<PAGE> 1
As filed with the Securities and Exchange Commission on October 12, 1995
Registration No. 33-75674
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------
Professional Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 95-37001137
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
606 Broadway
Santa Monica, California 90401
(310) 458-1521
(Address including zip code, and telephone number, including area code,
of registrant's principal executive offices)
------------------------------
1983 Amended and Restated Stock Option Plan,
1990 Amended and Restated Stock Option Plan
and 1992 Stock Option Plan
(Full title of the Plan)
DANIEL S. RADER
Chief Financial Officer
Professional Bancorp, Inc.
606 Broadway
Santa Monica, California 90401
(310) 458-1521
(Name, address, including zip code, and telephone number, including area code
of agent for service)
------------------------------
Copies to:
JEFFREY M. BUCHER, ESQ.
Bryan Cave LLP
700 13th Street, N.W.
Washington, D.C. 20005
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
<PAGE> 2
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
<CAPTION>
Title of Securities Amount to Proposed Maximum Proposed Maximum Amount of
to be Registered be Registered Offering Price per Share Aggregate Offering Price Registration Fee
- ----------------------- -------------- ------------------------ ------------------------ ----------------
<C> <C> <C> <C> <C>
Common Stock
($.008 Value per share) 668,096 Shares $14.00<F1> $9,353,344 $3,225.30
=============================================================================================================
<FN>
<F1> Estimated solely for the purpose of determining the amount of the registration fee on the basis of
the average of the high and the low prices of the Common Stock, $.008 value per share, of
Professional Bancorp, Inc. on October 11, 1995, as reported on the American Stock Exchange, in
accordance with Securities Act Rule 457(c).
</TABLE>
<PAGE> 3
PROSPECTUS
PROFESSIONAL BANCORP, INC.
COMMON STOCK, $.008 PAR VALUE PER SHARE
668,096 Shares of Common Stock
This Prospectus (the "Prospectus") covers the resale by officers or
directors (the "Selling Stockholders") of Professional Bancorp, Inc. (the
"Company"), of shares of the Company's common stock, $.008 par value per share
(the "Common Stock"), acquired pursuant to those certain stock option
agreements executed by and between the Company and the Selling Stockholders
(the "Stock Option Agreements") in connection with the Company's 1983 Amended
and Restated Stock Option Plan, 1990 Amended and Restated Stock Option Plan and
1992 Stock Option Plan.
The Selling Stockholders may offer shares of Common Stock from time to time
to purchasers directly or through underwriters, dealers or agents. Such shares
of Common Stock may be sold at market prices prevailing at the time of sale or
at negotiated prices.
The Common Stock is traded on the American Stock Exchange ("AMEX") under
the symbol "MDB." The last sale price for the Common Stock as reported on the
AMEX on October 11, 1995 was $__________ per share. The Company will not
receive any of the proceeds from the sale of shares of Common Stock by the
Selling Stockholders. The address of the principal executive offices of the
Company is 606 Broadway, Santa Monica, California 90401 and its telephone
number is (310) 458-1521.
See "Risk Factors" at page 5 for a discussion of certain factors that
should be considered by each purchaser.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation should not be relied
upon as having been authorized by the Company or any Selling Shareholder. This
Prospectus does not constitute an offer to sell or a solicitation of an offer
to buy any security in any jurisdiction in which, or to any person to whom,
such offer or solicitation would be unlawful. Neither the delivery of this
Prospectus nor any distribution of the securities made under this Prospectus
shall under any circumstances create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any time subsequent to the date
hereof.
- -------------------------------------------------------------------------------
The date of this Prospectus is October 12, 1995
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 5th Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices at Seven World Trade Center, Suite 1300, New York, New York
10048 and Northwestern Atrium Center, 500 Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such materials can also be obtained upon written
request addressed to the Commission, Public Reference Section, 450 5th Street,
N.W. Washington, DC 20549, at prescribed rates. The Company's securities are
listed on the AMEX and such reports and other information concerning the
Company also can be inspected at the offices of the AMEX at 86 Trinity Place,
New York, New York 10006-1881.
The Company has filed with the Commission a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in schedules and exhibits to the Registration
Statement as permitted by the rules and regulations of the Commission.
Statements made in this Prospectus as to the contents of any contract,
agreement or the document referred to are not necessarily complete. With
respect to each such contract, agreement or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the Public Reference Facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
(4) The description of the Company's Common Stock which is contained in
its Registration Statement on Form 8-A (File No. 00011223), dated May 2, 1983,
filed under the Securities Exchange Act of 1934 (the "Exchange Act"), and any
amendment or report filed for the purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-
effective amendment to the Registration Statement that indicates that all
<PAGE> 5
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference will be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document which is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statements so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus is delivered, on written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by
reference into the information that this Prospectus incorporates). Requests
should be directed to the Company's Executive Offices at 606 Broadway, Santa
Monica, California 90401, (310) 458-1521.
Until (date 40 days after effective date) all dealers effecting
transactions in the registered securities, whether or not participating in this
distribution, may be required to deliver a prospectus. This is in addition to
the obligation of dealers to deliver a prospectus when acting as underwriters
and with respect to their unsold allotments or subscriptions.
------------------------------
RISK FACTORS
Prospective investors should carefully consider the following risk factors
as well as the other information contained or incorporated by reference in this
Prospectus before purchasing shares offered hereby.
Adverse Economic and Other Conditions. Commencing in 1990 and continuing
to date, the California economy has been impacted by the economic recession
which has affected many regions of the United States during this period and
more recently, in southern California, by certain acts of nature. A
continuation or worsening of current economic conditions, could have an adverse
effect on the Company's business, including the demand for new loans,
refinancing activity, the ability of borrowers to repay outstanding loans and
the value of the collateral securing such loans. As a result, in part, of the
ongoing recession, the Company's nonperforming assets were $2,769,000 or 0.88%
of total assets at December 31, 1994, $2,504,000 or 0.97% of total assets at
December 31, 1993, and $1,623,000 or 0.72% of total assets at December 31,
1992. The profitability of the Company may be impaired by adverse changes in
local and regional economic conditions which affect the areas in which the
Company does business or by acts of nature (including earthquakes, which may
cause uninsured damage and other loss of value to real estate that secures the
Company's loans) in those areas. Such events could also have a significant
adverse impact on the value of such collateral or the Company's earnings.
Interest Rate Risks. The Company, as an institution with long-term assets
(both loans and investments), may experience a decrease in profitability and
the value of such assets if the general level of interest rates rises. Rates
paid on certain deposits may rise more quickly in a rapidly rising interest
rate environment than do rates on investment securities, in which case the
Company would be exposed to the risk that its cost of funds may rise more
<PAGE> 6
quickly than its interest income. Additionally, management expects that the
Company's net interest margin would tend to decline if interest rates decline
rapidly. Changes in the general level of interest rates affect the Company's
various investment securities in differing ways. In a declining interest rate
environment, the rate at which the underlying mortgages of mortgage-backed
securities are prepaid tends to increase as borrowers refinance their loans.
If a higher than anticipated level of prepayments were to continue for an
extended period of time, there could be an adverse effect on the level of the
Company's outstanding held-to-maturity portfolio. Securities held in the
Company's trading account are reported at fair value with unrealized gains and
losses included in earnings, such that in a rising interest rate environment,
unrealized losses may affect negatively the Company's results of operations
from quarter to quarter. Securities held in the Company's available-for-sale
portfolio are reported at fair value, with unrealized gains and losses excluded
from earnings and reported as a separate component of shareholders' equity (net
of tax effects). In a rising interest rate environment, unrealized losses may
negatively affect the Company's shareholders' equity from quarter to quarter.
If the interest rates rise, the Company may incur unrealized losses in its
trading account and results of operations and/or unrealized losses in its
available-for-sale portfolio which would negatively impact shareholders'
equity.
Derivative Financial Instruments. To a limited extent, the Company's
subsidiary national bank, First Professional Bank, N.A. (the "Bank") uses
derivative financial instruments to manage certain interest rate price risks.
The Company is exposed to potential credit losses in the event of non-
performance by the counterparties to its interest rate floor agreements,
interest rate swap agreements and nonderivative financial assets. Although the
Company does not obtain collateral or other security to support financial
instruments subject to counterparty credit risk, it monitors the credit
standing of such counterparties.
Key Personnel. Continued profitability of the Company and the Bank is
dependent on a limited number of key persons, including Joel W. Kovner, Dr.
P.H., MPH, the Chairman of the Board, President and Chief Executive Officer of
the Company. The Bank has key person life insurance on Dr. Kovner in the
approximate amount of $5,250,000, but, as Dr. Kovner has been an active
Chairman and Chief Executive Officer of the Company since its inception, is the
Bank's investment officer and maintains relationships with many of the
Company's clients, there would likely be a difficult transition period in case
the services of Dr. Kovner were lost to the Company because of death or other
reasons. Given the growth plans of the Company, it may be necessary in the
future for the Company to engage the services of additional skilled key
employees or executive officers. There is no assurance that the Company will
be able to attract additional qualified key persons as needed. A warrant for
105,000 shares of Common Stock issued in connection with a private placement of
Common Stock in 1992 (the "Private Placement") to the principal of the
placement agent contains certain put rights in the event of Dr. Kovner's death
prior to December 31, 2002, at which date the put rights expire. The warrant
requires the Company to purchase, at the holder's election, some or all of the
warrants (at the then market price less the exercise price) or shares acquired
upon exercise of the warrant (at the then market price), provided that the
aggregate purchase price payable by the Company may not exceed $1,000,000. The
warrant further provides that such purchase price is payable solely from the
proceeds of the key person life insurance policy noted above.
Possible Adverse Effects of Health Care Reform. While the Bank directs its
services toward professionals in general, it places a heavy marketing emphasis
<PAGE> 7
on medical practitioners; therefore, a substantial portion of the Bank's
clients derive income from providing health care products and services. There
can be no assurance that the health care industry in general, and clients of
the Bank in particular, will not be adversely affected by any comprehensive
federal legislation designed to reform the nation's health care industry.
Management is unable to predict the terms, timing and impact of any reform
legislation, should such legislation be adopted.
Government Regulation; Dividend Restrictions. The Company and the Bank are
subject to extensive federal and state governmental supervision, regulation and
control, and future legislation and government policy could adversely affect
the financial industry. The full impact of such legislation and regulation
cannot be predicted, and future changes may alter the structure and competitive
relationship among financial institutions. In addition, federal regulatory
authorities have the power in certain circumstances to prohibit dividends and
other payments from the Bank to the Company, although this has not happened to
date. As the result of a May 12, 1994 public offering, the Company has $5.75
million 8.5% Convertible Subordinated Reset Notes outstanding. As a practical
matter, the Company has no source of income for debt payment on the Convertible
Subordinated Reset Notes outstanding other than dividends from the Bank and it
is the intent of the Bank to make such dividend payments to the extent possible
under applicable laws and regulations. Through the first 2 quarters of 1995
the Bank paid $400,000 in dividends, representing about 27% of the earnings of
the Bank during such period. During 1994, the Bank paid no dividends to the
Company. However, in 1993 dividends to the Company totaled approximately
$790,000, or 46% of the earnings of the Bank. Under federal law and
regulations promulgated by the Office of the Comptroller of the Currency (the
"OCC"), the ability of national banking associations, like the Bank, to pay
dividends is limited. Capital distributions from the Bank would be prohibited,
with limited exceptions, if the Bank were categorized as "undercapitalized"
under applicable federal regulations, and payments of interest and principal on
subordinated debt of the Bank could be restricted or prohibited, with some
exceptions, if the Bank were categorized as "critically undercapitalized" under
applicable federal regulations. Further, the applicable federal regulator has
the authority to prohibit the payment of dividends by the Bank if it finds that
such payment would constitute an unsafe or unsound practice. The Company has
never paid cash dividends on its Common Stock and does not anticipate paying
cash dividends on such stock in the foreseeable future.
Capital Standards. The federal banking agencies have risk-based capital
adequacy guidelines intended to provide a measure of capital adequacy that
reflects the degree of risk associated with a banking organization's operations
for both transactions reported on the balance sheet as assets and transaction,
such as letters of credit and recourse arrangements, which are recorded as off-
balance sheet items. In determining the capital level the Bank is required to
maintain, the OCC does not, in all respects, follow generally accepted
accounting principles ("GAAP") and has special rules which have the effect of
reducing the amount of capital it will recognize for purposes of determining
the capital adequacy of the Bank. Future changes in OCC regulations or
practices could increase the capital level the Bank is required to maintain or
further reduce the amount of capital recognized for purposes of capital
adequacy. Such change could affect the ability of the Company to grow and
could restrict the amount of profits, if any, available for the payment of
dividends.
Competition. The Company faces strong competition both in attracting
deposits and in making loans. The Company's competition in making loans comes
principally from commercial banks, savings and loan associations, mortgage
<PAGE> 8
companies, and to a lesser degree, thrift and loan companies, credit unions and
insurance companies. Many of the nation's largest commercial banks and savings
and loan associations have a significant number of branch offices in the areas
in which the Company conducts operations. By virtue of their larger capital
base, many of the commercial banks and savings and loan associations with which
the Company competes have significantly greater lending limits than the Bank
and perform other services for their customers which the Bank can offer only
through correspondents or other vendors, if at all. Deregulation of the
banking industry and increased competition from nonbank entities for the cash
balances of individuals and businesses have had and will continue to have a
significant impact on the competitive position of the Bank. Competition for
loans tends to increase during periods of low interest rates. Among the
advantages of the larger of these institutions are their ability to make larger
loans, finance extensive advertising campaigns, access international money
markets and generally allocate their investment assets to regions of highest
yield and demand. Management believes that its most direct competition for
deposits comes for commercial banks, stock brokerage firms, savings and loan
associations, thrift and loan companies and credit unions. Additional
significant competition for deposits may be expected to arise from corporate
and governmental debt securities, as well as money market mutual funds.
Effect of Applicable State Laws -- Antitakeover Provisions. The Company is
incorporated under the laws of Pennsylvania. Under one provision of
Pennsylvania law applicable to the Company, subject to certain exceptions, a
"business combination" with a shareholder or group of shareholders beneficially
owning more than 20% of the voting power of a public corporation (an
"Interested Shareholder") is prohibited for a 5-year period following the date
on which the holder became an Interested Shareholder. This provision may
discourage open market purchases of a corporation's stock or a non-negotiated
tender or exchange offer for such stock and, accordingly, may be considered
disadvantageous by a shareholder who would desire to participate in any such
transaction. Pennsylvania law contains other antitakeover provisions such as
(1) the "control transaction" provision which permits shareholders in certain
change of control transactions to demand from a new 20% shareholder payment of
the fair market value of the demanding shareholders' shares, (2) the "control
shares" provision which limits the voting power of certain shareholders, and
(3) the "disgorgement" provision which permits a corporation to recover profits
resulting from the sale of shares by a shareholder in certain circumstances.
Limited Trading Market for Common Stock. While the Common Stock has been
publicly traded since 1983, trading activity has been limited. Even moderate
numbers of shares sold in the public market have caused price fluctuations.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the sale
of the shares of Common Stock owned by the Selling Stockholders and offered
hereby. The Company will receive none of the proceeds of the sale of such
shares of Common Stock.
SELLING SECURITY HOLDERS
The Common Stock covered by this Prospectus is being offered by the Selling
Stockholders identified in the table below. The shares of Common Stock have
been acquired by the Selling Stockholders pursuant to the Stock Option
Agreements. The following sets forth certain information as of August 31, 1995
<PAGE> 9
with respect to the Selling Stockholders and the shares of Common Stock offered
hereby:
<TABLE>
<CAPTION>
Maximum Maximum
Shares of No. of Amount of % of Shares
Common Stock Shares Shares to be to be Held
Presently Underlying Held After After
Security Holder Position Held Options Held Offering <F1> Offering
- ----------------------- ------------------------ ------------- ------------- ------------- -------------
<C> <C> <C> <C> <C> <C>
Richard A. Berger Director of the Company 15,225 14,308 15,225 1%
and the Bank
James B. Jacobson Director of the Company 12,826 3,605 12,826 1%
and the Bank
Ronald L. Katz M.D. Director of the Company 10,823 8,768 10,823 1%
and the Bank
Joel W. Kovner, Dr.P.H. Chairman of the Board of 40,160 404,774 40,160 3%
Directors of the Company
and the Bank, President
of the Company, and
Chief Executive Officer
of the Company and the
Bank
Melinda McIntyre-Kolpin Director of the Company 1,312 81,574 1,312 <F2>
and the Bank,
President of the Bank
Ray Oyakawa Director of the Company 10,000 7,295 10,000 2%
and the Bank
Lynn Poulson, J.D. Director of the Company 9,711 20,712 9,711 1%
and the Bank, Secretary
of the Company and the
Bank
Daniel S. Rader Chief Financial Officer 1,472 34,602 1,472 <F2>
and Treasurer of the
Company, Senior Vice
President and Controller
of the Bank
David G. Rodeffer, MPH Director of the Company 21,769 26,250 21,769 2%
and the Bank, Executive
Vice President and
Chief Operating Officer
of the Bank
- ---------------
<FN>
<F1> Assumes sale of all option shares in offering.
<F2> Represents less than 1% of the Company's Common Stock.
</TABLE>
<PAGE> 10
PLAN OF DISTRIBUTION
The Selling Stockholders have not advised the Company of any specific plans
for the distribution of the shares of Common Stock covered by this Prospectus,
but it is anticipated that the Selling Stockholders may sell all or a portion
of the shares of Common Stock from time to time to purchasers directly or
through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders and/or purchasers of the shares of Common Stock for whom they may
act as agent. The Selling Stockholders will be responsible for payment of any
and all commissions to brokers, which will be negotiated on an individual
basis. The Selling Stockholders and any underwriters, dealers or agents that
participate in the distribution of the shares of Common Stock might be deemed
to be underwriters, and any profit on the sale of such shares of Common Stock
by them and any discounts, commissions or concessions received by any such
underwriters, dealers, or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. At the time a particular offer of
any of the shares of Common Stock is made, to the extent required, a supplement
to this Prospectus will be distributed which will set forth the aggregate
principal amount of stock being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions or other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers.
The shares of Common Stock may be sold in the AMEX or in privately
negotiated transactions. Sales of such shares in the over-the-counter market
may be by means of one or more of the following: (a) a block trade in which a
broker or dealer will attempt to sell his shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a dealer as principal and resale by such dealer for its account
pursuant to this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In addition, any
securities covered by this Prospectus which qualify for sale pursuant to Rule
144 of the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus. The Selling Stockholders will be subject to applicable
provisions of the Exchange Act, and the rules and regulations thereunder,
including, without limitation, Rule 10b-6 and 10b-7, which provisions may limit
the timing of purchases and sales of any of the shares of Common Stock by the
Selling Stockholders. There is no assurance that the Selling Stockholders will
sell any or all the Common Stock described here and they may transfer, devise
or gift such shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the Company
by Horgan, Rosen, Beckham & Coren, Warner Center, California.
EXPERTS
The financial statements and schedules incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, have been audited by KPMG Peat Marwick LLP, independent
public accountants, as stated in their reports, which have been incorporated
herein by reference, and have been so incorporated in reliance upon such
reports given upon the authority of that firm as experts in accounting and
auditing.
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by
reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.
(4) The description of the Company's Common Stock which is contained
in its registration statement on Form 8-A (File No. 00011223), dated May 2,
1983, filed under the Exchange Act, and any amendment or report filed for the
purpose of updating such information.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all such securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document that also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement contained in this
Registration Statement shall be deemed to be modified or superseded to the
extent that a statement contained in a subsequently filed document which is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
The Company is a Pennsylvania corporation. Section 1741 et seq. of
the Pennsylvania Business Corporation Law authorizes the Company, unless
otherwise restricted by its bylaws, to indemnify any person representing the
Company for expenses, judgments, fines and amounts paid in settlement in
<PAGE> 12
connection with third party and derivative and corporate actions, whether
civil, criminal or administrative, if such persons acted in good faith and in a
manner that such person believed to be in, or not opposed to, the best
interests of the Company. Such indemnification shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled.
Additionally, Section 1747 of the Pennsylvania Business Corporation Law permits
the Company to purchase and maintain insurance on behalf of its
representatives.
The directors and officers of the Company (referred to as the
"Corporation" in the language from the Company's Bylaws quoted below), may be
indemnified by the Company pursuant to the provisions of Section 3.15 of the
Company's bylaws. Section 3.15 provides as follows:
Section 3.15. Indemnification of Agents of the Corporation; Purchase of
Liability Insurance.
(a) For the purposes of this Section, "agent" means any person who
is or was a director, officer, employee or other agent of the
Corporation, or is or was serving at the request of the Corporation as
a director, officer, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or
was a director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Corporation or
of another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative;
and "expense" includes, without limitation, attorneys' fees and any
expenses of establishing a right to indemnification under subdivision
(d) or subdivision (e)(3) of this Section.
(b) The Corporation shall indemnify any director or officer, and
may indemnify any other agent, who was or is a party, or threatened to
be made a party, to any proceeding (other than an action by or in the
right of the Corporation) 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 and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person did not act in
good faith and in a manner which the person reasonably believed to be
in the best interests of the Corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.
(c) The Corporation shall indemnify any director or officer, and
may indemnify any other agent, who was or is a party, or is threatened
to be made a party, to any threatened, pending or completed action by
or in the right of the Corporation to procure a judgement in its favor
by reason of the fact that the person is or was an agent of the
Corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the action if
the person acted in good faith, and in a manner the person believed to
be in the best interests of the Corporation and its shareholders. No
indemnification shall be made under this subdivision (c):
<PAGE> 13
(1) In respect to any claim, issue or matter as to which the
person shall have been adjudged to be liable to the Corporation in
the performance of that person's duty to the Corporation, unless
and only to the extent that the court in which the proceeding is
or was pending, shall determine upon application that, in view of
all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses which such court
shall determine;
(2) Of amounts paid in settling or otherwise disposing of (i)
a threatened action without Board approval or (ii) a pending
action without court approval;
(3) Of expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval; or
(4) Of amounts incurred in defending a threatened action
which is settled or otherwise disposed of without Board approval.
(d) To the extent that an agent of the Corporation has been
successful on the merits in defense of any proceedings referred to in
subdivision (b) or (c) or in defense of any claim, issue or matter
therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
(e) Except as provided in subdivision (d), any indemnification
under this Section shall be made by the Corporation only if authorized
in the specific case, upon a determination that indemnification of
that agent is proper in the circumstances because the agent has met
the applicable standard of conduct set forth in subdivision (b) or
(c), by:
(1) A majority vote of a quorum consisting of directors who
are not parties to such proceeding;
(2) Approval or ratification by the affirmative vote of a
majority of the shares of the Corporation represented and voting
at a duly held meeting at which a quorum is present (which shares
voting affirmatively also constitute at least a majority of the
required quorum). For such purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or
entitled to vote thereon; or
(3) The court in which the proceeding is or was pending, upon
application made by the Corporation or the agent or the attorney
or other person rendering services in connection with the defense,
whether or not such application by the agent, attorney or other
person is opposed by the Corporation.
(f) Expenses incurred in defending any proceeding may be advanced
by the Corporation prior to the final disposition of the proceeding
upon receipt of any undertaking by or on behalf of the agent to repay
that amount unless it shall be determined ultimately that the agent is
entitled to be indemnified as authorized in this Section.
<PAGE> 14
(g) Nothing contained in this Section shall affect any right to
indemnification to which persons (other than directors and officers of
the Corporation or any subsidiary hereof) may be entitled by contract
or otherwise.
(h) No indemnification or advance shall be made under this
Section, except as provided in subdivision (d) or subdivision (e) (3),
in any circumstance where it appears:
(1) That it would be inconsistent with a provision of the
Articles, these Bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged
cause of action asserted in the proceeding in which the expenses
were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(2) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
(i) Upon and in the event of a determination by the Board to
purchase such insurance, the Corporation may purchase and maintain
insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in that capacity
or arising out of the agent's status as such whether or not the
Corporation would have the power to indemnify the agent against such
liability under the provisions of this Section.
In addition, each of the directors and officers of the Company have
entered into indemnity agreements with the Company in conformity with the Bylaw
provisions noted above.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits are as follows:
Exhibit No. Description
- ----------- --------------------------------------------------------------
4.1 Professional Bancorp, Inc. 1983 Amended and Restated Stock
Option Plan (filed as Exhibit 10(b) to the Company's
Registration Statement on Form S-1, File No. 2-76371 filed
March 8, 1982, and incorporated herein by reference).
4.2 Professional Bancorp, Inc. 1990 Amended and Restated Stock
Option Plan (filed as Exhibit 28.A in the Company's 1990 10-K
Report on Form 8, Amendment No. 1 dated April 29, 1991 and
incorporated herein by reference).
4.3 Professional Bancorp, Inc. 1992 Stock Option Plan (filed as
Exhibit 10.1 to Form 8-K dated December 18, 1990 and
incorporated herein by reference).
<PAGE> 15
5.1 Legal Opinion of Horgan, Rosen, Beckham & Coren with respect
to the validity of the shares of Common Stock registered
hereby.
23.1 Consent of Horgan, Rose, Beckham & Coren (included in
Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Deloitte & Touche LLP.
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 1993;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effect amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Company
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 purposes 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) 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 provisions of the Certificate of
Incorporation of the registrant or the laws of the state of Pennsylvania 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 of 1933 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
<PAGE> 16
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 Securities Act of 1933 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 Santa Monica, State of California on
October 12, 1995.
PROFESSIONAL BANCORP, INC.
BY: /s/ Joel W. Kovner
-------------------------------------
Joel W. Kovner, Dr. P.H.
Chairman of the Board, 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:
Signature Title Date
- ------------------------------ ----------------------------- ----------------
/s/ Joel W. Kovner Chairman of the Board, October 12, 1995
- ------------------------------ President and Chief
Joel W. Kovner, Dr. P.H. Executive Officer (Principal
Executive Officer)
/s/ Melinda McIntyre-Kolpin Director October 12, 1995
- ------------------------------
Melinda McIntyre-Kolpin
/s/ David G. Rodeffer Director October 12, 1995
- ------------------------------
David G. Rodeffer, M.P.H.
/s/ Richard A. Berger Director October 12, 1995
- ------------------------------
Richard A. Berger
/s/ James B. Jacobson Director October 12, 1995
- ------------------------------
James B. Jacobson
/s/ Ronald L. Katz Director October 12, 1995
- ------------------------------
Ronald L. Katz, M.D.
<PAGE> 17
Signature Title Date
- ------------------------------ ----------------------------- ----------------
/s/ Ray T. Oyakawa Director October 12, 1995
- ------------------------------
Ray T. Oyakawa, M.D.
/s/ Lynn O. Poulson Director October 12, 1995
- ------------------------------
Lynn O. Poulson
/s/ Daniel S. Rader Chief Financial Officer October 12, 1995
- ------------------------------ (Principal Financial and
Daniel S. Rader Accounting Officer)
<PAGE> 1
EXHIBIT 5.1
HORGAN, ROSEN, BECKHAM & COREN
3900 West Alameda, Suite 2000
Los Angeles, California 91505
(310) 552-2010
October 12, 1995
Professional Bancorp, Inc.
606 Broadway
Santa Monica, California 90401
Ladies/Gentlemen:
We have acted as special counsel to Professional Bancorp, Inc. (the
"Company") in connection with the registration by the Company of a total of
668,096 shares of the Company's common stock, $.008 par value per share (the
"Shares"), issuable by the Company upon the exercise of options granted under
the 1983 Amended and Restated Stock Option Plan and options granted and which
may be granted under the 1990 Amended and Restated Stock Option Plan and the
1992 Stock Option Plan of the Company (collectively the "Option Plans").
A registration statement on Form S-8 under the Securities Act of 1933, as
amended, covering the Shares is being filed with the Securities and Exchange
Commission concurrently herewith.
In connection herewith we have examined and relied as to matters of fact
upon such certificates of public officials, such certificates of officers of
the Company and originals or copies certified to our satisfaction of the
Certificate of Incorporation and Bylaws of the Company, as amended, proceedings
of the Board of Directors of the Company and other corporate records,
documents, certificates and instruments as we have deemed necessary or
appropriate in order to enable us to render the opinion expressed below.
In rendering the following opinion, we have assumed the genuineness of all
signatures on all documents examined by us, the authenticity of all documents
submitted to us as originals and the conformity to authentic originals of all
documents submitted to us as certified or photostatted copies, and we have
relied as to matters of fact upon statements and certifications of officers of
the Company. In addition, we have assumed that the certificates for the Shares
to be issued will conform to the specimen thereof examined by us and will be
duly registered and countersigned by the Company's transfer agent.
Based on the foregoing, we are of the opinion that when sold in accordance
with the terms and conditions of the Option Plans and the respective Stock
Option Agreements, the Shares will be duly and validly authorized and issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid registration statement on Form S-8.
Very truly yours,
Horgan, Rosen, Beckham & Coren
By: /s/ Gary M. Horgan
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in Form S-8 of Professional Bancorp,
Inc. (registration statement No. 33-75674) of our report dated February 9,
1995, relating to the consolidated statement of financial condition as of
December 31, 1994 and related consolidated statements of operations,
shareholders' equity and cash flows for the year ended December 31, 1994, which
report appears in the December 31, 1994, annual report on Form 10-K of
Professional Bancorp, Inc.
/s/ KPMG Peat Marwick LLP
Los Angeles, California
October 12, 1995
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
(No. 33-75674) of Professional Bancorp, Inc. on Form S-8 of our report dated
February 21, 1994 (April 28, 1994 as to sentences 5 through 8 of the third
paragraph of Note 14), appearing in the Annual Report on Form 10-K of
Professional Bancorp, Inc. for the year ended December 31, 1994.
/S/ DELOITTE & TOUCHE LLP
Los Angeles, California
October 12, 1995
