AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2000
REGISTRATION NO. 333-___________
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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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AMERICAN RIVER HOLDINGS
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 68-0352144
(STATE OR OTHER JURISDICTION OF ( I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1545 RIVER PARK DRIVE, SUITE 107, SACRAMENTO, CALIFORNIA 95815
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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AMERICAN RIVER HOLDINGS 1995 AND 2000 STOCK OPTION PLANS
(FULL TITLE OF THE PLAN)
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DAVID T. TABER, PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN RIVER HOLDINGS
1545 RIVER PARK DRIVE, SUITE 107, SACRAMENTO, CALIFORNIA 95815
(NAME AND ADDRESS OF AGENT FOR SERVICE)
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(916) 565-6100
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, NO PAR VALUE 679,634(1) $13.625(2) $9,260,013(2) $2,444.64
======================================================================================================================
</TABLE>
1 ISSUABLE UPON EXERCISE OF OPTIONS TO BE GRANTED UNDER THE AMERICAN
RIVER HOLDINGS 1995 AND 2000 STOCK OPTION PLANS.
2 ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE REGISTRATION FEE,
BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMMON STOCK
ON OCTOBER 31, 2000, PURSUANT TO RULE 457(h).
THIS REGISTRATION STATEMENT, INCLUDING EXHIBITS, CONSISTS OF 9
SEQUENTIALLY NUMBERED PAGES. THE EXHIBIT INDEX IS LOCATED AT PAGE 7.
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ITEM 1. PLAN INFORMATION
The Registrant, American River Holdings, will send or give the
documents containing the information specified in this Item 1 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 of 1933.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will send or give the documents containing the
information specified in this 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 of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference:
(a) Registrant's Rule 424(b)(3) prospectus dated August 10, 2000 to
Registration Statement on Form S-4, No. 333-36326, filed with the Commission.
(b) All other reports filed by the registrant under Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since August 10, 2000.
(c) Description of the registrant's common stock under the heading
"DESCRIPTION OF AMERICAN RIVER HOLDINGS CAPITAL STOCK" on page 149 of
Registrant's Rule 424(b)(3) prospectus dated August 10, 2000 to Registration
Statement on Form S-4, No. 333-36326, filed with the Commission.
All documents later filed by the registrant under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and before the registrant files a
post-effective amendment which indicates that all securities have been sold, or
which deregisters all securities that have not been sold, will be incorporated
by reference and will be a part of this filing from the date each such document
was filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the registrant. The Articles
of Incorporation and Bylaws of the registrant permit indemnification of
directors and officers to the maximum extent permitted by California law. The
registrant has in effect director and officer liability insurance policies
indemnifying the registrant and the officers and directors of the registrant and
officers and directors of the registrant's subsidiaries within specific limits
for certain liabilities incurred by reason of their being or having been
directors or officers. The registrant pays the entire premium for these
policies.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See the Index to Exhibits, which is incorporated in this item 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 (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) 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 (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 registrant 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 the
offering of such securities at that time shall be deemed to be the initial bona
fide offering.
(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.
3
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(h) 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 provisions described in Item 6, 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 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.
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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 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 Sacramento, State of California, on October 31,
2000.
AMERICAN RIVER HOLDINGS
(Registrant)
By /s/ DAVID T. TABER
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David T. Taber
President and
Chief Executive Officer
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.
Date: October 31, 2000 /s/ DAVID T. TABER
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David T. Taber, President and Chief Executive Officer
Date: October 31, 2000 /s/ MITCHELL A. DERENZO
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Mitchell A. Derenzo, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David T. Taber and Mitchell A. Derenzo,
and each or any one of them, his true and lawful attorney-in-fact and agent,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue hereof.
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Date: October 31, 2000 /s/ JAMES O. BURPO
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James O. Burpo, Director
Date: October 31, 2000 /s/ CHARLES D. FITE
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Charles D. Fite, Director
Date: October 31, 2000 /s/ SAM J. GALLINA
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Sam J. Gallina, Chairman and Director
Date: October 31, 2000 /s/ WAYNE C. MATTHEWS, M.D.
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Wayne C. Matthews, M.D., Director
Date: October 31, 2000 /s/ DAVID T. TABER
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David T. Taber, President, Chief Executive Officer
and Director
Date: October 31, 2000 /s/ MARJORIE G. TAYLOR
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Marjorie G. Taylor, Director
Date: October 31, 2000 /s/ ROGER J. TAYLOR
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Roger J. Taylor, D.D.S., Director
Date: October 31, 2000 /s/ STEPHEN H. WAKS
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Stephen H. Waks, Director
Date: October 31, 2000 /s/ WILLIAM L. YOUNG
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William L. Young, Director
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INDEX OF EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
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5.1 Opinion of Coudert Brothers 8
23.1 Consent of Coudert Brothers (Included in Exhibit 5.1)
23.2 Consent of Perry-Smith LLP 9
24.1 Power of Attorney (See signature pages 4 and 5)
99.1 American River Holdings 1995 Stock Option Plan
incorporated by reference from Exhibit 10.6 to
registrant's Registration Statement on Form S-4,
No. 333-36326, filed with the Commission.
99.2 American River Holdings 2000 Stock Option Plan
incorporated by reference from registrant's
Rule 424(b)(3) prospectus to Registration Statement
on Form S-4, No. 333-36326, filed with the Commission.
7
