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As filed with the Securities and Exchange Commission on December 15, 1997
Registration No. 333-_____
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Securities and Exchange Commission
Washington, D.C. 20549
FORM S-4
Registration Statement under the Securities Act of 1933
HIGHLAND BANCORP, INC.
(Exact name of issuer as specified in its charter)
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<S> <C> <C>
Delaware 6036 95-4654552
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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601 South Glenoaks Boulevard
Burbank, California 91502
(818) 848-4265
(Address including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Stephen N. Rippe
601 South Glenoaks Boulevard
Burbank, California 91502
(818) 848-4265
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With a copy to:
William T. Quicksilver, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-38911.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of securities to to be Offering Price Aggregate Registration
be registered Registered/1/ per Share/2/ Offering Price/2/ Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value 18,300 $33.00 $603,900 $183.00
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/1/ Consists of shares issuable to certain shareholders of Highland Federal
Bank (the "Bank") upon the reorganization of the Bank into a holding
company form of organization, as described in the Registration Statement on
Form S-4 (No. 333-38911) that became effective on November 17, 1997.
/2/ Estimated solely for purposes of determining the registration fee and
based, in accordance with Rule 457(f)(1), upon the average of the high and
low prices per share of the common stock of the Bank as of December 11,
1997 as reported on The Nasdaq Stock Market, Inc., National Market System.
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EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-4 (File No. 333-38911), filed by Highland Bancorp, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") on
October 28, 1997, including the exhibits thereto, and which became effective on
November 17, 1997, are incorporated herein by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as exhibits to this Registration
Statement.
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Exhibit No. Description
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5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included
in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Burbank, State of California on the 15th day of December, 1997.
HIGHLAND BANCORP, INC.
By: /s/ Stephen N. Rippe
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Stephen N. Rippe, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Stephen N. Rippe, his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
/s/ Richard J. Cross Dated: December 15, 1997
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Richard J. Cross
Chairman of the Board and Director
/s/ Woodrow DeWitt Dated: December 15, 1997
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Woodrow DeWitt, Director
/s/ William G. Dyess Dated: December 15, 1997
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William G. Dyess, Director
/s/ Anthony L. Frey Dated: December 15, 1997
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Anthony L. Frey
Executive Vice President,
Chief Financial Officer and Secretary
/s/ Ben Karmelich Dated: December 15, 1997
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Ben Karmelich, Director
/s/ Richard O. Oxford Dated: December 15, 1997
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Richard O. Oxford, Director
/s/ George Piercy Dated: December 15, 1997
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George Piercy, Director
/s/ Stephen N. Rippe Dated: December 15, 1997
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Stephen N. Rippe
President, Chief Executive Officer and Director
/s/ Shirley E. Simmons Dated: December 15, 1997
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Shirley E. Simmons
Vice Chairman of the Board and Director
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Index of Exhibits
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Exhibit No. Description
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5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1)
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EXHIBIT 5.1
[LETTERHEAD OF MANATT, PHELPS & PHILLIPS, LLP]
December 15, 1997
File No: 11228-039
The Board of Directors
Highland Bancorp, Inc.
601 South Glenoaks Boulevard
Burbank, California 91502
Ladies and Gentlemen:
This opinion is rendered in connection with the Registration Statement
to be filed on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
18,300 shares of the common stock, $0.01 par value per share (the "Common
Stock"), of Highland Bancorp, Inc., a Delaware corporation (the "Company"),
proposed to be issued to holders of the common stock of Highland Federal Bank, a
federally chartered savings bank (the "Bank"), in connection with the
reorganization of the Bank into a holding company form of organization (the
"Reorganization").
As counsel to the Company, we have reviewed such documents, records
and matters of law as we have deemed necessary for purposes of this opinion. In
our examination of certain corporate records of the Company, we have assumed and
have not verified; (i) the genuineness of all signatures; (ii) the authenticity
of all documents submitted to us as originals: (iii) the conformity with the
originals of all documents supplied to us as copies; and (iv) the accuracy and
completeness of such corporate records, and any other documents, certificates
and statements of fact, in each case given or made available to us by the
Company.
We have obtained from officers of the Company such advice as we
considered necessary in rendering this opinion and, insofar as our opinion is
based on matters of fact upon which conclusions of law are expressed, we have
relied upon such advice.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware.
2. The Common Stock has been duly authorized, and will be validly
issued, fully paid and nonassessable when issued and delivered pursuant to the
terms of that certain Plan of Reorganization and Agreement of Merger entered
into by and among the Company, the Bank and Highland Federal Interim Savings
Bank, a federal interim savings bank formed for the sole purpose of effecting
the Reorganization.
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MANATT, PHELPS & PHILLIPS, LLP
December 15, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
