Registration No. 333-
Filed December 20, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
PBOC Holdings, Inc.
_____________________________________________________________________________
(Exact Name of Registrant as Specified in its Articles of Incorporation)
Delaware 33-0220233
________________________ ___________________________________
(State of Incorporation) (I.R.S.Employer Identification No.)
5900 Wilshire Boulevard
Los Angeles, California 90036
_____________________________________________________________________________
(Address of Principal Executive Offices)
1999 Stock Option Plan
People's Bank of California Savings Plus Plan
_____________________________________________________________________________
(Full Title of the Plans)
Copies to:
J. Michael Holmes Norman B. Antin, Esq.
Executive Vice President Elias, Matz, Tiernan
and Chief Financial Officer & Herrick L.L.P.
PBOC Holdings, Inc. 734 15th Street, N.W.
5900 Wilshire Boulevard Washington, D.C. 20005
Los Angeles, California 90036 (202) 347-0300
_______________________________________
(Name and Address of Agent For Service)
(323) 938-6300
_______________________________________
(Telephone Number, Including
Area Code, of Agent for Service)
Index to Exhibits is Located on Page 5
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
_____________________________________________________________________________
Common Stock,
par value
$0.01 234,890(2) $ 8.75(3) $ 2,055,288(3) $ 542.60
Common Stock,
par value
$0.01 985,500(4) $13.75(5) 13,550,625(5) 3,577.40
---------- ------------- ---------
Total 1,220,390 $15,605,913 $ 4,120.00
========= ========== ========
_____________________________________________________________________________
(1) Together with an indeterminate number of additional shares which may
be necessary to adjust the number of shares reserved for issuance pursuant
to the PBOC Holding, Inc. (the "Company" or the "Registrant") 1999 Stock
Option Plan (the "Stock Option Plan") and the People's Bank of
California Savings Plus Plan ("401(k) Plan") (collectively, the "Plans")
as a result of a stock split, stock dividend or similar adjustment of
the outstanding common stock, $0.01 par value per share ("Common
Stock"), of the Company.
(2) Represents 200,000 shares, an estimate of such presently
undeterminable number of shares as may be purchased with employee
contributions to the 401(k) Plan, and 34,890 shares currently reserved
for issuance pursuant to the Stock Option Plan for which options have not
been granted. In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, as amended ("Securities Act"), this registration statement
also covers an indeterminate amount of interests to be offered or sold
pursuant to the 401(k)Plan.
(3) Estimated solely for the purposes of calculating the registration fee
in accordance with Rule 457(c) promulgated under the Securities Act. The
Proposed Maximum Offering Price Per Share for the 200,000 shares to be
issued pursuant to the 401(k) Plan and 34,890 shares for which stock
options have not been granted under the Stock Option Plan is equal to
the average of the high and low prices of the Common Stock of the
Company on December 13, 1999 on the Nasdaq Stock Market.
(4) Represents shares currently reserved for issuance pursuant to
outstanding options granted under the Stock Option Plan.
(5) Estimated solely for the purpose of calculating the registration fee,
which has been calculated pursuant to Rule 457(h) promulgated under the
Securities Act of 1933, as amended ("Securities Act"). The Proposed
Maximum Offering Price Per Share is equal to the weighted average
exercise price for the options to purchase 985,500 shares of Common Stock
which are outstanding under the Stock Option Plan as of the date hereof.
_______________________
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and
17 C.F.R. Section 230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed with the Commission on March 22,
1999;
(b) All reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by
the financial statements in the Annual Report referred to in
clause (a) above;
(c) The description of the Common Stock of the Company contained
in "Description of Capital Stock" in the Prospectus included
in PBOC Holdings, Inc.'s Registration Statement on Form S-1,
as amended (File No. 333-48397);
(d) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable because the Company's Common Stock is registered under
Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law sets forth
circumstances under which directors, officers, employees and agents may be
insured or indemnified against liability which they may incur in their
capacity as such. The Certificate of Incorporation of the Company provides
that the directors, officers, employees and agents of the Company shall be
indemnified to the full extent permitted by law. Such indemnity shall extend
to expenses, including attorney's fees, judgments, fines and amounts paid in
the settlement, prosecution or defense of the foregoing actions.
Article IX of the Registrant's Certificate of Incorporation provides as
follows:
A. INDEMNIFICATION. The Corporation shall 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, by reason of the fact that such person is or
was a director, officer, employee or agent of the Corporation or any
predecessor of the Corporation, or is or was serving at the request of the
Corporation or any predecessor of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding to the fullest
extent authorized by Section 145 of the General Corporation Law of the State
of Delaware, provided that the Corporation shall not be liable for any amounts
which may be due to any person in connection with a settlement of any action,
suit or proceeding effected without its prior written consent or any action,
suit or proceeding initiated by any person seeking indemnification hereunder
without its prior written consent.
B. ADVANCEMENT OF EXPENSES. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described hereunder shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the
person is not entitled to be indemnified by the Corporation.
C. OTHER RIGHTS AND REMEDIES. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article IX shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to actions in
their official capacity and as to actions in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such person.
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D. INSURANCE. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other
enterprise, 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 liability under
the provisions of this Amended and Restated Certificate of Incorporation or
this Article IX.
E. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to a director, officer, employee or agent provided in this
Article IX shall be in the nature of a contract between the Corporation and
each such person, and no amendment or repeal of any provision of this Article
IX shall alter, to the detriment of such person, the right of such person to
the advance of expenses or indemnification related to a claim based on an act
or failure to act which took place prior to such amendment or repeal.
F. COMPLIANCE WITH APPLICABLE LAW. Any payments made pursuant to
paragraphs A and B of this Article IX shall be subject to compliance under 12
U.S.C. Section 1828(k) and any regulations promulgated thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable since no restricted securities will be reoffered or
resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement on
Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation
S-K):
No. Exhibit Page
___ _______ ____
4 Form of Common Stock Certificate* ----
5 Opinion of Elias, Matz, Tiernan E-1
& Herrick L.L.P. as to the legality
of the securities
23.1 Consent of Elias, Matz, Tiernan & ----
Herrick L.L.P. (contained in the
opinion included as Exhibit 5)
23.2 Consent of Independent Auditors E-3
5
24 Power of attorney for any subsequent ----
amendments (located in the signature
pages of this Registration Statement)
99.1 1999 Stock Option Plan** ----
99.2 Peoples Bank of California Savings E-4
Plus Plan
* Incorporated by reference from the Company's Registration Statement on Form
S-1 as filed on April 24, 1998 (File No. 333-48397).
** Incorporated by reference from the Company's Proxy Statement on Schedule
14A as filed on March 22, 1999 (File No. 000-24215).
ITEM 9. UNDERTAKINGS.
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; (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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 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 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.
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4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the Plan's
annual report pursuant to 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 thereof.
5. 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 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.
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SIGNATURES
THE REGISTRANT. 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 Los Angeles, State of California, on this 20th
day of December 1999.
PBOC HOLDINGS, INC.
By:/s/ Rudolf P. Guenzel
-------------------------------------
Rudolf P. Guenzel
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. Each person whose signature appears
below hereby makes, constitutes and appoints Rudolf P. Guenzel his or her 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.
Name Title Date
- --------------- --------------------- --------------------
/s/ Rudolf P. Guenzel President and Chief December 20, 1999
- --------------------- Executive Officer and
Rudolf P. Guenzel Director (principal
executive officer)
/s/ J. Michael Holmes Executive Vice President December 20, 1999
- --------------------- and Chief Financial
J. Michael Holmes Officer and Director
(principal financial and
accounting office)
/s/ Murray Kalis Director December 20, 1999
- ---------------------
Murray Kalis
8
Name Title Date
- --------------- --------------------- --------------------
/s/ Randall O. Chang Director December 20, 1999
- ---------------------
Randall O. Chang
/s/ Robert W. MacDonald Director December 20, 1999
- -----------------------
Robert W. MacDonald
/s/ John F. Davis Director December 20, 1999
- -----------------
John F. Davis
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Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
______
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE Telephone: (202) 347-0300 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN Facsimile: (202) 347-2172 KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES
JOHN P. SOUKENIK* ERIC M. MARION
GERALD F. HEUPEL, JR. DANIEL R. KLEINMAN*
JEFFREY A. KOEPPEL
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON
December 20, 1999 OF COUNSEL
*NOT ADMITTED IN D.C. ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
VIA EDGAR
Board of Directors
PBOC Holdings, Inc.
5900 Wilshire Boulevard
Los Angeles, California 90036
Re: Registration Statement on Form S-8
1,220,390 Shares of Common Stock
Gentlemen:
We are special counsel to PBOC Holdings, Inc., a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 1,020,390 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 1999 Stock Option Plan (the "Stock Option Plan") upon the
exercise of stock options and/or appreciation rights (referred to as "Option
Rights") and 200,000 shares of Common Stock to be issued pursuant to the
People's Bank of California Savings Plus Plan (the "401(k) Plan")
(collectively, the "Plans"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the
Plans to adjust the number of shares reserved thereby for issuance as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. In addition, the Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the 401(k) Plan. We have been requested by the Corporation
to furnish an opinion to be included as an exhibit to the Registration
Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectuses, the Certificate of Incorporation and Bylaws of the
Corporation, the Plans, a specimen stock certificate evidencing the Common
Stock of the Corporation and such other corporate records and documents as we
have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Stock Option Plan will continue to be validly authorized on the dates the
Common Stock is issued pursuant to the Option Rights; (ii) the shares of
Common Stock issuable pursuant to the 401(k) Plan will continue to be validly
authorized on the dates the Common Stock is issued in accordance with such
plan; (iii) on the dates the Option Rights are exercised, the Option Rights
granted under the terms of the Stock Option Plan will constitute valid, legal
and binding obligations of the Corporation and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iv) no
change occurs in applicable law or the pertinent facts; and (v) the provisions
of "blue sky" and other securities laws as may be applicable will have been
complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plans, when issued and sold pursuant to the
Plans and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectuses of the Plans and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:/s/ Kenneth B. Tabach
____________________________
Kenneth B. Tabach, a Partner
Exhibit 23.2
Consent of Independent Auditors
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PBOC Holdings, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Los Angeles, California
December 20, 1999
