Registration No.
As filed with the Securities and Exchange Commission on May 1, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
CALIFORNIA COMMUNITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 94-3339505
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Maritime Plaza, Suite 825, San Francisco, California 94111
(Address of Principal Executive Offices)
CALIFORNIA COMMUNITY BANCSHARES, INC. 1999 STOCK OPTION PLAN
(Full Title of the Plan)
RONALD W. BACHLI, PRESIDENT AND CHIEF EXECUTIVE OFFICER
One Maritime Plaza, Suite 825, San Francisco, California 94111
(Name and Address of Agent for Service)
(415) 434-1236
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
R. Brent Faye, Esq.
Lillick & Charles LLP
Two Embarcadero Center, Suite 2700, San Francisco, California 94111
(415) 984-8200
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Title of Each Class Of Amount To Be Proposed Maximum Proposed Maximum Amount of Registration
Securities To Be Registered(a) Offering Price Per Aggregate Offering Fee
Registered Share(b) Price(b)
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<S> <C> <C> <C> <C>
Common stock 1,222,385 Shares $5.44 $6,649,774.40 $1,755.54
($0.01 Par Value)
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<FN>
(a) This Registration Statement relates to 1,222,385 new shares of the common stock of the Registrant issuable under the
Plan in addition to 6,385,114 shares being carried forward from Registration Statement No. 333-94763.
(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of the book value of the securities being offered
as of March 31, 2000.
</FN>
</TABLE>
THE CONTENTS OF REGISTRATION STATEMENT NO. 333-94763 ARE INCORPORATED HEREIN BY
REFERENCE.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of San Francisco, California,
on April 27, 2000.
CALIFORNIA COMMUNITY BANCSHARES, INC
/s/ Ronald W. Bachli
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Ronald W. Bachli, President & CEO
<TABLE>
<CAPTION>
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
date indicated.
<S> <C> <C>
/s/ Ronald W. Bachli
- ------------------------------------- , Director, Principal Executive April 27, 2000
Ronald W. Bachli Officer
/s/ J. Thomas Byrom
- ------------------------------------- , Director April 27, 2000
J. Thomas Byrom
/s/ Richard W. Decker, Jr.
- ------------------------------------- , Director April 27, 2000
Richard W. Decker, Jr.
/s/ Joseph P. Heitzler
- ------------------------------------- , Director April 27, 2000
Joseph P. Heitzler
- ------------------------------------- , Director April 27, 2000
Robert J. Kushner
/s/ Larry D. Mitchell
- ------------------------------------- , Director April 27, 2000
Larry D. Mitchell
/s/ Clifford R. Ronnenberg
- ------------------------------------- , Director April 27, 2000
Clifford R. Ronnenberg
- ------------------------------------- , Director April 27, 2000
Jaynie Studenmund
/s/ David E. Hooston
- ------------------------------------- , Principal Financial Officer April 27, 2000
David E. Hooston
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion re: Legality
23.1 Consent of Counsel is included with the opinion re legality as Exhibit 5.1
to the Registration Statement.
23.2 Consent of KMPG LLP
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP
24. Power of attorney(1)
99.1 Revised California Community Bancshares, Inc. 1999 Stock Option Plan(2)
(1) Filed with the Securities and Exchange Commission as Exhibit 24.1 to
Registration Statement No. 333-94763 and incorporated herein by reference.
(2) Filed with the Securities and Exchange Commission as Exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1999 and incorporated herein by reference.
-3-
EXHIBIT 5.1
OPINION RE: LEGALITY
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<PAGE>
Lillick & Charles LLP
Attorneys at Law
Two Embarcadero Center
San Francisco, CA 94111-3996
(415) 984-8200
April 27, 2000
[email protected] 415-984-8365
California Community Bancshares, Inc.
One Maritime Plaza, Suite 825
San Francisco,, California 94111
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 filed by
California Community Bancshares, Inc ("California Community") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 1,222,385 shares of California Community
Common Stock, $0.01 par value, (the "Shares") to be issued in connection with
the grant and exercise of options under the Revised California Community
Bancshares, Inc. 1999 Stock Option Plan (the "Stock Option Plan"):
We are of the opinion that the Shares have been duly authorized and,
when issued in accordance with the Stock Option Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and any amendments thereto, and the use of our name
under the caption "Legal Matters" in the Registration Statement, and any
amendments thereto, and in the Prospectus included therein.
Very truly yours,
/s/ Lillick & Charles LLP
LILLICK & CHARLES LLP
-5-
EXHIBIT 23.2
Consent of KPMG LLP
-6-
<PAGE>
Independent Auditors' Consent
The Board of Directors
California Community Bancshares, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of California Community Bancshares, Inc. of our report dated March 17, 2000,
relating to the consolidated statement of financial condition of California
Community Bancshares, Inc. and subsidiaries as of December 31, 1999, and the
related consolidated statements of operations, comprehensive income (loss),
shareholders' equity, and cash flows for the year ended December 31, 1999, which
report appears in the December 31, 1999, annual report on Form 10-K of
California Community Bancshares, Inc.
/s/ KPMG LLP
Sacramento, California
April 27, 2000
-7-
EXHIBIT 23.3
Consent of Deloitte & Touche LLP
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<PAGE>
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of California Community Bancshares, Inc. of our report dated February
23, 1999 on the consolidated balance sheet of California Financial Bancorp
(formerly Belvedere Bancorp) and subsidiaries as of December 31, 1998, and the
related consolidated statements of operations, comprehensive income (loss),
changes in stockholder's equity, and cash flows for the year then ended,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
California Community Bancshares, Inc. for the year ended December 31, 1999.
/s/ Deloitte & Touche LLP
Los Angeles, California
April 27, 2000
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EXHIBIT 23.4
CONSENT OF ARTHUR ANDERSEN LLP
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<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 25, 1998 relating to the consolidated statements of operations and cash
flows of California Financial Bancorp and subsidiary (formerly known as
"Belvedere Bancorp and subsidiary) for the period from inception (September 11,
1997) through December 31, 1997 included in California Community Bancshares
previously filed annual report on Form 10-K for the year ended December 31,
1999.
/S/ Arthur Andersen LLP
Orange County, California
April 27, 2000
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