As filed with the Securities and Exchange Commission on August 20, 1996
Registration No. _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_____________________
First Regional Bancorp
(Exact name of registrant as specified in its charter)
California 95-3582843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Century Park East
Century City, California 90067
(310) 552-1776
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
_________________________
First Regional Bancorp 1991 Stock Option Plan
(Full title of the Plan)
Thomas E. McCullough
Chief Financial Officer
First Regional Bancorp
1801 Century Park East
Century City, California 90067
(310) 552-1776
(Name, address, including zip code, and telephone number, including area code of
agent for service)
_________________________
Copies to:
Gary M. Horgan, Esq.
Horgan, Rosen, Beckham & Coren
21700 Oxnard Street, Suite 1400
Los Angeles, CA 91365
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
========================================================================================================
Title of Securities to Proposed Proposed
be Registered Amount to be Maximum Maximum Amount of
Registered Offering Price Per Aggregate Registration Fee
Share Offering Price
========================================================================================================
Common Stock (no 350,000 Shares $5.50 /1/ $1,837,500 $664.00
par value per share)
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________________________
/1/ Estimated solely for the purpose of determining the amount of the
registration fee on the basis of the average of the high and the low prices of
the Common Stock, no par value per share, of First Regional Bancorp within five
(5) business days prior to the date of filing in accordance with Securities Act
Rule 457(c).
PROSPECTUS
FIRST REGIONAL BANCORP
COMMON STOCK, NO PAR VALUE PER SHARE
350,000 Shares of Common Stock
This Prospectus (the "Prospectus") covers the resale by officers or
directors (the "Selling Stockholders") of First Regional Bancorp (the
"Company"), of shares of the Company's common stock, no par value per share (the
"Common Stock"), acquired pursuant to those certain stock option agreements
executed by and between the Company and the Selling Stockholders (the "Stock
Option Agreement") in connection with the First Regional Bancorp 1991 Stock
Option Plan (the "Plan").
The Selling Stockholders may offer shares of Common Stock from time to
time to purchasers directly or through underwriters, dealers or agents. Such
shares of Common Stock may be sold at market prices prevailing at the time of
sale or at negotiated prices.
The Common Stock is traded on the over-the-counter market through the
National Association of Securities Dealers Automated Quotation System under the
trading symbol FRGB. The last sale price for the Common Stock as so reported was
on or about August 16, 1996 and was $5.50 per share. The Company will not
receive any of the proceeds from the sale of shares of Common Stock by the
Selling Stockholders. The address of the principal executive offices of the
Company is 1801 Century Park East, Century City, California 90067 and its
telephone number is (310) 552-1776.
SEE "RISK FACTORS" AT PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.
______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________
No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company or any Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
______________________________________________________________
The date of this Prospectus is August 20, 1996
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington D.C. 20549 and at the Commission's
regional offices at 7 World Trade Center, Suite 1300, New York, New York 10048
and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such materials can also be obtained upon written request
addressed to the Commission, Public Reference Branch, 450 Fifth Street, N.W.
Washington, D.C. 20549, at prescribed rates. Upon request, and when suitable
arrangements can be made, such records may be sent to any other Commission
office for inspection, including the Pacific Regional Office, 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, California 90036. Electronic filings made
through the Electronic Data Gathering, Analysis, and Retrieval system are
available through the Commission's Web site (http://www.sec.gov). The Company's
securities are not listed on any exchange. Such reports and other information
concerning the Company can be inspected at the offices of the Company at 1801
Century Park East, Century City, California 90067.
The Company has filed with the Commission a registration statement
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract, agreement
or the document referred to are not necessarily complete. With respect to each
such contract, agreement or other document filed as an exhibit to the
Registration Statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference. Items and information omitted from
this Prospectus but contained in the Registration Statement may be inspected and
copied at the Public Reference Facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission pursuant to the applicable statutes are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996.
(4) The description of the Company's Common Stock which is contained
in its Registration Statement on Form 10 (File No. 0-10232) dated March, 1982,
filed under the Securities Exchange Act of 1934 (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
2
The Company will provide, without charge, to each person to whom copy
of this Prospectus is delivered, on written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to the Company's Executive Offices at 1801 Century Park East, Century
City, California 90067, (310) 552-1776.
Until (date 40 days after effective date) all dealers effecting
---------------------------------
transactions in the registered securities, whether or not participating in
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
______________________
RISK FACTORS
Prospective investors should carefully consider the following risk
factors as well as the other information contained or incorporated by reference
in this Prospectus before purchasing shares offered hereby.
Adverse Economic and Other Conditions. Commencing in 1990 and
continuing to date, the California economy has been impacted by the economic
recession which as affected many regions of the United States during this period
and, in Southern California, by certain acts of nature. While economic reports
indicate an improvement in the Southern California economy, a worsening of
current economic conditions, could have an adverse effect on the Company's
business, including the demand for new loans, refinancing activity, the ability
of borrowers to repay outstanding loans and the value of the collateral securing
such loans. The profitability of the Company may be impaired by adverse changes
in local and regional economic conditions which affect the areas in which the
Company does business or by acts of nature (including earthquakes, which may
cause uninsured damage and other loss of value to real estate that secures the
Company's loans) in those areas. Such events could also have a significant
adverse impact on the value of such collateral or the Company's earnings.
Custodial Accounts. First Regional Bank, the wholly-owned subsidiary
and major asset of Company (the "Bank"), and Transcorp Pension Services, Inc.
("Transcorp") are parties to an Agreement under which the Bank acts as custodian
for self-directed individual retirement accounts and simplified employee pension
retirement plans. Transcorp acts as administrator for these same accounts and
plans. Deposits related to these accounts and plans represented approximately
57% and 63% of the Bank's total deposits as of December 31, 1995 and 1994,
respectively. The Agreement between the Bank and Transcorp provides that either
party may terminate the relationship on not less than thirty (30) days prior
written notice. If the relationship is terminated, the Transcorp related
deposits may be withdrawn from the Bank in substantially equal monthly
increments over a twenty-four (24) month period. If this were to occur, the
Bank's liquidity would be impacted negatively and the Bank would be required to
either substantially reduce its earning assets in order to fund the deposit
withdrawals, or it would need to seek additional sources of funding, which may
be available only at substantially higher interest rates than the amounts being
paid in relation to the Transcorp deposits. Such an occurrence would most likely
have a significant negative impact on the Bank's earnings.
Concentration on Real Estate Related Loans. The Bank's lending is
concentrated in real estate in Southern California. In the recent past, this
area experienced adverse economic conditions, including declining real estate
values. Further declines in the local economy or in real estate values may
result in increased losses that cannot reasonably be predicted at this date. In
addition, should a higher interest rate environment develop, real estate related
loan demand could diminish which could also have an adverse impact on the Bank's
earnings.
3
Government Regulation; Dividend Restrictions. The Company and the Bank
are subject to extensive federal and state governmental supervision, regulation
and control, and future legislation and government policy could adversely affect
the financial industry. The full impact of such legislation and regulation
cannot be predicted, and future changes may alter the structure and competitive
relationship among financial institutions. In addition, federal regulatory
authorities have the power in certain circumstances to prohibit dividends and
other payments from the Bank to the Company, although this has not happened to
date. Under federal law and regulations promulgated by the California
Superintendent of Banks (the "Superintendent"), the ability of state banking
corporations, like the Bank, to pay dividends is limited. Capital distributions
from the Bank would be prohibited, with limited exceptions, if the Bank were
categorized as "undercapitalized" under applicable federal regulations, and
payments of interest and principal on subordinated debt of the Bank could be
restricted or prohibited, with some exceptions, if the Bank were categorized as
"critically undercapitalized" under applicable federal regulations. Further, the
Superintendent and applicable federal regulators have the authority to prohibit
the payment of dividends by the Bank if it finds that such payment would
constitute an unsafe or unsound practice. The Bank paid no dividends to the
Company in 1995, 1994 or 1993. The Company has never paid cash dividends on its
Common Stock and does not anticipate paying cash dividends on such stock in the
foreseeable future.
Capital Standards. The federal banking agencies have risk-based
capital adequacy guidelines intended to provide a measure of capital adequacy
that reflects the degree of risk associated with a banking organization's
operations for both transactions reported on the balance sheet as assets and
transaction, such as letters of credit and recourse arrangements, which are
recorded as off-balance sheet items. In determining the capital level the Bank
is required to maintain, the FDIC does not, in all respects, follow generally
accepted accounting principals ("GAAP") and has special rules which have the
effect of reducing the amount of capital it will recognize for purposes of
determining the capital adequacy of the Bank. Future changes in FDIC regulations
or practices could increase the capital level the Bank is required to maintain
or further reduce the amount of capital recognized for purposes of capital
adequacy. Such change could affect the ability of the Company to grow and could
restrict the amount of profits, if any, available for the payment of dividends.
Competition. The Company faces strong competition both in attracting
deposits and in making loans. The Company's competition in making loans comes
principally from commercial banks, savings and loan associations, mortgage
companies, and to a lesser degree, thrift and loan companies, credit unions and
insurance companies. Many of the nation's largest commercial banks and savings
and loan associations have a significant number of branch offices in the areas
in which the Company conducts operations. By virtue of their larger capital
base, many of the commercial banks and savings and loan associations with which
the Company competes have significantly greater lending limits than the Bank and
perform other services for their customers which the Bank can offer only through
correspondents or other vendors, if at all. Deregulation of the banking industry
and increased competition from nonbank entities for the cash balances of
individuals and businesses have had and will continue to have a significant
impact on the competitive position of the Bank. Competition for loans tends to
increase during periods of low interest rates. Among the advantages of the
larger of these institutions are their ability to make larger loans, finance
extensive advertising campaigns, access international money markets and
generally allocate their investment assets to regions of highest yield and
demand. Management believes that its most direct competition for deposits comes
from commercial banks, stock brokerage firms, savings and loan associations,
thrift and loan companies and credit unions. Additional significant competition
for deposits may be expected to arise from corporate and governmental debt
securities, as well as money market mutual funds.
Limited Trading Market for Common Stock. While the Common Stock has
been publicly traded since 1982, trading activity has been limited and it is not
likely that an active public market will develop for the Common Stock in the
foreseeable future. Even moderate numbers of shares sold in the public market
have caused price fluctuations.
4
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from the
sale of the shares of Common Stock owned by the Selling Stockholder and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.
SELLING SECURITY HOLDERS
The Common Stock covered by this Prospectus is being offered by the
Selling Stockholders identified in the table below. The shares of Common Stock
have been acquired by the Selling Stockholders pursuant to the Stock Option
Agreements with the Company. The following sets forth certain information as of
June 30, 1996, with respect to the Selling Stockholders and the shares of Common
Stock offered hereby:
5
MAXIMUM MAXIMUM %
AMOUNT OF OF SHARES TO
SHARES OF NO. OF SHARES SHARES TO BE BE HELD
COMMON STOCK UNDERLYING HELD AFTER AFTER
SECURITY HOLDER POSITION PRESENTLY HELD OPTIONS HELD OFFERING /(1)/ OFFERING /(2)/
- --------------- -------- -------------- ------------ -------------- --------------
H. Anthony Gartshore Director of the 0 25,000 0 N/A
Company and the
Bank and President
of the Bank
Alexander S. Lowy Director of the 48,000 25,000 48,000 2.0%
Company and the
Bank
Thomas E. McCullough Chief Financial 0 25,000 0 N/A
Officer and
Secretary of the
Company and
Executive Vice
President and Chief
Operating Officer of
the Bank
Frank R. Moothart Director of the 2,500 25,000 2,500 .1%
Company and the
Bank
Mark Rubin President and Vice 440,100 75,000 440,100 17.8%
Chairman of the
Board of the
Company and the
Bank
Lawrence J. Sherman Director of the 41,000 25,000 41,000 1.7%
Company and the
Bank
Jack A. Sweeney Chairman of the 440,100 75,000 440,100 17.8%
Board and Chief
Executive Officer of
the Company and
the Bank
Steven J. Sweeney Director of the 52,000 25,000 52,000 2.2%
Company and the
Bank
_____________________
/(1)/ Assumes sale of all option shares in offering.
/(2)/ Assumes the options shares of the particular Selling Stockholder are
issued and outstanding.
6
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific
plans for the distribution of the shares of Common Stock covered by this
Prospectus, but it is anticipated that the Selling Stockholder may sell all or a
portion of the shares of Common Stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholder and/or purchasers of the shares of Common Stock for whom they may
act as agent. The Selling Stockholder will be responsible for payment of any and
all commissions to brokers, which will be negotiated on an individual basis. The
Selling Stockholder and any underwriters, dealers or agents that participate in
the distribution of the shares of Common Stock might be deemed to be
underwriters, and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions or other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold in the over-the-counter market
or in privately negotiated transactions. Sales of such shares in the over-the-
counter market may be by means of one or more of the following: (a) a block
trade in which a broker or dealer will attempt to sell his shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a dealer as principal and resale by such dealer
for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 of the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. The Selling Stockholders will be subject to
applicable provisions of the Exchange Act, and the rules and regulations
thereunder, including, without limitation, Rule 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the shares of
Common Stock by the Selling Stockholders. There is no assurance that the Selling
Stockholders will sell any or all the Common Stock described herein and may
transfer, devise or gift such shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the
Company by Horgan, Rosen, Beckham & Coren, Los Angeles, California.
EXPERTS
The financial statements and schedules incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, have been audited by Deloitte & Touche LLP, independent
public accountants, as stated in their reports, which have been incorporated
herein by reference, and have been so incorporated in reliance upon such reports
given upon the authority of that firm as experts in accounting and auditing.
7
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:
(1) The Company's Annual Report of Form 10-K for the fiscal year
ended December 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996.
(4) The description of the Company's Common Stock which is contained
in its Registration Statement on Form 10 (File No. 0-10232), dated March 1982,
filed under the Exchange Act, and any amendment or report filed for the purpose
of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all such securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be ap art hereof from the date of
filing of such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deem to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement contained in this
Registration Statement shall be deemed to be modified or superseded to the
extent that a statement contained in a subsequently filed document which is or
is deemed to be 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a California corporation. Section 317 of the California
Corporations Code provides for the indemnification of agents of the corporation.
Directors, officers and employees of the Company are included as agents.
Section 317. Indemnification of Corporate "Agent."
(a) For the purposes of this section, "agent" means any person
who is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the corporation or
of another enterprise at the request of the predecessor corporation;
"proceeding" means any threatened, pending or
completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expense" includes, without
limitation, attorneys' fees and any expenses of establishing a right
to indemnification under subdivision (d) or paragraph (4) of
subdivision(e).
(b) A corporation shall have power to indemnify any person who
was or is a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of the corporation
to procure a judgement in its favor) by reason of the fact that the
person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if that person
acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe the conduct of
the person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in the best interests of
the corporation or that the person had reasonable cause to believe
that the person's conduct was unlawful.
(c) A corporation shall have power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact
that the person is or was an agent of the corporation, against
expenses actually and reasonably incurred by that person in connection
with the defense or settlement of the action if the person acted in
good faith, and in a manner the person believed to be in the best
interests of the corporation and its shareholders. No indemnification
shall be made under this subdivision for any of the following:
(1) In respect of any claim, issue or matter as to which
the person shall have been adjudged to be liable to the
corporation in the performance of that person's duty to the
corporation and its shareholders unless and only to the extent
that the court in which the proceeding is or was pending shall
determine upon application that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to
indemnity for expenses and then only to the extent that the court
shall determine.
(2) Of amounts paid in settling or otherwise disposing of a
pending action without court approval.
(3) Of expenses incurred in defending a pending action
which is settled or otherwise disposed of without court approval.
(d) To the extent that an agent of a corporation has been
successful on the merits in defense of any proceeding referred to in
subdivision (b) or (c) or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
(e) Except as provided in subdivision (d), any indemnification
under this section shall be made by the corporation only if authorized
in the specific case, upon a determination that indemnification of the
agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in subdivision (b) or (c), by
any of the following:
(1) A majority vote of quorum consisting of directors who
are not parties to such proceeding.
II-2
(2) If such a quorum of directors is not obtainable, by
independent legal counsel in a written opinion.
(3) Approval of the shareholders (Section 153), with the
shares owned by the person to be indemnified not being entitled
to vote thereon.
(4) The court is which the proceeding is or was pending
upon application made by the corporation or the agent or the
attorney or other person rendering services in connection with
the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
(f) Expenses incurred in defending any proceeding may be
advanced by the corporation prior to the final disposition of the
proceeding upon receipt of an undertaking by or on behalf of the agent
to repay the amount unless if it shall be determined ultimately that
the agent is not entitled to be indemnified as authorized in this
section. The provisions of subdivision (a) of 315 do not apply to
advances made pursuant to this subdivision.
(g) The indemnification authorized by this section shall not be
deemed exclusive of any additional rights to indemnification for breach
of duty to the corporation and its shareholders while acting in the
capacity of a director or officer of the corporation to the extent the
additional rights to indemnification are authorized in an article
provision adopted pursuant to paragraph (11) of subdivision (a) of
Section 204. The indemnification provided by this section for acts,
omissions, or transactions while acting in the capacity of, or while
serving as, a director or officer of the corporation but not involving
breach of duty to the corporation and its shareholders shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, to the extent
the additional rights to indemnification are authorized in the articles
of the corporation. An article provision authorizing indemnification
"in excess of that otherwise permitted by Section 317" or "to the
fullest extent permissible under California law" or the substantial
equivalent thereof shall be construed to be both a provision for
additional indemnification for breach of duty to the corporation and
its shareholders as referred to in, and with the limitation required
by, paragraph (11) of subdivision (a) of Section 204 and a provision
for additional indemnification as referred to in the second sentence of
this subdivision. The rights to indemnity hereunder all continue as to
a person who has ceased to be a director, officer, employee, or agent
and shall insure to the benefit of the heirs, executors, ad
administrators of the person. Nothing contained in this section shall
affect any right to indemnification to which persons other than the
directors and officers may be entitled by contract or otherwise.
(h) No indemnification or advance shall be made under this
section, except as provided in subdivision (d) or paragraph (4) of
subdivision (e), in any circumstance where it appears:
(1) That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders or an agreement
in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or otherwise
limits indemnification.
(2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
(i) A corporation shall have power to purchase and maintain
insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in that capacity or
arising out of the agent's status as such whether or not the
corporation would have the power to indemnify the agent against the
liability under this section. The fact that a corporation owns all or a
II-3
portion of the shares of the company issuing a policy of insurance
shall not render this subdivision inapplicable if either of the
following conditions are satisfied: (1) if the articles authorize
indemnification in excess of that authorized in this section and the
insurance provided by this subdivision is limited as indemnification
is required to be limited by paragraph (11) of subdivision (a) of
Section 204; or (2) (A) the company issuing the insurance policy is
organized, licensed, and operated in a manner that complies with the
insurance laws and regulations applicable to its jurisdiction or
organization, (B) the company issuing the policy provides procedures
for processing claims that do not permit that company to be subject to
the direct control of the corporation that purchased that policy, and
(C) the policy issued provides for some manner of risk sharing between
the issuer and purchaser of the policy, on one hand, and some
unaffiliated person or persons, on the other, such as by providing for
more than one unaffiliated owner of the company issuing the policy or
by providing that a portion of the coverage furnished will be obtained
from some unaffiliated insurer or reinsurer.
(j) This section does not apply to any proceeding against any
trustee, investment manager, or other fiduciary of an employee benefit
plan in that person's capacity as such, even though the person may
also be an agent as defined in subdivision (a) of the employer
corporation. A corporation shall have power to indemnify such a
trustee, investment manager, or other fiduciary to the extent
permitted by subdivision (f) of Section 207.
In addition, each of the directors and officers of the Company have
entered into indemnity agreements with the Company and the Bank in conformity
with the bylaw provision noted above. A copy of the form of indemnity agreements
is attached as Exhibit 10.1 hereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits are as follows:
Exhibit No. Description
- ----------- -----------
4.1 First Regional Bancorp 1991 Stock Option Plan
4.2 Form of Stock Option Agreement
5.1 Legal Opinion of Horgan, Rosen, Beckham & Coren with respect to the
validity of the shares of Common Stock underlying options
registered hereby
10.1 Form of Indemnity Agreements (Company and Bank)
23.1 Consent of Horgan, Rosen, Beckham & Coren (included in Exhibit
5.1)
23.2 Consent of Deloitte & Touche LLP
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:
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(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 this Registration Statement (or the most recent post-
effect amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (1)(i) and (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 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purposes 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) 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 provisions of the Articles of Incorporation of the
registrant or the laws of the sate of California 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 Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expense incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Century City, State of California on August 20, 1996.
FIRST REGIONAL BANCORP
By: /s/ THOMAS E. McCULLOUGH
-------------------------------
Thomas E. McCullough
Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has ben signed by the following persons in the capacities
and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/ H. ANTHONY GARTSHORE Director of the Company and the Bank August 20, 1996
- ------------------------
H. Anthony Gartshore and President of the Bank
/s/ ALEXANDER S. LOWY Director of the Company August 20, 1996
- ------------------------
Alexander S. Lowy and the Bank
/s/ THOMAS E. McCULLOUGH Chief Financial Officer August 20, 1996
- ------------------------
Thomas E. McCullough Secretary of the Company and
Executive Vice President and
Chief Operating Officer of the Bank
/s/ FRANK R. MOOTHART Director of the Company August 20, 1996
- -----------------------
Frank R. Moothart and the Bank
/s/ MARK RUBIN President and Vice Chairman August 20, 1996
- -----------------------
Mark Rubin of the Board of the Company
and the Bank
/s/ LAWRENCE J. SHERMAN Director of the Company August 20, 1996
- -----------------------
Lawrence J. Sherman and the Bank
/s/ JACK A. SWEENEY Chairman of the Board and August 20, 1996
- ----------------------
Jack A. Sweeney Chief Executive Officer of
the Company and the Bank
/s/ STEVEN J. SWEENEY Director of the Company August 20, 1996
- ----------------------
Steven J. Sweeney and the Bank
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