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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 Identification No.)
Incorporation or Organization)
One Maritime Plaza, Suite 825, San Francisco, California 94111
(Address of Principal Executive Offices)
CALIFORNIA FINANCIAL BANCORP 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
CALCULATION OF REGISTRATION FEE
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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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Common stock 281,758 Shares $5.44 $1,532,763.52 $404.65
($0.01 Par Value)
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(a) The number of shares being registered is the number of shares issuable under the Plan. The Registrant is the successor
corporation to California Financial Bancorp.
(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.
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PART I
INFORMATION REQUESTED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant, California Community Bancshares, Inc., will send or give the
documents containing the information specified in this Item I to each
participant as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission and the instructions to
Form S-8, Registrant is not filing such documents with the Securities and
Exchange Commission either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will send or give the documents containing the information
specified in Item 2 to each participant as specified by Rule 428(b)(1). In
accordance with the rules and regulations of the Securities and Exchange
Commission and the instructions to Form S-8, Registrant is not filing such
documents with the Securities and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
California Community Bancshares, Inc. ("California Community") 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 (the "Exchange Act") 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 of such documents.
(a) Registrant's Prospectus filed with the Securities and Exchange
Commission under Section 424(b)(3) with respect to Registration
Statement 333-87481.
(b) Registrant's Annual Report of Form 10-K for the year ended December 31,
1999 filed with the Securities & Exchange Commission.
(c) All other documents filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since December 31, 1999 to the date of
this filing.
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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Capital Stock
The authorized capital stock of California Community consists of 75,000,000
shares of California Community common stock, $0.01 par value per share and
25,000,000 shares of California Community preferred stock, of which 26,312,576
shares of California Community common stock and no shares of California
Community preferred stock were outstanding as of March 31, 2000. In addition,
7,607,499 shares of California Community common stock have been reserved for
issuance pursuant to California Community Bancshares, Inc. 1999 Stock Option
Plan and 281,758 shares have been reserved for issuance under the California
Financial Bancorp 1999 Stock Option Plan. Each share of California Community
common stock has the same rights, privileges and preferences as every other
share and would share equally in California Community's net assets upon
liquidation or dissolution. The shares of California Community common stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions. Each share is entitled to one vote,
except that in the election of directors, California Community shareholders may
vote their shares cumulatively. All of the outstanding shares of California
Community common stock are validly issued and nonassessable and each
participates equally in dividends, which are payable when and as declared by
California Community's Board of Directors out of funds legally available
therefor.
California Community Certificate of Incorporation
California Community's Certificate of Incorporation incorporates provisions
which may have the effect of delaying, deferring or preventing a change in
control of California Community in certain circumstances. Specifically,
California Community's Certificate of Incorporation provides that the
shareholder vote required to approve a Business Combination (as described below)
shall be at least 66-2/3% of California Community's outstanding shares of voting
stock, voting together as a single class. A Business Combination means any:
o merger or consolidation of California Community or a subsidiary of
California Community where the shareholders of California Community
immediately prior to the merger or consolidation will own immediately
after the merger or consolidation (A) no equity securities of the
surviving entity after the merger or consolidation or (B) equity
securities (excluding options, warrants and rights) of the surviving
entity after the merger or consolidation with less than 50% of the voting
power of the surviving entity after the merger or consolidation or
o any sale, exchange, transfer or other disposition of 50% or more of the
assets of California Community or combined assets of California Community
and its subsidiaries.
The amendment or repeal of this provision of California Community's Certificate
of Incorporation requires the affirmative vote of the holders of 66 2/3% or more
of the outstanding shares of voting stock.
Payment of Dividends and Repurchase of Shares
Delaware law permits a corporation to declare and pay dividends out of surplus
or, if there is no surplus, out of net profits for the fiscal year in which the
dividend is declared and/or for the preceding fiscal year
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as long as the amount of capital of the corporation following the declaration
and payment of the dividend is not less than the aggregate amount of the capital
represented by the issued and outstanding stock of all classes having a
preference upon the distribution of assets. In addition, Delaware law generally
provides that a corporation may redeem or repurchase its shares only if the
capital of the corporation is not impaired and such redemption or repurchase
would not impair the capital of the corporation.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Bylaws of California Community provide for indemnification of agents
including directors, officers, and employees, to the fullest extent permitted by
Delaware law. California Community's Certificate of Incorporation further
provides for a limitation of director liability for monetary damages to the
extent allowed by Delaware law. Delaware law 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 Community's Bylaws provide that California
Community will, to the extent permitted by law, indemnify its directors and
executive officers, and may indemnify its other officers, employees and other
agents to the fullest extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
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
24.1 Power of attorney
99.1 California Financial Bancorp 1999 Stock Option Plan (1)
(1) Filed with the Securities and Exchange Commission as Exhibit 10. 2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1999
and incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) 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;
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(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;
(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.
(b) 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.
(h) 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.
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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 Sacramento, California, on
April 27, 2000.
CALIFORNIA COMMUNITY BANCSHARES, INC
/s/ Ronald W. Bachli
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Ronald W. Bachli, President & CEO
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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.
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/s/ Ronald W. Bachli , Director, Principal Executive
- ----------------------------------------------- Officer April 27, 2000.
Ronald W. Bachli
/s/ J. Thomas Byrom , Director April 27, 2000.
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J. Thomas Byrom
/s/ Richard W. Decker, Jr. , Director April 27, 2000.
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Richard W. Decker, Jr.
/s/ Joseph P. Heitzler , Director April 27, 2000.
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Joseph P. Heitzler
, Director April 27, 2000.
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Robert J. Kushner
/s/ Larry D. Mitchell , Director April 27, 2000.
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Larry D. Mitchell
/s/ Clifford R. Ronnenberg , Director April 27, 2000.
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Clifford R. Ronnenberg
, Director April 27, 2000.
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Jaynie Studenmund
/s/ David E. Hooston , Principal Financial Officer April 27, 2000.
- -----------------------------------------------
David E. Hooston
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EXHIBIT INDEX
Exhibit
Number Description
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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
99.1 California Financial Bancorp1999 Stock Option Plan(1)
(1) Filed with the Securities and Exchange Commission as Exhibit 10.2 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
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EXHIBIT 5.1
OPINION RE: LEGALITY
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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 281,758 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 California Financial Bancorp 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
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EXHIBIT 23.2
CONSENT OF KPMG LLP
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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
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EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE LLP
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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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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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EXHIBIT 24.1
POWER OF ATTORNEY
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EXHIBIT 24.1
POWER OF ATTORNEY
POWER OF ATTORNEY
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Each person whose signature appears below hereby authorizes Ronald W. Bachli or
Richard W. Decker, Jr. and either of them, as attorney-in-fact, to sign in his
or her behalf, individually and in each capacity stated below, and to file this
Registration Statement on Form S-8 and all amendments and/or supplements to this
Registration Statement on Form S-8.
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/s/ Ronald W. Bachli , Director, Principal Executive April 27, 2000
- ----------------------------------------------- Officer
Ronald W. Bachli
/s/ J. Thomas Byrom , Director April 27, 2000
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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
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