Registration No. 333-
As filed with the Securities and Exchange Commission on July 16, 1997
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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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COMSTOCK BANCORP
(Exact Name of Registrant as Specified in its Charter)
NEVADA 86-0856406
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
6275 Neil Road
Reno, Nevada 89511
(Address of Principal Executive
Offices Including Zip Code)
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1992 INCENTIVE PLAN OF COMSTOCK BANK
AND 1992 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
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Copy to:
Robert N. Barone Michael J. Meaney
Comstock Bancorp Benesch, Friedlander,
6275 Neil Road Coplan & Aronoff LLP
Reno, Nevada 89511 2300 BP America Building
(702) 824-7100 200 Public Square
Cleveland, Ohio 44114-2378
(216) 363-4500
(Name and Address Including Zip Code; and Telephone Number,
Including Area Code, of Agent for Service)
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box:
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered(1) Offering Price per Aggregate Offering Registration
Share(2) Price(2) Fee
================================= ================ ======================= ========================= ===============
Common Stock, $.01 par value 1,130,000 Variable $3,084,900 $934.82
================================= ================ ======================= ========================= ===============
</TABLE>
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(1) This Registration Statement also includes an indeterminable number of
shares of Common Stock which may be issued under the anti-dilution
provisions of the plans.
(2) Estimated in accordance with Rule 457 under the Securities Act of 1933,
solely for the purpose of calculating the registration fee, on the basis of
$2.73 per share, which is the average price at which existing options may
be exercised.
<PAGE>
PART I
REOFFER PROSPECTUS
1,130,000 Shares
COMSTOCK BANCORP
Common Stock
The shares of common stock, par value $.01 per share,("Common Stock"),
of Comstock Bancorp, a Nevada bank holding corporation (the "Company"), offered
pursuant to this Prospectus consist of 1,130,000 shares (the "Shares") which
eventually may be offered for sale by certain holders of Common Stock (the
"Selling Shareholders"). The Company has agreed to pay all of the expenses of
this Offering, but will not receive any of the proceeds from the sale of the
Shares by the Selling Shareholders. See "Selling Shareholders." All brokerage
commissions and other similar expenses incurred by the Selling Shareholders will
be borne by the Selling Shareholders. The aggregate proceeds to the Selling
Shareholders from the sale of the Shares will be the purchase price of the
Shares sold, less the aggregate agents' commissions and underwriters' discounts,
if any, and other expenses of issuance and distribution not borne by the
Company. See "Use of Proceeds" and "Plan of Distribution."
The Common Stock is listed on the NASDAQ Small Cap Stock Market under
the symbol "LODE." On July 15, 1997, the last reported bid price of the Common
Stock was $6.75 per share.
The Selling Shareholders directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, may sell the
Shares from time to time on terms to be determined at the time of sale. The
Selling Shareholders may sell the Shares in one or more transactions (which may
involve one or more block transactions) on the NASDAQ Small Cap Stock Market, in
sales occurring in the over-the-counter market, in privately negotiated
transactions, or in a combination of such transactions; each sale may be made
either at market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold through brokers acting on behalf
of the Selling Shareholders or to dealers for resale by such dealers; and in
connection with such sales, such brokers or dealers may receive compensation in
the form of discounts, fees or commissions from the Selling Shareholders and/or
the purchasers of such Shares for whom they may act as broker or agent. To the
extent required, the specific Shares to be sold, the names of the Selling
Shareholders, the purchase price, the public offering price, the names of any
such agents, dealers or underwriters and any applicable commissions or discounts
with respect to a particular offer will be set forth in an accompanying
Prospectus Supplement.
<PAGE>
The Selling Shareholders and any broker-dealers, agents or underwriters
that participate with the Selling Shareholders in the distribution of the Shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "1933 Act"), and any commissions received by them and any
profit on the resale of the Shares purchased by them may be deemed to be
underwriting commissions or discounts under the 1933 Act.
No dealer, salesman or other person is authorized to give any
information or to make any representations other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company or the Selling Shareholders, or any underwriter, dealer or agent.
This Prospectus and any supplement thereto shall not constitute an offer to
sell, or the solicitation of an offer to buy, any of the Shares offered hereby
in any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an implication that there has
been no change in the affairs of the Company since the date hereof or thereof,
or that the information contained herein is correct as of any time subsequent to
the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES 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 July 23, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Commission. In
addition, the Company has filed with the Commission a Form S-8 registration
statement (the "Registration Statement") with respect to certain of the Shares
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement and the exhibits and schedules relating thereto.
For further information with respect to the Company and the Shares offered
hereby, reference is made to the Registration Statement and the exhibits and
schedules thereto, and to the reports and other information filed with the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document referred to herein are not necessarily complete and
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement of which this Prospectus forms a part,
each such statement being qualified in all respects by such reference. The
Registration Statement, and the exhibits and schedules thereto, and reports and
other information filed with the Commission may be inspected and copied (at the
prescribed rates) at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and at the regional offices of the Commission located at 7 World Trade Center,
New York, New York 10048 and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.,
20549 at prescribed rates. The Commission also maintains a Website,
http://www.sec.gov, that contains reports, proxy and information statements and
other information submitted by registrants, including the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, each as filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference:
(1)Proxy Statement/Prospectus contained in the Company's Registration
Statement on Form S-4, filed with the Commission March 25, 1997
(Registration No. 333-23923), as amended by Amendment No. 1 to the
Registration Statement on Form S-4 filed with the Commission April 14, 1997
and as supplemented by Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 filed with the Commission April 30, 1997; and
(2) Description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commision on April 16,
1997.
All documents concurrently or subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the
termination of this Offering, shall be deemed incorporated by reference in this
Prospectus and to be a part hereof from the respective date of filing each such
document. 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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document 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 Prospectus.
<PAGE>
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, on the request of such person, a copy of any document
incorporated by reference herein (other than exhibits to such documents, unless
they are specifically incorporated by reference herein). Requests for such
documents should be directed to Comstock Bancorp, 6275 Neil Road, Reno, Nevada
89511, Attention Robert N. Barone, or made by telephone at (702) 824-7100.
THE COMPANY
The Company is a business corporation organized under the laws of the
State of Nevada on February 21, 1997 for the purpose of becoming the holding
company of Comstock Bank, a Nevada banking corporation (the "Bank"). The Bank
conducts a general banking business, including the acceptance of demand,
savings, and time deposits and the making of commercial, real estate,
installment and other term loans. The Bank's deposit accounts are insured up to
the maximum legal limits by the Federal Deposit Insurance Corporation. The Bank
is not a member of the Federal Reserve System, having determined that the
advantages of membership, which are largely available without membership, are
outweighed by the costs and restrictions. The Bank offers checking and savings
accounts, certificates of deposit, money market and NOW accounts and commercial
real estate, residential real estate, residential construction, commercial
loans, and installment loans. The Bank operates Automated Teller Machines at
each deposit taking branch, night depository services, and bank-by-mail. In
September, 1991, the Bank began to issue its own Visa cards through a program
sponsored by the Independent Bankers' Association of America. The Bank opened a
fourth full service branch (including ATM and night depository) in February,
1997. A fifth full service branch is under construction and is anticipated to
open in the late summer of 1997.
The Bank provides its range of services primarily to businesses and
individuals in the northern Nevada area and began lending in southern Nevada in
August, 1993. Deposits are gathered primarily from the Reno and Carson City
areas. However, the Bank's lending area extends throughout all parts of northern
Nevada including Reno, Sparks, Carson City, Minden/Gardnerville, Dayton, Incline
Village and other communities at Lake Tahoe.
The Company's principal executive offices are located at 6275 Neil
Road, Reno, Nevada 89511 (telephone (702) 824-7100), which also serve as the
principal executive offices for the Bank.
<PAGE>
USE OF PROCEEDS
The Shares being offered are for the account of the Selling
Shareholders. Accordingly, the Company will receive none of the proceeds from
the sale of the Shares.
SELLING SHAREHOLDERS
The following table sets forth as of June 30, 1997, certain information
with respect to each of the Selling Shareholders, provided by said Selling
Shareholder, including the name and position with the Company, if any, of each
of the Selling Shareholders and the number of Shares that may be offered by
each. The number of Shares which actually may be sold by each of the Selling
Shareholders will be determined from time to time by each Selling Shareholder
and may depend upon a number of factors, including the price of the Common Stock
from time to time. Because each of the Selling Shareholders may offer all, some
or none of the Shares that each holds, and because the offering contemplated by
this Prospectus is not being underwritten on a firm commitment basis, no
estimate can be given as to the number of Shares that will be held by each of
the Selling Shareholders upon or prior to termination of this offering. It is
anticipated that the Selling Shareholders may eventually offer all of the Shares
for sale. See "Plan of Distribution."
On June 30, 1997, there were 4,421,668 shares of Common Stock outstanding.
<PAGE>
<TABLE>
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Name of Selling Number of Shares of Common Stock Shares of Common Stock
Shareholder and Position Owned or Deemed to be Owned by Offered Hereby
Selling Shareholder
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Name Shares % of Class Shares % of Class
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Robert N. Barone, Chairman of the 358,818(1) 7.71% 272,250 5.85%
Board of Directors, Chief Executive
Officer and Treasurer
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Larry Platz, Director, President and 262,604(2) 5.64% 261,250 5.61%
Secretary
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Edward Allison, Director 17,530(3) * 16,000 *
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Stephen Benna, Director 5,400(4) * 5,000 *
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John Coombs, Director 25,198(5) * 19,400 *
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Michael Dyer, Director 68,374(6) 1.53% 59,594 1.33%
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Mervyn Matorian, Director 19,532(7) * 17,400 *
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Samuel McMullen, Director 11,590(8) * 16,000 *
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</TABLE>
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* Less than one percent (1%).
(1) Includes 230,450 shares subject to currently exercisable options held by
Mr. Barone. Does not include options to purchase 41,250 shares of Bank
Common Stock that do not become fully vested within the next 60 days.
(2) Includes 230,450 shares subject to currently exercisable options. Does not
include options to purchase 41,250 shares of Bank Common Stock that do not
become fully vested within the next 60 days.
(3) Includes 12,600 shares subject to currently exercisable options.
(4) Includes 4,800 shares subject to currently exercisable options.
(5) Includes 17,800 shares subject to currently exercisable options held by Dr.
Coombs.
(6) Includes 38,632 shares subject to currently exercisable options.
(7) Includes 14,200 shares subject to currently exercisable options.
(8) Includes 11,000 shares subject to currently exercisable options.
<PAGE>
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Shareholders,
each acting as principal for his or her own account. The Company will receive no
proceeds from the sale of the Shares in this offering. The Shares may be sold
from time to time to purchasers directly by the Selling Shareholders.
Alternatively, the Selling Shareholders may sell the Shares in one or more
transactions (which may involve one or more block transactions) in the
over-the-counter market, in privately negotiated transactions, in a combination
of such transactions or otherwise; each sale may be made either at market prices
prevailing at the time of such sale or at negotiated prices; some or all of the
Shares may be sold through brokers acting on behalf of the Selling Shareholders
or to dealers for resale by such dealers; and in connection with such sales,
such brokers or dealers may receive compensation in the form of discounts, fees
or commissions from the Selling Shareholder and/or the purchasers of such Shares
for whom they may act as broker or agent (which compensation may be in excess of
customary commissions). It is anticipated that the Selling Shareholders may
eventually offer all of the Shares for sale. All expenses of registration
incurred in connection with this offering are being borne by the Company, but
all brokerage commissions and other similar expenses incurred by the Selling
Shareholders will be borne by the Selling Shareholders.
Each Selling Shareholder and any dealer acting in connection with the
offering of any of the Shares or any broker executing selling orders on behalf
of any of the Selling Shareholders may be deemed to be "underwriters" within the
meaning of the 1933 Act in which event any profit on the sale of any or all of
the Shares and any discounts or concessions received by any such brokers or
dealers may be deemed to be underwriting discounts and commission under the 1933
Act. Any dealer or broker participating in any distribution of the Shares may be
required to deliver a copy of this Prospectus, including a Prospectus
supplement, to any person who purchases any of the Shares from or through such
broker or dealer.
At the time a particular offer of Shares is made, to the extent
required, a supplement to this Prospectus will be distributed which will
identify and set forth the aggregate amount of Shares being offered and the
terms of the offering, including the name or names of any underwriters, dealers
or agents, the purchase price paid by any underwriter for Shares purchased from
the Selling Shareholders, any discounts, commissions and other items
constituting compensation from the Selling Shareholders and/or the Company and
any discounts, commissions or concessions allowed or reallowed or paid to
dealers, including the proposed selling price to the public.
The Selling Shareholders are not restricted as to the price or prices
at which they may sell their Shares. Sales of Shares at less than market prices
may depress the market price of the Company's Common Stock. Moreover, the
Selling Shareholders are not restricted as to the number of Shares which may be
sold at any one time, and it is possible that a significant number of Shares
could be sold at the same time.
<PAGE>
Under applicable rules and regulations under the 1934 Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market
making activities with respect to the Shares for a period of nine business days
prior to the commencement of such distribution. In addition and without limiting
the foregoing, the Selling Shareholders will be subject to applicable provisions
of the 1934 Act and the rules and regulations thereunder, including without
limitation Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of the Shares by the Selling Shareholders.
In order to comply with certain states' securities laws, if applicable,
the Shares will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In certain states the Shares may not be sold unless
the Shares have been registered or qualified for sale in such state, or unless
an exemption from registration or qualification is available and is obtained.
LEGAL MATTERS
The validity of the Shares of Common Stock offered hereby has been
passed upon for the Company by the law firm of Benesch, Friedlander, Coplan &
Aronoff LLP, Cleveland, Ohio.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Registration Statement on Form S-4 (Registration No. 333-23923), which
have been incorporated in this Registration Statement and Prospectus by
reference, have been audited by Kafoury, Armstrong & Co., independent certified
public accountants, as set forth in their report. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
Registration Statement; and all documents concurrently and subsequently filed by
Comstock Bancorp (the "Company"), pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates all securities offered have been sold
or which de-registers all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such document.
(1) Proxy Statement/Prospectus contained in the Company's Registration
Statement on Form S-4, filed with the Commission March 25, 1997
(Registration No. 333-23923), as amended by Amendment No. 1 to the
Registration Statement on Form S-4 filed with the Commission April 14, 1997
and as supplemented by Post-Effective Amendment No. 1 to the Registration
Statement on Form S-4 filed with the Commission April 30, 1997; and
(2) Description of Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commision on April 16,
1997.
For purposes of this Registration Statement, any statement contained in
a document incorporated by or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Subsection 1 of Section 78.751 of the Nevada Revised Statutes (the
"NRS") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he 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 corporation or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
<PAGE>
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction or upon a plea of nolo contendre or
its equivalent does not, of itself, create a presumption that the person did not
act in good faith or in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or that, with respect to any
criminal action or proceeding, he had reasonable cause to believe his actions
were unlawful.
Subsection 2 of Section 78.751 of the NRS empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted under similar
standards to those described above except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation or for amounts paid in settlement to
the corporation unless and only to the extent that the court in which such
action or suit was brought determines that, despite the adjudication of
liability, such person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 78.751 of the NRS further provides that to the extent a
director or officer of a corporation has been successful in the defense of any
action, suit or proceeding referred to in subsections (1) and (2) or in the
defense of any claim, issue or mater therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that any indemnification provided for by Section 78.751 of
the NRS (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled; and that the scope of
indemnification shall continue as to directors, officers, employees or agents
who have ceased to hold such positions, and to their heirs, executors and
administrators. Section 78.752 empowers the corporation to purchase and maintain
insurance on behalf of a director, officer, employee or agent of the corporation
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liabilities under Section
78.751.
Article Fourteenth of the Company's Articles of Incorporation and
Article VII of the Company's Bylaws provide that the Company shall provide
indemnification for all persons, including its officers and directors, that it
has the power to indemnify in substantially the same scope to that permitted
under Section 78.751 of the NRS. The Bylaws provide, pursuant to Subsection 5 of
Section 78.751 of the NRS, that the expenses of officers and directors incurred
in defending any action, suit or proceeding, whether civil, criminal,
administrative or investigative, must be paid by the Company as they are
incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of any undertaking by or on behalf of the director or
officer to repay such amounts unless it is ultimately determined that he is not
entitled to be indemnified by the Company pursuant to Article IX of the Bylaws.
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits filed as part of this Registration Statement are as
follows:
(a) List of Exhibits.
Exhibit
No. Description
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**4.1 1992 Incentive Plan of Comstock Bank, as amended.
**4.2 1992 Non-Employee Directors' Stock Option Plan, as
amended.
*5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP
re: legality.
*23.1 Consent of Benesch, Friedlander, Coplan & Aronoff
LLP (included in Exhibit 5.1 to this Registration
Statement).
*23.2 Consent of Kafoury, Armstrong & Co.
- -------------------------
* Filed herewith.
** Filed as exhibit to the Company's Registration Statement on Form S-4
filed with the Commission March 25, 1997, as amended and supplemented
(Registration No. 333-23923); incorporated herein by reference.
<PAGE>
Item 9. 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 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; and
(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 Registration Statement is on Form S-3, Form
S-8 or Form F-3, and 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.
(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) The undersigned registrant hereby undertakes 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 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
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.
<PAGE>
(c) 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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Reno, State of Nevada, on this 22 day of July,
1997.
COMSTOCK BANCORP
By: /s/ Robert N. Barone
--------------------
Robert N. Barone
Chairman of the Board of Directors,
Chief Executive Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert N. Barone and Larry Platz as their
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities to sign the Form S-8 Registration Statement and any and all
amendments thereto, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the U. S. Securities and Exchange
Commission, granting unto each 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 as fully to all intents and purposes as he or she 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, as amended,
and any rules and regulations promulgated thereunder, this Registration
Statement or amendment thereto, has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Robert N. Barone Chairman of the Board of Directors, July 22, 1997
- -------------------- Chief Executive Officer and Treasurer
Robert N. Barone
/s/ Larry Platz Director, President and Secretary July 22, 1997
- --------------------
Larry Platz
/s/ Edward Allison Director July 22, 1997
- --------------------
Edward Allison
<PAGE>
/s/ Stephen Benna Director July 22, 1997
- --------------------
Stephen Benna
/s/ John Coombs Director July 22, 1997
- --------------------
John Coombs
/s/ Michael Dyer Director July 22, 1997
- --------------------
Michael Dyer
/s/ Mervyn Matorian Director July 22, 1997
- --------------------
Mervyn Matorian
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
------- -----------
**4.1 1992 Incentive Plan of Comstock Bank, as amended.
**4.2 1992 Non-Employee Directors' Stock Option Plan, as
amended.
*5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff LLP
re: legality.
*23.1 Consent of Benesch, Friedlander, Coplan & Aronoff
LLP (included in Exhibit 5.1 to this Registration
Statement).
*23.2 Consent of Kafoury, Armstrong & Co.
- -------------------------
* Filed herewith.
** Filed as exhibit to the Company's Registration Statement on Form S-4
filed with the Commission March 25, 1997, as amended and supplemented
(Registration No. 333-23923); incorporated herein by reference.
<PAGE>
EXHIBIT 5.1
OPINION OF BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
(attached)
<PAGE>
Exhibit 5.1
July 23, 1997
Board of Directors
Comstock Bancorp
6275 Neil Road
Reno, Nevada 89511
Gentlemen:
Comstock Bancorp, a Nevada corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 (the "Registration Statement")
with respect to 1,130,000 shares (the "Shares") of the Company's common stock,
par value $.01 per share (the "Common Stock"), to be issued from time to time
pursuant to the 1992 Incentive Plan of Comstock Bancorp (the "Incentive Plan")
and the 1992 Non-Employee Directors' Stock Option Plan ("the Directors' Plan").
Capitalized terms not defined in this letter have the meanings given to them in
the Registration Statement.
You have requested our opinion in connection with the Company's filing
of the Registration Statement. In this connection, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction
as being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter, including, without limitation,
the Company's Articles of Incorporation and the Registration Statement.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents
of all documents submitted to us as certified or photostatic copies.
We have investigated such questions of law for the purpose of rendering
the opinions in this letter as we have deemed necessary. We express no opinion
in this letter concerning any law other than the General Corporation Law of the
State of Nevada.
<PAGE>
We have assumed the Company will remain in good standing as a Nevada
corporation at all times when shares of Common Stock are issued pursuant to
terms of the Incentive Plan and the Directors' Plan.
On the basis of and in reliance on the foregoing, we are of the opinion
that:
(1) The Shares of the Common Stock to be issued pursuant to the
Incentive Plan and the Directors' Plan, respectively, when and
if issued in accordance with the terms of the Incentive Plan
and the Directors' Plan, respectively, will be legally issued,
fully paid and nonassessable.
(2) The Shares of the Common Stock issued pursuant to the
Incentive Plan and the Directors' Plan, respectively, have
been legally issued and are fully paid and nonassessable.
The opinion in this letter is rendered only to the Company in
connection with the filing of the Registration Statement. We consent to the
filing of this letter as an exhibit to the Registration Statement. The opinion
may not be relied upon by the Company for any other purpose. This letter may not
be paraphrased, quoted or summarized, nor may it be duplicated or reproduced in
part.
Very truly yours,
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF KAFOURY, ARMSTRONG & CO.
(attached)
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the 1992 Incentive Equity
Plan of Comstock Bancorp, the 1992 Non-Employee Directors' Stock Option Plan and
to the incorporation by reference therein of our report dated January 10, 1997,
with respect to the consolidated financial statements and schedules of Comstock
Bank included in its Registration Statement on Form S-4 (Registration No.
333-23923), as amended and supplemented, filed with the Securities and Exchange
Commission.
KAFOURY, ARMSTRONG & CO.
Reno, Nevada
July 17, 1997
