As filed with the Securities and Exchange Commission on June 28, 1995
Registration No. 33-_________
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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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CALIFORNIA COMMERCIAL BANKSHARES
(Exact name of registrant as specified in its charter)
California 95-3748495
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4100 Newport Place
Newport Beach, California 92660
(Address of principal executive offices)
CALIFORNIA COMMERCIAL BANKSHARES
1995 STOCK AWARD PLAN
(Full title of the plan)
Abdul S. Memon
Principal Financial and Accounting Officer
4100 Newport Place
Newport Beach, California 92660
(Name and address of agent for service)
(714) 863-2300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount aggregate aggregate Amount of
Title of securities to be offering offering registration
to be registered Registered price price fee
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Common Stock, no par value 750,000 shares $5.25 $3,937,500 $1,358
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. 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 for the year ended
December 31, 1994.
(2) The registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995.
In addition, all documents subsequently filed by registrant pursuant
to Sections 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.
ITEM 4. DESCRIPTION OF SECURITIES.
The holders of outstanding shares of Common Stock have full voting
rights, one vote for each share of record held. Shareholders have cumulative
voting rights with respect to the election of directors, if certain conditions
are met. Upon liquidation, dissolution or winding up of the Company, the assets
legally available for distribution to holders of Common Stock will be
distributed ratably among such holders. Holders of Common Stock have no
preemptive or other
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the registration statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
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subscription or conversion rights, and no liability for further calls upon
shares. The Common Stock is not subject to assessment. Holders of Common Stock
are entitled to receive such dividends as may be declared by the Board of
Directors out of funds legally available therefor. On June 15, 1995, 2,245,000
shares of Common Stock were outstanding.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company provide that the
liability of the Company's directors for monetary damages shall be eliminated to
the fullest extent permitted under California law. The Company's Bylaws
include a provision that eliminates, to the fullest extent permitted by
California law, the personal liability of its directors and officers for
monetary damages in any legal proceeding based on their action or inaction as a
director or officer, subject to certain limitations for actions initiated by the
director or officer, settlements not approved by the Company, losses covered by
the directors' and officers' liability insurance policy maintained by the
Company, and judgments for an accounting of profits pursuant to Section 16(b) of
the Exchange Act and similar laws.
The General Corporations Law of California (the "Law") (i) eliminates
the liability of directors for monetary damages in an action brought by a
shareholder in the right of the Company (referred to herein as a "derivative
action") or by the Company for breach of duty to the Company and its
shareholders and (ii) authorizes the Company to indemnify directors and officers
for monetary damages for all acts or omissions committed by them in their
respective capacities. Both the Law and the Bylaws of the Company, however,
prohibit indemnification for (a) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (b) acts or omissions that
a director or officer believes to be contrary to the best interests of the
Company or its shareholders or that involve the absence of good faith on the
part of a director or officer seeking indemnification, (c) any transaction from
which a director or officer derives an improper personal benefit, (d) acts or
omissions that show a reckless disregard for the director's or officer's duty to
the Company or its shareholders in circumstances in which such person was aware,
or should have been aware, in the ordinary course of performing his or her other
duties, of a risk of serious injury to the Company or its shareholders, (e) acts
or omissions that constitute an unexcused pattern of inattention that amounts to
an abdication of the director's or officer's duty to the Company or its
shareholders and (f) liabilities
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arising under Section 310 (contracts in which a director has material financial
interest) and 316 (certain unlawful dividends, distributions, loans, and
guarantees) of the Law. In addition, the Company may not indemnify directors and
officers in circumstances in which indemnification is expressly prohibited by
Section 317 of the Law.
The Company has entered into indemnification agreements with its
directors and executive officers that require the Company to indemnify such
directors and executive officers to the fullest extent permitted by applicable
provisions of the Law, provided that any settlement of a third party action
against such director or executive officer is approved by the Company, and
subject to limitations for actions initiated by the director or officer,
penalties paid by insurance, and violations of Section 16(b) of the Exchange Act
and similar laws.
The Company also maintains directors' and officers' liability
insurance policies insuring directors and officers of the Company for up to
$3,000,000 of covered losses as defined in the policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits on page 9.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment
to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(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 this registration statement; and
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 the time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities 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
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Newport Beach, State of California, on the 22nd day
of June, 1995.
CALIFORNIA COMMERCIAL BANKSHARES
By: William H. Jacoby
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William H. Jacoby
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and
appoints William H. Jacoby and Mark Stuenkel his true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign and to file with the Securities and Exchange Commission any
and all amendments, including post-effective amendments, to this registration
statement and other documents in connection therewith, 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, as
fully to all intents and purposes as he 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 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, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
William H. Jacoby President, Chief Executive June 22, 1995
- ------------------------- Officer and Director
William H. Jacoby (Principal Executive
Officer)
Abdul S. Memon Principal Financial and June 22, 1995
- ------------------------- Accounting Officer
Abdul S. Memon
Mark H. Stuenkel Director June 22, 1995
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Mark H. Stuenkel
Director June --, 1993
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Phillip L. Bush
Michael J. Gertner Director June 22, 1995
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Michael J. Gertner
Director June --, 1995
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James W. Hamilton
Farrell G. Hinkle Director June 22, 1995
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Farrell G. Hinkle
Robert L. McKay Chairman of the Board June 22, 1995
- ------------------------- and Director
Robert L. McKay
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INDEX TO EXHIBITS
Sequential
Exhibit Page
Number Description of Document Number
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5 Opinion of O'Melveny & Myers.............
23.1 Consent of Counsel (contained in its
opinion filed as Exhibit 5)..............
23.2 Consent of Deloitte & Touche LLP ........
24 Power of attorney (included at
page 7) .................................
99.1 California Commercial Bankshares
1995 Stock Award Plan ...................
9