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As Filed With the Securities and Exchange Commission on July 27, 2000
Registration No. 33-64584
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOOTHILL INDEPENDENT BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 95-3815805
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA 91741
(Address of Principal Executive Offices) (Zip Code)
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FOOTHILL INDEPENDENT
BANCORP 1993 STOCK
INCENTIVE PLAN
(Full title of the plan)
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George E. Langley, President and Chief Executive Officer
Foothill Independent Bancorp
510 South Grand Avenue
Glendora, California 91741
(Name and address of agent for service)
(909) 599-9351
(Telephone number, including area code, of agent for service)
Copy to:
Ben A. Frydman, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The contents of the Foothill Independent Bancorp, a California
corporation's Registration Statement on Form S-8 (Registration No. 33-64584)
(the "Form S-8") are incorporated herein by reference. The Registrant hereby
adopts the Form S-8 as its own registration statement for all purposes of the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended.
The description of the Registrant's Common Stock which is contained in
the Registrant's Current Report on Form 8-K, filed with the Commission on July
20, 2000, including any amendment or report filed for purpose of updating such
description, is incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Number Description
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5.1 Opinion of Counsel to the Company re: Legality.
23.1 Consent of Counsel to the Company (included in the Opinion
filed as Exhibit 5.1).
23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent
accountants.
24.1 Power of Attorney.*
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(*) Previously filed.
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SIGNATURES
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
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glendora, State of California, on this 26th day of July, 2000.
FOOTHILL INDEPENDENT BANCORP
By: /s/ George E. Langley
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George E. Langley
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 as been
signed by the following persons in the capacities and on the date indicated.
Signature Title Date
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/s/ George E. Langley President, Chief Executive July 26, 2000
- ---------------------------- Officer (Principal Executive
George E. Langley Officer) and Director
/s/ Carol Ann Graf Chief Financial Officer July 26, 2000
- ---------------------------- (Principal Financial and
Carol Ann Graf Accounting Officer)
/s/ William V. Landecena Chairman of the Board of Directors July 26, 2000
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William V. Landecena
/s/ Richard Galich Director July 26, 2000
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Richard Galich
/s/ O. L. Mestad Director July 26, 2000
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O. L. Mestad
/s/ George Sellers Director July 26, 2000
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George Sellers
(signatures continued next page)
S-1
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Signature Title Date
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/s/ Max E. Williams Director July 26, 2000
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Max E. Williams
/s/ Donna L. Miltenberger Executive Vice President and July 26, 2000
- ----------------------------- Director
Donna L. Miltenberger
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant.
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5.1).
23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent
accountants.
24.1 Power of Attorney.*
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(*) Previously filed.