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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Community West Bancshares
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(Exact name of registrant as specified in its charter)
California 77-0446957
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
5827 Hollister Avenue, Goleta, California 93117
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box [X]
Securities Act registration statement file number to which this form
relates:
__________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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(Title of class)
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Introduction
Goleta National Bank (the "Bank") is a California state-chartered
community bank located in Goleta, California. The Board of Directors determined
that it was in the best interest of the Bank and its shareholders to form a one
bank holding company to remain competitive in the Bank's market area. Toward
that end, Community West Bancshares (the "Registrant") was formed as a
California corporation. Under the terms of the Plan of Reorganization and
Consolidation Agreement (the "Reorganization Agreement") adopted by the Board of
Directors of Registrant and Bank and approved by the requisite vote of the
Bank's shareholders at a Special Meeting of Shareholders held on October 30,
1997, the shareholders of the Bank will receive shares of the Common Stock and
Warrants to purchase Common Stock of the Registrant on a one-for-one basis at
the effective time of the reorganization. As of December 24, 1997, there were
issued and outstanding 1,540,658 shares of the Bank's Common Stock and 438,883
Warrants. Upon consummation of the reorganization, the shareholders of the Bank
will become the shareholders of the Registrant and the Bank will be the
wholly-owned subsidiary of the Registrant. It is anticipated that Registrant
will issue 1,540,658 shares of Registrant Common Stock and Warrants to purchase
438,883 shares of Registrant's Common Stock at the effective time of the
reorganization. The Registrant's Common Stock to be issued to the shareholders
of the Bank will be listed for trading on the National Market System of the
Nasdaq Stock Market at the time of issuance. The shareholders of the Registrant
will have the same rights, preferences and privileges as they did as
shareholders of the Bank. It is anticipated that the Reorganization will be
consummated effective December 31, 1997.
Description of Common Stock
General. The authorized capital stock of the Registrant, as of
immediately prior to this filing, consists of 10,000,000 shares of Common Stock,
no par value ("Common Stock"), of which 1,000 shares were outstanding, leaving
9,999,000 authorized but unissued shares available for lawful purposes,
exclusive of shares available for issuance under the Registrant's 1997 Stock
Option Plan.
Each share of Common Stock has the same rights, privileges, and
preferences as every other share of Common Stock, and there are no pre-emptive,
conversion or redemption rights or sinking fund provisions applicable thereto.
The shares outstanding are fully paid and assessable, as described below.
Voting Rights. All voting rights are vested equally in the holders of
the Registrant's Common Stock. Each shareholder is entitled to one vote per
share on any issue requiring a vote at any meeting, except that in connection
with the election of directors, the shares may be voted cumulatively if a
shareholder has given notice prior to the voting of his or her intention to vote
cumulatively. If any shareholder has given such notice, then all shareholders
entitled to vote for the election of directors may cumulate their votes.
Cumulative voting entitles a shareholder to give one nominee as many votes as
are equal to the number of directors to be elected, multiplied by the number of
shares owned, or to distribute his or her votes on the same principle between
two or more nominees as he or she sees fit.
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The Registrant's Articles of Incorporation may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders of
a majority of the outstanding shares, unless the vote of the holders of a
greater amount of stock is required by law. A merger, consolidation, liquidation
or increase or decrease in capital requires the affirmative vote of the holders
of a majority of the outstanding shares.
Liquidation Rights. A California corporation may go into liquidation and
be closed by the vote of shareholders owning a majority of its stock.
Liquidation may also be effected in whole or in part through the sale of all or
a portion of the Registrant's assets to, and the assumption of all or a portion
of its deposit liabilities by, another corporation. Such a purchase and sale
agreement would also have to be approved by shareholders owning a majority of
the Registrant's Common Stock.
Each shareholder of Common Stock will be entitled to participate in any
liquidation, dissolution or winding up on a basis of his, her or its pro rata
shareholdings.
No Pre-emptive Rights. Holders of the Common Stock of the Registrant
have no pre-emptive rights to subscribe for additional shares on a pro rata
basis when and if such additional shares are offered for sale by the Registrant.
Dividend Rights. Each share of the Registrant's Common Stock
participates equally in dividends on Common Stock, which are payable when, as,
and if declared by the Board of Directors out of funds legally available for
that purpose, as specified by California state law. Under California law, the
Registrant would be prohibited from paying dividends unless: (1) its retained
earnings immediately prior to the dividend payment equals or exceeds the amount
of the dividend; or (2) immediately after giving effect to the dividend (i) the
sum of the Registrant's assets would be at least equal to 125% of its
liabilities and, (ii) the current assets of the Registrant would be at least
equal to its current liabilities or, if the average of its earnings before taxes
on income and before interest expense for the two preceding fiscal years was
less than the average of its interest expense for the two preceding fiscal
years, the current assets of the Registrant would be at least equal to 125% of
its current liabilities.
The future dividend policy of the Registrant is subject to the
discretion of the Board of Directors and will depend upon a number of factors,
including earnings, financial condition, cash needs and general business
conditions. The Registrant's current dividend policy is to retain the majority
of its earnings to increase capital, and the Registrant intends to maintain such
policy in the foreseeable future.
Assessment. The shares of the Registrant's Common Stock are not subject
to assessment. If any amendment of the Articles of Incorporation would make
shares assessable or would authorize remedy by action for the collection of an
assessment on fully paid shares, it shall be approved by all of the outstanding
shares affected regardless of limitations or restrictions on the voting rights
thereof.
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Transfer Agent. U.S. Stock Transfer Corporation, Glendale, California,
serves as the registrar and transfer agent for the Registrant's Common Stock.
DESCRIPTION OF DEBT SECURITIES
Issuance of Debt Obligations. From time to time, the Registrant may
issue debt obligations such as subordinated notes or debentures, without the
prior approval of the shareholders. In the event of a liquidation, these
obligations would be senior to the Common Stock and, therefore, would have to be
satisfied before shareholders would receive any portion of the proceeds of the
liquidation. The Registrant presently does not have any outstanding debt
securities.
DESCRIPTION OF WARRANTS
The Registrant does not have any outstanding warrants. Upon consummation
of the consolidation, however, it is anticipated the Registrant will have
Warrants outstanding to purchase approximately 438,883 shares of Registrant
Common Stock. Each Warrant will represent the right to purchase one share of
Common Stock at a price of $8.75 per share (the "Exercise Price"). The Warrants
will expire on June 30, 1998.
The Exercise Price and the number of shares of Common Stock purchasable
upon exercise of each Warrant will be subject to antidilutive adjustments in
certain events, including a stock split on the Common Stock. No adjustment in
the number of shares purchasable upon exercise of the Warrants will be required
until cumulative adjustments require an adjustment of at least 1% thereof. In
addition, the Registrant may, at its option, reduce the Exercise Price at any
time. No fractional shares will be issued upon exercise of Warrants, but the
Registrant will pay the market value of any fractional shares otherwise
issuable.
In the event of a consolidation, merger or sale or conveyance of the
property of the Registrant, the Registrant may, but is not required to, enter
into an agreement, with the acquiring corporation for the Warrants to be
assumed, with the holder or each outstanding Warrant to have the right, upon
payment of the Exercise Price, to the kind and amount of shares of stock and
other securities and property (including cash) receivable by a holder of the
number of shares of Common Stock into which such Warrants were exercisable
immediately prior thereto. If such an agreement is not entered into with the
acquiring corporation, then the holders of the Warrants will be given notice, at
least 20 days prior to the last date on which the Warrants will be exercisable,
of the proposed transaction and the last date to exercise.
The Registrant will authorize and reserve for issuance the shares of
Common Stock initially issuable upon exercise of the Warrants. When delivered,
such shares of Common Stock shall be fully paid and assessable.
Warrant holders will not be entitled, by virtue of being such holders,
to receive dividends or to consent to or to receive notice as shareholders in
respect to any meeting of shareholders for the election of directors of the
Registrant or any other matters, or to vote at any such meeting, or to any
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other rights whatsoever as shareholders of the Registrant. The Registrant
plans to furnish to holders of the Warrants all annual and other reports
that it furnishes to holders of its Common Stock. In addition, during the
term of the Warrants, upon written request, the Registrant will provide to
Warrant holders the most current public financial information about the
Registrant. Warrant holders are encouraged to request such information before
they exercise the Warrants.
ITEM 2. EXHIBITS.
Pursuant to the Instruction as to Exhibits on Form 8-A, since the
securities to be registered under this Registration Statement are being
registered on an exchange on which no other securities of the Registrant are
registered, exhibits are not being filed with, or incorporated by reference in,
copies of this Registration Statement as filed with the Commission.
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Exhibit No. Description
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1 Annual Report on Form 10-K for Goleta National Bank, as
filed with the Office of the Comptroller of the
Currency, for the year ended 1996.
2 Quarterly Report on Form 10-Q for Goleta National Bank,
as filed with the Office of the Comptroller of the
Currency, for the quarters ended March 31, June 30 and
September 30, 1997.
3 Goleta National Bank 1997 Special Meeting of
Shareholders Definitive Proxy Statement.
4a Articles of Incorporation of Community West Bancshares.
4b Bylaws of Community West Bancshares.
5a Common Stock Certificate of Community West Bancshares.
5b Warrant Certificate of Community West Bancshares.
6 Annual Report on Form 10-K for Goleta National Bank, as
filed with the Office of the Comptroller of the
Currency, for the year ended 1996.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Registrant: Community West Bancshares
Dated: December 31, 1997
By: /s/ Llewellyn W. Stone
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Llewellyn W. Stone
President and Chief Executive Officer
