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As filed with the Securities and Exchange Commission on May 25, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST NORTHERN COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
California 68-0450397
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 N. First Street
Dixon, California 95620
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(Address of Principal (Zip Code)
Executive Offices)
FIRST NORTHERN COMMUNITY BANCORP 2000 STOCK OPTION PLAN
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FIRST NORTHERN COMMUNITY BANCORP 2000 NONSTATUTORY STOCK OPTION PLAN
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FIRST NORTHERN COMMUNITY BANCORP 2000 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plans)
Copy to:
OWEN J. ONSUM
President and Chief Executive Officer RODNEY R. PECK, ESQ.
First Northern Community Bancorp Pillsbury Madison & Sutro LLP
195 N. First Street 50 Fremont Street
Dixon, California 95620 San Francisco, CA 94105
(707) 678-4422 (415) 983-1000
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(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of
Amount of Amount Amount Proposed Maximum Proposed
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered(1) per Share(2) Offering Price(2) Fee
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First Northern
Community Bancorp
2000 Stock Option
Plan, Common Stock 584,325 shares $ 14.25 $ 8,326,631.25 $ 2,918.23
First Northern Community
Bancorp Outside Directors
2000 Nonstatutory Stock
Option Plan,Common Stock 172,493 shares $ 14.25 $ 2,458,025.25 $ 648.92
First Northern Community
Bancorp 2000 Employee
Stock Purchase Plan,
Common Stock 568,248 shares $ 14.25 $ 8,097,534.00 $ 2,137.75
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Total Registration Fee N/A N/A N/A $ 5,704.90
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<FN>
(1) There is also being registered hereunder such additional undetermined
number of shares of the Registrant's Common Stock as may be required as a
result of stock dividends, stock splits, or other similar adjustments of
the Registrant's outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 on the basis of the average of the high and low prices
as reported on the OTC Bulletin Board on May 19, 2000.
</FN>
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The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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INTRODUCTORY STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT
First Northern Community Bancorp ("Registrant") files this Registration
Statement on Form S-8 relating to an aggregate of 1,325,066 shares of Common
Stock of the Registrant (the "Shares"). The Shares to be registered hereunder
are issuable by the Registrant pursuant to options or obligations to issue
shares assumed by the Registrant pursuant to an Agreement and Plan of
Reorganization, dated as of March 21, 2000 (the "Agreement"), among the
Registrant, FNCB Merger Corp. and First Northern Bank of Dixon (the "Bank").
Such options or obligations were originally granted under (i) the First Northern
Bank of Dixon 1997 Stock Option Plan, (ii) the Amended and Restated First
Northern Bank of Dixon Outside Directors 1997 Nonstatutory Stock Option Plan
(collectively, the "Plans"), and (iii) the First Northern Bank of Dixon 1997
Employee Stock Purchase Plan, each as amended to date. Pursuant to the
Agreement, FNCB Merger Corp., a wholly owned subsidiary of the Registrant, will
be merged (the "Merger") with and into the Bank and the Bank will become a
wholly-owned subsidiary of the Registrant. Options to purchase First Northern
Bank of Dixon Common Stock granted under the Plans and outstanding immediately
prior to the completion of the Merger shall become options to purchase the
Common Stock of the Registrant at the effective time of the Merger and any
obligations to issue shares of the Common Stock of First Northern Bank of Dixon
under the First Northern Bank of Dixon 1997 Employee Stock Purchase Plan shall
become obligations to issue shares of the Common Stock of the Registrant.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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The document(s) containing the information specified in Part I of Form S-8
will be provided to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Certain Documents By Reference.
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All documents subsequently filed by the Registrant pursuant to sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or
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in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein 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.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors,
officers, employees and other agents of the corporation in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities Act
of 1933, as amended (the "Act").
Article 8 of the Registrant's Articles of Incorporation (Exhibit 3(i)
hereto) provides for indemnification of directors of the Registrant to the
extent permitted by Section 317(b) and (c) of the California Corporations Code.
In addition, Article 8 authorizes the Registrant to indemnify agents (as defined
in Section 317 of the California Corporations Code), through bylaw provisions,
agreements, votes of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, to the fullest extent permissible under California
law.
Section 52 of the Registrant's Bylaws (Exhibit 3(ii) hereto) provides for
indemnification of directors and officers in excess of indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
applicable limits set forth in Section 204 of the California Corporations Code
and subject further to any express prohibitions in Section 317 of the California
Corporations Code or any determination by a court of competent jurisdiction that
any indemnification provided under Section 52 of the Bylaws is unlawful. Section
47 of the Registrant's Bylaws, as amended, also provides that the Registrant may
maintain insurance (to the extent reasonably available) to protect itself and
any director, officer, employee or agent against any expense, liability or loss.
Item 7. Exemptions from Registration Claimed.
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Not applicable.
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Item 8. Exhibits.
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Exhibit
Number Exhibit
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3(i) Registrant's Articles of Incorporation
3(ii) Registrant's Bylaws
4.1 First Northern Community Bancorp 2000 Stock Option Plan
4.2 First Northern Community Bancorp 2000 Stock Option Plan forms
"Incentive Stock Option Agreement" and "Notice of Exercise of
Stock Option."
4.3 First Northern Community Bancorp Outside Directors 2000
Nonstatutory Stock Option Plan
4.4 First Northern Community Bancorp Outside Directors 2000
Nonstatutory Stock Option Plan Forms "Nonstatutory Stock Option
Agreement" and "Notice of Exercise of Stock Option."
4.5 First Northern Community Bancorp 2000 Employee Stock Purchase Plan
4.6 First Northern Community Bancorp 2000 Employee Stock Purchase Plan
Forms "Participation Agreement" and "Notice of Withdrawal."
5.1 Opinion of Pillsbury Madison & Sutro LLP
23.1 Consent of KPMG LLP, Independent Accountants
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).
24.1 Powers of Attorney
99.1 The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed with the FDIC
99.2 The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2000 filed with the FDIC
Item 9. Undertakings.
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(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;
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(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (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 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 of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for
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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 has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dixon, State of California, on May 23, 2000.
FIRST NORTHERN COMMUNITY BANCORP
Signature Title
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/s/ Owen J. Onsum President, Chief Executive Officer and
- --------------------------------- Director (Principal Executive Officer)
Owen J. Onsum
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
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3(i) Registrant's Articles of Incorporation 14
3(ii) Registrant's Bylaws 21
4.1 First Northern Community Bancorp 2000 Stock Option Plan 48
4.2 First Northern Community Bancorp 2000 Stock Option Plan forms "Incentive
Stock Option Agreement" and "Notice of Exercise of Stock Option." 61
4.3 First Northern Community Bancorp Outside Directors 2000 Nonstatutory Stock
Option Plan 69
4.4 First Northern Community Bancorp Outside Directors 2000 Nonstatutory Stock
Option Plan Forms "Nonstatutory Stock Option Agreement" and "Notice of
Exercise of Stock Option." 81
4.5 First Northern Community Bancorp 2000 Employee Stock Purchase Plan 88
4.6 First Northern Community Bancorp 2000 Employee Stock Purchase Plan Forms
"Participation Agreement" and "Notice of Withdrawal." 98
5.1 Opinion of Pillsbury Madison & Sutro LLP 103
23.1 Consent of KPMG LLP, Independent Accountants 105
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1). 103
24.1 Powers of Attorney 107
99.1 The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the FDIC 110
99.2 The Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2000 filed with the FDIC 183
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