UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549 April 1, 1997
FORM S-8
(SEC Filing Date April 1, 1997)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE SAN FRANCISCO COMPANY
(Exact name of issuer as specified in its charter)
Delaware 94-3071255
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
550 Montgomery Street, 10th floor
San Francisco, California 94111
(Address of principal executive office) (Zip Code)
THE SAN FRANCISCO COMPANY
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(Full title of Plan)
Keary L. Colwell, Chief Financial Officer
550 Montgomery Street, 10th floor, San Francisco, California 94111
(Name and address of agent for service)
(415)781-7810
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities to be Amount to be Maximum Maximum Amount of
Registered Registered Offering Price Aggregate Registration
Per Share Offering Price fee
Class A
Common Stock 9,000,000 $0.40(1) $3,600,000(1) $ 1,091.00
(1) Estimated, pursuant to Rule 457(h), solely for the purpose of
calculating the registration fee, at $0.40 per share, which was the price
per share of the most recent trade in the over-the- counter market.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The document(s) containing the information specified in Item 1 will
be sent or given by The San Francisco Company (the "Company" and the
"Registrant") to participants in The San Francisco Company Amended and
Restated 1993 Stock Option Plan (the "Plan") as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information.
The document(s) containing the information specified in Item 2 will
be sent or given to participants in the Plan as specified in Rule 428(b)
(1) and is not required to be filed as part of this Registration Statement.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:
(a) Annual Report of the Company on Form 10-K for the fiscal year
ended December 31, 1995;
(b) Quarterly Reports of the Company on Form 10Q for the three-months
ended March 31, 1996, six-months ended June 30, 1996, and nine-months ended
September 30, 1996;
(c) The Company's proxy statement dated December 6, 1996 in
connection with the Annual Meeting of stockholders held on December 18,
1996; and
(c) The description of the Company's Class A Common Stock contained
in the Company's Registration Statement on Form 8-A dated July 5, 1988,
including all amendments and future amendments or reports filed with the
Commission for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act after the date of this
Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Nicholas C. Unkovic, Partner with Graham & James LLP, is a director
of the Company and of the Bank of San Francisco.
Item 6. Indemnification of Directors and Officers.
The Certificate of Incorporation of the Company eliminates liability
of the directors of the Company for monetary damages as permitted by
Delaware Law. The By-laws of the Company provide for the indemnification
of the Company's officers and directors against certain liabilities and
expenses relating to lawsuits and other proceedings in which they may
become involved as permitted by Delaware law, and for indemnification of
its directors and officers pursuant to an express contract, by-law
provision, stockholder vote or otherwise. Delaware law provides for
indemnification of a corporation's directors and officers under certain
circumstances if such persons acted in good faith and in a manner such
person reasonably believed to be in the best interest of the Company, but
also allows a company to provide its officers and directors
indemnification in excess of that allowed the Delaware General Corporation
Law. The Company has entered into indemnification agreements with certain
of its officers and former officers whereby the Company agrees to
indemnify such officers as specified therein. In addition, the
Company may, from time to time, maintain a directors' and officers'
liability insurance policy which provides for the payment of certain
liabilities and expenses that may be incurred by the Company's officers
and directors and for reimbursement to the Company of indemnification
payments made by the Company to its officers and directors.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits (numbered in accordance with Item 601 of Regulation S-K).
4.1 The San Francisco Company Amended and Restated 1993 Stock Option
Plan (incorporated by reference from the Proxy Statement for the Annual
Meeting of Stockholders held on December 18, 1996)
5.1 Opinion of Graham & James LLP - Attached as Exhibit 5.1.
23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP - Attached as Exhibit 23.2.
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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 to
include any material information withrespect to the plan of distribution
not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933 (the "Act), each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities
being 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 Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
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 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 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 and County of San Francisco, State
of California, on the 28th day of March, 1997.
The San Francisco Company
By: /s/ Keary L. Colwell
Keary L. Colwell, Executive Vice
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
/s/ James E. Gilleran Director, Chairman of the Board March 28, 1997
(James E. Gilleran) and Chief Executive Officer
(Principal Executive Officer)
/s/John F. McGrath Director, President March 28, 1997
(John F. McGrath)
/s/Willard D. Sharpe Director March 28, 1997
(Willard D. Sharpe)
/s/Gordon B. Swanson Director March 28, 1997
(Gordon B. Swanson)
/s/Kent D. Price Director March 28, 1997
(Kent D. Price)
(signatures continued)
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/s/Nicholas C. Unkovic Director March 28, 1997
(Nicholas C. Unkovic)
/s/Jackson L. Schultz Director March 28, 1997
(Jackson L. Schultz)
/s/Gary G. Williams Director March 28, 1997
(Gary G. Williams)
/s/Peter Foo Director March 28, 1997
(Peter Foo)
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INDEX TO EXHIBITS
Exhibit
Number
4.1 The San Francisco Company Amended and Restated 1993 Stock Option
Plan-incorporated by reference from the Proxy Statement for the Annual
Meeting of Stockholders' held on December 18, 1996.
5.1 Opinion of Graham & James LLP
23.1 Consent of Graham & James LLP - Reference is made to Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP
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EXHIBIT 5.1
OPINION OF GRAHAM & JAMES LLP
April 1, 1997
The San Francisco Company
550 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
You have requested our opinion as special counsel for The San Francisco
Company, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder, of an aggregate of 9,000,000
shares (the "Shares") of the Company's Class A Common Stock, par value
of $0.01 reserved for issuance under The San Francisco Company Amended
and Restated 1993 Stock Option Plan (the "Plan"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement").
For purposes of this opinion, we have examined the Registration Statement
as filed with the Securities and Exchange Commission on the date hereof,
and the exhibits thereto. We have also been furnished with and have
examined originals or copies, certified or otherwise identified to
our satisfaction, of all records of the Company, agreements and other
instruments, certificates of officers and representatives of the Company,
certificates of public officials and other documents as we have deemed
necessary to review as a basis for the opinion hereafter expressed. As
to questions of fact material to such opinion, we have, where relevant
facts were not independently established, relied upon such further legal
and factual examination and investigation as we deem necessary for
purposes of rendering the following opinion.
In our examination we have assumed without independent investigation
with respect to the accuracy thereof, the genuineness of all signatures,
the legal capacity of natural persons, the correctness of facts set forth
in certificates, the authenticity, accuracy and completeness of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such copies. We have
also assumed that such documents have each been duly authorized, properly
executed and delivered by each of the parties thereto other than the
Company. We have also assumed that the Shares, when issued, will be
issued in compliance with the Securities Act of 1933, as amended, and
with the Company's Certificate of Incorporation, as amended, and in
accordance with the terms of and in exchange for consideration in the
amount of the option price for the Shares as specified in the Plan.
We are members of the bar of the State of California. Our opinions below
are limited to the laws of the State of California, the corporate laws of
the State of Delaware and the federal securities laws of the United States.
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Based on the foregoing, and subject to the assumptions and qualifications
set forth herein, it is our opinion that all of the Shares, when issued,
will be legally and validly issued, fully paid and nonassessable.
We consent to the filing and use of this opinion as an exhibit to the
Registration Statement and consent to the use of our name under the
caption "Legal Matters" in the Prospectus to be distributed in connection
with the issuance of the Shares and the grant of options under the Plan.
Sincerely yours,
GRAHAM & JAMES LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
The San Francisco Company:
We consent to the incorporation by reference in the registration statement
on Form S-8 dated April 1, 1997 of The San Francisco Company and
subsidiaries (the "Company") of our report dated February 21, 1996, with
respect to the consolidated balance sheets of The San Francisco
Company and subsidiaries as of December 31, 1996 and 1995, and the
related consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the years in the three-year period
ended December 31, 1996, which report appears in the December 31, 1996
Form 10-K of The San Francisco Company.
KPMG Peat Marwick LLP
San Francisco, California
March 31, 1997
