Registration No. 333-
As filed with the Securities and Exchange Commission on November 20, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTRAL VALLEY COMMUNITY BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0539125
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
600 POLLASKY AVENUE, CLOVIS, CALIFORNIA 93612
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CLOVIS COMMUNITY BANK 1992 STOCK OPTION PLAN
(Full Title of the Plan)
DANIEL J. DOYLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
600 POLLASKY AVENUE, CLOVIS, CALIFORNIA 93612
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(559) 298-1775
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
STEVEN M. PLEVIN, ESQ.
LILLICK & CHARLES LLP
TWO EMBARCADERO CENTER, SUITE 2700, SAN FRANCISCO, CALIFORNIA 94111
(415) 984-8200
CALCULATION OF REGISTRATION FEE
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Title of Each Class Of Amount To Be Proposed Maximum Proposed Maximum Amount of
Securities To Be Registered(a) Offering Price Per Aggregate Offering Registration Fee
Registered Share(b) Price(b)
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Common stock 195,200 Shares $15.93 $3,109,466 $820.90
(No Par Value)
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(a) The number of shares being registered is the number of shares issuable under
outstanding stock options granted under the Clovis Community Bank 1992 Stock
Option Plan.
(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of
the price at which the outstanding stock options may be exercised.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant, Central Valley Community Bancorp, will send or give the
documents containing the information specified in this Item 1. to each
participant as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission and the instructions to
Form S-8, Registrant is not filing such documents with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will send or give the documents containing the information
specified in Item 2 to each participant as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, Registrant is not filing such
documents with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Central Valley Community Bancorp ("Central Valley") hereby incorporates by
reference the document 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 (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 herein and to be a part hereof from the date of
filing of such documents.
(a) Registrant's Current Report on Form 8-K, filed with the Securities &
Exchange Commission on November 16, 2000.
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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Although Registrant's common stock is registered under Section 12(g) of the
Exchange Act, there is no document, as listed in Item 3(c) of Form S-8
describing Registrant's common stock. Accordingly, a description of Registrant's
common stock follows:
GENERAL
Central Valley currently has an authorized capitalization of 20,000,000 shares
of common stock and 10,000,000 shares of preferred stock. Of these authorized
capital shares, 1,303,459 shares of common stock and no shares of preferred
stock are currently issued and outstanding. An additional 195,200 shares of
Central Valley's common stock is reserved for issuance upon the exercise of
outstanding options granted under the Clovis Community Bank 1992 Stock Option
Plan. Those stock options were converted, on a share-for-share basis, into
options to purchase shares of Central Valley's common stock pursuant to that
certain Plan of Reorganization and Merger Agreement by and among Central Valley,
Clovis Community Bank and Clovis Merger Co., a California corporation and
wholly-owned subsidiary of Central Valley, dated as of April 14, 2000, and
pursuant to which Clovis Community Bank became a wholly-owned subsidiary of
Central Valley as of November 15, 2000. An additional 195,837 shares of Central
Valley's common stock will be reserved for issuance pursuant to the Central
Valley Community Bancorp 2000 Stock Option Plan, to be adopted as soon as
practicable.
COMMON STOCK
The balance of Central Valley's authorized common stock will be available to be
issued when and as the Board of Directors of Central Valley determines it
advisable to do so. Common shares could be issued for the purpose of raising
additional capital, in connection with acquisitions or formation of other
businesses, or for other appropriate purposes. The Board of Directors of Central
Valley has the authority to issue common shares to the extent of the present
number of authorized unissued shares, without obtaining the approval of existing
holders of common shares. If additional shares of Central Valley's Common Stock
were to be issued, the existing holders of Central Valley shares would own a
proportionately smaller portion of the total number of issued and outstanding
common shares.
DIVIDEND RIGHTS
The shareholders of Central Valley are entitled to receive dividends when and as
declared by its Board of Directors out of funds legally available, subject to
the restrictions set forth in the California General Corporation Law. The
Corporation Law provides that a corporation may make a distribution to its
shareholders if the corporation's retained earnings equal at least the amount of
the proposed distribution. The Corporation Law further provides that, in the
event that sufficient retained earnings are not available for the proposed
distribution, a corporation may nevertheless make a distribution to its
shareholders if it meets two conditions, which generally stated are as follows:
- - the corporation's assets equal at least 1 1/4 times its liabilities, and
- - the corporation's current assets equal at least its current liabilities or,
if the average of the corporation's earnings before taxes on income and
before interest expense for the two preceding fiscal years was less than
the average of the corporation's interest expense for such fiscal years,
then the corporation's current assets must equal at least 1 1/4 times its
current liabilities.
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It is contemplated that Central Valley will pay cash and stock dividends subject
to the restrictions on payment of cash dividends as described above, the
earnings of Central Valley, management's assessment of future capital needs, and
other factors. Initially, the funds for payment of dividends and expenses of
Central Valley are expected to be obtained from dividends paid by its
wholly-owned subsidiary, Clovis Community Bank.
VOTING RIGHTS
All voting rights with respect to Central Valley are vested in the holders of
Central Valley's common stock.
Holders of Central Valley common stock are entitled to one vote for each share
held except that in the election of directors each shareholder has cumulative
voting rights and is entitled to as many votes as shall equal the number of
shares held by such shareholder multiplied by the number of directors to be
elected and such shareholder may cast all his or her votes for a single
candidate or distribute such votes among any or all of the candidates he or she
chooses. However, no shareholder shall be entitled to cumulate votes (in other
words, cast for any candidate a number of votes greater than the number of
shares of stock held by such shareholder) unless such candidate or candidates'
names have been placed in nomination prior to the voting and the shareholder has
given notice at the meeting prior to the voting of the shareholder's intention
to cumulate votes. If any shareholder has given such notice, all shareholders
may cumulate their votes for candidates in nomination.
PREEMPTIVE RIGHTS
Shareholders of Central Valley common stock have no preemptive rights. There are
no conversion rights, redemption rights or sinking fund provisions.
LIQUIDATION RIGHTS
Upon liquidation of Central Valley the holders of Central Valley's common stock
have the right to receive their pro rata portion of the assets of the Company
distributable to shareholders. This is subject, however, to the preferential
rights, if any, of the holders of any outstanding senior securities. Presently
there are no senior securities outstanding.
PREFERRED STOCK
Central Valley is authorized to issue 10,000,000 shares of preferred stock. The
Board of Directors has the authority to establish preferred stock in one or more
series and to fix the dividend rights (including sinking fund provisions),
redemption price or prices, and liquidation preferences, and the number of
shares constituting any series or the designation of such series. Holders of
preferred stock will not be held individually responsible, as such holders, for
any debts, contracts or engagements of Central Valley, and will not be liable
for assessments to correct impairments of the contributed capital of Central
Valley. Holders of preferred stock, when and if issued, may become senior to
holders of common stock as to dividend, voting, liquidation or other rights. The
Board of Directors has no present intention to issue shares of preferred stock.
CENTRAL VALLEY ARTICLES OF INCORPORATION
Central Valley's Articles of Incorporation incorporate provisions which may have
the effect of delaying, deferring or preventing a change in control of Central
Valley in certain circumstances. Specifically, Central Valley 's Articles of
Incorporation provide that the shareholder vote required to approve a Business
Combination (as described below) shall be at least 80% of Central Valley 's
outstanding shares of voting stock, voting together as a single class. A
Business Combination means:
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- - any merger of Central Valley with or into any other corporation, person or
other entity which is the beneficial owner, directly or indirectly, of 5%
or more of the total voting power of the outstanding voting securities of
Central Valley; or
- - any sale, lease, exchange or other disposition (in one transaction or
series of related transactions) of all or substantially all of the assets
of Central Valley to any other corporation, person or other entity which
is the beneficial owner, directly or indirectly, of 5% or more of the
total voting power of the outstanding voting securities of Central Valley;
or
- - any sale, lease, exchange or other disposition (in one transaction or a
series of related transactions) to Central Valley or any subsidiary of
Central Valley of any assets in exchange for voting securities (or
securities convertible into or exchangeable for voting securities, or
options, warrants or rights to purchase voting securities or securities
convertible into or exchangeable for voting securities) constituting 5% or
more of the outstanding securities of Central Valley after such exchange
by any other corporation, person or entity which is the beneficial owner,
directly or indirectly, of 5% or more of the total voting power of the
outstanding voting securities of Central Valley; or
- - any reclassification of securities, recapitalization or other transaction
designed to decrease the number of holders of Central Valley's voting
securities remaining after any other corporation, person or other entity
has acquired 5% or more of the total voting power of the outstanding
voting securities of Central Valley.
RESTRICTIONS ON RESALES BY AFFILIATES
Central Valley's common stock issuable in this offering has been registered
under the Securities Act of 1933, as amended, but this registration does not
cover resales of shares acquired by any Central Valley shareholder who is deemed
to be an "affiliate" of Central Valley, that is one who directly or indirectly
through one or more intermediaries controls or is controlled by or is under
common control with Central Valley. Affiliates may not sell the shares except
pursuant to an effective registration statement under the Securities Act or
pursuant to an exemption from the registration requirements of the Securities
Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to award, or
a corporation's board of Directors to grant, indemnity to directors, officers,
employees and other agents of the corporation in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933 as amended.
Article VI. of the Articles of Incorporation of Central Valley provides for
indemnification of agents including directors, officers and employees, through
bylaws, agreements with agents, vote of shareholders or disinterested directors
or otherwise, in excess of the indemnification otherwise permitted by Section
317 of the California Corporations Code, subject only to the applicable limits
set forth in Section 204 of the California Corporations Code. Article V. of
Central Valley's Articles of Incorporation further provides for the elimination
of director liability for monetary damages to the maximum extent allowed by
California law.
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Section 48 of Central Valley's Bylaws provides that Central Valley shall
indemnify its "agents", as defined in Section 317 of the California Corporations
Code, to the full extent permitted by said Section, as amended from time to
time, or as permitted by any successor statute to said Section.
Central Valley maintains insurance covering its directors, officers and
employees against any liability asserted against any of them and incurred by any
of them, whether or not Central Valley would have the power to indemnify them
against such liability under the provisions of applicable law or the provisions
of Central Valley 's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion re: Legality
13 Clovis Community Bank 1999 Annual Report to Shareholders
23.1 Consent of Counsel is included with the opinion re legality as Exhibit
5.1 to the Registration Statement.
23.2 Consent of Perry-Smith LLP
24.1 Power of attorney
99.1 Clovis Community Bank 1992 Stock Option Plan
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 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 Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
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(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) 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.
(h) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Clovis, California, on
November 15, 2000.
CENTRAL VALLEY COMMUNITY BANCORP
/s/ Daniel J. Doyle ,
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Daniel J. Doyle, President & CEO
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
date indicated.
/s/ Daniel J. Doyle , Director, Principal Executive November 15, 2000
- --------------------------------------- Officer
Daniel J. Doyle
* David E. Cook , Director November 15, 2000
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David E. Cook
* Sidney B. Cox , Director November 15, 2000
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Sidney B. Cox
* Daniel N. Cunningham , Director November 15, 2000
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Daniel N. Cunningham
* Steven D. McDonald , Director November 15, 2000
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Steven D. McDonald
* Louis McMurray , Director November 15, 2000
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Louis McMurray
* Wanda Lee Rogers , Director November 15, 2000
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Wanda Lee Rogers
* William S. Smittcamp , Director November 15, 2000
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William S. Smittcamp
* Yoshito Takahashi , Director November 15, 2000
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Yoshito Takahashi
* Joseph B. Weirick , Director November 15, 2000
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Joseph B. Weirick
* Gayle Graham , Principal Accounting Officer November 15, 2000
- --------------------------------------- and Principal Financial Officer
Gayle Graham
* By: /s/ Daniel J. Doyle
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Daniel J. Doyle, as ATTORNEY-IN-FACT.
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion re: Legality
13 Clovis Community Bank 1999 Annual Report to Shareholders
23.1 Consent of Counsel is included with the opinion re legality as Exhibit
5.1 to the Registration Statement.
23.2 Consent of Perry-Smith LLP
24.1 Power of attorney
99.1 Clovis Community Bank 1992 Stock Option Plan
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