1 As filed with the Securities and Exchange Commission on June 28, 1996 Registration No.: 333-02777 =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CU BANCORP (Exact name of registrant as specified in its charter) California 6711 95-3657044 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 16030 VENTURA BOULEVARD ENCINO, CALIFORNIA 91436 (818) 907-9122 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) STEPHEN G. CARPENTER CHIEF EXECUTIVE OFFICER 16030 VENTURA BOULEVARD ENCINO, CALIFORNIA 91436 (818) 907-9122 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: Anita Y. Wolman, Esq. T. Hale Boggs, Esq. General Counsel Manatt, Phelps & Phillips, LLP 16030 Ventura Boulevard 11355 W. Olympic Boulevard Encino, California 91436 Los Angeles, California 90064 (818) 907-9122 (310) 312-4269 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement has become effective. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: / / CALCULATION OF REGISTRATION FEE ================================================================================================================================= Proposed Proposed Amount maximum maximum Amount of Title of each class of to be offering price aggregate registration securities to be registered registered(1) per unit(2) offering price(2) fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock without par value 5,940,034.00 $ 10.10 $ 60,000,000.00 $ 20,689.00 ================================================================================================================================= (1) Based on approximate number of shares to be issued in respect of outstanding shares of common stock of Home Interstate Bancorp (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (f). ================================================================================ 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: June 27, 1996 C U BANCORP STEPHEN G. CARPENTER By Stephen G. Carpenter President and Chief Executive Officer PATRICK HARTMAN By Patrick Hartman Chief Financial Officer 59 3 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ------- ---- KENNETH BERNSTEIN Director June 27, 1996 _________________ Kenneth Bernstein STEPHEN G. CARPENTER __________________________________ Director, June 27, 1996 Stephen G. Carpenter Chairman/ Chief Executive Officer ________________________________ Director June 27, 1996 Richard H. Close Secretary PAUL W. GLASS ___________________________________ Director June 27, 1996 Paul W. Glass RONALD S. PARKER Director June 27, 1996 ____________________ Ronald S. Parker DAVID I. RAINER ____________________ Director, June 27, 1996 David I. Rainer President, Chief Operating Officer Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrant Which Have Not Registered Securities Pursuant to Section 12 of the Act. The proxy statement with respect to the annual meeting of the shareholders shall be furnished to shareholder subsequent to the filing of this Form 10-K and shall also be furnished to the Securities and Exchange Commission. 60