As filed with the Securities and Exchange Commission on
February 1, 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 94901
__________________________________
(Address of Principal (Zip Code)
Executive Offices)
PV FINANCIAL 1992 EMPLOYEE STOCK OPTION PLAN
PV FINANCIAL 1991 DIRECTOR STOCK OPTION PLAN and
PV FINANCIAL 1982 STOCK OPTION PLAN
(Full title of the plans)
DAVID L. PAYNE Copy to:
Chairman, President and JONATHAN D. JOSEPH, ESQ.
Chief Executive Officer GABRIELLA A. LOMBARDI, ESQ.
Westamerica Bancorporation Pillsbury Madison & Sutro
1108 Fifth Avenue P.O. Box 7880
San Rafael, California 94901 San Francisco, CA 94120
(415) 257-8000 (415) 983-1000
- ------------------------ --------------------------
(Name, number, (Counsel to the Registrant)
address and telephone
including area code,
of agent for service)
Title of Securities To Be Registered Common Stock
Amount To Be Registered(1) 182,618 shares
Proposed Maximum Offering Price Per Share $30.625
Proposed Maximum Aggregate Offering Price(2) 5,592,676
Amount of Registration Fee(3) $1,929
(1) 64,404 shares are being registered pursuant to the PV
Financial 1992 Employee Stock Option Plan. 99,055 shares are being
registered pursuant to the PV Financial 1991 Director Stock Option Plan.
19,159 shares are being registered pursuant to the PV Financial 1982
Stock Option Plan.
(2) Estimated solely for the purpose of calculating the
registration fee on the basis of the last sales price as reported on the
Nasdaq National Market System on January 26, 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.
<PAGE>
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, 1993.
(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, 1993 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 of such documents.
Item 4. Description of Securities.
Not applicable.
<PAGE>
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.
<PAGE>
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.
<PAGE>
(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.
<PAGE>
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 January 26, 1995.
WESTAMERICA BANCORPORATION
By /s/ DAVID L. PAYNE
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 January 26, 1995
Etta Allen
<PAGE>
/s/ JAMES M. BARNES Executive Vice President January 26, 1995
James M. Barnes and Chief Financial Officer
(Principal Financial Officer)
/s/ LOUIS E. BARTOLINI Director January 26, 1995
Louis E. Bartolini
Charles I. Daniels, Jr. Director
/s/ DON EMERSON Director January 26, 1995
Don Emerson
/s/ DENNIS R. HANSEN Senior Vice President January 26, 1995
Dennis R. Hansen and Controller
(Principal Accounting Officer)
/s/ ARTHUR C. LATNO, JR. Director January 26, 1995
Arthur C. Latno, Jr.
/s/ PATRICK D. LYNCH Director January 26, 1995
Patrick D. Lynch
/s/ CATHERINE COPE MACMILLAN Director January 26, 1995
Catherine Cope MacMillan
/s/ JAMES A. MAGGETTI Director January 26, 1995
James A. Maggetti
/s/ DWIGHT H. MURRAY, JR. Director January 26, 1995
Dwight H. Murray, Jr.
/s/ RONALD A. NELSON Director January 26, 1995
Ronald A. Nelson
<PAGE>
/s/ CARL R. OTTO Director January 26, 1995
Carl R. Otto
/s/ DAVID L. PAYNE Chairman, President January 26, 1995
David L. Payne and Chief Executive Officer
(Principal Executive Offier)
/s/ EDWARD B. SYLVESTER Director January 26, 1995
Edward B. Sylvester
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequentially
Number Exhibit Numbered Page
4.1 Restated Articles of *
Incorporation, as amended,
of the Registrant.
4.2 By-Laws of the Registrant. **
5.1 Opinion regarding legality of 11
securities to be offered.
23.1 Consent of KPMG Peat Marwick 12
Independent Auditors.
23.2 Consent of Arthur Andersen 13
Independent Public Accountants.
23.3 Consent of Pillsbury Madison & 11
Sutro (included in Exhibit 5.1).
24.1 Power of Attorney (see page 7).
* 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 Exhitit 3.2 to Amendment No. 1
to the Registrant's Registration Statement on Form S-4,
No. 33-57033, filed January 30, 1995.
<PAGE>
EXHIBIT 5.1
February 1, 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 182,618 shares of the Company's
Common Stock issuable pursuant to the PV Financial 1992 Employee Stock
Option Plan, PV Financial 1991 Director Stock Option Plan and PV
Financial 1982 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
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Westamerica Bancorporation:
We consent to incorporation by reference in the Registration
Statement (No. 33-xxxx) on Form S-8 of Westamerica Bancorporation (the
"Company") of our report dated January 25, 1994, relating to the
consolidated balance sheets of Westamerica Bancorporation and its
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
incorporated by reference into 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.
/s/ KPMG PEAT MARWICK LLP
San Francisco, California
January 31, 1995
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this S-8 registration statement
(No. 33-xxxx), filed by Westamerica Bancorporation, of our
reports 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 for for any period subsequent
to December 31, 1992.
/s/ ARTHUR ANDERSEN LLP
San Francisco, California,
January 31, 1995
