As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 33-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COAST BANCORP
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(Exact name of issuer as specified in its charter)
California 77-0401327
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
740 Front Street, Suite 240, Santa Cruz, California 95060
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(Address of Principal Executive Offices) (Zip Code)
COAST BANCORP
1995 AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
Bruce H. Kendall
Senior Vice President and Chief Financial Officer
Coast Bancorp
740 Front Street, Suite 240
Santa Cruz, California 95060
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(Name and address of agent for service)
(408) 458-4501
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(Telephone number, including area code of agent for service)
The Commission is requested to send copies of all communications to:
David J. Block, Esq.
Leland, Parachini, Steinberg, Matzger & Melnick, L.L.P.
333 Market Street, 27th Floor
San Francisco, California 94105
Telephone: (415) 957-1800
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(3) FEE
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Common Stock, no par value 400,000 $22.125 $8,850,000.00 $2,681.82
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(1) The number of shares to be registered is subject to further increase
pursuant to the adjustment provisions of the 1995 Amended and Restated
Stock Option Plan.
(2) Computed pursuant to Rule 457(h) based upon the average of the
bid and asked prices on April 28, 1997.
(3) Where "Affiliate" is not capitalized, the term has the meaning set forth in
the rules and regulations.
TABLE OF CONTENTS
PAGE
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GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AMENDMENTS AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 3
SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ADJUSTMENT OF AND CHANGES IN THE SHARES . . . . . . . . . . . . . . . . . 3
PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
IN GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER . . . . . . 6
DEATH OR DISABILITY OF OPTIONEE . . . . . . . . . . . . . . . . . . . . . 6
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . 7
NONSTATUTORY STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . 7
INCENTIVE STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 8
ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . . 9
i
COAST BANCORP
740 Front Street, Suite 240
Santa Cruz, California 95060
(408) 458-4501
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Common Stock
(No Par Value)
1995 AMENDED AND RESTATED STOCK OPTION PLAN
This Prospectus relates to 400,000 shares of no par value Common Stock of
Coast Bancorp (the "Company") issuable upon the exercise of options under the
1995 Amended and Restated Stock Option Plan (the "Plan") of the Company to
eligible directors, employees and officers of the Company and Affiliates(4) of
the Company.
Except for shares owned by directors and officers of the Company and any
other persons who become "affiliates"(5) of the Company by virtue of the number
of shares owned, the shares will be freely transferable immediately upon
issuance and will not be subject to any specific transfer restrictions.
Directors and officers of the Company and other affiliates may offer and sell
securities purchased under the Plan only in transactions registered or exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"). This Prospectus does not meet the 1933 Act registration
requirements for resales of shares acquired under the Plan by affiliates of the
Company; accordingly, this Prospectus cannot be used for the resale of shares
acquired through the Plan by those persons.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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(4) The capitalized term "Affiliate" has the specific meaning set forth in the
Plan. See "DESCRIPTION OF THE PLAN - Purpose."
(5) Where "Affiliate" is not capitalized, the term has the meaning set forth in
the rules and regulations under the Securities Act of 1933, as amended.
The date of this Prospectus is April 30, 1997.
1
GENERAL PLAN INFORMATION
INTRODUCTION
The Company is offering for sale up to 400,000 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1995 Amended and Restated Stock Option Plan (the "Plan").
Participants may obtain additional information about the Plan and its
administration by contacting the Company at 740 Front Street, Suite 240, Santa
Cruz, California 95060. Telephone: (408) 458-4501.
The Plan was adopted by the Board of Directors of the Company on February
22, 1995, and was approved by the shareholders at the Company's 1995 Annual
Meeting of Shareholders on May 16, 1995. The amendment and restatement of the
Plan was approved by the Board of Directors of the Company on April 23, 1997.
The amendment and restatement of the Plan did not require shareholder approval.
The Plan will expire on February 22, 2005, or ten years from its adoption by the
Company's Board of Directors, unless terminated earlier by the Board of
Directors, or a committee of the Board of Directors appointed to administer the
Plan.
The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
PURPOSE
The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive inherent in the ownership of Common Stock of the
Company by those directors, officers and employees of the Company and its
Affiliates who share in the responsibility for the Company's future growth and
success. The word "Affiliate" as used in the Plan means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at anytime each such bank or corporation other than the last in that
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations or banks
in the chain.
ADMINISTRATION
The Plan provides for administration by a committee of the Board of
Directors (the "Committee"), composed of not less than two (2) directors. Each
member of the Committee must qualify as a "Non-Employee Director", as defined in
the regulations of the Securities and Exchange Commission ("SEC") promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All members of the Company's Stock Option Committee qualify as
a "Non-Employee Director"
2
under SEC regulation 16b-3. The seven members of the Committee, are all of the
directors of the Company excluding the two directors who are also employees of
the Company. The Committee has the power to make all determinations necessary
or advisable for the administration of the Plan including, but not limited to,
determining which persons meet the requirements for selection as participants
within the framework of the Plan and establishing the terms and conditions of
options granted. The members of the Committee serve at the pleasure of the
Board of Directors.
AMENDMENTS AND TERMINATION
The Board of Directors has complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors will not,
without the approval of the shareholders of the Company: (i) materially
increase the benefits accruing to participants under the Plan; (ii) increase
the number of securities which may be issued under the Plan; or (iii) modify
the requirements as to eligibility for participation in the Plan. In
addition, the provisions of the Plan governing the terms and conditions under
which options may be granted may not be amended more than once every six (6)
months, other than to comply with changes in the Internal Revenue Code of
1986, as amended (the "Code"), or the rules thereunder. Except as provided
in the section on "Adjustment of and Changes in the Shares" herein, no
termination, modification or amendment may adversely affect any option
previously granted under the Plan without the consent of the optionee.
SECURITIES TO BE OFFERED
The Board of Directors has approved the reservation of 400,000 of the
authorized but unissued shares of Common Stock of the Company for issuance under
the Plan. The Articles of Incorporation of the Company authorize Twenty Million
(20,000,000) shares of Common Stock, of which 2,209,659 shares were issued and
outstanding on March 21, 1997.
In addition, as is discussed in detail below, the shares reserved for
issuance under the Plan may also be adjusted to reflect other events affecting
the outstanding shares of Common Stock, such as a stock split or a change in or
exchange of the shares of stock or other securities of the Company, whether by
reason of reorganization, merger, reclassification of shares or otherwise.
ADJUSTMENT OF AND CHANGES IN THE SHARES
The Plan provides for adjustment in the number of shares of Common Stock
authorized under the Plan or covered by options granted to an optionee to
protect
3
against dilution in the event of certain changes in the Company's
capitalization, such as a stock split or dividend.
In the event of sale, dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the immediate
termination of every option outstanding under the Plan prior to the consummation
of such proposed action. In the event of a merger or consolidation in which the
Company is not the surviving or resulting corporation (other than a merger or
consolidation solely for the purpose of charter migration), every option
outstanding under the Plan shall be assumed on its terms and conditions, both as
to the number of shares and otherwise, by the surviving or resulting corporation
or a parent or subsidiary of the surviving or resulting corporation; provided,
however that if the surviving or resulting corporation does not provide for such
assumption or substitution of equivalent options, the optionee shall have the
right immediately prior to such merger or consolidation to notification thereof
as soon as practicable and, thereafter, to exercise the optionee's option to
purchase the shares subject thereto to the extent of any unexercised portion of
the option, regardless of the vesting provisions of the Plan. This right of
exercise is conditioned upon the execution of a final plan of dissolution or
liquidation or a definitive agreement of merger or consolidation.
The grant of an option pursuant to the Plan will not, however, affect in
any way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
PARTICIPANTS IN THE PLAN
Options may be granted pursuant to the Plan to full-time employees and
officers of the Company and its Affiliates and to non-employee directors of the
Company. Incentive stock options may only be granted to full-time salaried
employees of the Company and its Affiliates. The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by an optionee
during a calendar year (under all plans of the Company and its Affiliates) shall
not exceed $100,000. Any option not qualifying hereunder will be a nonstatutory
stock option.
Non-employee directors of the Company were granted options for 2,000 shares
of Common Stock upon adoption of the Plan and shall be granted options for an
additional 2,000 shares each year on the anniversary of the date of grant up to
a maximum of 10,000 shares. The grant of shares in any calendar year for
service as a
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non-employee director in the previous calendar year shall be defined as an
"Annual Grant."
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
FOR SECURITIES OFFERED
IN GENERAL
Each optionee will enter into a stock option agreement with the Company,
which agreement will state the number and purchase price of the shares subject
to the option.
No option may be exercised by any optionee unless and until the optionee
has served continuously as a director or full-time officer or employee for a
period of six (6) months from the date of grant of such option (the "Vesting
Period"), except as otherwise provided below. See "Termination of Employment,
or Status as a Director or Officer," "Death or Disability of Optionee" and
"Adjustment of and Changes in the Shares," herein. Options granted to
non-employee directors shall be exercisable upon the expiration of six (6)
months from the date of grant. All other options granted pursuant to the Plan
shall vest in such manner as determined by resolution of the Stock Option
Committee at the rate of at least twenty percent (20%) per year up to but not
exceeding five (5) years from the date the option is granted; provided, however,
that the Committee may, in its sole discretion, accelerate the time of exercise
of any option. If an incentive stock option is granted to an optionee who owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company and its affiliates, such option by its
terms shall not be exercisable after the expiration of five (5) years from the
date such option is granted. Each option may be exercised for a period not
exceeding ten (10) years from the date of grant subject to the vesting
provisions herein and to a determination of the Committee that an option may
expire in such lesser period of time as they may determine in their sole
discretion.
The purchase price under each option will be not less than 100% of the fair
market value of the shares of Common Stock subject thereto on the date said
option is granted and must be paid in full at the time the option is exercised
by cash, certified check, official bank check, or the equivalent thereof; or by
shares of Common Stock with a fair market value as of the date of exercise equal
to the purchase price; or by shares of Common Stock with a fair market value as
of the date of exercise less than the full amount of the purchase price plus
cash, certified check, official bank check or the equivalent thereof equal to
the remaining amount of the purchase price. If, however, an optionee who has
been granted an incentive stock option owns stock of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company and its affiliates,
5
the option price of any option granted to the optionee may not be less than one
hundred ten percent (110%) of the fair market value of the shares of Common
Stock subject thereto on the date the option is granted. The fair market value
of the shares of Common Stock subject to options may be determined by the
Committee using any reasonable valuation method.
TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER
If an optionee ceases to be an employee, director or officer of the Company
for any reason other than his or her death or disability or cause, the
optionee's right to exercise options to the extent such options were exercisable
by the optionee on the date of such termination will terminate within three (3)
months and one (1) day following such termination, provided the date of exercise
is in no event after the expiration of the term of the option.
If any optionee is removed for cause as defined in the Plan his or her
right to exercise any option previously granted pursuant to the Plan will cease
immediately.
DEATH OR DISABILITY OF OPTIONEE
If an optionee's employment or status as an officer or director is
terminated by death or disability, such optionee or such optionee's qualified
representative (in the event of mental disability) or the optionee's estate (in
the event of death) may exercise any option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability within twelve (12) months following the date of such death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.
RESTRICTIONS ON RESALE
Shares owned by the directors and certain officers of the Company and its
subsidiaries, as affiliates of the Company, are subject to restrictions on
transfer and resale. Directors, certain officers and other affiliates of the
Company may offer and sell securities purchased under the Plan only in
transactions registered under or exempt from the registration requirements of
the 1993 Act.
The Common Stock of the Company is registered under the 1934 Act.
Accordingly, every officer, director and beneficial owner of more than ten
percent (10%) of the Common Stock of the Company is subject to the short-swing
profit recovery provisions of Section 16(b) of the 1934 Act. Generally, Section
16(b) provides that the Company may recover any profit realized by any of these
persons resulting from any purchase and sale (or sale and purchase) of the
Common Stock of
6
the Company if the transactions occur within a period of less than six (6)
months of one another.
TAX EFFECTS OF PLAN PARTICIPATION
The following summary is intended only as a general discussion and should
not be relied upon by an optionee to determine the tax consequences of the grant
or exercise of any option or the sale of shares acquired after exercise. The
federal tax consequences of stock options are complex and subject to change. In
addition, an optionee's particular situation may be such that some variation of
the general rule is applicable. PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED
BY EXERCISING OPTIONS.
NONSTATUTORY STOCK OPTIONS
An optionee who is granted a nonstatutory option in connection with the
performance of services generally realizes no ordinary income at the time of
grant. In most cases, the optionee will realize compensation income and
consequently be subject to federal income tax at the time the optionee exercises
the option with a cash payment. The optionee must include as ordinary income
the excess, if any, of the fair market value of the stock received over the
exercise price.
For purposes of determining whether any gain realized upon subsequent
sale of the stock will be treated as long-term or short-term capital gain,
the holding period will not begin to run until the date on which the optionee
realizes income attributable to the exercise of the option. As the amounts
included in income are deemed to be supplementary compensation, the Company
must withhold tax with respect to this income, and will forfeit its deduction
if it does not withhold.
The basis for determining gain or loss on the sale of stock received
through the exercise of a nonstatutory option is the amount paid for the stock
plus the amount included in income on the exercise of the option.
7
Where payment of the option price at exercise is made in whole or in part
through the delivery of shares of stock already owned by the optionee ("Owned
Shares"), further tax considerations apply. Gain or loss will not be recognized
for tax purposes upon disposition of Owned Shares delivered in payment of the
option price. A number of shares received on exercise equal to the number
delivered ("Exchange Shares") will have the same basis and holding period as the
Owned Shares. Whether the Internal Revenue Service will allow such nontaxable
treatment where the nonstatutory option is exercised with Owned Shares which
were acquired pursuant to the exercise of an incentive stock option is
uncertain. The fair market value of the remaining shares received on exercise
("Additional Shares") is compensation for services and ordinarily is includable
in the gross income of the optionee in the year of exercise. The holding period
for determining capital gain or loss for such Additional Shares generally begins
the day after the exercise date.
INCENTIVE STOCK OPTIONS
An optionee who is granted an incentive stock option realizes no ordinary
income either at the time of the grant or at the time of exercise of the option,
provided that the optionee is an employee of the Company or its Affiliates at
the time of the grant of the option and is in the employ of the Company or its
Affiliates for at least three (3) months prior to the time of exercise of the
option. An optionee will recognize income at the time of sale of the stock
acquired by means of the exercise of an incentive stock option based upon the
spread between the option price and the amount realized upon the sale of stock.
In order to qualify for capital gains treatment upon disposition of stock
following exercise of an incentive stock option, the optionee may not dispose of
the stock for at least two (2) years from the date the option was granted and
must hold the stock itself for at least one year after the exercise of the
option. If these holding periods are not met it is considered to be a
"disqualifying disposition" and the optionee must pay tax at the ordinary income
based upon the spread between the option price and the fair market value of the
stock at the time of exercise in the year of the disqualifying disposition.
Where payment of the option price at exercise is made in whole or in part
through Owned Shares, further tax considerations apply. Gain or loss will not
be recognized for tax purposes upon disposition of Owned Shares delivered in
payment of the option price. Exchange Shares will have the same basis and
holding period as the Owned Shares. The fair market value of the Additional
Shares is compensation for services and ordinarily is includable in the gross
income of the optionee in the year of exercise. The holding period for
determining capital gain or loss for such Additional Shares generally begins the
day after the exercise date.
8
ASSIGNMENT OF INTEREST
No option is transferable by the optionee otherwise than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA.
REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION
Upon the written or oral request of anyone to whom this Prospectus is
delivered, the Company will provide without charge a copy of its latest annual
report to shareholders (which includes audited consolidated financial
statements) and any and all of the information that has been incorporated by
reference into the Registration Statement filed with the Securities and Exchange
Commission, of which this Prospectus is part, under the 1933 Act, as amended,
with respect to the Common Stock offered hereby (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).
Additional updating information with respect to the securities covered in
this Prospectus may be provided in the future by means of appendices which the
Company will deliver or cause to be delivered to each employee, director or
officer who participates in or is selected to participate in the Plan. When
updated information is so furnished, documents previously delivered to
participants may not be redelivered, but upon the oral or written request of any
participant, the Company will provide without charge to any participant a copy
of all documents that then constitute the Plan Prospectus.
Upon the written or oral request of any participant in the Plan to whom
this Prospectus is delivered, the Company will provide without charge a copy of
any of the following materials: (i) the Bank's or Company's latest Annual
Report to Shareholders, as applicable; (ii) the Bank's or Company's latest
Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by
the Company pursuant to Rule 424(b) under the 1933 Act that contains audited
financial statements for the Bank's or Company's latest fiscal year for which
such statements have been filed; or (iv) any effective Exchange Act registration
statement on Form 10 containing audited financial statements for the Bank's or
Company's latest fiscal year.
The Company will deliver or cause to be delivered to all Plan participants
who do not otherwise receive such material or who orally or in writing request
such material, copies of all reports, proxy statements and other communications
distributed to the shareholders of the Company generally.
9
All such requests should be directed to the Company at its offices at 740
Front Street, Suite 240, Santa Cruz, California 95060, Attention: Sandra
Anderson, Corporate Secretary. Telephone: (408) 458-4500.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated herein by reference. In addition,
all documents subsequently filed by the Company pursuant to Sections 13, 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.
1.1 Coast Bancorp Registration Statement on Form 10, filed with the
Securities and Exchange Commission on October 1, 1996, pursuant to
Section 12(g) of the Exchange Act.
1.2 Coast Bancorp Form 10-K for the fiscal year ended December 31, 1996.
1.3 Coast Bancorp Form 8-K dated February 10, 1997.
Item 4. Description of Securities.
The Common Stock of the Company is registered pursuant to Section 12(g) of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Insert any provisions of Articles or Bylaws regarding indemnification.
The Company shall indemnify its "Agents," as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended
10
from time to time, or as permitted by any successor statute to Section 317, and
by the Company's Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4. Coast Bancorp 1995 Amended and Restated Stock Option Plan and form of
Nonstatutory and Incentive Stock Option Agreements.
5. Opinion of Leland, Parachini, Steinberg, Matzger & Melnick L.L.P. as
to the validity of securities being registered.
15. Not applicable.
23.1 Consent of Leland, Parachini, Steinberg, Matzger & Melnick L.L.P. is
contained in that firm's opinion as Exhibit 5 to this Registration
Statement.
23.2 Consent of Deloitte & Touche L.L.P., independent public accountants
for Coast Bancorp.
24. Power of Attorney.
99. Not applicable.
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;
11
(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 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 Securities Exchange Act of 1934 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) 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
person 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
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Cruz, State of California, on April 24, 1997.
COAST BANCORP
By: s/Harvey J. Nickelson
-------------------------------------
Harvey J. Nickelson
President and Chief
Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Harvey J. Nickelson and Bruce H. Kendall and each of them, his true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file any and
all amendments, including pre- and/or post-effective amendments to this
Registration Statement, with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
s/ Bruce H. Kendall April 23 , 1997
- ------------------------------ --------------------
BRUCE H. KENDALL
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
s/ Richard E. Alderson April 23 , 1997
- ------------------------------ --------------------
RICHARD E. ALDERSON
Director
, 1997
- ------------------------------ --------------------
DOUGLAS D. AUSTIN
Director
, 1997
- ------------------------------ --------------------
JOHN C. BURROUGHS
Director
/s/ Bud W. Cummings April 23 , 1997
- ------------------------------ --------------------
BUD W. CUMMINGS
Director
/s/ Ronald M. Israel April 23 , 1997
- ------------------------------ --------------------
RONALD M. ISRAEL
Director
14
/s/ Malcolm D. Moore April 23 , 1997
- ------------------------------ --------------------
MALCOLM D. MOORE
Director
/s/ Harvey J. Nickelson April 23 , 1997
- ------------------------------ --------------------
HARVEY J. NICKELSON
President, Chief Executive Officer
and Director
/s/ Gus J. F. Norton April 23 , 1997
- ------------------------------ --------------------
GUS J. F. NORTON
Director
/s/ James C. Thompson April 23 , 1997
- ------------------------------ --------------------
JAMES C. THOMPSON
Director
15
EXHIBITS
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4. Coast Bancorp 1995 Amended and
Restated Stock Option Plan and
form of Nonstatutory and
Incentive Stock Option
Agreements.
5. Opinion of Leland, Parachini,
Steinberg, Matzger & Melnick L.L.P.
as to the validity of
securities being registered.
23.1 Consent of Leland, Parachini,
Steinberg, Matzger & Melnick L.L.P.
is contained in that firm's
opinion as Exhibit 5 to this
Registration Statement.
23.2 Consent of Deloitte & Touche
L.L.P., independent public
accountants for Coast Bancorp
25. Power of Attorney is contained
in the Signatures pages.
16