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Registration No. 333-
As filed with the Securities and Exchange Commission on December 21, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CENTRAL VALLEY COMMUNITY BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0539125
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
600 POLLASKY AVENUE, CLOVIS, CALIFORNIA 93612
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
CENTRAL VALLEY COMMUNITY BANCORP
2000 STOCK OPTION PLAN
(Full Title of the Plan)
DANIEL J. DOYLE, PRESIDENT AND CHIEF EXECUTIVE OFFICER
600 POLLASKY AVENUE, CLOVIS, CALIFORNIA 93612
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(559) 298-1775
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPY TO:
STEVEN M. PLEVIN, 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 257,362 Shares $13.34 $3,433,209 $906.37
(No Par Value)
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(a) The number of shares being registered is the number of shares reserved for
issuance under the Central Valley Community Bancorp 2000 Option Plan.
(b) Pursuant to Rule 457(h)(1) the Registration Fee was computed on the basis of
the book value of the shares of Clovis Community Bank as of September 30, 2000.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant, Central Valley Community Bancorp, 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.
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.
Central Valley Community Bancorp ("Central Valley") 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, as amended (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 Current Report on Form 8-K, filed with the Securities and
Exchange Commission on November 16, 2000.
(b) Registrant's Registration Statement on Form S-8 no. 333-50276, filed
with the Securities and Exchange Commission on November 17, 2000, to
register shares of Central Valley common stock for issuance upon
exercise of stock options outstanding under the Clovis Community Bank
1992 Stock Option Plan. Exhibit 13 to the Registration Statement on
Form S-8 filed on November 17, 2000 is the Clovis Community Bank 1999
Annual Report to Shareholders.
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.
Registrant's common stock is registered under Section 12(g) of the Exchange Act,
and Registrant's Registration Statement on Form S-8, Registration Number
333-50276 dated November 17, 2000, includes the required description of
Registrant's common stock.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Refer to Registrant's Registration Statement on Form S-8, Registration Number
333-50276 dated November 17, 2000, for a description of indemnification provided
to directors and officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion re: Legality
13 Clovis Community Bank 1999 Annual Report to Shareholders (1)
23.1 Consent of Counsel is included with the opinion re legality as
Exhibit 5.1 to the Registration Statement.
23.2 Consent of Perry-Smith LLP
24.1 Power of attorney
99.1 Central Valley Community Bancorp 2000 Stock Option Plan
(1) Filed with the Securities and Exchange Commission as Exhibit 13 to
Registration Statement No. 333-50276 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;
(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;
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(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 Clovis, California, on
December 20, 2000.
CENTRAL VALLEY COMMUNITY BANCORP
/s/ Daniel J. Doyle
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Daniel J. Doyle, President & CEO
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/ Daniel J Doyle Director, Principal Executive December 20, 2000
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Daniel J. Doyle
* David E. Cook, Director December 20, 2000
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David E. Cook
* Sidney B. Cox Director December 20, 2000
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Sidney B. Cox
* Daniel N. Cunningham Director December 20, 2000
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Daniel N. Cunningham
* Steven D. Mcdonald Director December 20, 2000
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Steven D. McDonald
* Louis Mcmurray Director December 20, 2000
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Louis McMurray
* Wanda Lee Rogers Director December 20, 2000
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Wanda Lee Rogers
* William S. Smittcamp Director December 20, 2000
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William S. Smittcamp
* Yoshito Takahashi Director December 20, 2000
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Yoshito Takahashi
* Joseph B. Weirick Director December 20, 2000
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Joseph B. Weirick
Principal Accounting Officer
---------------------------------- and Principal Financial Officer
Gayle Graham
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* By: /s/ Daniel J. Doyle
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Daniel J. Doyle, as ATTORNEY-IN-FACT.
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion re: Legality
13 Clovis Community Bank 1999 Annual Report to Shareholders(1)
23.1 Consent of Counsel is included with the opinion re legality as Exhibit
5.1 to the Registration Statement.
23.2 Consent of Perry-Smith LLP
24. Power of attorney
99.1 Central Valley Community Bancorp 2000 Stock Option Plan
(1) Filed with the Securities and Exchange Commission as Exhibit 13 to
Registration Statement No. 333-50276 and incorporated herein by reference.
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