As filed with the Securities and Exchange Commission on August 4, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NORTH COUNTY BANCORP
(Exact name of issuer as specified in its charter)
California 95-3669135
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
444 South Escondido Boulevard, Escondido, California 92025
(Address of Principal Executive Offices) (Zip Code)
NORTH COUNTY BANCORP 1997 STOCK OPTION PLAN
(Full title of the plan)
Michael J. Gilligan
Vice President and Chief Financial Officer
North County Bancorp
444 South Escondido Boulevard
Escondido, California 92025
(Name and address of agent for service)
(760) 743-2200
(Telephone number, including area code, of agent for service)
Copy to:
David M. Schachter, Esquire
Fried, Bird & Crumpacker, P.C.
10100 Santa Monica Boulevard, Third Floor
Los Angeles, California 90067
CALCULATION OF REGISTRATION FEE
========================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, No Par Value 540,000(1) $10.625(2) $5,737,500 $1,738.64
========================================================================================================
(1) Pursuant to Rule 416(c), this Registration Statement covers, in addition
to the number of shares of Common Stock stated above, such additional
indeterminate number of shares as may become subject to options granted
under the North County Bancorp 1997 Stock Option Plan as a result of
any adjustments from stock splits, stock dividends or other
anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) on the basis of the average of
the bid and asked prices for the Common Stock on August 1, 1997.
This Registration Statement contains 34 pages, Exhibit Index on II-6.
EXPLANATORY NOTE
Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act"), an Information Statement will be distributed
to all holders of options granted under the North County Bancorp 1997 Stock
Option Plan. That Information Statement and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act (the "Section 10(a)
Prospectus").
FORM S-8 CROSS-REFERENCE SHEET SHOWING LOCATION OF
INFORMATION REQUIRED BY PART I OF FORM S-3
FORM S-3 ITEM NUMBER LOCATION/HEADING IN PROSPECTUS
-------------------- ------------------------------
1. Forepart of Registration Statement and Cover Page
Outside Front Prospectus of Cover Page
2. Inside Front and Outside Back Cover Page of Available Information; Documents
Prospectus Incorporated by Reference
3. Summary Information, Risk Factors and Ratio Not Applicable
of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Selling Security Holders
8. Plan of Distribution Plan of Distribution
9. Description of Securities to be Registered Not Applicable
10. Interests of Named Experts and Counsel Experts; Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Documents Incorporated
by Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
1
REOFFER
PROSPECTUS
NORTH COUNTY BANCORP
444 SOUTH ESCONDIDO BOULEVARD
ESCONDIDO, CALIFORNIA 92025
TELEPHONE NO.: (760) 743-2200
540,000 SHARES
COMMON STOCK, NO PAR VALUE
This Prospectus relates to the subsequent resale or offer for sale
on the NASDAQ National Market System, or otherwise, of shares of common
stock, no par value ("Common Stock"), of North County Bancorp, a California
corporation (the "Company"), which may be acquired by certain persons who may
be deemed affiliates of the Company pursuant to the purchase by them of
shares of Common Stock upon the exercise of options granted to them under the
North County Bancorp 1997 Stock Option Plan (the "Plan"). In connection with
such resales or offers for sale, such persons and the brokers through whom
such shares may be sold may be deemed to be "underwriters" as that term is
defined in Section 2(11) of the Securities Act of 1933, as amended (the
"Securities Act"), although such Selling Security Holders (as defined herein)
disclaim such status. The Company will not receive any of the proceeds from
the sale of the shares offered hereby. All expenses of registration incurred
in connection with the registration under the Securities Act and the offering
of the securities hereby will be borne by the Company, but all selling and
other expenses incurred by an individual Selling Security Holder (as defined
herein) will be borne by such Selling Security Holder.
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.
No person has been authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
contained in this Reoffer Prospectus, and, if given or made, such information or
representations must not be relied upon. This Reoffer Prospectus does not
constitute an offer to sell or solicitation of an offer to buy any of the
securities offered hereby in any state to any person to whom it is unlawful to
make such offer or solicitation.
THE DATE OF THIS PROSPECTUS IS AUGUST 4, 1997.
A-1
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission") which may be inspected and copied
at the public reference facilities maintained by the Commission located at
Judiciary Plaza, 450 Fifth Street, NW, Room 1024, Washington, D.C., 20549,
and at the public reference facilities located at the regional offices of the
Commission at 7 World Trade Center, 13th Floor, New York, New York 10048, and
at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60651. Copies of such material can be obtained from the
Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth
Street, NW, Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically such as
the Company. The address of such site is (http://www.sec.gov).
A copy of any document incorporated by reference into the
Registration Statement (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) of which this Reoffer Prospectus forms a part but which is not
delivered with this Reoffer Prospectus will be provided by the Company
without charge to any person (including any beneficial owner) to whom this
Reoffer Prospectus has been delivered, upon the oral or written request of
such person. Such requests should be directed to Michael J. Gilligan, Vice
President and Chief Financial Officer, North County Bancorp, 444 South
Escondido Boulevard, Escondido, California 92025.
PLAN OF DISTRIBUTION
The shares of Common Stock covered by this Reoffer Prospectus are
being registered by the Company for the account of the Selling Security
Holders. The Company understands that none of such shares will be offered
through underwriters. The Common Stock of the Company is quoted on the
NASDAQ National Market System.
Shares of Common Stock covered by this Reoffer Prospectus may be
offered and sold from time to time by the Selling Security Holders through
the NASDAQ National Market System, the over-the-counter market, negotiated
transactions or otherwise, at the prices prevailing at the time of such
sales, at prices relating to such prevailing market prices or at prices
otherwise negotiated. To the Company's knowledge, no specific brokers or
dealers have been designated by the Selling Security Holders nor has any
agreement been entered into in respect of brokerage commissions or for the
exclusive or coordinated sale of any securities which may be offered pursuant
to this Reoffer Prospectus. The Selling Security Holders and any broker
dealer through whom sales are made by the Selling Stockholders may be
regarded as "underwriters" within the meaning of the Securities Act, although
the Selling Security Holders disclaim such status, and their compensation may
be regarded as underwriters' compensation.
The Company will not receive any of the proceeds from the offering
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by an individual Selling Security Holder will be borne by such
Selling Security Holder.
On August l, 1997, the closing sales price of the Common Stock, as
reported in the NASDAQ National Market System, was $10.625.
A-2
SELLING SECURITY HOLDERS
This Reoffer Prospectus relates to shares of Common Stock which
may be acquired by certain key employees and directors (collectively, the
"Selling Security Holders") of the Company, each of whom may be deemed to be
"affiliates" of the Company, pursuant to the exercise of options granted to
such persons under the Plan. The address of each Selling Security Holder is
c/o North County Bancorp, 444 South Escondido Boulevard, Escondido,
California 92025.
At this time, the names of the Selling Security Holders have not
yet been ascertained. Once their names become known and the amounts of
securities held by them for resale become known, the Company will file a
supplement(s) to this Reoffer Prospectus in accordance with Rule 424(b)
promulgated under the Securities Act.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated herein by reference and made a part hereof are:
1. The Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997 and the Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, filed
pursuant to Section 13(a) of the Exchange Act.
3. The Company's Proxy Statement for its Annual Meeting of
Shareholders held on May 21, 1997, filed pursuant to Section 14 of the
Exchange Act.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
March 16, 1990 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All of such documents are on file with the Commission. All
documents which will be subsequently filed by the Company pursuant to Section
13(a), 13(c) or 14 of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities to be offered
pursuant hereto have been sold or which deregisters all such securities then
remaining unsold shall be deemed to be incorporated by reference into this
Reoffer Prospectus and to be a part hereof from the date of the filing of
such documents.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company as of December 31, 1996 and 1995 and for each of the
years in the three-year period ended December 31, 1996, have been
incorporated by reference herein in reliance upon the reports of Price
Waterhouse LLP, independent certified accountants, and upon the authority of
said firm as experts in accounting and auditing.
A-3
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being offered
hereby are being passed upon by Fried, Bird & Crumpacker, P.C., Los Angeles,
California, special counsel for the Company.
INDEMNIFICATION
Section 317 of the California General Corporation Law (the
"Corporation Law") contains provisions for the indemnification of directors
and officers on terms substantially identical to those contained in the
Company's Bylaws. Pursuant to California law, a corporation shall have the
power to indemnify an officer or director who was or is a party or is
threatened to be made a party in a proceeding by reason of his position as an
officer or director if the officer or director acted in good faith, in the
best interest of the corporation and with such care as an ordinarily prudent
person in a like position would use under the circumstances. To the extent
that a director or officer is successful on the merits in the defense of
certain proceedings, the Company is required to indemnify such party against
expenses actually and reasonably incurred. Otherwise, indemnification of
officers and directors must be authorized by the corporation in each specific
case, after a determination is made by a majority vote of a quorum of
directors not parties to the proceeding, or by independent legal counsel, or
by the approval of a majority of the stockholders voting for such approval,
or by the court in which the proceeding was or is pending.
Section 204(a)(11) of the Corporation Law provides for the
indemnification, subject to certain limitations, of directors and officers
for breach of their duty to the Company and its stockholders in excess of
that expressly permitted by Section 317 of the Corporation Law. The
Company's Articles of Incorporation, as amended, contain a provision
implementing Section 204(a)(11).
Section 317 of the Corporation Law also provides that a
corporation shall have the power to purchase and maintain insurance on behalf
of any agent of the corporation against any liabilities asserted against or
incurred by the agent in such capacity. The Company maintains an officers'
and directors' liability insurance policy insuring the Company's officers and
directors against certain liabilities and expenses incurred by them in their
capacities as such, and insuring the Company under certain circumstances, in
the event that indemnification payments are made by the Company to such
officers and directors.
Section 21 of the Plan provides that the Company shall indemnify
and hold harmless a member or members of the Board of Directors in any action
brought against such member or members to the maximum extent permitted by the
applicable law.
A-4
TABLE OF CONTENTS NORTH COUNTY BANCORP
Available Information............ A-2
Plan of Distribution............. A-2
Selling Security Holders......... A-3
Documents Incorporated
by Reference.................... A-3 ______________________
Experts.......................... A-3
Legal Matters.................... A-4 540,000 Shares
Indemnification.................. A-4 COMMON STOCK
NO PAR VALUE
_________________________________________ ______________________
North County Bancorp has filed with
the Securities and Exchange Commission,
Washington, D.C., a Registration Statement
under the Securities Act of 1933 with
respect to this Offering. This Prospectus REOFFER
omits certain information contained in the PROSPECTUS
Registration Statement. The information
omitted may be obtained from the Securities
and Exchange Commission upon payment of the
regular charge therefor.
_____________________
August 4, 1997
A-5
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been or will be in the future
filed by North County Bancorp, a California corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission"), are hereby
incorporated by reference into this Registration Statement:
1. The Company's latest Annual Report on Form 10-KSB for the year
ended December 31, 1996, filed pursuant to Section 13(a) the Securities
Exchange Act of 1934, as amended, (the "Exchange Act").
2. All other reports filed by the Company pursuant to Section 13(a)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to above.
3. The description of the Company's Common Stock that is contained in
the Company's Registration Statement on Form 8-A filed with the Commission on
March 16, 1990, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c) or 14 of the Exchange Act after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement, the Section 10(a) Prospectus, and the Reoffer
Prospectus which is set forth herein, and to be a part hereof and thereof
from the date of filing of such documents. (The Section 10(a) Prospectus and
the Reoffer Prospectus may be referred to herein collectively as the
"Prospectuses".) Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectuses to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein 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 and the Prospectuses.
All information appearing in this Registration Statement and the
Prospectuses is qualified in its entirety by the detailed information,
including financial statements, appearing in the documents incorporated
herein or therein by reference.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law (the
"Corporation Law") contains provisions for the indemnification of directors
and officers on terms substantially identical to those contained in the
Company's Bylaws. Pursuant to California law, a corporation shall have the
power to indemnify an officer or director who was or is a party or is
threatened to be made a party in a proceeding by reason of his position as an
officer or director if the officer or director acted in good faith, in the
best interest of the corporation and with such care as an ordinarily prudent
person in a like position would use under the circumstances. To the extent
that an officer or director is successful on the merits in the defense of
certain proceedings, the Company is required to indemnify such party against
expenses actually and reasonably incurred. Otherwise, indemnification of
officers and directors must be authorized by the corporation in each specific
case, after a determination is made by a majority vote of a quorum of
directors not parties to the proceeding, or by independent legal counsel, or
by the approval of a majority of the stockholders voting for such approval,
or by the court in which the proceeding was or is pending.
Section 204(a)(11) of the Corporation Law provides for the
indemnification, subject to certain limitations, of directors and officers
for breach of their duty to the Company and its stockholders in excess of
that expressly permitted by Section 317 of the Corporation Law. The
Company's Articles of Incorporation, as amended, contain a provision
implementing Section 204(a)(11).
Section 317 of the Corporation Law also provides that a
corporation shall have the power to purchase and maintain insurance on behalf
of any agent of the corporation against any liabilities asserted against or
incurred by the agent in such capacity. The Company maintains an officers'
and directors' liability insurance policy insuring the Company's officers and
directors against certain liabilities and expenses incurred by them in their
capacities as such, and insuring the Company under certain circumstances, in
the event that indemnification payments are made by the Company to such
officers and directors.
Section 21 of the North County Bancorp 1997 Stock Option Plan (the
"Plan") provides that the Company shall indemnify and hold harmless a member
or members of the Board of Directors in any action brought against such
member or members to the maximum extent permitted by the applicable law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4 North County Bancorp 1997 Stock Option Plan, form of
Incentive Stock Option Agreement and form of Non-Qualified
Stock Option Agreement.
5.1 Opinion of Fried, Bird & Crumpacker, P.C. regarding legality
of the Common Stock.
23.1 Consent of Fried, Bird & Crumpacker, P.C. (filed as part of
Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
II-2
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; and
(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 by the
Company pursuant to Section 13 of the Exchange Act that are incorporated by
reference into this 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
Company's annual report pursuant to Section 13(a) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company 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
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such
issue.
II-3
SIGNATURES
THE REGISTRANT. 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 has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Escondido, State of
California, on August 4, 1997.
NORTH COUNTY BANCORP
By /s/ Michael J. Gilligan
--------------------------
Michael J. Gilligan
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of NORTH COUNTY BANCORP (the
"Company"), do hereby constitute and appoint James M. Gregg and Michael J.
Gilligan, or either of them, our true and lawful attorneys-in-fact, with full
power of substitution, to sign a Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission, and to do any and all acts
and things and to execute any and all instruments for us and in our names in
the capacities indicated below, which said attorneys, or either one of them,
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with
such Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto; and we do hereby ratify and confirm all that the said
attorneys and agents, or any of them, shall do or cause to be done by virtue
of this power of attorney.
II-4
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
NAME AND SIGNATURE TITLE DATE
------------------ ----- -----
/s/ Alan P. Chamberlain
----------------------------------- Director August 4, 1997
Alan P. Chamberlain
/s/ G. Bruce Dunn
----------------------------------- Director August 4, 1997
G. Bruce Dunn
/s/ Michael J. Gilligan
----------------------------------- Vice President and Chief August 4, 1997
Michael J. Gilligan Financial Officer (Principal
Accounting Officer)
/s/ Ronald K. Goode
----------------------------------- Director August 4, 1997
Ronald K. Goode
/s/ James M. Gregg
----------------------------------- Chief Executive Officer and August 4, 1997
James M. Gregg Chairman of the Board
/s/ Rodney D. Jones
----------------------------------- President, Chief Operating August 4, 1997
Rodney D. Jones Officer and Director
/s/ Jack Port
----------------------------------- Director August 4, 1997
Jack Port
/s/ Raymond V. Stone
----------------------------------- Director August 4, 1997
Raymond V. Stone
/s/ Clarence R. Smith
----------------------------------- Director August 4, 1997
Clarence R. Smith
/s/ Burnet F. Wohlford
----------------------------------- Director and Corporate August 4, 1997
Burnet F. Wohlford Secretary
II-5
INDEX TO EXHIBITS
PAGE NUMBER
IN SEQUENTIAL
NUMBERING
EXHIBIT NUMBER DESCRIPTION SYSTEM
- -------------- ----------- --------------
4 North County Bancorp 1997 Stock Option
Plan, as amended, form of Incentive Stock
Option Agreement and form of Non-Qualified
Stock Option Agreement.
5.1 Opinion of Fried, Bird & Crumpacker
regarding legality of the Common Stock.
23.1 Consent of Fried, Bird & Crumpacker (filed
as part of Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
II-6