As filed with the Securities and Exchange Commission on April 25, 1997.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HUMBOLDT BANCORP
(Exact name of registrant as specified in it charter)
CALIFORNIA 68-0183160
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
701 FIFTH STREET, EUREKA, CALIFORNIA 95501
(Address of Principal Executive Office) (Zip Code)
Humboldt Stock Options to Directors
(Full title of the plans)
THEODORE S. MASON
Humboldt Bancorp
701 Fifth Street
Eureka, California 95501
(Name and address of agent for service)
(707) 445-3233
(Telephone number, including area code, of agent for service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following: <checked-box>
<PAGE>2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
offering price per aggregate offering
Title of securities Amount to be share price Amount of
to be registered registered registration fee
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 97,660 $10.387{(1)} $1,014,394 $307.39{(2)}
</TABLE>
(1) Represents the average exercise price for options with exercise prices
ranging from $7.513 to $11.88 per share.
(2) Fee calculated pursuant to Rule 457(h)(1).
<PAGE>3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Humboldt Bancorp (the
"Company") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") are incorporated by reference in this registration
statement.
1. The Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1996; and
2. The Company's proxy statement for its annual meeting held on April
16, 1997; and
3. Form 10 originally filed with the Federal Reserve Board.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Exchange Act, 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 a part
thereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code provides for the
indemnification of officers and directors against expenses and judgments if the
officers and directors acted in good faith and in a manner reasonably believed
to be in the best interest of the corporation. The Articles of Incorporation
and the Bylaws of the registrant provide for the indemnification of its
officers and directors to the fullest extent authorized by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>4
ITEM 8. EXHIBITS.
EXHIBIT NO.
5.1 Opinion of Bartel Eng Linn & Schroder, counsel to Humboldt.
23.1 Consent of Richardson & Company, independent accountants.
23.2 Consent of Bartel Eng Linn & Schroder is contained in Exhibit 5.1.
ITEM 9. UNDERTAKINGS.
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 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, as amended (the "Securities Act"), 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities
Act 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 Securities
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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>5
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Eureka, State of California, on April 18, 1997.
HUMBOLDT BANCORP,
A CALIFORNIA CORPORATION
By THEODORE S. MASON
Theodore S. Mason
Chief Executive Officer
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.
SIGNATURES DATE
THEODORE S. MASON April 18, 1997
Theodore S. Mason, President,
Chief Executive Officer
ALAN J. SMITH April 18, 1997
Alan J. Smyth, Chief Financial Officer
(Principal Accounting and Financial Officer)
_______________________________ _______________
Myron T. Abrahamsen, Director
RONALD F. ANGELL April 23, 1997
Ronald F. Angell, Director
MARGUERITE DALIANES April 22, 1997
Marguerite Dalianes, Director
<PAGE>6
_____________________________ ______________
Francis A. Dutra, Director
GARY L. EVANS April 22, 1997
Gary L. Evans, Director
LAWRENCE FRANCESCONI April 22, 1997
Lawrence Francesconi, Director
CLAYTON R. JANSSEN April 22, 1997
Clayton R. Janssen, Director
JOHN MCBETH April 22, 1997
John McBeth, Director
MICHAEL L. RENNER April 22, 1997
Michael L. Renner, Director
___________________________ _______________
John R. Winzler, Director
April 23, 1997
Board of Directors
Humboldt Bancorp
701 Fifth Street
Eureka, California 95501
RE: Humboldt Bancorp
REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We act as counsel to Humboldt Bancorp (the "Company"), a California
corporation, in connection with the registration under the Securities Act
of 1933, as amended (the "Securities Act"), of 97,660 shares of the
Company's Common Stock (the "Shares") which will be issued by the Company
pursuant to outstanding options issued to certain of the Company's
directors.
For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In
conducting our examination, we assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies,
and the accuracy and completeness of all records made available to us by
the Company. In addition, in rendering this opinion, we assumed that the
Shares will be offered in the manner and on the terms identified or
referred to in the Registration Statement, including all amendments
thereto.
Our opinion is limited solely to matters set forth herein. Attorneys
practicing in this firm are admitted to practice in the State of California
and we express no opinion as to the laws of any other jurisdiction other
than the laws of the State of California and the laws of the United States.
<PAGE>
April 23, 1997
Page 2
Based upon and subject to the foregoing, after giving due regard to
such issues of law as we deemed relevant, and assuming that (i) the
Registration Statement becomes and remains effective, and the prospectus
which is a part thereof (the "Prospectus"), and the Prospectus delivery
procedures with respect thereto, fulfill all of the requirements of the
Securities Act, throughout all periods relevant to the opinion, and
(ii) all offers and sales of the Shares will be made in compliance with the
securities laws of the states having jurisdiction thereof, we are of the
opinion that the Shares to be issued pursuant to the Plans upon receipt of
adequate consideration will be legally issued, fully paid and
nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit
to the Registration Statement and any amendment thereto. By giving such
consent, we do not thereby admit that we come within the category of
persons where consent is required under Section 7 of the Securities Act or
the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
BARTEL ENG LINN & SCHRODER,
A LAW CORPORATION
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Humboldt Bancorp on Form S-8 of our report dated January 17, 1997 on our
audit of the consolidated financial statements of Humboldt Bancorp and
subsidiary as of December 31, 1996 and 1995 and for each of the three years
in the period ended December 31, 1996.
Sacramento, California RICHARDSON & COMPANY
April 23, 1997
