As filed with the Securities and Exchange Commission on June 23, 2003
Registration No. 333-_____
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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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FNB BANCORP
(Exact name of registrant as specified in its charter)
California 92-2115369
(State of Incorporation) (I.R.S. Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive office)
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FNB Bancorp 2002 Stock Option Plan
(Full title of the plan)
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Thomas C. McGraw, Chief Executive Officer
FNB Bancorp
975 El Camino Real, South San Francisco, California 94080
(Name and address of agent for service)
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(650) 588-6800
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
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Common Stock, no par value 33,457 (1) $26.50 (2) $886,610 (2) $71.73
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(1) Issuable upon exercise of options or shares granted or to be granted under
the FNB Bancorp 2002 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the bid and asked price for the Common Stock in the
over-the-counter market on June 16, 2003, pursuant to Rule 457(h) under the
Securities Act of 1933.
This registration statement, including exhibits, consists of 29 sequentially
numbered pages. The Index to Exhibits is located at page 5.
This Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933
INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
General Instruction E Information
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of the Registrant on Form S-8 relating to the
same employee benefit plan is effective.
The Registrant's Form S-8 Registration Statement filed with the
Securities and Exchange Commission on August 16, 2002, File No. 333-98293, is
hereby incorporated by reference.
Incorporation of Documents by Reference
The following documents are incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) All other reports filed by the Registrant under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since December 31, 2002.
(c) The information with regard to the Registrant's capital stock
contained in a registration statement filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such information.
All documents later filed by the Registrant under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and before the Registrant files a
post-effective amendment which indicates that all securities have been sold, or
which deregisters all securities that have not been sold, will be incorporated
by reference and will be a part of this filing from the date such document was
filed.
Exhibits
See the Index to Exhibits, which is incorporated herein by reference.
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SIGNATURES
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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 South San Francisco, State of California, on June 16,
2003.
FNB BANCORP
(Registrant)
By /s/ THOMAS C. MCGRAW
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Thomas C. McGraw
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C. McGraw, Jim D. Black and James
B. Ramsey, and each or any one of them, his true and lawful attorney-in-fact and
agent, 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 all 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 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
any of them, or their or his substitutes or substitute, 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 by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ THOMAS C. MCGRAW Chief Executive Officer June 16, 2003
- ----------------------- (Principal Executive Officer),
Thomas C. McGraw Secretary and Director
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/s/ JAMES B. RAMSEY Senior Vice President and June 16, 2003
- ----------------------- Chief Financial Officer
James B. Ramsey (Principal Financial Officer
and Principal Accounting
Officer)
/s/ MICHAEL R. WYMAN Director and Chairman June 16, 2003
- ----------------------- of the Board
Michael R. Wyman
/s/ NEIL J. VANNUCCI Director June 16, 2003
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Neil J. Vannucci
/s/ EDWARD J. WATSON Director June 16, 2003
- -----------------------
Edward J. Watson
- ----------------------- Director June __, 2003
Daniel J. Modena
/s/ LISA ANGELOT Director June 16, 2003
- -----------------------
Lisa Angelot
/s/ JIM D. BLACK President and Director June 16, 2003
- -----------------------
Jim D. Black
/s/ ANTHONY J. CLIFFORD Executive Vice President and June 16, 2003
- ----------------------- Chief Operating Officer,
Anthony J. Clifford Director
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INDEX TO EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
- --- ------------ --------
5.1 Opinion of Counsel 6
23.1 Consent of Counsel (See Exhibit 5.1 on page 6)
23.2 Consent of Independent Auditors (KPMG LLP) 7
23.3 Consent of Independent Auditors (Grant Thornton LLP) 8
24.1 Power of Attorney (see signature pages 3 and 4)
99.1 FNB Bancorp 2002 Stock Option Plan 9
(adopted June 28, 2002 and amended March 28, 2003)
99.2 Form of Incentive Stock Option Agreement 19
99.3 Form of Nonstatutory Stock Option Agreement 25
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