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Registration No. 333-________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCRIPPS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0855985
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7817 IVANHOE AVENUE
LA JOLLA, CALIFORNIA 92037
(Address of principal executive offices) (Zip code)
SCRIPPS BANK
1992 STOCK OPTION PLAN,
1995 STOCK OPTION PLAN, AND
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
M. CATHERINE WRIGHT
CHIEF FINANCIAL OFFICER
Scripps Financial Corporation
7817 Ivanhoe Avenue
LA JOLLA, CALIFORNIA 92037
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (858) 456-2265
This registration statement shall become effective in accordance with Rule
462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------
Title of Amount to be Proposed Proposed maximum Amount of
securities registered (2) maximum aggregate offering registration fee
to be offering price
registered (1) price per
share (3)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1992 STOCK OPTION PLAN
Common Stock - Outstanding 54,920 $5.051 $277,401 $77.12
No Par Value
1995 STOCK OPTION PLAN
Common Stock - Outstanding 233,139 $12.338 $2,876,469 $799.66
No Par Value
Common Stock - Reserved 260,125 $15.25 $3,966,906 $1,102.80
No Par Value
1998 OUTSIDE DIRECTORS STOCK OPTION PLAN
Common Stock - Outstanding 30,000 $17.467 $524,010 $145.68
No Par Value
Common Stock - Reserved 70,000 $15.25 $1,067,500 $296.77
No Par Value
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TOTALS 648,184 $2,422.03
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(1) The securities to be registered include options and rights to acquire
Common Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any
stock split, stock dividend or similar transaction.
(3) The offering price is estimated pursuant to Rule 457 solely for purposes
of calculating the registration fee. As to the shares subject to
outstanding but unexercised options, the price is computed on the basis
of the average exercise price for the options outstanding under the
applicable plan. As to the remaining shares under the 1995 Stock Option
Plan and the 1998 Outside Directors Stock Option Plan, the price is based
upon the average of the high and low prices of the Company's Common Stock
on September 22, 1999 as reported on the OTCBB.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by Scripps Financial Corporation (the "Company") are
incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form 10 filed with the
Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including any amendment filed for the purpose of updating
such registration statement, containing audited financial statements for
Scripps Bank (the predecessor to the Company), for its latest fiscal year
ended December 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the registrant
document referred to in (a) above.
(c) The description of the Company's Common Stock contained in its
Registration Statement on Form 10 filed with the Commission under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock
offered pursuant to this Registration Statement have been sold or which
deregisters all shares of Common Stock then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company has adopted provisions in its Articles of Incorporation that
limit the liability of its directors for monetary damages arising from a breach
of their fiduciary duty as directors to the fullest extent permitted by the
California Corporations Code. Such limitation of liability does not affect the
availability of equitable remedies such as injunctive relief or rescission. The
limitation on monetary liability also does not apply to liabilities arising
under the federal securities laws.
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The Company's Bylaws provide that the Company will indemnify its directors
and officers to the fullest extent permitted by California law, including
circumstances in which indemnification is otherwise discretionary under
California law. The Company has entered into indemnification agreements with its
directors containing provisions which are in some respects broader than the
specific indemnification provisions contained in the California Corporations
Code. The indemnification agreements may require the Company, among other
things, to indemnify its directors against certain liabilities that may arise by
reason of their status or service as directors, and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) RULE 415 OFFERING
The undersigned Company 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, as amended (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; 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 paragraphs (a)(1)(i) and (a)(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 by the Company pursuant to Section 13 or Section 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
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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.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit 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.
(h) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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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SIGNATURE
Pursuant to the requirements of the Securities Act the Company 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 La Jolla, State of California, on September 24, 1999.
SCRIPPS FINANCIAL CORPORATION
By: /s/ Ronald J. Carlson
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Ronald J. Carlson
President and Chief Executive Officer
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POWER OF ATTORNEY
Each of the undersigned officers and directors of Scripps Financial
Corporation, hereby constitutes and appoints Ronald J. Carlson and M. Catherine
Wright, and either of them, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, each with power to
act alone, to sign and execute on behalf of the undersigned any amendment or
amendments to this Registration Statement on Form S-8, and each of the
undersigned does hereby ratify and confirm all that said attorney-in-fact and
agent, or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on September 15, 1999.
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SIGNATURE TITLE
<S> <C>
/s/ William E. Nelson
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William E. Nelson Chairman of the Board
/s/ Ronald J. Carlson
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Ronald J. Carlson President, Chief Executive Officer
and Director (Principal Executive
Officer)
/s/ M. Catherine Wright
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M. Catherine Wright Chief Financial Officer (Principal
Financial and Accounting Officer)
/s/ Christopher C. Calkins
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Christopher C. Calkins Director
/s/ Christopher S. McKellar
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Christopher S. McKellar Director
/s/ Alfred B. Salganick, M.D.
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Alfred B. Salganick, M.D. Director
/s/ William T. Stephens
- ------------------------------------
William T. Stephens Director
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EXHIBIT INDEX
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Ex. # Description
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4.1 Articles of Incorporation of the Company, as amended, is incorporated by reference to Exhibit
3.1 to the Company's Registration Statement on Form 10 filed with the Securities and Exchange
Commission on May 14, 1999 (File No. 0-26081)
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 14,
1999 (File No. 0-26081)
5 Opinion and Consent of Gray Cary Ware Freidenrich LLP
23.1 Consent of Gray Cary Ware Freidenrich LLP (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (Included in signature pages to this registration statement)
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EXHIBIT 5
September 23, 1999
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: SCRIPPS FINANCIAL CORPORATION - REGISTRATION STATEMENT ON FORM S-8 1992
STOCK OPTION PLAN, 1995 STOCK OPTION PLAN AND OUTSIDE DIRECTORS STOCK
OPTION PLAN
Ladies and Gentlemen:
As legal counsel for Scripps Financial Corporation, a California
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of 648,184 shares
of the Company's Common Stock, no par value, which may be issued pursuant to the
1992 Stock Option Plan, 1995 Stock Option Plan and 1998 Outside Directors Stock
Option Plan (collectively, the "Plans") pursuant to a registration statement on
Form S-8 (the "Registration Statement").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California and
the federal law of the United States.
Based on such examination, we are of the opinion that the 648,184 shares of
Common Stock which may be issued pursuant to the Plans are duly authorized
shares of the Company's Common Stock, and, when issued against payment of the
purchase price therefor in accordance with the provisions of the Plans will be
validly issued, fully paid and non-assessable.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
GRAY CARY WARE & FREIDENRICH LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 10, 1999 relating to the
financial statements of Scripps Bank which appear in the Registration Statement
on Form 10 for Scripps Financial Corporation.
PRICEWATERHOUSECOOPERS LLP
San Diego, California
September 24, 1999
