<PAGE>
As filed with the Securities and Exchange Commission on February 1, 1995.
Registration No. 33-57033
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
California 6025 94-2156203
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
________________
1108 Fifth Avenue, San Rafael, California 94901, (415) 257-8000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
________________
DAVID L. PAYNE
Chairman, President and Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901
(415) 257-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
________________
Copies to:
JONATHAN D. JOSEPH, ESQ. JAMES E. TOPINKA, ESQ.
GABRIELLA A. LOMBARDI, ESQ. LAWRENCE B. LOW, ESQ.
Pillsbury Madison & Sutro Pettit & Martin
P.O. Box 7880 101 California Street
San Francisco, California 94120-7880 San Francisco, California 94111
(415) 983-1000 (415) 434-4000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
________________
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to
directors, officers, employees and other agents of the corporation
("Agents") in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including reimbursement for
expenses incurred) arising under the Securities Act of 1933, as amended.
Article VII of the Registrant's Restated Articles of Incorporation,
as amended, authorizes the Registrant to indemnify its Agents, through
bylaw provisions, agreements, votes of shareholders or disinterested
directors or otherwise, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to
the applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the
Registrant and its shareholders. Article VII also authorizes the
Registrant to provide insurance for Agents provided that, in cases where
the Registrant owns all or a portion of the shares of the company issuing
the insurance policy, such company and/or the policy must meet certain
conditions set forth in Section 317. Article V of the Registrant's Bylaws
provides for mandatory indemnification of each director of the Registrant
except as prohibited by law.
The Registrant maintains a directors' and officers' liability
insurance policy that indemnifies the Registrant's directors and officers
against certain losses in connection with claims made against them for
certain wrongful acts. In addition, the Registrant has entered into
separate indemnification agreements with its directors and officers that
require the Registrant, among other things, (i) to maintain directors' and
officers' insurance in reasonable amounts in favor of such individuals,
and (ii) to indemnify them against certain liabilities that may arise by
reason of their status or service as Agents of the Registrant to the
fullest extent permitted by California law.
Item 21. Exhibits and Financial Statement Schedules.
Note: Exhibits marked with a + are incorporated by reference to the
Registrant's Registration Statement on Form S-4 (No. 33-52146). Each such
Exhibit had the number in parentheses immediately following the
description of the Exhibit herein. Exhibits marked with a * have been
previously filed.
(A) Exhibits.
Exhibit
Number
-------
2.1 Agreement and Plan of Reorganization among the Registrant and
CapitolBank, dated as of November 17, 1994 (included as Annex
A to the Proxy Statement/Prospectus (without certain
exhibits)).
3(i)* Restated Articles of Incorporation of Registrant.
3(ii)* Composite By-laws of Registrant.
4.1+ Specimen of the Registrant's Common Stock certificate with
Rights Legend. (4.1)
4.2+ Amended and Restated Rights Agreement, dated as of September
28, 1989, between the Registrant and Bank of America, NT&SA,
as amended by the Appointment and Acceptance Agreement, dated
as of May 25, 1992, between the Registrant and Chemical Trust
Company of California. (4.2)
4.3 The Registrant and certain of its consolidated subsidiaries
have outstanding certain long-term debt. None of such debt
exceeds 10% of the total assets of the Registrant and its
consolidated subsidiaries; therefore, copies of the
constituent instruments defining the rights of the holders of
such debt are not included as exhibits to this Registration
Statement. The Registrant agrees to furnish copies of such
instruments to the SEC upon request.
5.1* Opinion of Pillsbury Madison & Sutro.
II-1
<PAGE>
Exhibit
Number
-------
10.1 Stock Option Agreement, dated as of November 17, 1994,
between the Registrant and CapitolBank (included as Annex D
to the Proxy Statement/Prospectus).
23.1 Consent of KPMG Peat Marwick LLP (Westamerica) (see Page II-6).
23.2 Consent of KPMG Peat Marwick LLP (CapitolBank) (see Page II-7).
23.3 Consent of Arthur Andersen LLP (CapitolBank) (see Page II-8).
23.4* Consent of Pillsbury Madison & Sutro (included in Exhibit
5.1).
23.5* Consent of Hoefer & Arnett Incorporated.
23.6* Consent of Smith & Crowley Inc.
23.7* Consent of Grant Thornton (PV Financial).
23.8 Consent of Arthur Andersen LLP (North Bay Bancorp).
23.9 Consent of Arthur Andersen LLP.
99.1* Form of proxy to be used in soliciting shareholders of
CapitolBank for its Special Meeting.
(B) Financial Statement Schedules: Not applicable.
Item 22. Undertakings.
(1) The undersigned Registrant hereby undertakes: (a) 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; (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; (b) 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;
(c) 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.
(2) 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.
(3) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain information called for by the
applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other Items of the applicable form.
(4) The Registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (3) immediately preceding, or (ii) that
purports to meet the requirements of section 10(a)(3) of the Securities
Act of 1933 and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the
registration statement and will not be used until such amendment is
effective, and that, for purposes 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.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Rafael, State of California, on the 31st day of January,
1995.
WESTAMERICA BANCORPORATION
By /s/ David L. Payne
-------------------------------------
David L. Payne
Chairman, President and
Chief Executive Officer
Pursuant to the requirement of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
----------- ----- ----
<S> <C> <C>
* Director January 31, 1995
- --------------------------------
Etta Allen
* Executive Vice President January 31, 1995
- -------------------------------- and Chief Financial
James M. Barnes Officer (Principal
Financial Officer)
* Director January 31, 1995
- --------------------------------
Louis E. Bartolini
* Director January 31, 1995
- --------------------------------
Charles I. Daniels, Jr.
Director
- --------------------------------
Don Emerson
* Senior Vice President and January 31, 1995
- -------------------------------- Controller (Principal
Dennis R. Hansen Accounting Officer)
* Director January 31, 1995
- --------------------------------
Arthur C. Latno
Director
- --------------------------------
Patrick D. Lynch
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
----------- ----- ----
<S> <C> <C>
Director
- --------------------------------
Catherine Cope MacMillan
Director
- --------------------------------
James A. Maggetti
Director
- --------------------------------
Dwight H. Murray, Jr., M.D.
* Director January 31, 1995
- --------------------------------
Ronald A. Nelson
Director
- --------------------------------
Carl R. Otto
/s/ David L. Payne Chairman of the Board, January 31, 1995
- -------------------------------- President and Chief
David L. Payne Executive Officer
* Director January 31, 1995
- --------------------------------
Edward B. Sylvester
By: /s/ David L. Payne
-----------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Westamerica Bancorporation:
We consent to incorporation by reference in Amendment No. 2 to the Registration
Statement (No. 33-57033) on Form S-4 of Westamerica Bancorporation (the Company)
of our report dated January 25, 1994 relating to the consolidated balance sheets
of Westamerica Bancorporation and subsidiaries as of December 31, 1993 and 1992,
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1993, which report appears in the December 31, 1993, annual report
on Form 10-K of Westamerica Bancorporation. On April 15, 1993, the Company
acquired Napa Valley Bancorp on a pooling-of-interests basis. We did not audit
the financial statements of Napa Valley Bancorp as of December 31, 1992 and for
the two year period ended December 31, 1992. Those statements, which are
included in the 1992 and 1991 restated consolidated totals, were audited by
other auditors. Our report, insofar as it relates to the amounts included for
Napa Valley Bancorp, is based solely on the report of the other auditors.
In addition, we consent to the reference to our firm under the heading "Experts"
in the Joint Proxy Statement/Prospectus which is included in the Registration
Statement on Form S-4.
/s/ KPMG Peat Marwick LLP
San Francisco, California
January 31, 1995
II-6
<PAGE>
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of Amendment
No. 2 to this Form S-4 registration statement (File No. 33-57033).
/s/ Arthur Andersen LLP
Sacramento, California
January 30, 1995
II-8
<PAGE>
EXHIBIT INDEX
Note: Exhibits marked with a + are incorporated by reference to the
Registrant's Registration Statement on Form S-4 (No. 33-52146). Each such
Exhibit had the number in parentheses immediately following the
description of the Exhibit herein. Exhibits marked with a * have been
previously filed.
Exhibit
Number Document Description Page
------- -------------------- ----
2.1 Agreement and Plan of Reorganization among the
Registrant and CapitolBank, dated as of November 17,
1994 (included as Annex A to the Proxy
Statement/Prospectus (without certain exhibits)).
3(i)* Restated Articles of Incorporation of Registrant
3(ii)* Composite By-Laws of Registrant
4.1+ Specimen of the Registrant's Common Stock certificate
with Rights Legend. (4.1)
4.2+ Amended and Restated Rights Agreement, dated as of
September 28, 1989, between the Registrant and Bank of
America, NT&SA, as amended by the Appointment and
Acceptance Agreement, dated as of May 25, 1992, between
the Registrant and Chemical Trust Company of California.
(4.2)
4.3 The Registrant and certain of its consolidated
subsidiaries have outstanding certain long-term debt.
None of such debt exceeds 10% of the total assets of the
Registrant and its consolidated subsidiaries; therefore,
copies of the constituent instruments defining the
rights of the holders of such debt are not included as
exhibits to this Registration Statement. The Registrant
agrees to furnish copies of such instruments to the SEC
upon request.
5.1* Opinion of Pillsbury Madison & Sutro.
10.1 Stock Option Agreement, dated as of November 17, 1994,
between the Registrant and CapitolBank (included as
Annex D to the Proxy Statement/Prospectus).
23.1 Consent of KPMG Peat Marwick LLP (Westamerica) (see Page II-6).
23.2 Consent of KPMG Peat Marwick LLP (CapitolBank) (see Page II-7).
23.3 Consent of Arthur Andersen LLP (CapitolBank) (see Page
II-8).
23.4* Consent of Pillsbury Madison & Sutro (included in
Exhibit 5.1).
23.5* Consent of Hoefer & Arnett Incorporated.
23.6* Consent of Smith & Crowley Inc.
23.7* Consent of Grant Thornton (PV Financial).
23.8 Consent of Arthur Andersen LLP (North Bay Bancorp).
23.9 Consent of Arthur Andersen LLP.
99.1* Form of proxy to be used in soliciting shareholders of
CapitolBank for its Special Meeting.
II-9
<PAGE>
EXHIBIT 23.8
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-4 registration statement (No. 33-57033), filed by
Westamerica Bancorporation, of our reports dated February 4, 1994, included (or
incorporated by reference) in North Bay Bancorp's 10-K for the year ended
December 31, 1993 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California
January 31, 1995
<PAGE>
EXHIBIT 23.9
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this S-4 registration statement (No. 33-57033), filed by
Westamerica Bancorporation, of our report dated March 31, 1993 on our audit of
the Napa Valley Bancorp's financial statements for the year ended December 31,
1992, included (or incorporated by reference) in Westamerica Bancorporation's
10-K for the year ended December 31, 1993 and to all references to our Firm
included in this registration statement. It should be noted that we have
performed no audit procedures subsequent to March 31, 1993, the date of our
report. Furthermore, we have not audited any financial statements of Napa Valley
Bancorp as of any date or for any period subsequent to December 31, 1992.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California
January 31, 1995
