<PAGE>
As filed with the Securities and Exchange Commission on September 24, 1999.
REGISTRATION NO.________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------
CITY NATIONAL CORPORATION
(Exact Name of Registrant as specified in its charter)
Delaware 95-2568550
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
400 North Roxbury Drive
Beverly Hills, California 90210
(Address of Principal Executive Offices) (Zip Code)
CITY NATIONAL CORPORATION -- 1999 OMNIBUS PLAN
(Full title of the plan)
Arthur G. Spence, Assistant Secretary
City National Bank
400 North Roxbury Drive
Beverly Hills, California 90210
(Name and address of agent for service)
310-888-6260
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share Price Fee
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 Par Value 3,500,000(1) $31.69-$38.38(2) $115,289,594 $32,053
- ----------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(b) under the Securities Act of 1933
as amended (the "Securities Act"), this registration statement also covers an
indeterminate number of additional shares that may become issuable pursuant
to the anti-dilution adjustment provisions of the Plan.
(2) Based on 1) the average of the high and low price of the common stock
($31.6875) of the Registrant on the New York Stock Exchange on September 21,
1999 for 2,627,100 shares; 2) options granted on April 21, 1999 846,400 at
$36.6875; on June 23, 1999 7000 at $38.3750; on June 28, 1999 13,000 at
$37.5625; on July 1, 1999 3,000 at $38.0000; on July 19, 1999 1,000 at
$34.8125; on August 23, 1999 2,500 at $34.1250. Provided pursuant to Rule
457 solely for purposes of calculating the registration fee.
----------
Approximate date of proposed sale: From time to time after effective date of
Registration Statement.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Certain Documents by Reference.
The Registrant, City National Corporation, hereby incorporates into
this Registration Statement by reference the following documents, which have
been filed by the Registrant with the SEC:
(a) The Registrant's latest annual report on Form 10-K for the year
ended December 31, 1998, filed pursuant to Section 13 of the
Securities Exchange Act of 1934;
(b) The Registrant's quarterly report on Form 10-Q for the quarter
ended March 31, 1999 and June 30, 1999, filed pursuant to
Section 13 of the Securities Exchange Act of 1934; and
(c) The description of the Registrant's common stock which is
contained in the Registration Statement on Form 8-A filed on
April 20, 1990, by the Registrant under Section 12 of the
Securities Exchange Act of 1934.
All documents subsequently filed by the Registrant with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicate that all securities offered have been sold or which deregister
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The financial statements incorporated into this Prospectus by
reference to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, have been so incorporated in reliance on the report of
KPMG LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The legality of the securities offered hereby has been passed upon
by Arthur G. Spence. Mr. Spence is Assistant Secretary of the Registrant and
Senior Vice President, Acting General Counsel and Assistant Secretary of City
National Bank, a wholly owned subsidiary of the Registrant. Mr. Spence was
deemed to be the beneficial owner of 8,320 shares of the common stock
(including those options exercisable within 60 days) and is eligible to
receive additional options as an employee of the Registrant.
Item 6. Indemnification of Directors and Officers.
As authorized by Section 145 of the Delaware General Corporation
Law, the Registrant's Certificate of Incorporation provides that the
Registrant shall indemnify officers and directors of the Registrant against
claims and expenses by reason of the fact that any such person is or was an
officer or director of the Registrant, provided certain requirements are
satisfied and upon the approval of the
2
<PAGE>
Registrant's Board of Directors. The Registrant carries an insurance policy
which covers directors and officers for such liabilities associated therewith.
Section 145 of the Delaware Statute permits indemnification in cases
when a director or officer has been successful in defending any claim or
proceeding and permits indemnification, even if a director or officer has not
been successful, in cases when the director or officer acted in good faith
and in a manner that he reasonably believed was in, or not opposed to, the
best interest of the corporation. To be indemnified with respect to criminal
proceedings, the director or officer must also have had no reasonable cause
to believe that his conduct was unlawful. In the case of a claim by a third
party (that is, a party other than the corporation), the Delaware Statute
permits indemnification for judgments, fines, and amounts paid in settlement,
as well as expenses. In the case of a claim by or in the right of the
corporation (including stockholder derivative suits), indemnification under
the Delaware Statute is limited to expenses, but does not cover judgments or
amounts paid in settlement, and no indemnification of expenses is permitted
if the director or officer is adjudged liable to the corporation, unless a
court determines that, despite such adjudication, but in view of all the
circumstances, such indemnification is nonetheless proper. The Delaware
Statute also permits the advancement of expenses to directors and officers
upon receipt by the corporation of an undertaking to repay all amounts so
advanced if it is ultimately determined that the director or officer has not
met the applicable standard of conduct and is, therefore, not entitled to be
indemnified.
The Restated Certificate of Incorporation Seventh of City National
Corporation generally provides that, subject to certain limitations, each
person who was or is made a party or is threatened to be made a party to or
is involved in any threatened, pending, or completed legal action, suit or
proceeding whether civil, criminal, administrative, or investigative by
reason of the fact that he is or was a director or officer of City National
Corporation is or was serving at the request of the Corporation as a director
or officer of another corporation or in any capacity with respect to an
employee benefit plan, shall be indemnified and held harmless by the
Corporation, to the full extent authorized by the Delaware Statute, against
all expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
therewith, provided that such proceeding was authorized by the Board of
Directors. Such indemnification shall continue as to a person who has ceased
to be a director. Seventh also provides that City National Corporation may
pay the expenses incurred in defending any such proceeding in advance of its
final disposition upon delivery to City National Corporation of an
undertaking, by or on behalf of such director or officer to repay such
amounts so advanced if it shall ultimately be determined that such person is
not entitled to be indemnified under Seventh. By action of the Board of
Directors, City National Corporation is authorized to provide comparable
indemnification to employees and agents.
Both the Delaware Statute and the Restated Certificate of
Incorporation Seventh of City National Corporation specifically state that
their indemnification provisions shall not be deemed exclusive of any other
indemnity rights a director may have. City National Corporation has entered
into Indemnification Agreements with each of its directors that are intended
to assure the directors that they will be indemnified to the fullest extent
permitted by Delaware law.
Section 145 of the Delaware Statute permits a corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such. Under an insurance policy maintained by
City National Corporation, City National Corporation is insured for certain
amounts that it may be obligated to pay directors and officers by way of
indemnity, and each such director and officer is insured against certain
losses that he may incur by reason of his being a director or officer and for
which he is not indemnified by City National Corporation.
3
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the Securities Act), may be permitted to
directors, officers or persons controlling City National Corporation
pursuant to the foregoing provisions, City National Corporation has been
informed 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 Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Arthur G. Spence and consent.
23.1 Consent of KPMG LLP.
99.1 1999 Omnibus Plan (incorporated by reference to Exhibit "A" of
the Registrant's Proxy Statement dated March 18, 1999).
Item 9. Undertakings.
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. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deficiencies from the low or high end 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% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
4
<PAGE>
(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, 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 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.
(4) 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.
(5) That, 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.
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Beverly Hills, State
of California, on September 22, 1999.
CITY NATIONAL CORPORATION
Registrant
By: /s/ Russell Goldsmith
-----------------------
Russell Goldsmith, Vice Chairman
and Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints RUSSELL GOLDSMITH, FRANK P. PEKNY and
ARTHUR G. SPENCE, and each of them, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution for him and in
his name, 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 each and every act and thing
requisite and necessary to be done in and about the premises, as fully 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.
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>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ Russell Goldsmith Vice Chairman and Chief
- ---------------------------------- Executive Officer and Director September 22, 1999
RUSSELL GOLDSMITH (Principal Executive Officer)
/s/ Frank P. Pekny Chief Financial Officer and
- ---------------------------------- Treasurer September 22, 1999
FRANK P. PEKNY (Principal Financial Officer)
/s/ Stephen D. McAvoy Controller September 22, 1999
- ---------------------------------- (Principal Accounting Officer)
STEPHEN D. MCAVOY
/s/ George H. Benter, Jr.
- ---------------------------------- President and Director September 22, 1999
GEORGE H. BENTER, JR.
/s/ Richard L. Bloch
- ---------------------------------- Director September 22, 1999
RICHARD L. BLOCH
/s/ Stuart D. Buchalter
- ---------------------------------- Director September 22, 1999
STUART D. BUCHALTER
/s/ Ezuniel Burts
- ---------------------------------- Director September 22, 1999
EZUNIEL BURTS
/s/ Bram Goldsmith Chairman of the Board and
- ---------------------------------- Director September 22, 1999
BRAM GOLDSMITH
- ---------------------------------- Director September __, 1999
BARRY M. MEYER
/s/ Michael L. Meyer
- ---------------------------------- Director September 22, 1999
MICHAEL L. MEYER
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
- ---------------------------------- Director September __, 1999
CHARLES E. RICKERSHAUSER, JR.
- ---------------------------------- Director September __, 1999
EDWARD SANDERS
/s/ Andrea Van de Kamp
- ---------------------------------- Director September 22, 1999
ANDREA VAN DE KAMP
/s/ Kenneth Ziffren
- ---------------------------------- Director September 22, 1999
KENNETH ZIFFREN
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE NO.
<S> <C> <C>
5.1 Opinion of Arthur G. Spence, and 9
Consent
23.1 Consent of KPMG LLP 10
24.1 Power of Attorney for Directors (on
signature page)
99.1 1999 Omnibus Plan (incorporated by
reference to Exhibit "A" to the
Registrant's Proxy Statement dated
March 18, 1999).
</TABLE>
8
\<PAGE>
[CITY NATIONAL BANK LOGO]
LEGAL DEPARTMENT
400 NORTH ROXBURY DRIVE
BEVERLY HILLS, CALIFORNIA 90210-5021
(310) 888-6250
FAX (310) 888-6232
ARTHUR G. SPENCE email: [email protected]
Senior Vice President and direct dial: (310) 888-6260
Assistant General Counsel
September 22, 1999
City National Corporation
400 North Roxbury Drive
Beverly Hills, CA 90210
RE: AUTHORIZATION OF 3,500,000 SHARES OF
CITY NATIONAL CORPORATION COMMON STOCK, $1.00 PAR VALUE,
PURSUANT TO CITY NATIONAL CORPORATION 1999 OMNIBUS PLAN
Gentlemen:
As counsel to City National Corporation, I have made such inquiries and
reviewed such documents as I have deemed necessary, including without
limitation, the following:
(a) Certificate of Incorporation of City National Corporation, as
amended to date.
(b) By-laws of City National Corporation, as amended to date.
(c) Minutes of the Meeting of the Board of Directors of City National
Corporation, held on March 11, 1999.
(d) Minutes of the Annual Meeting of Shareholders of City National
Corporation, held on April 21, 1999.
(e) City National Corporation 1999 Omnibus Plan, as amended to date.
Based upon the foregoing, I am of the opinion that up to 3,500,000
shares of City National Corporation common stock, $1.00 par value, to be
issued pursuant to the City National Corporation 1999 Omnibus Plan, will,
when sold, be legally issued, fully paid and not assessable.
I hereby consent to the use of this opinion as an Exhibit to City
National Corporation's Registration Statement on Form S-8, and to the
reference to me as Counsel for the Corporation under the caption "Interests
of Named Experts and Counsel" in the Prospectus.
Very truly yours,
/s/ Arthur G. Spence
--------------------------
Arthur G. Spence
9
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
City National Corporation:
We consent to incorporation by reference in this Registration Statement on
Form S-8 of City National Corporation of our report, dated January 14, 1999,
relating to the consolidated financial statements of City National
Corporation and its subsidiaries as of December 31, 1998 and 1997, and for
each of the years in the three-year period ended December 31, 1998, which
report appears in the December 31, 1998, annual report on Form 10-K of City
National Corporation incorporated herein by reference.
/s/ KPMG LLP
--------------------------
KPMG LLP
Los Angeles, California
September 22, 1999
