associates, a law firm that serves
as corporate counsel for the Registrant. Mr. Findley beneficially owns 180
shares of common stock of the Registrant, Ms. Dean-Richardson beneficially owns
33 shares of common stock of the Registrant and Mr. Kwan beneficially owns 70
shares of common stock of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of indemnity
agreements. The Articles of Incorporation of the Registrant further provide for
the elimination of directors liability for monetary damages to the maximum
extent allowed by California law. The indemnification laws of the State of
California generally allow indemnification, in matters not involving the right
of the corporation, to an agent of the corporation
2
3
if such person acted in good faith, in a manner such person reasonably believed
to be in the best interests of the corporation and in the case of a criminal
matter, had no reasonable cause to believe the conduct of such person was
unlawful. California laws, with respect to matters involving the right of a
corporation, allow indemnification to an agent of the corporation, if such
person acted in good faith, in a manner such person believed to be in the best
interests of the corporation and its shareholders; provided that there shall be
no indemnification for: (i) amounts paid in the settlement without court
approval for a pending action; (ii) expenses incurred in defending a pending
action which is settled or otherwise disposed of without court approval; (iii)
matters in which such person shall have been adjudged to be liable to the
corporation unless the court determines that such person is entitled to be
indemnified; or (iv) other matters specified in the California Corporations
Code.
In addition, the Registrant has the power to purchase and maintain insurance on
behalf of any agent of the Registrant against any liability asserted against or
incurred by the agent in such capacity or arising out of the agent's status as
such whether or not the Registrant would have the power to indemnify the agent
against such liability under the applicable provisions of the Registrant's
Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
5.1 Opinion re: Legality 8
23.1 Consent of McGladrey & Pullen, L.L.P. 9
99.1 Orange National Bancorp 1997 Stock Option Plan and Agreements 10
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the
3
4
Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
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 Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of
such issue.
4
5
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 Orange, State of California, on January 21, 1998.
ORANGE NATIONAL BANCORP
/s/ KENNETH J. COSGROVE
-------------------------------------
Kenneth J. Cosgrove
President & CEO
5
6
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
dates indicated.
, Director January 21, 1998
- ---------------------------
Michael W. Abdalla, M.D.
/s/ MICHAEL J. CHRISTIANSON, Director January 21, 1998
- ---------------------------
Michael J. Christianson
/s/ KENNETH J. COSGOVE , Director, President and January 21, 1998
- --------------------------- Chief Executive Officer
Kenneth J. Cosgove
/s/ ROBERT W. CREIGHTON , Director, Secretary and January 21, 1998
- --------------------------- Chief Financial Officer
Robert W. Creighton
/s/ CHARLES R. FOUGLER , Director January 21, 1998
- ---------------------------
Charles R. Fougler
/s/ GERALD R. HOLTE , Director January 21, 1998
- ---------------------------
Gerald R. Holte
/s/ JAMES E. MAHONEY , Director January 21, 1998
- ---------------------------
James E. Mahoney
/s/ WAYNE F. MILLER , Director January 21, 1998
- ---------------------------
Wayne F. Miller
/s/ SAN E. VACCARO , Chairman of the Board January 21, 1998
- --------------------------- of Directors
San E. Vaccaro
6
7
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
5.1 Opinion re: Legality 8
23.1 Consent of McGladrey & Pullen, L.L.P. 9
99.1 Orange National Bancorp 1997 Stock Option Plan
and Agreements 10