BWC FINANCIAL CORP
Filing Type: S-8
Description: Registration Statement
Filing Date: July 28, 2000
Period End: N/A
Primary Exchange: NASDAQ - National Market System
Ticker: BWCF
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BWC Financial Corp
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or 94-2876448
organization) (I.R.S. Employer Identification Number)
1400 Civic Drive, Walnut Creek, CA 94596
(Address of principal executive offices)
BWC Financial Corp 2000 Stock Option Plan
(Full title of plans)
James L. Ryan with copy to: John H. Sears
BWC Financial Corp Sheppard, Mullin, Richter &
1400 Civic Drive Hampton LLP
Walnut Creek, CA 94596 Four Embarcadero Center
San Francisco, CA 94111-4106
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Amount Offerint Aggregate Amount of
Title of Securities To Be To Be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
Common Stock Issuable upon
exercise of Options and Related
Stock Options. 406,178 $20.00 $8,123,560 $2,144.61
---------------------------------------
(1)In accordance with Rule 457(h), based on the average of the bid and ask
price for BWC Financial Corp common stock as of July 24, 2000, a date within
5 days of the date of filing this Registration Statement.
This registration statement shall hereafter become effective in
accordance with Rule 462 promulgated under the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
BWC Financial Corp (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's annual report on Form 10-K for the year ended December 31,
1999, as filed with the Securities and Exchange Commission (the "Commission") on
March 28, 2000;
(b) The Company's quarterly report on Form 10-Q for the period ended March 31,
2000, as filed with the Commission on April 27, 2000;
(c) The Company's amended quarterly report on Form 10-Q/A for the period ended
June 30, 2000, as filed with the Commission on August 2, 2000;
(d) The description of the Company's common stock contained in the Company's
Registration Statement filed under Section 12 of the Exchange Act.
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that
all securities offered hereby have been sold or which deregisters all securities
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.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to
be made parties to any proceeding (with certain exceptions) by reason of the
fact that the person is or was an agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. Section 204 of the CGCL provides that this limitation on liability
has no effect on a director's liability (i) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) for acts
or omissions that a director believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of a serious injury to the corporation or its shareholders, (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, (vi)
under Section 310 of the CGCL (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the CGCL (directors'
liability for improper dividends, loans and guarantees).
In accordance with Section 317, the Company's Articles of
Incorporation (the "Articles"), limit the liability of a directors, officers and
employees to the Company or its shareholders for monetary damages to the fullest
extent permissible under California law, and in excess of that authorized under
Section 317. The Articles and the Company's By-Laws further provide for
indemnification of corporate agents to the maximum extent permitted by the CGCL.
The Company also maintains insurance policies which insure its officers
and directors against certain liabilities in an annual aggregate
maximum amount of $3,000,000.
The foregoing summaries are necessarily subject to the complete
text of the statute, the Articles, the By-Laws referred to above and are
qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits to this Registration Statement are listed in the Exhibit
Index beginning on page E-1 of this Registration Statement, which Index is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering.
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 Exchange Act 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) Filings incorporating subsequent Exchange Act documents by reference.
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 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 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) Request for acceleration of effective date of filing of registration
statement on Form S-8.
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 it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Walnut Creek, State of California, on July 25, 2000.
BWC Financial Corp
(Registrant)
By:__________James L. Ryan_____________
James L. Ryan
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
Date Signature Title
July 25, 2000 James L. Ryan Chairman and
Chief Executive Officer
----------------------------
James L. Ryan
July 25, 2000 Tom Mantor President and Director
----------------------------
Tom Mantor
July 25, 2000 Leland E. Wines Chief Financial Officer
(Principal Financial and
Accounting Officer)
----------------------------
Leland E. Wines
July 25, 2000 Richard G. Hill Director
----------------------------
Richard G. Hill
July 25, 2000 Raymond C. Johnson III Director
----------------------------
Raymond C. Johnson III
July 25, 2000 Craig Lazzareschi Director
----------------------------
Craig Lazzareschi
July 25, 2000 John F. Nohr Director
----------------------------
John F. Nohr
July 25, 2000 John L. Winther Director
----------------------------
John L. Winther
POWER OF ATTORNEY
Know all men by these presents that each of the undersigned
does hereby make, constitute and appoint James L. Ryan and Thomas J. Mantor, or
either of them, as the true and lawful attorney-in-fact of the undersigned, with
full power of substitution and revocation, for and in the name, place and stead
of the undersigned, to execute and deliver the Registration Statement on Form
S-8, and any and all amendments thereto, including without limitation
pre-effective and post-effective amendments thereto; such Form S-8 and each such
amendment to be in such form and to contain such terms and provisions as said
attorney or substitute shall deem necessary or desirable; giving and granting
unto said attorney, or to such person as in any case may be appointed pursuant
to the power of substitution herein given, full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or, in the
opinion of said attorney or substitute, able to be done in such matter as the
undersigned might or could do if personally present, hereby ratifying and
confirming all that said attorney or such substitute shall lawfully do or cause
to be done by virtue hereof.
In witness whereof, each of the undersigned has duly executed
this Power of Attorney.
James L. Ryan July 25, 2000
---------------------------
James L. Ryan
Tom Mantor July 25, 2000
---------------------------
Tom Mantor
Richard G. Hill July 25, 2000
---------------------------
Richard G. Hill
Raymond C. Johnson III July 25, 2000
---------------------------
Raymond C. Johnson III
Craig Lazzareschi July 25, 2000
---------------------------
Craig Lazzareschi
John F. Nohr July 25, 2000
---------------------------
John F. Nohr
John L. Winther July 25, 2000
---------------------------
John L. Winther
EXHIBITS LIST
Sequentially
Exhibit
Numbered Page Description
5 Opinion of Counsel as to the legality of
securities being registered
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors
25 Power of Attorney (included in signature page
of this registration statement)
99 BWC Financial Corp 2000 Stock Option Plan
Exhibit 5
Sheppard, Mullin, Richter & Hampton LLP
Four Embarcadero Center, 17th Floor
San Francisco, CA 94111
Telephone: 415-434-9100
Facsimile: 415-434-3947
July 28, 2000
BWC Financial Corp
1400 Civic Drive
Walnut Creek, CA 94596
Ladies and Gentlemen:
We have acted as counsel for BWC Financial Corp, a California
corporation, (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 406,178 shares of the Company's common stock to be issued
under the BWC Financial Corp 2000 Stock Option Plan.
We are of the opinion that the securities to be issued by the Company
pursuant to the Registration Statement have been duly authorized and, when sold
pursuant to the terms described in the Registration Statement, will be duly and
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
Sheppard, Mullin, Richter & Hampton LLP
Sheppard, Mullin, Richter & Hampton LLP
Exhibit 23.2
Arthur Andersen Letterhead
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 18, 2000
incorporated by reference in BWC Financial Corp.'s Form 10-K for the year ended December 31,
1999 and to all references to our Firm included in this registration statement.
San Francisco, California
July 31, 2000 ARTHUR ANDERSEN LLP
