<PAGE>
As filed with the Securities and Exchange Commission on April 28, 1999
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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TEHAMA BANCORP
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 91-1775524
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
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TEHAMA BANCORP 1999 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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WILLIAM P. ELLISON, CHIEF EXECUTIVE OFFICER
TEHAMA BANCORP
239 SOUTH MAIN STREET, RED BLUFF, CALIFORNIA 96080
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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(530) 528-3000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock, no par value 544,230(1) $12.25(2) $6,666,818(2) $1,853.38
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</TABLE>
1 Issuable upon exercise of options to be granted under the Tehama Bancorp
1999 Stock Option Plan.
2 Estimated solely for the purpose of determining the registration fee, based
upon the average of the bid and asked prices for the Common Stock on
April 27, 1999, pursuant to Rule 457(h).
This registration statement, including exhibits, consists of 8
sequentially numbered pages. The Exhibit Index is located at page 6.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998.
(b) All other reports filed by the Company under Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
December 31, 1998.
(c) Description of the Company's common stock under the heading "CAPITAL
STOCK OF BANCORP AND THE BANK" on pages 29-32 of the Company's Pre-Effective
Amendment No. 1 to Registration Statement No. 333-23525 filed with the
Commission.
All documents later filed by the Company under Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act and before the Company 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 each such document
was filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party
to any legal proceeding by reason of their service to the Company. The
Articles of Incorporation and Bylaws of the Company permit indemnification
of directors and officers to the maximum extent permitted by California law.
The Company has in effect director and officer liability insurance policies
indemnifying the Company and the officers, directors and certain assistant
officers of the Company and officers and directors of the Company's
subsidiaries within specific limits for certain liabilities incurred by
reason of their being or having been directors or officers. The Company pays
the entire premium for these policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits, which is incorporated in this item 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 (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) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, 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 Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under 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.
(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, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(h) 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 provisions described in Item 6, 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>
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 Red Bluff, State of California, on
April 27, 1999.
TEHAMA BANCORP
(Registrant)
By /s/ William P. Ellison
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William P. Ellison
President and
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.
Date: April 27, 1999 /s/ William P. Ellison
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William P. Ellison, President and Chief Executive Officer
Date: April 27, 1999 /s/ William M. Jenkins
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William M. Jenkins, Vice President and Chief Financial
Officer (Principal Financial Officer and Principal
Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William P. Ellison and William M. Jenkins, 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 to 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.
Date: April 27, 1999 /s/ Henry Clay Arnest
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Henry Clay Arnest III, Director
Date: April 27, 1999 /s/ Louis J. Bosetti
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Louis J. Bosetti, Director
<PAGE>
Date: April 27, 1999 /s/ Harry Dudley
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Harry Dudley, Director
Date: April 27, 1999 /s/ William P. Ellison
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William P. Ellison, Director
Date: April 27, 1999 /s/ Garry D. Fish
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Garry D. Fish, Director
Date: April 27, 1999 /s/ Max M. Froome
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Max M. Froome, Director
Date: April 27, 1999 /s/ Orville K. Jacobs
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Orville K. Jacobs, Director
Date: April 27, 1999 /s/ Gary C. Katz
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Gary C. Katz, Director
Date: April 27, 1999 /s/ John W. Koeberer
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John W. Koeberer, Director and Chairman of the Board
Date: April 27, 1999 /s/ Raymond C. Lieberenz
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Raymond C. Lieberenz, Director and Secretary of the Board
Date: April 27, 1999 /s/ Leslie L. Melburg
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Leslie L. Melburg, Director
Date: April 27, 1999 /s/ Gary L. Napier
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Gary L. Napier, Director and Vice Chairman of the Board
Date: April 27, 1999 /s/ Gene Penne
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Gene Penne, Director
Date: April 27, 1999 /s/ John D. Regh
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John D. Regh, Director
Date: April 27, 1999 /s/ Terrance A. Rust
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Terrance A. Rust, Director
<PAGE>
INDEX OF EXHIBITS
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<CAPTION>
Exhibit Sequential
No. Exhibit Name Page No.
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<S> <C> <C>
5 Opinion of Counsel
23.1 Consent of Counsel (See Exhibit 5)
23.2 Consent of Independent Auditors: Perry-Smith & Co. LLP
24 Power of Attorney (see signature pages)
99 Tehama Bancorp 1999 Stock Option Plan. Incorporated by reference
from registrant's Definitive Proxy Statement for its 1999 Annual
Meeting of Shareholders filed April 7, 1999 with the Commission
</TABLE>
<PAGE>
EXHIBIT 5
April 26, 1999
Board of Directors
Tehama Bancorp
239 South Main Street
Red Bluff, California 96080
RE: TEHAMA BANCORP 1999 STOCK OPTION PLAN
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by Tehama
Bancorp (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 544,230 shares of the
Company's Common Stock, no par value issuable under the Company's 1999 Stock
Option Plan. As counsel to the Company, we have examined such questions of
law and such corporate records and other documents as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion these shares have been
duly and validly authorized and, when issued and sold in the manner
contemplated by the Registration Statement, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
COUDERT BROTHERS
<PAGE>
EXHIBIT 23.2
Consent of Independent auditors
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Tehama Bancorp 1999 Stock Option Plan
of our report dated February 12, 1999, with respect to the consolidated
financial statements of Tehama Bancorp and subsidiary included in its Form
10-K for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
Perry-Smith & Co. LLP
Sacramento, California
April 27, 1999
