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As filed with the Securities and Exchange Commission on August 9, 2000
Registration No. _____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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FIRST COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0885320
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
6110 EL TORDO, RANCHO SANTA FE, CALIFORNIA 92067
(Address of Principal Executive Offices) (Zip Code)
FIRST COMMUNITY BANCORP STOCK INCENTIVE PLAN
(Full title of the Plan)
ARNOLD C. HAHN COPY TO:
Executive Vice President Richard E. Knecht, Esq.
and Chief Financial Officer Knecht & Hansen
First Community Bancorp 1301 Dove Street, Suite 900
6110 El Tordo Newport Beach, CA 92660
Rancho Santa Fe, CA 92067 (949) 851-8070
(858) 756-3023
(Name, address including zip code and telephone number,
including area code, of registrants' agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed Maximum
Securities to be Registered Registered Offering Price Per Share(1)
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<S> <C> <C>
Common Stock, no par value 780,000 shares $15.00
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</TABLE>
(1) Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933, as amended, the registration fee is based on the closing market price of
shares of common stock, no par value, of First Community Bancorp on August 1,
2000, as reported by NASDAQ National Market.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant and Plan Annual Information.*
* INFORMATION REQUIRED BY PART I OF FORM S-8. The document(s) setting
forth the information specified in Part I of this Form S-8 will be sent or given
to participants in the First Community Bancorp Stock Incentive Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). These documents and the documents incorporated by reference into this
Form S-8 pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act and are on file at the Registrant's principal executive
officers and available without charge, upon written or oral request to Arnold C.
Hahn, Executive Vice President and Chief Financial Officer, First Community
Bancorp, 6110 El Tordo, Rancho Santa Fe, California 92067. Telephone requests
may be directed to Arnold C. Hahn at (858) 756-3023.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The documents listed in (a) through (d) below are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior
to the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents:
(a) the Company's prospectus included as part of the Company's
registration statement under the Securities Act of 1933, as
amended, on Form S-4 (no. 333-93827) in the form in which it
was filed on December 30, 1999, and all amendments thereto,
including but not limited to the description of the Company's
common stock contained therein;
(b) the Company's registration statement under the Securities
Exchange Act of 1934, as amended, on Form 8-A (no. 000-30747)
in the form in which it was filed on June 2, 2000, and all
amendments thereto;
(c) the Company's definitive Proxy Statement/Prospectus dated May
5, 2000, with respect to its Special Meeting of Stockholders
held on May 31, 2000; and
(d) the Company's Current Report on Form 8-K filed June 9, 2000.
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Any statement contained herein or in a document incorporated or deemed
to be incorporated herein by reference 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 subsequently filed document pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act which also is
incorporated or deemed to be incorporated herein by reference modifies or
supersedes such prior 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.
As of August 1, 2000, the authorized capital stock of the Company
consists of 15,000,000 shares of common stock, no par value, of which 3,878,256
shares are issued and outstanding and 5,000,000 shares of serial preferred
stock, no par value, none of which are outstanding. Holders of shares of common
stock of the Company are entitled to one vote for each share of record on all
matters voted upon by shareholders of the Company, except that in connection
with the election of directors, the shares may be voted cumulatively if notice
of the intention to do so is given by a shareholder to the Company. Shares of
common stock of the Company are not subject to redemption, conversion or sinking
fund provisions. In the event of a liquidation, dissolution or winding up of the
Company, holders of common stock are entitled to share ratably in all assets
remaining after payment of liabilities and liquidation preferences of any
outstanding shares of preferred stock of the Company. Holders of common stock
have no preemptive, subscription, redemption or conversion rights with respect
to such shares. Holders of common stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefor under the laws of the State of California, subject to the rights of
holders of any preferred stock of the Company that may be issued after the date
hereof. The outstanding shares of common stock are duly authorized, validly
issued, fully paid and nonassessable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors, officers and employees in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act. Article FIFTH, subparagraph (a) of First Community Bancorp's articles of
incorporation provides for elimination of liability for monetary damages of its
directors, and Article FIFTH, subparagraph (b) of First Community Bancorp's
articles of incorporation and Article VII of First Community Bancorp's bylaws
provide for indemnification of its directors, officers, employees and other
agents to the fullest extent permitted by the CGCL. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of First Community Bancorp pursuant to the
foregoing provisions, or otherwise, First Community Bancorp has been advised
that in the opinion of the Securities and Exchange Commission (the "Commission")
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Knecht & Hansen as to the legality of the
securities being registered.
10.4 First Community Bancorp Stock Incentive Plan.
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23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Knecht & Hansen (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page of this
Registration Statement).
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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
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 and of the estimated maximum offering range 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;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this 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, Form S-8 or Form F-3, 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
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant'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 this 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.
c. 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
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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 of 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.
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 this Registration Statement on Form S-8 and has duly
caused this Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Rancho Santa Fe, State of California,
on August 4, 2000.
FIRST COMMUNITY BANCORP
By: /s/ Arnold C. Hahn
----------------------------------
Arnold C. Hahn
Executive Vice President and Chief
Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby authorizes and appoints each of Arnold C. Hahn
and James A. Boyce, his true and lawful attorney-in-fact and agent, each acting
alone, with full power of substitution for him and in his name, place and stead,
in any and all capacities, to sign and to file with the Commission any and all
amendments (including without limitation post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or any of them, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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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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<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ James A. Boyce Director, President and Chief Executive August 4, 2000
------------------------- Officer (Principal Executive Officer)
James A. Boyce
/s/ Arnold C. Hahn Executive Vice President and Chief August 4, 2000
------------------------- Financial Officer (Principal Accounting
Arnold C. Hahn Officer)
/s/ John M. Eggemeyer III Director and Chairman of the Board August 4, 2000
-------------------------
John M. Eggemeyer III
/s/ Robert E. Herrmann Director and Secretary August 4, 2000
-------------------------
Robert E. Herrmann
/s/ William T. Powers Director August 4, 2000
-------------------------
William T. Powers
/s/ Paul I. Stevens Director August 4, 2000
-------------------------
Paul I. Stevens
/s/ Robert A. Stine Director August 4, 2000
-------------------------
Robert A. Stine
/s/ Dale E. Walter Director August 4, 2000
-------------------------
Dale E. Walter
/s/ David S. Williams Director August 4, 2000
-------------------------
David S. Williams
/s/ Robert A. Schoellhorn Director August 4, 2000
-------------------------
Robert A. Schoellhorn
</TABLE>
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EXHIBIT INDEX
5.1 Opinion of Knecht & Hansen as to the legality of the securities being
registered.
10.4 First Community Bancorp Stock Incentive Plan.
23.1 Consent of KPMG LLP.
23.2 Consent of KPMG LLP.
23.3 Consent of Knecht & Hansen (included in Exhibit 5.1).
24 Powers of Attorney (included on signature page of this Registration
Statement).
7
