As filed with the Securities and Exchange Commission on November 6, 1996.
Registration No. 333-
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United States
Securities and Exchange Commission
Washington, D.C. 20005
FORM S-8
Registration Statement Under The Securities Act of 1933
CUPERTINO NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
California 33-0060898
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
20230 Stevens Creek Boulevard 95014
Cupertino, California
(Address of principal executive offices) (Zip Code)
Cupertino National Bancorp Employee Stock Purchase Plan
Cupertino National Bancorp 1989 Non-Qualified Stock Option Plan
(Full title of plans)
C. Donald Allen
Chief Executive Officer
Cupertino National Bancorp
20230 Stevens Creek Boulevard
Cupertino, California 95014
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(408) 996-1144
WITH A COPY TO:
Eileen Lyon
Manatt, Phelps & Phillips
11355 West Olympic Boulevard
Los Angeles, California 90064
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended.
Calculation of Registration Fee
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Proposed Proposed
Title of Amount maximum maximum Amount
securities to to be offering price aggregate of registra-
be registered registered per unit <F1> offering price tion fee
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Employee Stock
Purchase Plan
Common Stock 60,000 $13.28 $ 796,800 $241.45
1989 Non-Qualified
Stock Option Plan
Common Stock 35,000 $15.625 $ 546,875 $165.72
TOTAL 95,000 $1,343,675 $407.17
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In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein and such indeterminate number of shares as may become
available as a result of the adjustment provisions thereof.
<FN>
<F1> 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 1989 Non-Qualified 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 November 4, 1996, as reported on
the National Association of Securities Dealers Automated Quotations System.
</FN>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents filed by Cupertino National
Bancorp (the "Registrant") with the Commission are incorporated
in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports filed by the Registrant
pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 1995.
(c) The description of the class of securities which
is contained in the Registrant's Registration Statement on Form
8-A, as amended, including any amendment or report filed for the
purpose of updating such information.
All other documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration
Statement which indicate 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.
Any statement made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which is also incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such 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
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Not applicable.
Item 5. Interests of Named Experts And Counsel
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Not applicable.
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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Not applicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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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:
(a) To include any prospectus required by Sec
tion 10(a)(3) of the Securities Act;
(b) 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;
(c) 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(a) and 1(b) 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 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 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,
each filing of the Registrant's annual report pursuant to Section
13 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.
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 whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus, to each person the
Prospectus is sent or given, the latest Annual Report to security
holders that is incorporated by reference in the Prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and,
where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus,
to deliver or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.
SIGNATURES
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 of
filing of 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 October 17, 1996.
CUPERTINO NATIONAL BANCORP
By /s/ C. Donald Allen
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C. Donald Allen,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints C. Donald Allen
and Steven C. Smith his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for
him and in his name, place and stead, in any and all capacities,
to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully 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 October 17,
1996.
Signature Title
/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
/s/ Carl E. Cookson
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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
/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
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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
EXHIBIT INDEX
5.1 Opinion of Manatt, Phelps & Phillips
23.1 Consent of Manatt, Phelps & Phillips (see Exhibit 5.1).
23.2 Consent of Independent Public Accountants
25.1 Power of Attorney (included on signature page hereof)
99.1 Cupertino National Bancorp Employee Stock Purchase Plan,
as amended
99.2 Cupertino National Bancorp 1989 Non-Qualified Stock Option
Plan, as amended