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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
QUAKER CITY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-4444221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
7021 Greenleaf Avenue
Whittier, California 90602
(562) 907-2200
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
_________________________
1997 STOCK INCENTIVE PLAN
(Full Title of Plan)
_________________________
Kathryn M. Hennigan
Corporate Secretary,
Senior Vice President - Administrative Services
QUAKER CITY BANCORP, INC.
7021 Greenleaf Avenue
Whittier, California 90602
(562) 907-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
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Common Stock,
par value $.01 per share 233,000 shares $21.75 $5,067,750 $1,494.99
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(1) There is also being registered hereunder such additional undetermined number
of shares of Common Stock that may be issued from time to time as a result
of the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c), and based on the average of the high
and low prices of the Common Stock of Quaker City Bancorp, Inc. as reported
on December 8, 1997 on The Nasdaq National Market System.
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1
INTRODUCTION
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This Registration Statement on Form S-8 is filed by Quaker City Bancorp,
Inc. (the "Company") relating to 233,000 shares of the Company's common stock,
par value $.01 per share (the "Common Stock"), issuable to eligible directors,
officers, employees, consultants and advisors of the Company and its affiliates
under the Quaker City Bancorp, Inc. 1997 Stock Incentive Plan (the "Plan").
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Documents by Reference.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment hereto that indicates that all securities offered
hereunder have been sold or that 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 of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. 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.
2
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Delaware corporation. Section 145(a) of the Delaware
General Corporation Law (the "GCL") provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, had no cause to believe his or her conduct was unlawful.
Section 145(b) of the GCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his or her duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which the court shall
deem proper.
Section 145 of the GCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such officer or director shall be indemnified
against expenses actually and reasonably incurred by him or her in connection
therewith; that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled;
and that the corporation may purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
such officer or director and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liabilities under Section
145.
As permitted by Section 102(b)(7) of the GCL, the Company's Certificate of
Incorporation provides that each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding"), by reason of the fact that he or she is or was a director or an
officer of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (each an "indemnitee"), shall be indemnified and held
harmless by the Company to the fullest extent authorized by the GCL, as the same
exists or may be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except with respect to proceedings to
enforce rights to indemnification, the Company is required to indemnify an
indemnitee in connection with a proceeding initiated by such indemnitee only if
such proceeding was authorized by the Board of Directors of the Company.
3
The Company's Certificate of Incorporation further provides that this right
to indemnification includes the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its final disposition
(an "advancement of expenses"); provided, however, that if the GCL requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer shall be made only upon delivery to the Company of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "final adjudication") that such
indemnitee is not entitled to be indemnified for such expenses. If a written
claim for indemnification is not paid in full by the Company within 60 days
after it is received by the Company, except in the case of a claim for an
advancement of expenses, in which case the applicable period is 20 days, the
indemnitee may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim. If successful in whole or in part in any such
suit, or in a suit brought by the Company to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be
paid also the expenses of prosecuting or defending such suit.
In addition, the Company's Certificate of Incorporation authorizes the
Company to maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Company or subsidiary or affiliate
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability or loss under
the GCL. The Company may further grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Company to the fullest
extent of the provisions of the Certificate of Incorporation with respect to the
indemnification and advancement of expenses of directors and officers of the
Company.
The Company's Certificate of Incorporation also provides that a director of
the Company shall not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for
liability (a) for any breach of the director's duty of loyalty to the Company or
its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the GCL, or (d) for any transaction from which the director derived an improper
personal benefit. If the GCL is amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by the GCL, as so amended.
Any repeal or modification of the foregoing indemnification by the
stockholders of the Company shall not adversely affect any right or protection
of a director of the Company existing at the time of such repeal or
modification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Certificate of Incorporation of the Company (filed as Exhibit 3.1 to
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, and incorporated herein by reference)
4.2 Bylaws of the Company (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended June 30, 1994, and
incorporated herein by reference)
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of Independent Auditors
4
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
Item 9. Undertakings.
(a) 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;
(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)(1)(ii) do not apply if 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
Exchange Act that are incorporated by reference in the 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 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 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 Securities 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.
(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 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 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by a final
adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for a 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 Whittier, State of California, on December 8, 1997.
QUAKER CITY BANCORP, INC.
By: /S/ FREDERIC R. McGILL
----------------------
Frederic R. McGill
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints KATHRYN
M. HENNIGAN and FREDERIC R. McGILL his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement 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, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
Signature Title Date
--------- ------ -----
/S/ FREDERIC R. McGILL President, Chief Executive Officer and December 8, 1997
- ----------------------------------------- Director
Frederic R. McGill (Principal Executive Officer)
/S/ DWIGHT L. WILSON Senior Vice President, Treasurer and December 8, 1997
- ----------------------------------------- Chief Financial Officer
Dwight L. Wilson (Principal Financial Officer)
/S/ J.L. THOMAS Chairman of the Board of Directors December 8, 1997
- -----------------------------------------
J.L. Thomas
/S/ DAVID T. CANNON Director December 8, 1997
- -----------------------------------------
David T. Cannon
/S/ WAYNE L. HARVEY Director December 8, 1997
- -----------------------------------------
Wayne L. Harvey
6
/S/ ALFRED J. GOBAR Director December 8, 1997
- -----------------------------------------
Alfred J. Gobar
/S/ DAVID K. LEICHTFUSS Director December 8, 1997
- -----------------------------------------
David K. Leichtfuss
/S/ EDWARD L. MILLER Director December 8, 1997
- -----------------------------------------
Edward L. Miller
7
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
4.1* Certificate of Incorporation of the Company
4.2* Bylaws of the Company
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities
being registered
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
_______________
* Incorporated herein by reference. See sequentially numbered page 5.
8