As filed with the Securities and Exchange Commission on ________, 1999
Registration No. ____________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement under the Securities Act of 1933
Civic BanCorp
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(Exact name of registrant as specified in its charter)
California 68-0022322
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
2101 Webster Street, Oakland, California 94612
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(Address of principal executive office, including zip code)
Civic BanCorp 1995 Non-Employee Director Stock Option Plan
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(Full title of the plan)
Herbert C. Foster, Civic Bancorp, 2101 Webster Street, Oakland, CA 94612
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(Name and address of agent for service)
(510) 835-6500
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(Telephone number, including area code, of agent for process)
Calculation of Registration Fee
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Title of securities Amount to be Proposed maximum Proposed maximum aggregate Amount of
of the registered registered offering price per unit offering price registration fee
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Common stock, 173,775 (1) $13.75 (1) $2,389,407 (1) $664.26
Options to acquire shares
common stock
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(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the average of the high and low prices as reported on the NASDAQ Stock
Market's National Market on September 20, 1999. Calculated pursuant to Rules
457(c) and (h) under the Securities Act of 1933, as amended.
Part I Information Required in the Section 10(a) Prospectus
Pursuant to the instructions for Form S-8, the prospectus is not
included in this Registration Statement.
Part II Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents previously filed or to be filed with the
Commission pursuant to the Securities Exchange Act of 1934 ("Exchange Act") are
hereby incorporated by reference in this Registration Statement:
(a) Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's Annual
Report on Form 10-K referred to in paragraph (a) above.
(e) The description of the Registrant's common stock contained in the
Registration Statement filed under the Exchange Act, including the description
of the Shareholder Rights Plan as described in the Form 8-A Rights Agreement
previously filed with the Commission.
All documents filed by 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 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 thereof.
Item 4. Description of Securities.
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Securities to be offered are registered under Section 12 of the
Exchange Act. Therefore this item is not applicable.
Item 5. Interest of Named Experts and Counsel.
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The validity of the Shares that may be offered under the Civic BanCorp
Employee Stock Purchase Plan will be passed upon for the Registrant by
McCutchen, Doyle, Brown & Enersen,
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LLP, San Francisco, CA 94111. Attorneys who
are partners or employed by McCutchen, Doyle, Brown & Enersen LLP in the
aggregate own approximately 3,600 Shares.
Item 6. Indemnification of Directors and Officers.
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Section 317 of the California General Corporation Law permits
indemnification of directors, officers and employees of corporations under
certain conditions and subject to certain limitations. The articles of
incorporation of the Registrant contain provisions limiting the monetary
liability of directors for breaches of the duty of care. Article 5 of the Bylaws
of the Registrant contains provisions for the indemnification of directors,
officers and employees to the fullest extent permitted under Section 317. In
addition, the Registrant maintains officers and directors liability insurance
for an annual aggregate maximum of $10,000,000.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
No securities to be sold pursuant to this registration statement are
being reoffered or resold. Therefore this item is not applicable.
Item 8. Exhibits.
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4. Civic BanCorp 1995 Non-Employee Director Stock Option Plan as ammended
5.1 Opinion of McCutchen, Doyle, Brown & Enersen LLP re legality
23.1 Consent of KPMG LLP
23.2 Consent of McCutchen, Doyle, Brown & Enersen LLP (included in their
opinion included as Exhibit 5.1
24. Power of attorney
Item 9. Undertakings.
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(1) Registrant hereby undertakes:
(a) To file during any period in which offers of 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 (the "1933 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;
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(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)(a)(i) and (1)(a)(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 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under the 1933
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.
(c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference
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) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Prospectus, to each person to whom 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 1934 Act); and, where interim
financial information required to be presented by Article 3 of Regulation S-X of
the 1934 Act 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.
(4) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, 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 1933 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
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appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 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 it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Oakland, State of California, on September 20, 1999.
CIVIC BANCORP
(Registrant)
By /s/ Herbert C. Foster
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Herbert C. Foster
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.
Signature Title Date
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/s/ Herbert C. Foster President and Chief September 20, 1999
- -------------------------------------- Executive Officer and
Herbert C. Foster Director (Principal
Executive Officer)
/s/ Gerald J. Brown Senior Vice President September 20, 1999
- -------------------------------------- and Chief Financial
Gerald J. Brown Officer (Principal
Financial and Accounting
Officer)
/s/ C. Donald Carr Director and Chairman September 20, 1999
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C. Donald Carr
/s/ David L. Cutter Director September 20, 1999
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David L. Cutter
/s/ Wayne S. Doiguchi Director September 20, 1999
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Wayne S. Doiguchi
/s/ John W. Glenn Director September 20, 1999
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John W. Glenn
/s/ Paul R. Handlery Director September 20, 1999
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Paul R. Handlery
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/s/ James C. Johnson Director September 20, 1999
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James C. Johnson
/s/ Paul C. Kepler Director September 20, 1999
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Paul C. Kepler
/s/ John E. Lindstedt Director September 20, 1999
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John E. Lindstedt
/s/ Edward G. Mein Director September 20, 1999
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Edward G. Mein
/s/ Dale D. Reed Director September 20, 1999
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Dale D. Reed
/s/ Edward G. Roach Director September 20, 1999
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Edward G. Roach
/s/ Barclay Simpson Director September 20, 1999
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Barclay Simpson
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Item 8. Exhibits. Page
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4. Civic BanCorp 1995 Non-Employee Director Stock Option Plan as ammended
5.1 Opinion of McCutchen, Doyle, Brown & Enersen LLP re legality
23.1 Consent of KPMG LLP
23.2 Consent of McCutchen, Doyle, Brown & Enersen LLP (included in their
opinion included as Exhibit 5.1
24. Power of attorney