<PAGE> 1
As filed with the Securities and Exchange Commission on March 12, 1998
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT
TO
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Community West Bancshares
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California
- --------------------------------------------------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5827 Hollister Avenue, Goleta, California 93117
- --------------------------------------------------------------------------------
(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
- ----------------------------------- -------------------------------------
- ----------------------------------- -------------------------------------
- ----------------------------------- -------------------------------------
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
------------------------------------------
(Title of class)
------------------------------------------
(Title of class)
<PAGE> 2
ITEM 2. EXHIBITS.
Pursuant to the Instruction I to Exhibits on Form 8-A, since the
securities to be registered under this Registration Statement are being
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934,
copies of all constituent instruments defining the rights of the holders of
Registrant's Common Stock, including any contracts or other documents which may
limit or qualify the rights of such holders, are being filed herewith.
Exhibit No. Description
4a Articles of Incorporation of Community West
Bancshares filed as an Exhibit to the
Registrant's Registration Statement on Form
S-8, filed with the Commission on December
31, 1997, is incorporated herein by reference
4b Bylaws of Community West Bancshares filed as
an Exhibit to the Registrant's Registration
Statement on Form S-8, filed with the
Commission on December 31, 1997, is
incorporated herein by reference
4c Form of Common Stock Certificate of Community
West Bancshares
4d Form of Warrant Certificate of Goleta
National Bank1
- ----------
1 Pursuant to the Plan of Reorganization and Consolidation
Agreement, filed on December 31, 1997 as an Exhibit to
Registrant's Registration Statement on Form S-8, outstanding
certificates representing warrants to purchase the Bank's
Common Stock were converted into certificates representing
warrants to purchase an equal number of the Registrant's
Common Stock.
2
<PAGE> 3
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.
Dated: March 10, 1998
Registrant: Community West Bancshares
By: /s/ Llewellyn W. Stone
---------------------------------------------
Llewellyn W. Stone
President and Chief Executive Officer
3
<PAGE> 1
EXHIBIT 4(c)
COMMON STOCK COMMUNITY WEST BANCSHARES COMMON STOCK
NUMBER SHARES
CWB
INCORPORATED UNDER THE LAWS OF SEE REVERSE FOR STATEMENTS RELATING
THE STATE OF CALIFORNIA TO RIGHTS, PREFERENCES,
PRIVILEGES AND RESTRICTIONS, IF ANY
CUSIP 204157 10 1
THIS CERTIFIES THAT
is the record holder of
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF NO PAR VALUE
COMMUNITY WEST BANCSHARES
transferable on the books of the Corporation by the holder hereof in person
or by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid unless countersigned and registered
by the Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ MICHEL NELLIS [SEAL] /s/ LLEWELLYN W. STONE
SECRETARY PRESIDENT/CEO
COUNTERSIGNED AND REGISTERED:
U.S. STOCK TRANSFER CORPORATION
TRANSFER AGENT AND REGISTRAR
BY
AUTHORIZED SIGNATURE
<PAGE> 2
A statement of the rights, preferences, privileges and restrictions granted
to or imposed upon the respective classes or series of shares and upon the
holders thereof as established, from time to time, by the Articles of
Incorporation of the Corporation and by any certificate of determination, and
the number of shares constituting each class and series and the designations
thereof, may be obtained by the holder hereof upon written request and without
charge from the Secretary of the Corporation at its corporate headquarters.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as through they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - _______________ Custodian _______________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________
in common (State)
UNIF TRF MIN ACT - _______________ Custodian (until age ____)
(Cust)
__________________ under Uniform Transfers
(Minor)
to Minors Act _________________
(State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ______________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
| |
| |
- --------------------------------------
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint
_______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated ________________________________
X _______________________________________
X _______________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By _______________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
<PAGE> 1
EXHIBIT 4(d)
VOID AT 5:0 P.M. PACIFIC TIME, ON JUNE 30, 1998, UNLESS EXTENDED.
NUMBER
W [SEAL] WARRANTS TO PURCHASE
ONE SHARE OF COMMON
STOCK EACH
GOLETA NATIONAL BANK
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA
CUSIP 38162K 11 7
THIS CERTIFIES THAT, for value received,
the registered holder hereof or registered assigns (the "Holder"), is entitled
to purchase from Goleta National Bank, a national banking association (the
"Bank"), at the purchase price of $8.75 (the "Warrant Price"), one share of the
Bank's Common Stock, $2.50 par value (the "Common Stock"), for each Warrant
comprising the aggregate number of Warrants set forth above. The number of
shares purchasable upon exercise of this Warrant and the Warrant Price per share
shall be subject to adjustment from time to time as set forth herein. This
Warrant shall expire on June 30, 1998, unless extended.
This Warrant is one of a duly authorized issue of Warrants evidencing the
right to purchase an aggregate of up to 472,652 shares of Common Stock and is
issued in connection with the Bank's offering of up to 429,684 Units, each Unit
consisting of one share of Common Stock and one Warrant to purchase one share
of Common Stock each, and up to 42,968 Warrants as broker-dealer compensation.
The shares of Common Stock to be issued upon the exercise of Warrants are
referred to herein as "Warrant Shares." The offer and sale of the Warrants and
of the Warrant Shares has been made pursuant to a public offering declared
effectively by the Comptroller of the Currency on May 17, 1996.
1. EXERCISE PERIOD; EXPIRATION DATE. The Warrant is exercisable from
issuance through the June 30, 1998. This Warrant shall expire in its entirety
and shall no longer be exercisable at 5:00 P.M. Pacific Time, on June 30, 1998,
unless extended (the "Expiration Date").
2. EXERCISE OF WARRANTS. A Warrant may be exercised at the Bank's
Main Office at 5827 Hollister Avenue, Goleta, California 93117, upon
presentation and surrender hereof, with the Warrant Purchase Form on the reverse
hereof, duly completed and signed, and upon payment to the Bank of the Warrant
Price (as adjusted in accordance with the provisions of Section 9 hereof), for
the number of Warrant Shares in respect of which such Warrants are then
exercised. Payment of the aggregate Warrant Price shall be made in cash, by
check or any combination thereof. Holders shall be entitled to receive the
Prospectus declared effective on May 17, 1996, as well as any updates or
supplements thereto and Bank call reports prior to exercise of the Warrants upon
request to the Bank.
The Bank shall not be required to issue fractional Warrant Shares on the
exercise of Warrants. When Warrants shall be presented for exercise in full at
the same time by the same Holder the number of full Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Warrant shares purchasable by such Holder on exercise of
the Warrants so presented. If any fraction of a Warrant Share would be issuable
on the exercise of any Warrants in full, the Bank shall pay an amount in cash
equal to the then current market price per Warrant Share multiplied by such
fraction. When Warrants shall be presented for exercise as to a specified
portion, only full Warrant Shares shall be issuable and a new Warrant shall be
issuable evidencing the remaining Warrant or Warrants.
Upon such surrender of Warrants and payment of the Warrant Price as
aforesaid, the Bank shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Holder and in such name or names as
the Holder may designate, a certificate or certificates for the number of full
Warrant Shares so purchased upon the exercise of such Warrants, together with
cash, as provided above in this Section 2, in respect of any fractional Warrant
share otherwise issuable upon such surrender. Such certificate or certificates
shall be deemed to have been issued and any person so designated to be named
therein shall be deemed to become a holder of record of such Warrant Shares as
of the date of the surrender of such Warrants and payment of the Warrant Price,
as aforesaid; provided, however, that if, at the date of surrender of such
Warrants and payment of the Warrant Price, the transfer books for the Warrant
Shares or other class of stock purchasable upon the exercise of such Warrants
shall be closed, the certificates for the Warrant Shares in respect of which
such Warrants are then exercised shall be issuable as of the date on which such
books shall next be opened (whether before or after the Expiration Date) and
until such date the Bank shall be under no duty to deliver any certificate for
such Warrant Shares. The purchase rights represented by the Warrants shall be
exercisable at the election of the Holders thereof, either in full or from time
to time in part and, in the event that a Warrant is exercised in respect of less
than all of the Warrant Shares purchasable on such exercise at any time prior to
the date of expiration of the Warrants, a new Warrant evidencing the remaining
Warrant or Warrants will be issued. All Warrants surrendered in the exercise of
the rights thereby evidenced shall be canceled by the Bank.
3. EXCHANGE OF WARRANTS. Each Warrant may be exchanged without
charge for another Warrant(s) entitling the Holder thereof to purchase a like
aggregate number of Warrant Shares as the Warrant(s) surrendered then entitle
such Holder to purchase. Any Holder desiring to exchange a Warrant(s) shall
make such request in writing delivered to the Bank or its Warrant Agent, U.S.
Stock Transfer Corporation, and shall surrender, properly endorsed, the
Warrant(s) to be so exchanged. Thereupon, the Bank or its Warrant Agent shall
deliver to the person(s) entitled thereto new Warrant(s) as so requested.
4. TRANSFER OF WARRANTS. The Warrants shall be transferable only
on the books of the Bank maintained at its main office at 5827 Hollister
Avenue, Goleta, California 93117, upon delivery thereof duly endorsed with
signatures properly guaranteed by a commercial bank or securities brokerage
firm, or accompanied by proper evidence of succession, assignment or authority
to transfer. Upon any registration of transfer, the Bank shall deliver a new
Warrant or Warrants to the person(s) entitled thereto.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
WITNESS, the facsimile seal of the Bank and the facsimile signatures of
its duly authorized officers. This Warrant Certificate is not valid until
countersigned by the Warrant Agent.
Dated: GOLETA NATIONAL BANK,
a national banking association
COUNTERSIGNED:
U.S. STOCK TRANSFER CORPORATION, By: /s/ MICHAEL A. ALEXANDER
--------------------------
as Warrant Agent Michael A. Alexander,
Chairman
By: By: /s/ LLEWELLYN W. STONE
--------------------------
Llewellyn W. Stone,
President
AUTHORIZED OFFICER
[SEAL]
<PAGE> 2
5. PAYMENT OF TAXES. The Bank will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants, provided, however, that the Bank shall not be required to pay any tax
or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any Warrants or certificates for Warrant Shares in a
name other than that of the registered Holder of the Warrants, and in such case
the Bank shall not be required to issue or deliver any certificates for shares
of Common Stock or any Warrant until the person requesting the same has paid to
the Bank the amount of such tax or has established to the Bank's satisfaction
that such tax has been paid.
6. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Bank may at its discretion issue,
upon cancellation of the mutilated Warrant, or in lieu of and in substitution
for the Warrant lost, stolen or destroyed, a new Warrant of like tenor and
representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Bank or its Warrant Agent or such loss, theft or
destruction of such Warrant and indemnity, if requested, also satisfactory to
the Bank or its Warrant Agent. An applicant for such a substitute Warrant shall
also comply with such other reasonable regulations as the Bank or its Warrant
Agent may prescribe.
7. RESERVATION OF WARRANT SHARES. The Bank shall at all times, while the
Warrants are exercisable, keep reserved, out of its authorized Common Stock, a
number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by the outstanding Warrants. Promptly after the
date of expiration of the Warrants, no shares shall be subject to reservation
in respect of such Warrants.
8. CANCELLATION OF WARRANTS. The Bank or its Warrant Agent shall cancel
any Warrants surrendered for exchange, substitution, transfer or exercise in
whole or in part.
9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of each Warrant and the
Warrant Price shall be subject to adjustments from time to time upon the
happening of certain events, as hereinafter defined:
9.1 MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable upon
the exercise of each Warrant and the Warrant Price shall be subject to
adjustment as follows:
(a) In case the Bank shall (i) pay a dividend in shares of Common
Stock or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares
of Common Stock, or (iv) issue by reclassification of its shares of Common
Stock or capital reorganization other securities of the Bank, the number of
Warrant Shares purchasable upon exercise of each Warrant immediately prior
thereto shall be adjusted so that the Holder of each Warrant shall be entitled
to receive the kind and number of Warrant Shares or other securities of the
Bank which the Holder would have owned or have been entitled to receive after
the happening of any of the events described above, had such Warrant been
exercised immediately prior to the happening of such event or any record date
with respect thereto. An adjustment made pursuant to this Paragraph (a) shall
become effective immediately after the effective date of such event retroactive
to the record date, if any, for such event.
(b) No adjustment in the number of Warrant Shares purchasable
hereunder shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of Warrant Shares
purchasable upon the exercise of each Warrant; provided, however, that any
adjustments which by reason of this Paragraph (b) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment;
and, provided further, that all adjustments carried forward by reason of this
Paragraph (b) shall be taken into account and the number of Warrant Shares
purchased upon the exercise of each Warrant shall be adjusted as of 7 days
prior to the Expiration Date. If any adjustment is carried forward pursuant to
this Paragraph (b), the Bank shall timely make the election required by
Treasury Regulation Section 1.305-3(d)(2)(iii). All calculations shall be made
to the nearest one-hundredth of a share.
(c) Whenever the number of Warrant Shares purchasable upon the
exercise of each Warrant is adjusted, as herein provided, the Warrant Price
payable upon the exercise of each Warrant shall be adjusted by multiplying the
Warrant Price immediately prior to the adjustment by a fraction, of which the
numerator shall be the number of Warrant Shares purchasable upon the exercise
of each Warrant immediately prior to the adjustment, and of which the
denominator shall be the number of Warrant Shares so purchasable immediately
thereafter.
(d) For the purpose of this Subsection 9.1, the term "shares of
Common Stock" shall mean (i) the class of stock designated as the Common Stock
of the Bank at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes of reclassifications of such shares consisting
solely of changes in par value, or from par value to no par value. In the event
that at any time, as a result of an adjustment made pursuant to Paragraph (a)
above, the Holder shall become entitled to purchase any shares of the Bank other
than shares of Common Stock, thereafter the number of such other shares so
purchasable upon exercise of each Warrant and the Warrant Price of such shares
shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to the Warrant
Shares contained in Paragraphs (a) through (c), inclusive, above, and the
provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive, with
respect to the Warrant Shares, shall apply on like terms to any such other
shares.
9.2 VOLUNTARY ADJUSTMENT BY THE BANK. The Bank may, at its option, at any
time during the term of the Warrants, reduce the then current Warrant Price to
any amount deemed appropriate by the Board of Directors of the Bank; subject to
the receipt of any required regulatory approvals.
9.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares
purchasable upon the exercise of each Warrant and the Warrant Price of such
Warrant Shares are adjusted, as herein provided, the Bank shall cause notice to
be given to each Holder of such adjustment or adjustments setting forth the
number of Warrant Shares purchasable upon the exercise of each Warrant and the
Warrant Price of such Warrant Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth the
computation by which such adjustment was made. Any failure by the Bank to give
notice to any Holder or any defect therein shall not affect the validity of such
adjustment or of the event resulting in the adjustment, nor of the Holder's
rights to such adjustment.
9.4 NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTION. Except as provided in
Subsections 9.1 and 9.6, no adjustment in respect of any dividends or
distributions shall be made during the term of a Warrant or upon the exercise
of a Warrant.
9.5 RIGHTS UPON CONSOLIDATION, MERGER, ETC.
(a) In case of any consolidation of the Bank with or merger of the
Bank into another corporation or in case of any sale or conveyance to another
corporation of the property of the Bank as an entirety or substantially as an
entirety, such successor or purchasing corporation may assume the obligations
hereunder, and may execute with the Bank an agreement that each Holder shall
have the right thereafter upon payment of the Warrant Price in effect
immediately prior to such transaction to purchase upon exercise of each Warrant
the kind and amount of shares and other securities and property (including
cash) which such Holder would have owned or have been entitled to receive after
the happening of such consolidation, merger, sale or conveyance had such
Warrant been exercised immediately prior to such action. The Bank shall mail by
first class mail, postage prepaid, to each Holder, notice of the execution of
any such agreement. Such agreement shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustment provided for in
this Section 9. The provisions of this Subsection 9.5 shall similarly apply to
successive consolidations, mergers, sales or conveyances.
(b) In the event that such successor corporation does not execute
such an agreement with the Bank as provided in Subparagraph (a), then each
Holder shall be entitled to continue to exercise outstanding Warrants until not
more than 5 days prior to consummation of the consolidation, merger, sale or
conveyance, and thereby receive consideration in the consolidation, merger,
sale or reconveyance on the same basis as other previously outstanding shares
of the same class as the Warrant Shares acquired upon exercise. Warrants not
exercised in accordance with this Subsection 9.5(b) before consummation of the
transaction will be canceled and become null and void. The Bank shall give
notice to each Holder, at least 30 days prior to the last date on which the
Warrants shall remain exercisable, of the proposed transaction setting forth the
last date on which the Holder may exercise outstanding Warrants and a
description of the terms of this Warrant providing for cancellation of the
Warrants in the event that Warrants are not exercised by the prescribed date.
(c) The Bank's failure to give any notice required by this Section
9.5 or any defect therein shall not affect the validity of any such agreement,
consolidation, merger, sale or conveyance of property.
9.6 RIGHTS UPON LIQUIDATION. In case (i) the Bank shall make any
distribution of its assets to holders of its shares of Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital, or
other than as a dividend payable out of capital and unimpaired surplus legally
available for dividends under the National Bank Act, or (ii) the Bank shall
liquidate, dissolve or wind up its affairs (other than in connection with a
consolidation, merger or sale of all or substantially all of its property,
assets, and business as an entirety), then the Bank shall cause to be mailed to
each Holder, by first class mail, postage prepaid, at least 30 days prior to
the applicable record date, a notice stating the date on which such
distribution, liquidation, dissolution or winding up is expected to become
effective, and the date on which it is expected that holders of shares of
Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property or assets (including cash) deliverable
upon such distribution, liquidation, dissolution or winding up, and that each
Holder may exercise outstanding Warrants during the 30 day period and, thereby,
receive consideration in the liquidation on the same basis as other previously
outstanding shares of the same class as the Warrant Shares acquired upon
exercise. The Bank's failure to give the notice required by this Section 9.6 or
any defect therein shall not affect the validity of such distribution,
liquidation, dissolution or winding up.
9.7 STATEMENT ON WARRANT CERTIFICATES. Irrespective of any adjustments in
the Warrant Price or the number or kind of shares purchasable upon the exercise
of the Warrants. Warrant certificates theretofore or thereafter issued may
continue to express the same price and number and kind of shares as are stated
in the Warrant certificates initially issued.
10. NO RIGHTS AS SHAREHOLDERS. Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof or the Holder's transferees the
right to vote or to receive dividends or to consent to or to receive notice as
shareholders in respect of any meeting of shareholders for the election of
directors of the Bank or any other matter, or any rights whatsoever as
shareholders of the Bank.
11. NOTICES. Any notice pursuant to this Warrant by any Holder to the
Bank or by the Bank to the Holder, shall be in writing and shall be mailed
first class, postage prepaid, or delivered: (a) to the Bank, at its main office
at 5827 Hollister Avenue, Goleta, California 93117; or (b) to the Holder, at
the Holder's respective address on the books of the Bank.
12. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, to the extent not
superseded by the laws of the United States of America.
13. CAPTIONS. The captions of the Sections and Subsections of this
Warrant have been inserted for convenience only and shall have no substantive
effect.
ASSIGNMENT OF WARRANT
(To be signed only upon assignment of Warrant)
To: Goleta National Bank To: U.S. Stock Transfer Corporation
5827 Hollister Avenue 1745 Gardena Avenue
Goleta, California 93117 Glendale, California 91204
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
---------------------------------------------------------------------------
PLEASE INSERT A SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:
- --------------------------------------------------------------------------------
(Address of Assignee Must be Printed or Typewritten)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Warrant, hereby irrevocably constituting and appointing
Attorney to transfer said Warrant on the
- --------------------------------------
books of the Bank, with full power of substitution in the premises.
Dated:
--------------------------------
- --------------------------------------------------------------------------------
Signature of Record Holder
- --------------------------------------------------------------------------------
Signature of Record Holder
NOTE: The above signature(s) must correspond with the name(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever.
Signature(s) Guaranteed By:
WARRANT PURCHASE FORM
To: Goleta National Bank
5827 Hollister Avenue
Goleta, California 93117
The undersigned hereby irrevocably elect(s) to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder,
----------
shares of the Bank's Common Stock, and request(s) that certificates for such
shares be issued in the name of:
Please print name and address
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Please provide Social Security or Federal Tax Identification Number:
and, if said number of shares shall not be
- ---------------------------------
all the shares purchasable thereunder, that a new Warrant for the balance
remaining of the whole number of shares purchasable under the within Warrant be
registered in the name of the undersigned Holder(s) or assignee(s) as indicated
below and delivered to the address stated below.
Dated:
-------------------------
Address:
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Signature of Holder or Assignee
- ------------------------------------------------------------------------------
Signature of Holder or Assignee
NOTE: The above signature(s) must correspond with the name(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever, unless this Warrant has been assigned.
Signature(s) Guaranteed By:
