<PAGE>
Registration No. 33-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
WESTERN SIERRA BANCORP
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 68-0390121
------------------------------- ------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3350 COUNTRY CLUB DRIVE, SUITE 202, CAMERON PARK, CALIFORNIA 95682
(Address of Principal Executive Offices)
SENTINEL SAVINGS AND LOAN ASSOCIATION INCENTIVE STOCK OPTION PLAN
SENTINEL SAVINGS & LOAN, FSLA INCENTIVE STOCK OPTION PLAN
SENTINEL SAVINGS AND LOAN 1996 STOCK OPTION PLAN
SENTINEL COMMUNITY BANK 1999 STOCK OPTION PLAN
(Full Title of the Plans)
GARY D. GALL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
3350 COUNTRY CLUB DRIVE, SUITE 202, CAMERON PARK, CALIFORNIA 95682
(Name and Address of Agent for Service)
(530) 677-5600
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Laura Dean-Richardson, Esq.
Gary Steven Findley & Associates
1470 North Hundley Street, Anaheim, California 92806
(714) 630-7136
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Each Class Amount Proposed Maximum Proposed Maximum Amount of
Of Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(a) Per Share(b) Offering Price Fee
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 116,481 Shares $11.125 $1,295,851 $342.11
(No Par Value)
=====================================================================================================================
</TABLE>
(a) The number of shares being registered is the number of shares issuable
under the Sentinel Savings and Loan Association Incentive Stock Option
Plan (the "1983 Plan") the Sentinel Savings & Loan, FSLA Incentive
Stock Option Plan (the "1993 Plan"), the Sentinel Savings and Loan 1996
Stock Option Plan (the "1996 Plan") and the Sentinel Community Bank
1999 Stock Option Plan (the "1999 Plan") (collectively the "Plans").
There are 7,491 shares issuable under the 1983 Plan; 47,721 shares
issuable under the 1993 Plan; 44,073 shares issuable under the 1996
Plan; and 17,196 shares issuable under the 1999 Plan. Because of
certain events specified in the Plans, an indeterminate number of
shares may additionally become subject to issuance under the Plans.
(b) Estimated pursuant to Rule 457(h) solely for the purpose of computing
the registration fee, utilizing $11.125 as the average of the bid and
asked price of Western Sierra Bancorp's common stock as of November 7,
2000.
================================================================================
<PAGE>
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Western Sierra Bancorp (the "Registrant") hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 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, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing such documents.
(a) The Registrant's annual report filed on Form 10-KSB for the year ended
December 31, 1999.
(b) The Registrant's quarterly reports filed on Form 10-QSB for the
quarters ended March 31, 2000, June 30, 2000 and September 30, 2000.
(c) The description of the Registrant's common stock is contained in its
Registration Statement on Form S-4, file number 333-66675.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other document subsequently filed, which also is incorporated by
reference herein, modifies or supersedes such statement. Any 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of an indemnity
agreement. The Registrant's Articles further provide for the elimination of
director liability for monetary damages to the maximum extent allowed by
California law. The indemnification law of the State of California generally
allows indemnification in matters not involving the right of the corporation, to
an agent of the corporation if such person acted in good faith and in a manner
such person reasonably believed to be in the best interests of the corporation,
and in the case of a criminal matter, had no reasonable cause to believe the
conduct of such person was unlawful. California law, with respect to matters
involving the right of a corporation, allows indemnification of an agent of the
corporation, if such person acted in good faith, in a manner such
2
<PAGE>
person believed to be in the best interests of the corporation and its
shareholders; provided that there shall be no indemnification for: (i)
amounts paid in settling or otherwise disposing of a pending action without
court approval; (ii) expenses incurred in defending a pending action which is
settled or otherwise disposed of without court approval; (iii) matters in
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which the proceeding is or
was pending shall determine that such person is entitled to be indemnified;
or (iv) other matters specified in the California General Corporation Law.
The Registrant's Bylaws provide that the Registrant shall to the maximum extent
permitted by law have the power to indemnify its directors, officers and
employees. The Registrant's Bylaws also provide that the Registrant shall have
the power to purchase and maintain insurance covering its directors, officers
and employees against any liability asserted against any of them and incurred by
any of them, whether or not the Registrant would have the power to indemnify
them against such liability under the provisions of applicable law or the
provisions of the Registrant's Bylaws. Each of the directors and executive
officers of the Registrant has an indemnification agreement with the Registrant
that provides that the Registrant shall indemnify such person to the full extent
authorized by the applicable provisions of California law and further provide
advances to pay for any expenses which would be subject to reimbursement.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
5.1 Opinion re: Legality
23.1 Consent of Perry-Smith LLP
99.1 Sentinel Savings and Loan Association Incentive Stock Option Plan
99.2 Sentinel Savings & Loan, FSLA Incentive Stock Option Plan
99.3 Sentinel Savings and Loan 1996 Stock Option Plan
99.4 Sentinel Community Bank 1999 Stock Option Plan
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 of 1933;
(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;
3
<PAGE>
(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 paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
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 the City of Cameron Park, State of California, on November 21,
2000.
WESTERN SIERRA BANCORP
/s/ Gary D. Gall
-----------------------------------------
Gary D. Gall
President & CEO
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.
/s/ Gary D. Gall , Director and Principal November 21, 2000
-------------------------------- Executive Officer
Gary D. Gall
/s/ Joseph A. Surra , Chairman November 21, 2000
--------------------------------
Joseph A. Surra
/s/ Charles W. Bacchi , Director November 21, 2000
--------------------------------
Charles W. Bacchi
/s/ Barbara L. Cook , Director November 21, 2000
--------------------------------
Barbara L. Cook
/s/ Kirk Doyle , Director November 21, 2000
--------------------------------
Kirk Doyle
5
<PAGE>
/s/ William J. Fisher , Director November 21, 2000
--------------------------------
William J. Fisher
/s/ Richard L. Golemon , Director November 21, 2000
--------------------------------
Richard L. Golemon
/s/ John H. Helms , Director November 21, 2000
--------------------------------
John H. Helms
/s/ Howard "Skip" Jahn , Director November 21, 2000
--------------------------------
Howard "Skip" Jahn
/s/ Thomas Manz , Director November 21, 2000
--------------------------------
Thomas Manz
/s/ Harold S. Prescott, Jr. , Director November 21, 2000
--------------------------------
Harold S. Prescott, Jr.
/s/ Darol B. Rasmussen , Director November 21, 2000
--------------------------------
Darol B. Rasmussen
/s/ Osvaldo I. Scariot , Director November 21, 2000
--------------------------------
Osvaldo I. Scariot
/s/ Richard C. Seeba , Director November 21, 2000
--------------------------------
Richard C. Seeba
6
<PAGE>
/s/ Howard "Bud" Van Lente , Director November 21, 2000
--------------------------------
Howard "Bud" Van Lente
/s/ Lesa Fynes , Principal Financial November 21, 2000
-------------------------------- Officer
Lesa Fynes
/s/ Alan J. Kleinert , Director November 21, 2000
--------------------------------
Alan J. Kleinert
/s/ Lary Davis , Director November 21, 2000
--------------------------------
Lary Davis
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
------- ------------ ------------
<C> <S> <C>
5.1 Opinion re: Legality
23.1 Consent of Perry-Smith LLP
99.1 Sentinel Savings and Loan Association
Incentive Stock Option Plan
99.2 Sentinel Savings & Loan, FSLA
Incentive Stock Option Plan
99.3 Sentinel Savings and Loan
1996 Stock Option Plan
99.4 Sentinel Community Bank
1999 Stock Option Plan
</TABLE>
8
