Registration No. 333-
Filed September 26, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PBOC Holdings, Inc.
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(Exact Name of Registrant as Specified in its Articles of Incorporation)
Delaware 33-0220233
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(State of Incorporation) (I.R.S.Employer Identification No.)
5900 Wilshire Boulevard
Los Angeles, California 90036
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(Address of Principal Executive Offices)
2000 Stock Incentive Plan
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(Full Title of the Plan)
Copies to:
J. Michael Holmes Norman B. Antin, Esq.
Senior Executive Vice President Patricia J. Wohl, Esq.
and Chief Financial Officer Elias, Matz, Tiernan & 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
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(Name and Address of Agent for Service)
(323) 938-6300
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(Telephone Number, Including
Area Code, of Agent for Service)
Index to Exhibits is Located on Page 6
CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
par value
$0.01 352,572(2) $8.66(3) $3,053,273(3) $ 806.06
Common Stock,
par value
$0.01 639,250(4) $9.13(5) 5,836,352(5) 1,540.80
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Total 991,822 $8,889,625 $2,346.86
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(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 Holdings, Inc. (the "Company" or the "Registrant") 2000
Stock Incentive Plan (the "2000 Incentive Plan") 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 98,946 outstanding restricted shares granted under the 2000
Incentive Plan and 253,626 shares currently reserved for issuance
pursuant to the 2000 Incentive Plan for which options and restricted
shares have not been granted.
(3) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(c) promulgated under the Securities Act of
1933, as amended ("Securities Act"). The Proposed Maximum Offering
Price Per Share for the 98,946 outstanding restricted shares granted
under the 2000 Incentive Plan and 253,626 shares for which stock options
and restricted shares have not been granted under the 2000 Incentive
Plan is equal to the average of the high and low prices of the Common
Stock of the Company on September 19, 2000 on the Nasdaq Stock Market.
(4) Represents shares currently reserved for issuance pursuant to
outstanding options granted under the 2000 Incentive 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. The Proposed Maximum Offering Price Per Share is
equal to the weighted average exercise price for the options to purchase
639,250 shares of Common Stock which are outstanding under the 2000
Incentive 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 I
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
_______________
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended ("Securities Act"), and the
Note to Part I on Form S-8.
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, 1999 filed with the Commission on March 24,
2000;
(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,
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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.
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
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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.
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.
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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
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4 Form of Common Stock Certificate*
5 Opinion of Elias, Matz, Tiernan & 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
24 Power of attorney for any subsequent amendments
(located in the signature pages of this Registration
Statement)
99.1 2000 Incentive Plan**
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* 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 23, 2000 (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
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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.
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 25th
day of September 2000.
PBOC HOLDINGS, INC.
By: /s/ Rudolf P. Guenzel
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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
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/s/ Rudolf P. Guenzel President and Chief September 25, 2000
--------------------- Executive Officer and
Rudolf P. Guenzel Director
(principal executive officer)
/s/ J. Michael Holmes Senior Executive Vice September 25, 2000
--------------------- President and Chief
J. Michael Holmes Financial Officer and
Director (principal
financial and accounting
officer)
/s/ Murray Kalis Director September 25, 2000
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Murray Kalis
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Name Title Date
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/s/ Robert W. MacDonald Director September 25, 2000
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Robert W. MacDonald
/s/ John F. Davis Director
----------------------- September 25, 2000
John F. Davis
/s/ Carl A. LoBue Director September 25, 2000
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Carl A. LoBue
/s/ Richard S. Delaney Director September 25, 2000
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Richard S. Delaney
/s/ C. Stephen Mansfield Director September 25, 2000
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C. Stephen Mansfield
Pursuant to the requirements of the Securities Act of 1933, the
administrators have duly caused this Registration Statement to be signed by
the undersigned, thereunto duly authorized, in the City of Los Angeles, State
of California, on September 25, 2000.
PBOC HOLDINGS, INC.
2000 STOCK INCENTIVE PLAN
/s/ John F. Davis
September 25, 2000 ----------------------------------------
John F. Davis
Administrator
/s/ Murray Kalis
September 25, 2000 ----------------------------------------
Murray Kalis
Administrator
/s/ Robert W. MacDonald
September 25, 2000 ----------------------------------------
Robert W. MacDonald
Administrator
/s/ C. Stephen Mansfield
September 25, 2000 ----------------------------------------
C. Stephen Mansfield
Administrator
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