Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CUPERTINO NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
California 33-0060898
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
20230 Stevens Creek Boulevard
Cupertino, CA 95014
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(Address of principal executive offices) (Zip code)
CUPERTINO NATIONAL BANCORP 401(K) PROFIT SHARING PLAN
CUPERTINO NATIONAL BANCORP EMPLOYEE STOCK PURCHASE PLAN
CUPERTINO NATIONAL BANCORP 1995 STOCK OPTION PLAN
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(Full title of the plan)
C. Donald Allen
Chief Executive Officer
Cupertino National Bancorp
20230 Stevens Creek Boulevard
Cupertino, CA 95014
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 408/996-1144
This registration statement, including all exhibits and attachments, contains 16
pages. The exhibit index may be found on page 10 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share/1/ price fee
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1995 Stock Option Plan
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Common Stock 20,818 $9.75 $202,975.50 $69.99
79,182 $8.94 $707,887.08 $244.10
401(k) Profit Sharing Plan
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Common Stock 300,000 $9.75 $2,925,000.00 $1,008.63
Employee Stock Purchase Plan
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Common Stock 25,000 $8.29 $207,250.00 $71.47
TOTAL 425,000 $4,043,112.58 $1,394.19
In addition, pursuant to Rule 416(c) under the Securities Act of 1999, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised options
under the Cupertino National Bancorp 1995 Stock Option Plan, the price is
computed on the basis of the exercise price. As to shares under the Cupertino
National Bancorp Employee Stock Purchase Plan, this plan establishes a purchase
price equal to 85% of the fair market value of the Company's Common Stock and,
therefore, the price for purchase rights under this plan is based upon 85% of
the average of the high and low prices of the Common Stock on September 1 1995,
as reported on the National Association of Securities Dealers Automated
Quotations System. As to the remaining shares the price is based upon the
average of the high and low prices of the Common Stock on September 1, 1995, as
reported on the National Association of Securities Dealers Automated Quotations
System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Cupertino National Bancorp (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), containing audited financial statements for the Company's
latest fiscal year ended December 31, 1994 as filed with the Commission on March
31, 1995.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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
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The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
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Item 6. Indemnification of Directors and Officers
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The Company's Articles of Incorporation provide that the liability of
the directors for monetary damages shall be eliminated to the fullest extent
permissible under California law. Pursuant to California law, the Company's
directors shall not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Company and its shareholders. However, this
provision does not eliminate the duty of care, and in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under California law. In addition, each director will continue
to be subject to liability for (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director 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 the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Company or its shareholders in circumstances in which the
director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, (vi) any transaction that constitutes an illegal
distribution or dividend under California law, and (vii) any transaction
involving an unlawful conflict of interest between the director and the Company
under California law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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:
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(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 (a)(1)(i) and (a)(l)(ii) do not apply if the
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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 by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act 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.
(b) Filing incorporating subsequent Exchange Act documents by reference
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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
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date or filing of registration
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statement on Form S-8
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the
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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.
SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cupertino, State of California, on August 17, 1995.
CUPERTINO NATIONAL BANCORP
/s/ C. Donald Allen
By:___________________________________________
C. Donald Allen, Chief Executive Officer
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POWER OF ATTORNEY
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The officers and directors of Cupertino National Bancorp whose signatures
appear below, hereby constitute and appoint C. Donald Allen and Steven C. Smith,
and each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form S
-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their, her or his substitutes, shall do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on August 17, 1995.
Signature Title
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/s/ C. Donald Allen
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C. Donald Allen Chief Executive Officer, President and
Director (Principal Executive Officer)
/s/ Steven C. Smith
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Steven C. Smith Executive Vice President, Chief Financial
Officer and Chief Operating Officer
(Principal Financial and Accounting Officer)
/s/ David K. Chui
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David K. Chui Director
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Carl E. Cookson Director
/s/ Jerry R. Crowley
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Jerry R. Crowley Director
/s/ Janet M. DeCarli
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Janet M. DeCarli Director
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/s/ John M. Gatto
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John M. Gatto Director
/s/ William H. Guengerich
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William H. Guengerich Director
/s/ James E. Jackson
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James E. Jackson Director
/s/ Rex D. Lindsay
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Rex D. Lindsay Director and Vice Chairman of the Board
/s/ Glen McLaughlin
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Glen McLaughlin Director and Chairman of the Board
/s/ Norman Meltzer
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Norman Meltzer Director
/s/ Dick J. Randall
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Dick J. Randall Director
/s/ Dennis S. Whittaker
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Dennis S. Whittaker Director
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SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cupertino, State of
California on August 18, 1995.
Cupertino National Bank and Trust,
Trustee for the Cupertino Bancorp 401(k)
Profit Sharing Plan
/s/ Debora Reed
By:_____________________________________
Debora Reed, Vice President and
Trust Officer
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EXHIBIT INDEX
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Sequentially
Numbered Page
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4.1 Amended Articles of Incorporation of the Company is incorporated by --
reference to Exhibit 4.1 to the Registration Statement on Form S-8
filed with the Securities and Exchange Commission on July 25, 1990
(No. 33-36057)
4.2 Bylaws of the Company is incorporated by reference to Exhibit 4.2 to --
the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on July 25, 1990 (No. 33-36057)
4.3 A copy of the Internal Revenue Service determination letter dated May 11
5, 1995 that the Cupertino National Bancorp 401(k) Profit Sharing
Plan, Plan Number 001, is qualified under Section 401 of the Internal
Revenue Code
5 Opinion re legality 13
23.1 Consent of Counsel (included in Exhibit 5) --
23.2 Consent of Independent Accountants 16
24 Power of Attorney (included in signature pages to this registration --
statement)
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