As filed with the Securities and Exchange Commission on September 18, 2001
Registration No. 333-69114
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 To
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sun Community Bancorp Limited
(Exact name of registrant as specified in its charter)
ARIZONA 6711 86-0878747
(State or Other Jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or Organization) Industrial Classification Identification No.)
Code Number)
2777 East Camelback Road, Suite 375
Phoenix, Arizona 85016
(602) 955-6100
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Cristin Reid English
2777 East Camelback Road, Suite 375
Phoenix, Arizona 85016
(602) 955-6100
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Terry Morris Roman, Esq.
Snell & Wilmer, L.L.P.
One Arizona Center
Phoenix, Arizona 85004-001
(602) 382-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.[ ]
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
CALCULATION OF REGISTRATION FEE
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Title Of Each Proposed Maximum Proposed Maximum
Class Of Securities Being Amount To Be Offering Price Aggregate Offering Amount Of
Registered Registered (1) Per Share (2) Price (2) Registration Fee
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Common stock (no par value) 324,264 $9.434275 $3,059,196 $765.00
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(1) Based on 159,320 shares of common stock, $5.00 par value, of Southern
Arizona Community Bank, which is the maximum number of shares of Southern
common stock (excluding shares held by Sun) that may be outstanding
immediately prior to the consummation of the exchange transaction, assuming
exercise of all outstanding options to purchase shares of Southern common
stock. Based also on an assumed exchange ratio of 2.035302 shares of Sun
common stock for each share of Southern common stock.
(2) Pursuant to Rules 457(f)(1) and 457(c) under the Securities Act of 1933, as
amended, the registration fee has been calculated based on $9.434275 per
share of Sun common stock (the amount ascribed to the transaction value
based on information as of August 31, 2001 and an exchange ratio of
2.035302 Sun shares for each Southern share not owned by Sun), and the
maximum number of shares of Sun common stock that may be issued in the
consummation of the exchange transaction contemplated.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Phoenix, Arizona on
September 18, 2001.
SUN COMMUNITY BANCORP LIMITED
By: /s/ JOSEPH D. REID
------------------------------
JOSEPH D. REID
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons in
the capacities indicated on September 18, 2001.
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Signature Title
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/s/ JOSEPH D. REID Chairman of the Board and
------------------------------- Chief Executive Officer,
JOSEPH D. REID Director (Principal Executive Officer)
/s/ LEE W. HENDRICKSON Executive Vice President and
------------------------------- Chief Financial Officer (Principal
LEE W. HENDRICKSON Financial and Accounting Officer)
/s/ JOHN S. LEWIS* Vice Chairman, Director
-------------------------------
JOHN S. LEWIS
/s/ RICHARD N. FLYNN* Secretary, Director
-------------------------------
RICHARD N. FLYNN
/s/ MICHAEL L. KASTEN* Director
-------------------------------
MICHAEL L. KASTEN
Director
-------------------------------
MICHAEL J. DEVINE
/s/ MICHAEL F. HANNLEY* Director
-------------------------------
MICHAEL F. HANNLEY
/s/ RICHARD F. IMWALLE* Director
-------------------------------
RICHARD F. IMWALLE
/s/ HUMBERTO S. LOPEZ* Director
-------------------------------
HUMBERTO S. LOPEZ
/s/ LYLE MILLER* Director
-------------------------------
LYLE MILLER
/s/ KATHRYN L. MUNRO* Director
-------------------------------
KATHRYN L. MUNRO
/s/ RONALD K. SABLE* Director
-------------------------------
RONALD K. SABLE
* By: /s/ JOSEPH D. REID
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JOSEPH D. REID
Attorney-in-Fact
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