As filed with the Securities and Exchange Commission on: November 22, 1996
Registration No. 33-21694
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_______________
SUNRISE BANCORP
(Exact name of registrant as specified in its charter)
California 94-2819328
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
5 SierraGate Plaza, Roseville, California 95678
(Address of principal executive offices) (Zip Code)
Sunrise Bancorp 1981 Amended and Restated Stock Option Plan
(Full title of the plans)
Allen H. Blake
Vice President, Chief Financial Officer and Secretary
First Banks America, Inc., as successor to Sunrise Bancorp
8820 Westheimer Road, Houston, Texas 77263-0369
(Name and address of agent for service)
(713) 781-7171
(Telephone number, including area code, of agent for service)
<PAGE>
DEREGISTRATION OF CERTAIN SHARES OF COMMON STOCK
Sunrise Bancorp filed a registration statement on Form S-8 with
respect to 765,778 shares of its common stock (as adjusted for stock
dividends) (the Common Stock") to be issued pursuant to the Sunrise
Bancorp 1981 Amended and Restated Stock Option Plan (the "Plan"). As
of November 1, 1996, Sunrise Bancorp had issued 58,250 shares of Common
Stock pursuant to this registration statement. In connection with the
merger of Sunrise Bancorp with and into First Banks America, Inc.
("FBA") on November 1, 1996, the Plan terminated and outstanding options
with exercise prices of less than $4.00 per share were canceled in
exchange for the payment of an amount equal to $4.00 per share of Common
Stock subject to the option minus the exercise price. Any options which
were not surrendered for cancellation prior to November 1, 1996 terminated.
As the successor issuer to Sunrise Bancorp, FBA hereby deregisters 707,528
shares of Common Stock remaining unsold under this registration statement.
<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 post-effective amendment to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Houston, Texas
on this 22nd day of November, 1996.
FIRST BANKS AMERICA, INC.,
as successor to Sunrise Bancorp
By \s\ ALLEN H. BLAKE
Allen H. Blake
Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
effective amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
Signature Title Date
\s\ JAMES F. DIERBERG
James F. Dierberg Chairman of the Board and November 22, 1996
Chief Executive Officer
(Principal Executive Officer)
\s\ ALLEN H. BLAKE
Allen H. Blake Vice President, Chief November 22, 1996
Financial Officer (Principal
Financial Officer and
Principal Accounting
Officer)
Charles A. Crocco, Jr. Director
Edward T. Story, Jr. Director
\s\ MARK T TURKCAN
Mark T. Turkcan Director November 22, 1996
\s\ DONALD W. WILLIAMS
Donald W. Williams Director November 22, 1996
