As filed with the Securities and Exchange Commission on
July 18, 1995.
Registration No. 33-
- -------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
California
- ----------
(State or other jurisdiction of incorporation
or organization)
94-2156203
- ----------
(I.R.S. Employer Identification No.)
1108 Fifth Avenue
San Rafael, California
- ----------------------
(Address of Principal Executive Offices)
94901
- -----
(Zip Code)
NORTH BAY BANCORP 1985 AMENDED STOCK OPTION PLAN
- ------------------------------------------------
(Full title of the plan)
DAVID L. PAYNE
Chairman, President and Chief Executive Officer
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, California 94901
(415) 257-8000
- ----------------------------------------------
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
JONATHAN M. OCKER, ESQ.
NANCY M. VU, ESQ.
Pillsbury Madison & Sutro
2700 Sand Hill Road
Menlo Park, CA. 94025
(415) 233-4500
- ---------------------------
(Counsel to the Registrant)
- -------------------------------------------------------------
Title of Securities To Be Registered
- ------------------------------------
Common Stock
Amount To Be Registered (1)
- ---------------------------
3,660 shares
Proposed Maximum Offering Price Per Share
- -----------------------------------------
$36.81
Proposed Maximum Aggregate Offering Price (2)
- ---------------------------------------------
$134,724.60
Amount of Registration Fee (3)
- ------------------------------
$46.46
- -----------------------------------------------------------
(1) 3,660 shares are being registered pursuant to the
North Bay Bancorp 1985 Amended Stock Option Plan.
(2) Estimated solely for the purpose of calculating the
registration fee on the basis of the average of the high
and low prices as reported on the NASDAQ National Market
System on July 14, 1995.
(3) The registration fee has been calculated pursuant to
Rule 457(h).
- -----------------------------------------------------------
The Registration Statement shall become effective upon
filing in accordance with Rule 462 under the Securities Act
of 1933.
- -----------------------------------------------------------
PART I
- ------
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
- ----------------------------------------------------
Item 1. Plan Information *
- ---------------------------
Item 2. Registrant Information and Employee Plan Annual
Information *
- --------------------------------------------------------
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933 and the Note to Part I of Form S-8.
PART II
- -------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
- --------------------------------------------------
Item 3. Incorporation of Certain Documents by Reference
- -------------------------------------------------------
The following documents filed by Registrant with the
Securities and Exchange Commission are incorporated by
reference in this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
(2) The information with regard to the Registrant's
capital stock contained in a registration statement filed
with the Commission pursuant to section 12 of the
Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such
information.
(3) All other reports filed by the Registrant since
December 31, 1994 with the Commission pursuant to section
13(a) or 15(d) of the Securities Exchange Act of 1934.
In addition, all documents subsequently filed by Registrant
pursuant to 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 have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing such
documents.
Item 4. Description of Securities
- ---------------------------------
Not applicable
Item 5. Interests of Named Experts and Counsel
- ----------------------------------------------
Not applicable
Item 6. 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 (the "Act").
Article VII of the Company's Restated Articles of
Incorporation, as amended (Exhibit 4.1 hereto) authorizes
the Company 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 Company and its shareholders. Article VII also
authorizes the Company to provide insurance for Agents
provided that, in cases where the Company 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
Company's Bylaws provides for mandatory indemnification of
each director of the Company except as prohibited by law.
The Company maintains a directors and officers liability
insurance policy that indemnifies the Company's directors
and officers against certain losses in connection with
claims made against them for certain wrongful acts. In
addition, the Company has entered into separate
indemnification agreements with its directors and officers
that require the Company, 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 Company to the
fullest extent permitted by California law.
Item 7. Exemption from Registration Claimed
- -------------------------------------------
Not applicable
Item 8. Exhibits
- ----------------
See Index to Exhibits
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;
(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 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 further 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 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.
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 San Rafael, State of
California, on July 17, 1995.
WESTAMERICA BANCORPORATION
By
/s/ DAVID L. PAYNE
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David L. Payne
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
- -----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints David L.
Payne and James M. Barnes, and each of them, his or her
true and lawful attorneys-in-fact and agents, each 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 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, 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
his substitute or substitutes, may 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 date
indicated:
Signature Title Date
- --------- ----- ----
/s/ ETTA ALLEN Director July 17, 1995
- -------------------------
Etta Allen
/s/ JAMES M. BARNES Executive Vice July 17, 1995
- ------------------------- President and Chief
James M. Barnes Financial Officer
(Principal Financial
Officer)
/s/ LOUIS E. BARTOLINI Director July 17, 1995
- -------------------------
Louis E. Bartolini
/s/ CHARLES I. DANIELS Director July 17, 1995
- -------------------------
Charles I. Daniels, Jr.
Director
- -------------------------
Don Emerson
/s/ DENNIS R. HANSEN Senior Vice President July 17, 1995
- ------------------------- and Controller
Dennis R. Hansen (Principal Accounting
Officer)
Director
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Arthur C. Latno, Jr.
Director
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Patrick D. Lynch
Director
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Catherine Cope MacMillan
Director
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Dwight H. Murray, Jr.
/s/ RONALD A. NELSON Director July 17, 1995
- -------------------------
Ronald A. Nelson
/s/ CARL R. OTTO Director July 17, 1995
- -------------------------
Carl R. Otto
/s/ DAVID L. PAYNE Chairman, President July 17, 1995
- ------------------------- and Chief Executive
David L. Payne Officer
(Principal Executive
Officer)
/s/ EDWARD B. SYLVESTER Director July 17, 1995
- -------------------------
Edward B. Sylvester
INDEX TO EXHIBITS
- ----------------- Sequentially
Numbered
Exhibit Page
Number Exhibit
------- ------- ------------
4.1 Restated Articles of *
Incorporation, as amended,
of the Registrant.
4.2 Bylaws of the Registrant. **
5.1 Opinion regarding legality of
securities to be offered. 9
23.1 Consent of KPMG Peat Marwick
Independent Auditors. 10
23.2 Consent of Arthur Andersen
Independent Public Accountants. 11
23.3 Consent of Pillsbury Madison &
Sutro (included in Exhibit 5.1). 9
24.1 Power of Attorney (see page 7).
99.1 Press Release 11
- --------------------------
* Incorporated by reference to Exhibit 3.1 to Amendment
No.1 to the Registrant's Registration Statement on Form
S-4, No.33-57033, filed January 30, 1995.
** Incorporated by reference to Exhibit 3.2 to Amendment
No.1 to the Registrant's Registration Statement on Form
S-4, No.33-57033, filed January 30, 1995.
<EX 5.1>
EXHIBIT 5.1
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July 17, 1995
Westamerica Bancorporation
1108 Fifth Avenue
San Rafael, CA 94901
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8
to be filed by Westamerica Bancorporation, a California
corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933,
relating to 3,660 shares of the Company's Common Stock
issuable pursuant to the North Bay Bancorp 1985 Amended
Stock Option Plan, it is our opinion that such shares of
the Common Stock of the Company, when issued and sold in
accordance with the respective plans, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO
<EX 23.1>
EXHIBIT 23.1
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CONSENT OF INDEPENDENT AUDITORS
- -------------------------------
The Board of Directors Westamerica Bancorporation:
We consent to incorporation by reference in the
Registration Statement on Form S-8 of Westamerica
Bancorporation of our report dated February 13, 1995,
relating to the consolidated balance sheets of Westamerica
Bancorporation and its subsidiaries (the "Company") as of
December 31, 1994 and 1993, 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, 1994, which report appears in the
December 31, 1994 annual report included in 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 and for the year ended December 31,
1992. Those statements, which are included in the 1992
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.
/s/ KPMG PEAT MARWICK LLP
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San Francisco, California
July 17, 1995
<EX 23.2>
EXHIBIT 23.2
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8, filed by
Westamerica Bancorporation, of our reports dated March 31,
1993 on our audits of Napa Valley Bancorp's financial
statements for the year ended December 31, 1992. 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
July 14, 1995
<EX 99.1>
EXHIBIT 99.1
- ------------
PRESS RELEASE
For Immediate Release July 17, 1995
For additional information
Contact: E. Joseph Bowler
Westamerica Bancorporation
415-257-8040
WESTAMERICA BANCORPORATION
ACQUISITION OF NORTH BAY BANCORP COMPLETED
San Rafael, CA -- Westamerica Bancorporation (NASDAQ: WABC),
parent company of Westamerica Bank, Napa Valley Bank and Bank of
Lake County, announced today that the proposed merger of North
Bay Bancorp with and into Westamerica Bancorporation will be
completed as of the close of business today, Monday, July 17,
1995. North Bay Bancorp is the parent company of Novato
National Bank. The merger, which was announced December 9,
1994, was approved by North Bay Bancorp shareholders on March
23, 1995. Federal Reserve Board approval was received April 18,
1995.
Under terms of the Merger Agreement each share of North
Bay Bancorp common stock will be exchanged for .2958 shares of
Westamerica common stock. No gain or loss for tax purposes will
be recognized by North Bay Bancorp shareholders, except with
respect to cash received in lieu of fractional shares. Based
upon Westamerica's closing stock price on July 14, 1995 the
acquisition would be valued at approximately $12.6 million or
$10.94 per North Bay share. North Bay shareholders will also be
eligible to receive Westamerica's regularly scheduled quarterly
dividend of $0.20 per share of Westamerica common stock, payable
on August 9, 1995. The merger will result in the issuance of
about 340,000 new shares of Westamerica common stock to North
Bay shareholders. At June 30, 1995 Westamerica had 9.5 million
outstanding shares of common stock. Novato National Bank is
expected to operate as a separate 3 branch, $80 million deposit
bank subsidiary of Westamerica Bancorporation until it is merged
into Westamerica Bank on or about September 15, 1995.
As previously announced, on June 6, 1995 Westamerica
Bancorporation acquired CapitolBank Sacramento through a
tax-free exchange of approximately 370,000 new shares of
Westamerica common stock. On June 9, 1995, CapitolBank was
merged into Westamerica Bank and became Westamerica Bank's new
branch in downtown Sacramento, with approximately $110 million
in deposits.
Westamerica Bancorporation also has previously announced
the signing of an agreement to acquire 2 branch offices from
Bank of America in Pt. Arena and in Kelseyville. Pending
regulatory approval, the $14 million deposit Pt. Arena office
will be added to Westamerica Bank and the $19 million deposit
Kelseyville office will be merged with the Kelseyville office of
Bank of Lake County.
Including the CapitolBank and North Bay mergers,
Westamerica Bancorporation operates as a multi-bank holding
company with 57 branches in 12 Northern California counties.
Westamerica Bank, with $2.1 billion in assets at June 30, 1995,
had 43 offices in nine Northern California counties. Napa
Valley Bank, with $275 million in assets, operates in Napa
County with 7 offices. Bank of Lake County, with 4 offices in
Lake County, had $83 million in assets at June 30, 1995.
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