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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 6, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PREMIERWEST BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Oregon 93-1282171
(STATE OR OTHER JURISDICTION (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1455 East McAndrews Road, Medford, Oregon 97504
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1992 Combined Incentive and Non-Qualified Stock Option Plan of Bank of
Southern Oregon and the
United Bancorp Stock Option Plan, as amended
(FULL TITLE OF PLANS)
John L. Anhorn Copies to:
President and Chief Executive Officer Francis X. Grady, Esq.
PremierWest Bancorp Grady & Associates
1455 East McAndrews Road 20950 Center Ridge Road, Suite 100
Medford, Oregon 97504 Rocky River, Ohio 44116-4307
(541) 776-7480 (440) 356-7255
(NAME, ADDRESS AND
TELEPHONE NUMBER OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class Of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount Of
Be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
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<S> <C> <C> <C> <C>
common stock, no par value...... 145,854 shares (1) $ 3.17 $ 462,500 $ 122.10
common stock, no par value...... 19,710 shares (1) $ 3.74 $ 73,700 $ 19.46
common stock, no par value...... 15,768 shares (1) $ 4.19 $ 66,000 $ 17.42
common stock, no par value...... 9,855 shares (1) $ 4.44 $ 43,750 $ 11.55
common stock, no par value...... 15,768 shares (1) $ 4.82 $ 76,000 $ 20.06
common stock, no par value...... 15,768 shares (1) $ 5.07 $ 80,000 $ 21.12
common stock, no par value...... 31,536 shares (1) $ 5.33 $ 168,000 $ 44.35
common stock, no par value...... 74,400 shares (2) $ 0.81 $ 60,264 $ 15.91
common stock, no par value...... 42,800 shares (2) $ 1.07 $ 45,796 $ 12.09
common stock, no par value...... 19,740 shares (2) $ 1.75 $ 34,545 $ 9.12
common stock, no par value...... 4,760 shares (2) $ 7.12 $ 33,891 $ 8.95
common stock, no par value...... 175,000 shares (2) $ 8.25 $ 1,443,750 $ 381.15
common stock, no par value...... 163,230 shares (2) $ 4.78(3) $ 780,403(3) $ 206.03(3)
-----------------------------------------------------------------------------------------------------------------------------------
Total.................. 734,189 shares $ 4.59(average) $ 3,368,599 $ 889.31
===================================================================================================================================
</TABLE>
(1) Shares of PremierWest Bancorp's common stock issuable upon exercise of
options granted under the United Bancorp Stock Option Plan, as amended, for a
total of 254,259 shares, together with an indeterminate number of additional
shares to adjust the number of shares issuable under the plan as a result of
stock splits, stock dividends and similar changes in outstanding common stock,
as provided in Rule 416(a) under the Securities Act of 1933.
(2) Shares of PremierWest Bancorp's common stock issuable upon exercise of
options granted (totaling 316,700 shares) or that may be granted hereafter (up
to 163,230 shares) under the 1992 Combined Incentive and Non-Qualified Stock
Option Plan of Bank of Southern Oregon, together with an indeterminate number of
additional shares to adjust the number of shares issuable under the plan as a
result of stock splits, stock dividends and similar changes in outstanding
common stock, as provided in Rule 416(a) under the Securities Act of 1933.
(3) Estimated solely for the purpose of calculating the amount of the
registration fee. Consistent with Rule 457(h) under the Securities Act of 1933,
the price per share is estimated to be $4.781 based upon the closing price of
the common stock of PremierWest Bancorp on the OTC Bulletin Board on June 30,
2000.
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EXPLANATORY NOTE
On May 8, 2000 Bank of Southern Oregon became a wholly owned subsidiary
of PremierWest Bancorp. That transaction happened under the terms of the October
7, 1999 Agreement and Plan of Merger and Share Exchange, amended as of December
14, 1999, by and among Bank of Southern Oregon, PremierWest Bancorp, United
Bancorp and Douglas National Bank. Until May 8, 2000, Bank of Southern Oregon's
common stock had been registered under section 12(g) of the Securities Exchange
Act of 1934, and Bank of Southern Oregon filed periodic and other reports under
Section 13 of the Securities Exchange Act of 1934 with the Federal Deposit
Insurance Corporation. On May 9, 2000, PremierWest Bancorp filed a Form 8-K
Current Report with the Securities and Exchange Commission whereby PremierWest
Bancorp became the successor issuer to Bank of Southern Oregon under Securities
and Exchange Commission Rule 12g-3(a). The common stock of PremierWest Bancorp
thereby became registered under Section 12(g) of the Securities Exchange Act of
1934. PremierWest Bancorp has assumed Bank of Southern Oregon's reporting
obligations. PremierWest Bancorp files periodic reports and proxy statements
with the Securities and Exchange Commission.
Under the Agreement and Plan of Merger and Share Exchange, each
outstanding share of Bank of Southern Oregon common stock was acquired by
PremierWest Bancorp in exchange for one newly issued share of PremierWest
Bancorp common stock. As a result, PremierWest Bancorp became the sole
shareholder of Bank of Southern Oregon and shareholders of Bank of Southern
Oregon became shareholders of PremierWest Bancorp. Bank of Southern Oregon's
Stock 1992 Combined Incentive and Non-Qualified Stock Option Plan was assumed by
PremierWest Bancorp as part of the holding company reorganization of Bank of
Southern Oregon, with the consequence that each outstanding option granted under
Bank of Southern Oregon's Stock 1992 Combined Incentive and Non-Qualified Stock
Option Plan became an option to acquire a like number of shares of PremierWest
Bancorp common stock, exercisable on the same terms and at the same price(s).
Options to acquire 316,700 shares of common stock have been granted and are
outstanding, with exercise prices ranging from $0.81 to $8.25 per share. Options
to acquire 163,230 shares may be granted under the 1992 Combined Incentive and
Non- Qualified Stock Option Plan.
In addition to the holding company reorganization of Bank of Southern
Oregon, United Bancorp merged into PremierWest Bancorp on May 8, 2000 as well.
Under the Agreement and Plan of Merger and Share Exchange, each outstanding
share of United Bancorp common stock was converted into the right to receive
1.971 shares of PremierWest Bancorp common stock. United Bancorp's Stock Option
Plan, as amended, also was assumed by PremierWest Bancorp as part of the merger
transaction, with the consequence that each outstanding option granted under
United Bancorp's Stock Option Plan became an option to acquire PremierWest
Bancorp common stock. The number of shares acquirable upon exercise of the
United Bancorp stock options and the exercise prices were adjusted, however, by
the 1.971 merger exchange ratio. Options to acquire 129,000 shares of United
Bancorp were outstanding at the time of the merger, with exercise prices ranging
from $6.25 to $10.50 per share. As a result of the merger, these options became
the right to acquire an aggregate of 254,259 shares of PremierWest Bancorp
common stock, with exercise prices adjusted to a range of $3.17 to $5.33 per
share.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructions to Part I of Form S-8, the
information required to be set forth in Part I of Form S-8 has been omitted from
this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in this
registration statement:
(a) (i) The audited financial statements of PremierWest Bancorp for
the period from November 26, 1999 (inception) through December
31, 1999 contained in the April 5, 2000 prospectus/joint proxy
statement forming a part of PremierWest Bancorp's Form S-4
registration statement, as filed with the Securities and Exchange
Commission (File No. 333-96209) on February 4, 2000, amended
March 17, 2000 by Amendment No. 1, amended April 3, 2000 by
Amendment No. 2 and declared effective by the Securities and
Exchange Commission on April 4, 2000;
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(ii) The latest annual report of Bank of Southern Oregon for the
fiscal year ended December 31, 1999, which was filed on or before
March 30, 2000 by Bank of Southern Oregon with the Federal
Deposit Insurance Corporation on Form 10-KSB. Bank of Southern
Oregon's Form 10-KSB Annual Report is included as Exhibit 99.2 to
PremierWest Bancorp's Form 8-K Current Report filed with the
Securities and Exchange Commission on May 9, 2000 and is
incorporated herein by this reference;
(b) All other reports of Bank of Southern Oregon and PremierWest
Bancorp filed under Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1999; and
(c) The description of PremierWest Bancorp's common stock contained
under the caption "Description of PremierWest Bancorp Capital
Stock and Comparative Rights of United Bancorp and Bank of
Southern Oregon Shareholders" in the April 5, 2000
prospectus/joint proxy statement forming a part of PremierWest
Bancorp's Form S-4 registration statement, as filed with the
Securities and Exchange Commission (File No. 333-96209) on
February 4, 2000, amended March 17, 2000 by Amendment No. 1,
amended April 3, 2000 by Amendment No. 2 and declared effective
by the Securities and Exchange Commission on April 4, 2000, as
such description of common stock may be modified by the
Description of Securities in Item 4 of this Form S-8 registration
statement.
All documents subsequently filed by PremierWest Bancorp under 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
hereby 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 of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The authorized capital stock of PremierWest Bancorp consists of
20,000,000 shares of common stock and 1,000,000 shares of preferred stock. No
shares of preferred stock have been issued. As of June 29, 2000 approximately
8,581,353 shares of PremierWest Bancorp common stock are issued and outstanding,
held by approximately 443 shareholders of record.
Each outstanding share of common stock has the same relative rights and
preferences as each other share, including voting rights and the rights to net
assets of PremierWest Bancorp upon liquidation. Each outstanding share of common
stock is entitled to one vote on matters considered by shareholders. Holders of
common stock may not accumulate votes in the election or removal of directors
and are not entitled to preemptive rights.
The Board of Directors may issue authorized shares of capital stock
without further shareholder approval under certain circumstances. The terms of
the preferred stock are not definitively established in PremierWest Bancorp's
Articles of Incorporation. All shares of a series of preferred stock will have
preferences, limitations and relative rights identical to those of all the other
shares of that series.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the common stock of PremierWest Bancorp
being registered on this Form S- 8 registration statement will be passed upon by
Grady & Associates, 20950 Center Ridge Road, Suite 100, Rocky River, Ohio
44116-4307.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As an Oregon corporation, PremierWest Bancorp is subject to the Oregon
Business Corporation Act. Under the Business Corporation Act, a corporation may
indemnify its directors and officers against liability if the director or
officer acted in good faith and with a reasonable belief that his actions were
in the best interests of the corporation, or at least not adverse to the
corporation's best interests, and, in a criminal proceeding, if the individual
had no reasonable cause to believe that the conduct in question was unlawful.
Under the Business Corporation Act, a corporation may not indemnify an officer
or director against liability in connection with a claim by or in the right of
the corporation in which such officer or director was adjudged liable to the
corporation or in connection with any other proceeding in which the officer or
director was adjudged liable for receiving an improper personal benefit.
However, a corporation may indemnify against the reasonable expenses associated
with such proceeding. A corporation may not indemnify against breaches of the
duty of loyalty. The Business Corporation Act provides for
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mandatory indemnification against all reasonable expenses incurred in the
successful defense of any claim made or threatened, regardless of whether such
claim was by or in the right of the corporation, unless limited by the
corporation's Articles of Incorporation. A court may order indemnification if it
determines that the director or officer is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, regardless of whether
the director or officer met the good faith and reasonable belief standards of
conduct set out in the statute. Unless otherwise stated in the Articles of
Incorporation, officers of the corporation are also entitled to the benefit of
the above statutory provisions.
The Business Corporation Act also provides in Section 60.047 that the
corporation may, by its Articles of Incorporation, eliminate or limit the
personal liability of a director to the corporation or its shareholders for
monetary damages for conduct as a director, provided that the Articles of
Incorporation may not eliminate or limit liability for any breach of the
director's duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, any unlawful distribution,
or any transaction from which the director received an improper personal
benefit.
Consistent with Oregon law, Article VI of the Articles of Incorporation
of PremierWest Bancorp provides for the elimination of personal liability of
directors under certain circumstances, providing as follows:
"ARTICLE VI. LIMITATIONS ON LIABILITY OF DIRECTORS. No director
of the Corporation is personally liable to the Corporation or its
shareholders for monetary damages for conduct as a director, except
for the following:
(a) Any breach of the director's duty of loyalty to the
Corporation or its shareholders;
(b) Acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law;
(c) Any distribution to shareholders that is unlawful under the
Oregon Business Corporation Act or successor statute; or
(d) Any transaction from which the director derived an improper
personal benefit.
"This Article does not limit or eliminate the liability of a
director for any act or omission occurring before the effective date
of this Article.
"No amendment to or repeal of this Article may make any director
of the Corporation personally liable to the Corporation or its
shareholders for monetary damages for any act or omission as a
director occurring before the effective date of that amendment or
repeal.
"This Article is intended to limit the liability of any director
of the Corporation to the greatest extent authorized under the Oregon
Business Corporation Act. Any further limitation on the liability of
directors authorized under any amendment to the Oregon Business
Corporation Act is incorporated into this Article on the effective
date of that amendment."
The Articles of Incorporation of PremierWest Bancorp also provide in
Article VII for indemnification of directors and officers, as follows:
"ARTICLE VII. INDEMNIFICATION
"A. NON-DERIVATIVE ACTIONS. Subject to the provisions of Sections
C, E and F below, the Corporation shall indemnify any person who was
or is a party to or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil,
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criminal, administrative, or investigative, (including all appeals)
(other than an action by or in the right of the Corporation) by reason
of or arising from the fact that the person is or was a director or
officer of the Corporation or one of its subsidiaries, or is or was
serving at the request of the Corporation as a director, officer,
partner, or trustee of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, against reasonable expenses (including attorney's fees),
judgments, fines, penalties, excise taxes assessed with respect to any
employee benefit plan and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with
such action, suit or proceeding if the person acted in good faith, did
not engage in intentional misconduct, and, with respect to any
criminal action or proceeding, did not know the conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nol contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith or, with respect to any criminal action or
proceeding, that the person knew that the conduct was unlawful.
"B. DERIVATIVE ACTIONS. Subject to the provisions of Sections C,
E and F below, the Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action or suit (including all appeals) by or in
the right of the Corporation to procure a judgment in its favor by
reason of or arising from the fact that the person is or was a
director or officer of the Corporation or one of its subsidiaries, or
is or was serving at the request of the Corporation as a director,
officer, partner, or trustee of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against reasonable expenses (including attorney's
fees) actually incurred by the person to be indemnified in connection
with the defense or settlement of such action or suit if the person
acted in good faith, provided, however that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for deliberate misconduct
in the performance of that person's duty to the Corporation, for any
transaction in which the person received an improper personal benefit,
for any breach of the duty of loyalty to the Corporation, or for any
distribution to shareholders which is unlawful under the Oregon
Business Corporation Act, or successor statute, unless and only to the
extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
"C. DETERMINATION OF RIGHT TO INDEMNIFICATION IN CERTAIN CASES.
Subject to the provisions of Sections E and F below, indemnification
under Section A and B of this Article shall not be made by the
Corporation unless it is expressly determined that indemnification of
the person who is or was an officer or director, or is or was serving
at the request of the Corporation as a director, officer, partner, or
trustee of another foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, is proper
in the circumstances because the person has met the applicable
standard of conduct set forth in Sections A or B. That determination
may be made by any of the following:
(a) By the Board of Directors by majority vote of a quorum
consisting of directors who are not or were not parties to
the action, suit or proceeding;
(b) If a quorum cannot be obtained under paragraph (a) of this
subsection, by majority vote of a committee duly designated
by the Board of Directors consisting solely of two or more
directors not at the time parties to the action, suit or
proceeding (directors who are parties to the action, suit or
proceeding may participate in designation of the committee);
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(c) By special legal counsel selected by the Board of Directors
or its committee in the manner prescribed in (a) or (b) or,
if a quorum of the Board of Directors cannot be obtained
under (a) and a committee cannot be designated under (b) the
special legal counsel shall be selected by majority vote of
the full Board of Directors, including directors who are
parties to the action, suit or proceeding;
(d) If referred to them by Board of Directors of the Corporation
by majority vote of a quorum (whether or not such quorum
consists in whole or in part of directors who are parties to
the action, suit or proceeding), by the shareholders; or
(e) By a court of competent jurisdiction.
"D. INDEMNIFICATION OF PERSONS OTHER THAN OFFICERS OR DIRECTORS.
Subject to the provisions of Section F, if any person not entitled to
indemnification under Sections A and B of this Article was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding of a type referred to in
Sections A or B of this Article by reason of or arising from the fact
that such person is or was an employee or agent (including an
attorney) of the Corporation or one of its subsidiaries, or is or was
serving at the request of the Corporation as an employee or agent
(including an attorney) of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, the Board of Directors of the Corporation by a majority
vote of a quorum (whether no not such quorum consists in whole or in
part of directors who were parties to such action, suit or proceeding)
or the shareholders of the Corporation by a majority vote of the
outstanding shares upon referral to them by the Board of Directors of
the Corporation by a majority vote of a quorum (whether or not such
quorum consists in whole or in part of directors who were parties to
such action, suit or proceeding) may, but shall not be required to,
grant to such person a right of indemnification to the extent
described in Sections A or B of this Article as if the person were
acting in a capacity referred to therein, provided that such person
meets the applicable standard of conduct set forth in such Sections.
Furthermore, the Board of Directors may designate by resolution in
advance of any action, suit or proceeding, those employees or agents
(including attorneys) who shall have all rights of indemnification
granted under Sections A and B of this Article.
"E. SUCCESSFUL DEFENSE. Notwithstanding any other provision of
Sections A, B, C, or D of this Article, but subject to the provisions
of Section F, to the extent a director, officer, or employee is
successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Sections A, B or D of this Article, or in
defense of any claim, issue or matter therein, that person shall be
indemnified against expenses (including attorneys fees) actually and
reasonable incurred by him in connection therewith.
"F. CONDITION PRECEDENT TO INDEMNIFICATION UNDER SECTIONS A, B, D
OR E. Any person who desires to receive the benefits otherwise
conferred by Sections A, B D or E of the Article shall promptly notify
the Corporation that the person has been named a defendant to an
action, suit or proceeding of a type referred to in Sections A, B, D,
or E and intends to rely upon the right of indemnification described
in Sections A, B, D or E of this Article. The notice shall be in
writing and mailed, via registered or certified mail, return receipt
requested, to the President of the Corporation at the executive
offices of the Corporation or, if the notice is from the President, to
the registered agent of the Corporation. Failure to give the notice
required hereby shall entitle the Board of Directors of the
Corporation by a majority vote of a quorum (consisting of directors
who, insofar as indemnity of officers or directors is concerned, were
not parties to such action, suit or proceeding, but who, insofar as
indemnity of employees or agents is concerned, may or may not have
been parties) or, if referred to them by the Board of Directors of the
Corporation by a
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majority vote of a quorum (consisting of directors who, insofar as
indemnity of officers or directors in concerned, were not parties to
such action, suit or proceeding, but who, insofar as indemnity of
employees or agents is concerned, may or may not have been parties),
the shareholders of the Corporation by a majority of the votes
entitled to be cast by holders of shares of the Corporation's stock
which have unlimited voting rights to make a determination that such a
failure was prejudicial to the Corporation in the circumstances and
that, therefore, the right to indemnification referred to in Sections
A, B or D of this Article shall be denied in its entirety or reduced
in amount.
"G. ADVANCES FOR EXPENSES. Expenses incurred by a person
indemnified hereunder in defending a civil, criminal, administrative
or investigative action, suit or proceeding (including all appeals) or
threat thereof, may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such expenses if
it shall ultimately be determined that the person is not entitled to
be indemnified by the Corporation and a written affirmation of the
person's good faith belief that he or she has met the applicable
standard of conduct. The undertaking must be a general personal
obligation of the party receiving the advances but need not be secured
and may be accepted without reference to financial ability to make
repayment.
"H. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation or one of its subsidiaries or is
or was serving at the request of the Corporation as a director,
officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise against any liability asserted
against and incurred by that person in any such capacity, or arising
out of his status as such, whether or not the Corporation would have
the power to indemnify that person against such liability under the
provisions of this Article or under the Oregon Business Corporation
Act.
"I. PURPOSE AND EXCLUSIVITY. The indemnification referred to in
the various Sections of this Article shall be deemed to be in addition
to and not in lieu of any other rights to which those indemnified may
be entitled under any stature, rule of law or equity, agreement, vote
of the shareholders or Board of Directors or otherwise. The
Corporation is authorized to enter into agreements of indemnification.
The purpose of this Article is to augment the provisions of the Oregon
Business Corporation Act dealing with indemnification.
"J. SEVERABILITY. If any of the provisions of this Article are
found, in any action, suit or proceeding, to be invalid or
ineffective, the validity and the effect of the remaining provisions
shall not be affected."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
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(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; 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 information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by PremierWest Bancorp under Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this 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 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.
C. 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 Securities Act
of 1933 and is, therefore, unenforceable. If 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 Securities Act of 1933 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, PremierWest
Bancorp, 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 Medford, State of Oregon, on this 6th
day of July, 2000.
PREMIERWEST BANCORP
By: /s/ John L. Anhorn
--------------------------------
John L. Anhorn, President and
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints John
L. Anhorn, Richard R. Hieb and Bruce R. McKee, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, as attorneys or attorney of the undersigned, to execute and file
under the Securities Act of 1933 a registration statement on Form S-8 for the
offer and sale of shares of common stock, without par value, of PremierWest
Bancorp, and any and all amendments and exhibits thereto, including pre- and
post-effective amendments, and any and all applications or other documents to be
filed with the Securities and Exchange Commission, the National Association of
Securities Dealers, Inc. and any state securities agency or agencies pertaining
to registration or qualification of the shares of common stock of PremierWest
Bancorp or the offer and sale thereof, with full power and authority to do and
perform any and all acts and things whatsoever necessary, appropriate or
desirable to be done in the premises, or in the name, place and stead of the
said person, hereby ratifying and approving the acts of said attorneys and any
of them and any such substitute.
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.
<TABLE>
<S> <C>
/s/ John L. Anhorn July 6, 2000
---------------------------------------------------------------
John L. Anhorn, President, Chief Executive Officer and Director
/s/ Bruce R. McKee July 6, 2000
---------------------------------------------------------------
Bruce R. McKee (Principal Financial and Accounting Officer)
/s/ Thomas Becker July 6, 2000
---------------------------------------------------------------
Thomas Becker, Director
/s/ John A. Duke July 6, 2000
--------------------------------------------------------------
John A. Duke, Chairman of the Board and Director
/s/ Dennis N. Hoffbuhr July 6, 2000
--------------------------------------------------------------
Dennis N. Hoffbuhr, Director
/s/ Patrick G. Huycke July 6, 2000
--------------------------------------------------------------
Patrick G. Huycke, Vice Chairman and Director
/s/ Peter A. Martini July 6, 2000
--------------------------------------------------------------
Peter A. Martini, Director
/s/ James L. Patterson July 6, 2000
--------------------------------------------------------------
James L. Patterson, Director
/s/ Rickar D. Watkins July 6, 2000
--------------------------------------------------------------
Rickar Watkins, Director
</TABLE>
II-9
<PAGE> 10
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4 Specimen common stock certificate (included as Exhibit 4 to
PremierWest Bancorp's Form S-4 registration statement,
Amendment No. 1 filed on March 17, 2000 (Securities and
Exchange Commission File Number 333-96209), and
incorporated herein by this reference)
* 5 Opinion of Grady & Associates regarding legality
* 23.1 Consent of Symonds, Evans & Larson, P.C. (relating to the
audited financial statements of the registrant and Bank of
Southern Oregon)
* 23.2 Consent of Kosmatka Donnelly & Co. LLP (relating to the
audited financial statements of Bank of Southern Oregon)
* 23.4 Consent of Grady & Associates (included in Exhibit 5)
24 Power of Attorney (included on the signature page of this
Form S-8 registration statement)
99.1 1992 Combined Incentive and Non-Qualified Stock Option Plan
of Bank of Southern Oregon (included as Exhibit 10.1 to
PremierWest Bancorp's Form S-4 registration statement filed
on February 4, 2000 (Securities and Exchange Commission File
Number 333-96209) and incorporated herein by this reference)
* 99.2 United Bancorp Stock Option Plan, as amended
----------------
* Filed herewith
II-10
