NORTH VALLEY BANCORP
880 East Cypress Avenue
Redding, California 96002
May 28, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: North Valley Bancorp - Direct Transmission of Form S-8
Registration Statement
Ladies and Gentlemen:
On behalf of North Valley Bancorp (the "Company"), and in
connection with the registration of 369,955 shares of Common
Stock of the Company under the North Valley Bancorp 1999 Director
Stock Option Plan, transmitted for filing with the Securities and
Exchange Commission (the "Commission") through the Commission's
electronic filing system ("EDGAR"), is the Company's registration
statement on Form S-8, together with all exhibits.
Payment of the registration fee in the amount of $1,079.04 was
remitted by wire transfer to the Commission's lockbox account
(No. 910-8739) at Mellon Bank in Pittsburgh, Pennsylvania on May
27, 1999. The Mellon Bank was instructed to note that the
Company's CIK number is 0000353191, and that the payment related
to the above-referenced Registration Statement.
Should you have any questions concerning this filing, please call
the undersigned at (530) 221-8400.
Very truly yours,
/s/ M. J. Cushman
President & Chief Executive Officer
Encs.
C: Nasdaq National Market
J. M. Wells, Jr., Esq. w/encs.
Joseph G. Mason, Esq. w/encs.
As filed with the Securities and
Exchange Commission on May 28, 1999
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
NORTH VALLEY BANCORP
(Exact name of issuer as specified in its charter)
California 94-2751350
(State of Incorporation) ( I.R.S. Employer Identification No.)
880 E. Cypress Avenue, Redding, California 96002
(Address of principal executive office)
________________________________________
North Valley Bancorp 1999 Director Stock Option Plan
(Full title of the plan)
__________________________________
Michael J. Cushman, President and Chief Executive Officer
North Valley Bancorp
880 E. Cypress, Redding, California 96002
(Name and address of agent for service)
_______________
(530) 221-8400
(Telephone number, including area code, of agent for service of
process)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to Maximum Maximum Amount of
Securities be Offering Aggregate Registration
to be Registered Registered Price per Offering Fee
Share Price
Common Stock, no 210,000(1) $10.31 $2,165,100 $601.90
par value
Common Stock, no 159,955(2) $10.73(3) $1,716,317 $477.14
par value (3)
Total 369,955 $1079.04
1 Issuable upon exercise of options granted under the North
Valley Bancorp 1999 Director Stock Option Plan.
2 Issuable upon exercise of options to be granted under the
North Valley Bancorp 1999 Director Stock Option Plan.
3 Based upon the average of the high and low prices for the
common stock as reported on the Nasdaq National Market on May 25,
1999, pursuant to Rule 457(h).
This registration statement, including exhibits, consists of 8
sequentially numbered pages. The Exhibit Index is located at
page 5.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents are incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1998.
(b) All other reports filed by the Company under
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") since December 31, 1998.
(c) 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.
All documents later filed by the Company under
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
before the Company files a post-effective amendment which
indicates that all securities have been sold, or which
deregisters all securities that have not been sold, will be
incorporated by reference and will be a part of this filing from
the date such document was filed.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The California General Corporation Law provides for the
indemnification of officers and directors who are made or are
threatened to be made a party to any legal proceeding by reason
of their service to the Company. The Articles of Incorporation
and Bylaws of the Company permit indemnification of directors
and officers to the maximum extent permitted by California law.
The Company has in effect director and officer liability
insurance policies indemnifying the Company and the officers,
directors and certain assistant officers of the Company and
officers and directors of the Company's subsidiaries within
specific limits for certain liabilities incurred by reason of
their being or having been directors or officers. The Company
pays the entire premium for these policies.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits, which is incorporated in this
item by reference.
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 (the
"Securities Act");
(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) 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 Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering ofsuch
securities at that time shall be deemed to be the initial bona
fide offering.
(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 Securities Act,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, 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 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 Securities 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 Redding, State of California, on May
17, 1999.
NORTH VALLEY BANCORP
(Registrant)
By /s/ Michael J. Cushman
Michael J. Cushman
President and
Chief Executive Officer
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.
Date: May 17, 1999 /s/ Michael J. Cushman
Michael J. Cushman, President and Chief Executive Officer
Date: May 17, 1999 /s/ Sharon Benson
Sharon L. Benson, Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael J.
Cushman and Sharon L. Benson and each or any one of them, his
true and lawful attorney-in-fact and agent, 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 ofthem, full power and authority to do and perform 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.
Date: May 17, 1999 /s/ Rudy V. Balma
Rudy V. Balma, Director and Chairman of the Board
Date: May 17, 1999 /s/ William W. Cox
William W. Cox, Director
Date: May 17, 1999 /s/ Michael J. Cushman
Michael J. Cushman, Director
Date: May 17, 1999 /s/ Royce L. Friesen
Royce L. Friesen, Director
Date: May 17, 1999 /s/ Dan W. Ghidinelli
Dan W. Ghidinelli, Director
Date: May 17, 1999 /s/ Thomas J. Ludden
Thomas J. Ludden, Director
Date: May 17, 1999 /s/ Douglas M. Treadway
Douglas M. Treadway, Director
Date: May 17, 1999 /s/ J.M. Wells Jr.
J.M. ("Mike") Wells, Jr., Director and
Secretary of the Board
INDEX OF EXHIBITS
Exhibit Sequential
No. Page No.
Exhibit Name
5 Opinion of Counsel 6
23.1 Consent of Counsel (See Exhibit 5)
23.2 Consent of Independent Auditors: 7
Deloitte & Touche LLP
24 Power of Attorney (see signature pages)
99 North Valley Bancorp 1999 Director Stock
Option Plan. Incorporated by reference
from registrant's Definitive Proxy
Statement for its 1999 Annual Meeting of
Shareholders filed with the Commission
Coudert Brothers
ATTORNEYS AT LAW
303 ALMADEN BOULEVARD
FIFTH FLOOR
SAN JOSE, CALIFORNIA 95110-2721
TEL: 408-297-9982 FAX: 408-297-3191
May 17, 1999
Board of Directors
North Valley Bancorp
880 East Cypress Avenue
Redding, California 96002
Re: North Valley Bancorp 1999 Director Stock Option Plan
Gentlemen:
We refer to the Registration Statement on Form S-8
to be filed by North Valley Bancorp (the "Company")
with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to 369,955
shares of the Company's Common Stock, no par value
issuable under the Company's 1999 Director Stock Option
Plan. As counsel to the Company, we have examined such
questions of law and such corporate records and other
documents as we have considered necessary or
appropriate for the purposes of this opinion and, upon
the basis of such examination, advise you that in our
opinion these shares have been duly and validly
authorized and, when issued and sold in the manner
contemplated by the Registration Statement, will be
validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ COUDERT BROTHERS
Exhibit 5
EXHIBIT 23.2
Independent Auditors' Consent
We consent to the incorporation by reference in this
Registration Statement of North Valley Bancorp on Form S-8 of
our report dated January 27, 1999, appearing in the Annual Report
on Form 10-K of North Valley Bancorp and subsidiaries for the
year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Sacramento, California
May 26, 1999
