As filed with the Securities and Exchange Commission on October 10, 2001.
Registration No. 333-_______
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SJNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 77-0058227
---------------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Market Street
San Jose, California 95113
---------------------------------------- ----------------------------------
(Address of Principal Executive Offices) (Zip Code)
SJNB FINANCIAL CORP. SARATOGA STOCK OPTION PLAN
-----------------------------------------------
(Full title of the plan)
Copy to:
JAMES R. KENNY
President and Chief Executive Officer PATRICIA F. YOUNG
SJNB Financial Corp. Pillsbury Winthrop LLP
One North Market Street 50 Fremont Street
San Jose, CA 95113 San Francisco, CA 94105
(408) 947-7562 (415) 983-1000
------------------------------------------- ------------------------------
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount To Proposed Maximum Proposed Maximum
To Be Registered Be Registered Offering Price Aggregate Offering Amount of
per Share(1) Price(1) Registration Fee(2)
----------------------------------------------------------------------------------------------------------------------
Common Stock 30,000 $37.25 $1,117,500 $279.00
----------------------------------------------------------------------------------------------------------------------
<FN>
(1) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(h)(1) under the Securities Act of
1933, as amended. The offering price is based upon the average of the high
and low prices as represented on the NASDAQ National Exchange on
October 5, 2001.
(2) Calculated pursuant to Section 6 and Rule 457(h)(1) under the Securities
Act of 1933, as amended.
</FN>
--------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
--------------------------------------------------------------------------------
INTRODUCTORY STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT
-----------------------------------------------------------------
Saratoga Bancorp was merged into SJNB Financial Corp. (the "Registrant")
pursuant to an Agreement and Plan of Merger, dated as of August 27, 1999, among
the Registrant, Saratoga Bancorp and Saratoga National Bank. The shares to be
registered hereunder are issuable pursuant to options granted by the Registrant
under the SJNB Financial Corp. Saratoga Stock Option Plan, as amended.
PART I
------
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
----------------------------------------------------
Item 1. Plan Information.*
------------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-------------------------------------------------------------
*The documents containing the information specified in this Part I of
Form S-8 will be provided to participants in accordance with 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 the Section 10(a) prospectus. Information
required by this Part I of Form S-8 to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act and the Note to Part
I of Form S-8.
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference.
------------------------------------------------
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed on March 5, 2001, as amended on Forms 10-K/A
filed on April 16, 2001 and April 24, 2001;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
June 30, 2001 filed on August 13, 2001, as amended on Form 10-Q/A filed
on August 14, 2001, and for the quarter ended March 31, 2001, filed on
May 10, 2001;
(c) The Registrant's Current Reports on Form 8-K filed on July 18, 2001,
June 26, 2001, and January 19, 2001;
(d) All other reports of the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since
December 31, 2000;
(e) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement (and past and future amendments
thereto) for such stock filed under Section 12 of the Exchange Act.
In addition, all documents subsequently filed by the Registrant 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 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.
-2-
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
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 ("Agents") in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act.
Article V of the Registrant's Articles of Incorporation, as amended,
authorizes the Registrant to indemnify its Agents, 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, subject to the applicable limits set forth in
Section 204 of the California Corporations Code with respect to actions for
breach of duty to the Registrant and its shareholders. Article VI of the
Registrant's Bylaws provides for mandatory indemnification of each director to
the maximum extent permitted by the California General Corporation Law.
The Registrant maintains a directors' and officers' liability insurance
policy that indemnifies the Registrant's directors and officers against certain
losses in connection with claims made against them for certain wrongful acts. In
addition, the Registrant has entered into separate indemnification agreements
with its directors and officers that require the Registrant, among other things,
to indemnify them against certain liabilities that may arise by reason of their
status or service as Agents of the Registrant to the maximum extent permitted by
the California General Corporation Law.
Item 7. Exemptions from Registration Claimed.
-------------------------------------
Not applicable.
Item 8. Exhibits.
---------
5.1 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
99.1 SJNB Financial Corp. Saratoga Stock Option Plan
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:
-3-
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. 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 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.
-4-
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 San Jose, State of California, on October 5, 2001.
SJNB FINANCIAL CORP.
By /s/James R. Kenny
----------------------------------------------------
James R. Kenny
President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James R. Kenny and Eugene E. Blakeslee, and each
of them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or his substitute or substitutes, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/James R. Kenny President and Chief Executive Officer October 5, 2001
---------------------------------------------- (Principal Executive Officer) and Director
James R. Kenny
/s/Eugene E. Blakeslee Executive Vice President and Chief Financial October 5, 2001
---------------------------------------------- Officer (Principal Financial Officer and
Eugene E. Blakeslee Principal Accounting Officer)
/s/Victor E. Aboukhater Director October 5, 2001
----------------------------------------------
Victor E. Aboukhater
/s/Ray S. Akamine Director October 5, 2001
----------------------------------------------
Ray S. Akamine
/s/Robert A. Archer Chairman and Director October 5, 2001
----------------------------------------------
Robert A. Archer
/s/Albert V. Bruno Director October 5, 2001
----------------------------------------------
Albert V. Bruno
-5-
Name Title Date
---- ----- ----
/s/Rod Diridon, Sr. Director October 5, 2001
----------------------------------------------
Rod Diridon, Sr.
/s/Robert G. Egan Director October 5, 2001
----------------------------------------------
Robert G. Egan
/s/F. Jack Gorry Director October 5, 2001
----------------------------------------------
F. Jack Gorry
/s/William D. Kron Director October 5, 2001
----------------------------------------------
William D. Kron
/s/Arthur K. Lund Director October 5, 2001
----------------------------------------------
Arthur K. Lund
/s/V. Ronald Mancuso Director October 5, 2001
----------------------------------------------
V. Ronald Mancuso
/s/Richard L. Mount Director October 5, 2001
----------------------------------------------
Richard L. Mount
/s/Louis Oneal Director October 5, 2001
----------------------------------------------
Louis Oneal
/s/Diane P. Rubino Director October 5, 2001
----------------------------------------------
Diane P. Rubino
/s/Douglas L. Shen Director October 5, 2001
----------------------------------------------
Douglas L. Shen
/s/Gary S. Vandeweghe Director October 5, 2001
----------------------------------------------
Gary S. Vandeweghe
-6-
INDEX TO EXHIBITS
-----------------
5.1 Opinion of Pillsbury Winthrop LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page 5).
99.1 SJNB Financial Corp. Saratoga Stock Option Plan
-7-