AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 15, 1999.
REGISTRATION NO. 333-76401
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PACIFIC COMMUNITY BANKING GROUP
(Exact name of registrant as specified in charter)
CALIFORNIA 6712 33-0778067
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer Identification No.)
incorporation or organization) Classification Code Number)
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23332 MILL CREEK DRIVE, SUITE 230
LAGUNA HILLS, CALIFORNIA 92653
(949) 460-4540
(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
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E. LYNN CASWELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
PACIFIC COMMUNITY BANKING GROUP
23332 MILL CREEK DRIVE, SUITE 230
LAGUNA HILLS, CALIFORNIA 92653
(949) 460-4540
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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With copies to:
HENRY M. FIELDS, ESQ. LOREN P. HANSEN, ESQ. GARY S. FINDLEY, ESQ.
ELLEN R. MARSHALL, ESQ. KNECHT & HANSEN GARY STEVEN FINDLEY
CHARLES S. KAUFMAN, ESQ. 1301 DOVE STREET, SUITE 900 & ASSOCIATES
MORRISON & FOERSTER LLP NEWPORT BEACH, CA 92660 1470 N. HUNDLEY ST.
555 WEST FIFTH STREET (949) 851-8070 ANAHEIM, CA 92806
LOS ANGELES, CA 90013-1024 (714) 630-7136
(213) 892-5200
HENRY M. FIELDS, ESQ. MARK E. ALDRICH, ESQ.
CHARLES S. KAUFMAN, ESQ. 18200 VON KARMAN AVE.,
MORRISON & FOERSTER LLP SU. 730
555 WEST FIFTH STREET IRVINE, CA 92623-1029
LOS ANGELES, CA 90013-1024 (949) 474-1944
(213) 892-5200
ELLEN R. MARSHALL, ESQ. ALDRICH & BONNEFIN, P.L.C.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
As soon as practicable following the effective time of this registration
statement and the satisfaction or waiver of all other conditions to the
acquisitions described in the enclosed proxy statement/prospectus.
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. / / ______
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. / /
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS AMOUNT SHARE(3) PRICE(3) FEE(3)
Common Stock, no par value.................. 5,264,913 shares(1)(2) $5.72 $30,111,892 $8,371.09(5)
Ten-Year Warrants........................... 1,307,000 warrants $0 (4) $0 (4) $0 (4)
(1) Represents the estimated maximum number of shares of Pacific Community
Banking Group common stock that may be issued upon consummation of the
acquisition of The Bank of Hemet and Valley Bank as wholly owned
subsidiaries of Pacific Community Banking Group.
(2) Includes 1,307,913 shares of common stock underlying warrants.
(3) Estimated solely for the purposes of calculating the registration fee and
calculated pursuant to Rule 457(f)(2).
(4) Pacific Community Bank Group has calculated the registration fee based on
the total book value of the securities received without allocating the
consideration between shares and warrants offered.
(5) Previously paid with the initial filing on April 16, 1999.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the Registrant's Articles of Incorporation provides that the
liability of the directors of the corporation for monetary damages shall be
eliminated to the fullest extent permissible under California law. Article VI of
the Registrant's Articles of Incorporation provides 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 duty to the
corporation and its shareholders to the fullest extent permissible under
California law.
Article III of the Registrant's Bylaws provides, in pertinent part, that
each person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another foreign or domestic corporation
or other entity, shall be indemnified by the Registrant to the full extent
permitted by the General Corporation Law of the State of California or any other
applicable laws. Article III also authorizes the registrant to enter into one or
more agreements with any person which provides for indemnification greater or
different than that provided for in that Article.
The Registrant has entered into an indemnification agreement with its
Chairman and Chief Executive Officer on the forms incorporated by reference as
Exhibit 10.1 to this Registration Statement.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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2.1* First Restatement of Agreement and Plan of Reorganization by and between
Registrant and The Bank of Hemet dated January 5, 1999.
2.2* First Amendment to First Restatement of Agreement and Plan of
Reorganization by and between Registrant and The Bank of Hemet dated
March 24, 1999.
2.3* Second Amendment to First Restatement of Agreement and Plan of
Reorganization by and between Registrant and The Bank of Hemet dated
April 2, 1999.
2.4* First Restatement of Agreement and Plan of Reorganization by and between
Registrant and Valley Bank dated as of January 5, 1999.
2.5* First Amendment to First Restatement of Agreement and Plan of
Reorganization by and between Registrant and Valley Bank dated March 4,
1999.
2.6* Second Amendment to First Restatement of Agreement and Plan of
Reorganization by and between Registrant and Valley Bank dated April 12,
1999.
3.1* Articles of Incorporation of Registrant.
3.2* Certificate of Amendment of Articles of Incorporation of Registrant
3.3* Restated Bylaws of Registrant.
3.4* Certificate of Determination.
4.1* Specimen Stock Certificate.
4.2* Form of Warrant to Purchase Stock of Pacific Community Banking Group
5.1* Opinion of Morrison & Foerster LLP.
II-1
EXHIBIT
NUMBER DESCRIPTION
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8.1* Tax Opinion of Arthur Andersen LLP.
10.1* Form of Indemnification Agreement.
10.2* Employment Agreement between Registrant and E. Lynn Caswell.
10.3* Agreement between Registrant and Harold R. Williams, Jr.
10.4* Registrant's 1999 Stock Option Plan.
10.5* Shareholder Agreement.
10.6* Form of Warrant Purchase Agreement.
10.7* Form of Non-competition and Consulting Agreements.
10.8* Form of Continuation Agreement between The Bank of Hemet and certain
executives (Jaqua, McDonough) dated March 22, 1995, as amended.
10.9* Head Office Lease, 1600 E. Florida Avenue, Hemet, California.
10.10* Form of Executive Employment Agreement dated September 26, 1996 between
Valley Bank and each of Marvin Lentini, Mark Nugent, Bonnie Parrott and
Dianna Williams.
10.11* Executive Employment Agreement dated September 26, 1996, as amended
October 30, 1997, between Valley Bank and N. Douglas Mills.
10.12* Executive Salary Continuation Agreement, dated October 19, 1995, as
amended October 30, 1997, between Valley Bank and N. Douglas Mills.
10.13* Second Amendment to Employment Agreement between Valley Bank and N.
Douglas Mills.
10.14* Form of The Bank of Hemet Proxy.
10.15* Form of Valley Bank Proxy.
10.16* Fairness Opinion of Baxter Fentriss & Company with reference to The Bank
of Hemet-- Appendix B of The Bank of Hemet proxy statement/prospectus
incorporated by reference.
10.17* Fairness Opinion of Baxter Fentriss & Company with reference to Valley
Bank-- Appendix B of Valley Bank proxy statement/prospectus incorporated
by reference.
10.18* Consulting Agreement between The Bank of Hemet and James B. Jaqua.
10.19* Noncompetition Agreement between The Bank of Hemet and James B. Jaqua.
10.20* Amendment No. 3 to Executive Salary Continuation Agreement.
23.1* Consent of Morrison & Foerster LLP (included in their opinion filed as
Exhibit 5.1).
23.2* Consent of Arthur Andersen, LLP for Financial Statements.
23.3* Consent of McGladrey Pullen LLP for Valley Bank Financial Statements.
24.1* Power of Attorney. (Please refer to p. II-4 of Registration Statement S-4
filed April 16, 1999)
27.1* Financial Data Schedule for the year ended December 31, 1998.
99.1* Consent of James Jaqua
99.2* Consent of N. Douglas Mills
99.3* Consent of Marion V. Ashley
99.4* Consent of Harold R. Williams, Jr.
II-2
EXHIBIT
NUMBER DESCRIPTION
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99.5* Consent of John J. McDonough
99.6* Consent of Clayton A. Record
99.7* Consent of E. Kenneth Hyatt
99.8* Consent of Jack E. Gosch
99.9* Consent of Baxter Fentriss and Company
99.10 Form of Transmittal Letter for Surrender and Exchange of Shares by The
Bank of Hemet Shareholders.
99.11 Form of Transmittal Letter for Surrender and Exchange of Shares by Valley
Bank Shareholders.
99.12* Letter to Brokers, Dealers, Commercial Bankers, Trust Companies and other
nominees (for The Bank of Hemet)
99.13* Letter to Brokers, Dealers, Commercial Bankers, Trust Companies and other
nominees (for Valley Bank)
99.14 Form of Transmittal Letter for Cancellation of The Bank of Hemet Options
in Exchange for Shares and Warrants of Pacific Community Banking Group
99.15 Form of Transmittal Letter for Cancellation of Valley Bank Options in
Exchange for Shares and Warrants of Pacific Community Banking Group
99.16 Follow-Up Letter to Shareholders of The Bank of Hemet
99.17 Follow-Up Letter to Shareholders of Valley Bank
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* Filed previously.
(b) Financial Statement Schedules
No schedules are included because the information required to be set forth
therein is not applicable or is shown in the financial statements or notes
thereto.
ITEM 22. 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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.
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.
II-3
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)(1)The undersigned registrant hereby undertakes as follows: That prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (h)(1) immediately preceding, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415 (Section 230.415 of this
chapter), will be filed as a part of an amendment to the registration statement
and will not be used until such amendment is effective, and that, for purposes
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officer and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, Pacific
Community Banking Group 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.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the joint proxy
statement/prospectus pursuant to Item 4 of this form, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No 1 to the
Registration Statement on Form S-4 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Laguna Hills, County of
Orange, State of California, on July 15, 1999.
PACIFIC COMMUNITY BANKING GROUP
By: /s/ E. LYNN CASWELL
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Chairman of the Board, Chief Executive
Officer and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-4 has
been signed by the following persons in the capacities indicated, on July 15,
1999.
SIGNATURE TITLE
E. Lynn Caswell, Chairman
/s/ E. LYNN CASWELL of the Board of
- ------------------------------ Directors, Chief
E. Lynn Caswell Executive Officer and
Chief Financial Officer
MITCHELL ALLEN*
- ------------------------------ Mitchell Allen, Director
Mitchell Allen
ALFRED JANNARD*
- ------------------------------ Alfred Jannard, Director
Alfred Jannard
CARLOS SAENZ*
- ------------------------------ Carlos Saenz, Director
Carlos Saenz
HENRY SCHIELEIN*
- ------------------------------ Henry Schielein, Director
Henry Schielein
*By: /s/ E. LYNN CASWELL
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E. Lynn Caswell
ATTORNEY-IN-FACT
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1* First Restatement of Agreement and Plan of Reorganization by and between Registrant and The Bank of
Hemet dated January 5, 1999.
2.2* First Amendment to First Restatement of Agreement and Plan of Reorganization by and between Registrant
and The Bank of Hemet dated March 24, 1999.
2.3* Second Amendment to First Restatement of Agreement and Plan of Reorganization by and between Registrant
and The Bank of Hemet dated April 2, 1999.
2.4* First Restatement of Agreement and Plan of Reorganization by and between Registrant and Valley Bank
dated as of January 5, 1999.
2.5* First Amendment to First Restatement of Agreement and Plan of Reorganization by and between Registrant
and Valley Bank dated March 4, 1999.
2.6* Second Amendment to First Restatement of Agreement and Plan of Reorganization by and between Registrant
and Valley Bank dated April 13, 1999.
3.1* Articles of Incorporation of Registrant.
3.2* Certificate of Amendment of Articles of Incorporation.
3.3* Restated Bylaws of Registrant.
3.4* Certificate of Determination.
4.1* Specimen Stock Certificate.
4.2* Form of Warrant to Purchase Stock of Pacific Community Banking group.
5.1* Opinion of Morrison & Foerster LLP.
8.1* Tax Opinion of Arthur Andersen LLP.
10.1* Form of Indemnification Agreement.
10.2* Employment Agreement between Registrant and E. Lynn Caswell.
10.3* Agreement between Registrant and Harold R. Williams, Jr.
10.4* Registrant's 1999 Stock Option Plan.
10.5* Shareholder Agreement.
10.6* Form of Warrant Purchase Agreement.
10.7* Form of Non-competition and Consulting Agreements.
10.8* Form of Continuation Agreement between The Bank of Hemet and certain executives (Jaqua, McDonough) dated
March 22, 1995, as amended.
10.9* Head Office Lease, 1600 E. Florida Avenue, Hemet, California.
10.10* Form of Executive Employment Agreement dated September 26, 1996 between Valley Bank and each of Marvin
Lentini, Mark Nugent, Bonnie Parrott and Dianna Williams.
10.11* Executive Employment Agreement dated September 26, 1996, as amended October 30, 1997, between Valley
Bank and N. Douglas Mills.
10.12* Executive Salary Continuation Agreement, dated October 19, 1995, as amended October 30, 1997, between
Valley Bank and N. Douglas Mills.
10.13* Second Amendment to Employment Agreement between Valley Bank and N. Douglas Mills.
10.14* Form of The Bank of Hemet Proxy.
10.15* Form of Valley Bank Proxy.
EXHIBIT
NUMBER DESCRIPTION
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10.16* Fairness Opinion of Baxter Fentriss & Company with reference to The Bank of Hemet-- Appendix B of The
Bank of Hemet proxy statement/prospectus incorporated by reference.
10.17* Fairness Opinion of Baxter Fentriss & Company with reference to Valley Bank--Appendix B of Valley Bank
proxy statement/prospectus incorporated by reference.
10.18* Consulting Agreement between The Bank of Hemet and James B. Jaqua.
10.19* Noncompetition Agreement between The Bank of Hemet and James B. Jaqua.
10.20* Amendment No. 3 to Executive Salary Continuation Agreement.
23.1* Consent of Morrison & Foerster LLP (included in their opinion filed as Exhibit 5.1).
23.2* Consent of Arthur Andersen, LLP for Financial Statements.
23.3* Consent of McGladrey Pullen LLP for Valley Bank Financial Statements.
24.1* Power of Attorney. (Please refer to p. II-4 of Registration Statement S-4 filed April 16, 1999)
27.1* Financial Data Schedule for the year ended December 31, 1998.
99.1* Consent of James Jaqua
99.2* Consent of N. Douglas Mills
99.3* Consent of Marion V. Ashley
99.4* Consent of Harold R. Williams, Jr.
99.5* Consent of John J. McDonough
99.6* Consent of Clayton A. Record
99.7* Consent of E. Kenneth Hyatt
99.8* Consent of Jack E. Gosch
99.9* Consent of Baxter Fentriss and Company
99.10 Form of Transmittal Letter for Surrender and Exchange of Shares by The Bank of Hemet Shareholders.
99.11 Form of Transmittal Letter for Surrender and Exchange of Shares by Valley Bank Shareholders.
99.12* Letter to Brokers, Dealers, Commercial Bankers, Trust Companies and other nominees (for The Bank of
Hemet)
99.13* Letter to Brokers, Dealers, Commercial Bankers, Trust Companies and other nominees (for Valley Bank)
99.14 Form of Transmittal Letter for Cancellation of The Bank of Hemet Options in Exchange for Shares and
Warrants of Pacific Community Banking Group
99.15 Form of Transmittal Letter for Cancellation of Valley Bank Options in Exchange for Shares and Warrants
of Pacific Community Banking Group
99.16 Follow-Up Letter to Shareholders of The Bank of Hemet
99.17 Follow-Up Letter to Shareholders of Valley Bank
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* Filed previously.