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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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CU BANCORP
(Exact name of Registrant as specified in its charter)
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California 95-3657044
(Jurisdiction of incorporation (I.R.S. Employer
or organization) Identification Number)
16030 VENTURA BOULEVARD
ENCINO, CALIFORNIA
91436-4487
(818) 907-9122
(Address, including Zip Code, and telephone number, including area code, or
Registrant's principal executive office)
CU BANCORP CONVERSION STOCK OPTION PLAN
(Full title of Plan)
Anita Yallowitz Wolman, Esq.
16030 Ventura Boulevard
Encino, California 91436-4487
(818) 907-9122
(Name, address, including Zip Code, and telephone number,
of Registrant's Agent of Service of Process)
Approximate commencement date of the proposed sale to the public: From
time to time after the effective date of this Registration Statement.
If the only Securities being registered on this Form are being offered
pursuant to a dividend or interest reinvestment plan, please check the following
box: [ ]
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans check the following box: [X]
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered(1) offering price per aggregate offering registration fee
registered unit (2) price (3)
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Common Stock 194,915 $12.5 $2,436,437 $738.31
without par value
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Computed pursuant to Rule 457(c) based on the average of the high and
low sales price of CU Bancorp Shares on February 2, 1997 as reported on
the NASDAQ, National Market System
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(3) Pursuant to Rule 416(a), this registration statement covers the
issuance of an additional indeterminate number of shares of common
stock resulting from the automatic dilution provision of the Plan.
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EXPLANATORY NOTE
PART I
INFORMATION REQUIRED IN PROSPECTUS
The information called for in Part 1 of Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"). A second prospectus (the "Reoffer Prospectus") is
to be used for reoffers and resales of the Company's Common Stock acquired
pursuant to the CU Bancorp Conversion Stock Option Plan by affiliates of the
Company and has been prepared in accordance with the requirements of Form S-3,
as required by the conditions specified in General Instruction C to Form S-8.
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CU Bancorp
194,915 SHARES OF COMMON STOCK
16030 Ventura Boulevard
Encino, California 91436-4487
(818) 907-9122
The Prospectus relates to up to 194,915 shares of Common Stock ("Common
Stock" or the "Shares") of CU Bancorp (the "Company"), which may be offered by
the Selling Security Holders (as hereinafter defined) listed herein under the
caption "Selling Security Holders" and set forth on Exhibit A hereto.
The 194,915 Shares covered by this Prospectus may be offered by the
Selling Security Holders from time to time in transactions on the NASDAQ
National Market System (the "NMS") at prices and terms then obtainable, through
negotiated transactions at negotiated prices, or through underwriters,
broker-dealers or otherwise, however, there is no commitments to sell any of
these Shares. The amount of Shares offered will be determined form time to time
by the Selling Security Holders in their sole discretion. The Company will not
receive any part of the proceeds of any sales. Any brokers' commissions,
discounts, or other underwriters' compensation will be paid by the Selling
Security Holders.
The Selling Security Holders, and the broker-dealers through whom sales
may be made, may, the Company not so conceding, be deemed to be underwriters
under the Securities Act of 1933 (the "Securities Act"), and any commissions
paid or by discounts or concessions allowed to such broker-dealers may be
underwriting discounts and commissions under the Securities Act.
The Company's Common Stock is traded on the NMS. On February 2, 1997,
the closing price of the Common Stock on the NMS was $12.50 per Share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is February 2, 1996
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TABLE OF CONTENTS
Available Information ....................................................4
Selling Security Holders ..................................................4
Plan of Distribution ......................................................4
Description of Common Stock ...............................................4
Incorporation of Certain Documents by Reference ...........................8
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given or
made, such information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made through its use shall imply that there has been no change in the affairs of
the company since the date hereof.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). The reports, proxy statements and other
information filed by CU Bancorp with the Commission can be inspected and copied
at the public reference facilities maintained by their Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the public reference
facilities in the Commission's Regional Offices at Seven 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 material also can be
obtained form the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
SELLING SECURITY HOLDERS
Each of the Selling Security Holders (each, a "Selling Security
Holder") identified in Exhibit A hereto, from time to time, are the holders of
non-qualified or incentive stock options granted by the Company, and this
Prospectus covers the possible resale of the Shares issued or issuable upon the
exercise of these options.
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The securities
offered hereby may be sold by a Selling Security Holder acting as a principal
for his own account through market transactions on the NMS, in one or more
negotiated transactions at negotiated prices, or otherwise. The sale of
securities may be offered to or through underwriters, brokers or dealers, and
such underwriters, brokers or dealers may receive compensation in the form of
underwriting discounts, commissions or concessions from a Selling Security
Holder and/or the purchasers of the securities for underwriters, brokers or
dealers that participate in the distribution of the securities may, the Company
not so conceding, be deemed to be underwriters and nay compensation received by
them and any provided pursuant to the sale of the securities by them might be
deemed to be underwriting discounts and commissions under the Securities Act. In
order to comply with certain states' securities laws, if applicable, the
securities will be sold in such jurisdictions only through registered on
licensed brokers or dealers. In addition, in certain states the securities may
not be sold unless the securities have been registered or qualify for sale in
such state or an exemption from registration or qualification is available and
is complied with.
DESCRIPTION OF COMMON STOCK
The Company's authorized capital stock consists of 24,000,000 shares of
common stock, without par value. The Company's Common Stock is registered under
the Exchange Act. The following is a summary of the provisions of the Company's
Restated Certificate
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of Incorporation and is qualified in its entirety by reference thereto.
CU Bancorp Common
The Board of Directors of Company is authorized to issue a maximum of
24,000,000 shares of Common Stock. As of December 31, 1996 11,341,690 shares of
Company Common Stock were outstanding. Subject to any prior rights of any
preferred stock of Bancorp ("Preferred Stock") then outstanding, holders of the
Common Stock are entitled to receive such dividends as are declared by the
Company's Board of Directors out of funds legally available therefor. Subject to
the rights, if any, of any Preferred Stock, all voting rights are vested in the
holders of the Company Common each share being entitled to one vote. Subject to
any prior rights of Preferred Stock, in the event of liquidation, holders of
shares of Common Stock are entitled to receive pro rate any assets distributable
to stockholders in respect of shares held by them. Holders of shares of Common
Stock do not have any pre-emptive right to subscribe for any additional
securities which may be issued by the Company. The outstanding shares of Bancorp
Common are, and the shares of Common Stock, offered hereby will be, fully paid
and non-assessable. The transfer agent and registrar for the Company Common
Stock, is U.S. Stock Transfer, Inc.
CU Bancorp Preferred Stock
The Board of Directors of Company has the authority, without further
stockholder action, to issue from time to time a maximum of 10,000,000 shares of
Preferred Stock in one or more series and with such terms and at such times and
for such consideration as the Board may determine. The authority of the Board
includes the determination of fixing of the following with respect to shares of
such class or any series thereof: (i) the number of shares and designation or
title thereof, (ii) rights as to dividends; (iii) whether and upon what terms
the shares are to be convertible; (v) the voting rights, if any, which shall
apply, provided, however, that in no event shall any holder of any series of the
Preferred Stock held by such holder; and (vi) the rights of the holders upon the
dissolution, or upon the distribution of assets, of Bancorp. Any shares of
Preferred Stock which may be issued may rank prior to shares of Common Stock as
to payment of dividends and upon liquidation. No Preferred Stock is currently
outstanding.
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PART II
PLAN INFORMATION; REGISTRANT INFORMATION
AND EMPLOYEE PLAN ANNUAL INFORMATION
This Registration Statement incorporates documents by reference which
are not presented herein or delivered herewith. Such documents (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference) are available upon written or oral request, without charge, directed
to CU Bancorp, 16030 Ventura Boulevard, Encino, California 91436-4487 (telephone
number 818-907-9122).
Attention: Corporate Secretary.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Company (File No.
0-11008) pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:
1. Company's Annual Report on Form 10-K for the year ended December 31,
1995, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, and
June 30, 1996. Definitive Proxy Statement dated June 10, 1996 (contained in
Registration Statement on Form S-4 dated June 10, 1996 - Registration Number
333-02777); The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996; Home Interstate Bancorp's Annual Report on Form 10-K for
the year ended December 31, 1995, Quarterly Reports on Form 10-Q for the
quarters dated March 31, 1996 and June 30, 1996; Home Interstate Bancorp's
Definitive Proxy Statement dated June 10, 1996 (contained in Registration
Statement on Form S-4 dated June 10, 1996 - Registration Number 333-0277;
(the "CU Bancorp Filings");
2. The description of Company's Common Stock contained in Company's
registration on Form S-4 filed with the Commission on October 26, 1995.
All documents and reports subsequently filed by Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and 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 part hereof from the date of
filing of such documents or reports. 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 in any other subsequently field
documents 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.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Five of Company's Articles of Incorporation provides that the liability
of the directors
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of the corporation for monetary damages shall be eliminated to the fullest
extent permissible under California law and that the corporation is authorized
to provide for the indemnification of agents (as defined in Section 317 of the
California General Corporation Law) of the corporation in excess of that
expressly permitted by such Section 317 for breach of duly to the corporation
and its shareholders to the fullest extent permissible under California law, or
any other applicable law.
EXHIBITS
There are filed as a part of this registration statement, the exhibits
listed in the Exhibit Index and Exhibit A hereto.
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (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;
(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;
(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 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.
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(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) 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)(1) 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on February 2, 1997
CU BANCORP
(Registrant)
By: STEPHEN G. CARPENTER
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Stephen G. Carpenter
Chief Executive Officer
By: PATRICK HARTMAN
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Patrick Hartman
Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Stephen G. Carpenter, David I. Rainer, James P. Staes, Patrick Hartman and Anita
Wolman, and each of them individually, his true and lawful attorney-in-fact and
agent, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any or all amendments
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully 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 below by the following persons in the
capacities indicated on August 30, 1996.
Signatures Title
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S/S
- ------------------------------- Director
Kenneth Bernstein
S/S
- ------------------------------- Director
Donald A. Buschenfield
S/S
- ------------------------------- Director/Chairman/Chief Executive
Stephen G. Carpenter Officer
S/S
- ------------------------------- Director
J. Richard Denham
S/S
- ------------------------------- Director
Randall G. Elston
S/S
- ------------------------------- Director
Paul W. Glass
S/S
- ------------------------------- Director
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Donald G. Martin
S/S
- ------------------------------ Director
Ronald S. Parker
S/S
- ------------------------------ Director
David I. Rainer
S/S
- ------------------------------ Director, Vice Chairman
James P. Staes
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INDEX TO EXHIBITS
Sequentially
EXHIBIT Numbered
NO. Exhibit Page
--- ------- ----
4(a) CU Bancorp Conversion Stock Option Plan 15
4(b) Copy of Option Agreement under
CU Bancorp Conversion Stock Option Plan. 27
5 Opinion of Anita Wolman, Esq. 34
24(a) Consent of Arthur Andersen LLP. 35
24(b) Consent of Anita Wolman, Esq. (included in its
opinion in Exhibit 5)
25 Power of Attorney set forth on the signature
pages 5 through 9.
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