As filed with the Securities and Exchange Commission on June 1, 1995
Registration No. 33-58379
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SDNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 95-3725079
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
Murray L. Galinson
President and Chief Executive Officer
1420 Kettner Boulevard
San Diego, California 92101
(619) 233-1234
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With Copies to:
Lawrence M. Sherman, Esq. Theodore G. Johnsen, Esq.
Sherman & Eggers, P.C. Arnold & Porter
350 West Ash Street, Suite 1100 777 South Figueroa Street
San Diego, California 92101 Los Angeles, California 90017-2513
(619) 338-4900 (213) 243-4000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. []
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. []
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of class Proposed maximum Proposed maximum
of securities Amount to offering price aggregate offering Amount of
to be registered be registered per security<F1> price<F1> registration fee
<S> <C> <C> <C> <C>
Common Stock
(no par value) 769,582 $4.34 $3,339,986 $1,151.72
Subscription Rights
to purchase Common Stock 769,582 (2)<F2> (2)<F2> None
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
the Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended,
or until the Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may determine.
<FN>
<F1>
(1) Estimated solely for the purpose of calculating the registration fee.
<F2>
(2) No separate consideration will be received for the Subscription Rights.
<F3>
(3) 1/29 of 1% of the proposed maximum aggregate offering price. Previously paid.
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission registration
fee $1,151.72
Fees and expenses of Subscription Agent,
Transfer Agent, and Registrar 10,000.00
Printing and engraving expenses 5,000.00*
Legal fees and expenses $175,000.00*
Accounting fees and expenses 10,000.00*
Blue Sky fees and expenses $8,000.00*
Fees and expenses of Company's Financial
Advisor $35,000.00
Fees and expenses of the Information
Agent $ 6,000.00
NASDAQ/NMS Listing Fees $17,500.00*
Miscellaneous expenses $82,348.28*
Total $350,000.00*
________________
* Estimated
Item 15. Indemnification of Directors and Officers
The Company has adopted provisions in its Restated Articles of
Incorporation which provide for indemnification of its officers and
directors in excess of the indemnification expressly permitted by
Section 317 of the California General Corporation Law, as amended (the
"Code"), subject to applicable limits in the Code with respect to
breach of duty to the Company and its shareholders. As authorized by
the Code, the Restated Articles of Incorporation limit the liability of
directors to the Company for monetary damages. The effect of this
provision is to eliminate the rights of the Company and its
shareholders (through shareholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of
the fiduciary duty of care as a director (including breaches resulting
from negligent behavior) except in certain limited situations. This
provision does not limit or eliminate the rights of the Company or any
shareholder to seek non-monetary relief such as an injunction or
rescission in the event of a breach of a director's duty of care.
These provisions will not alter the liability of directors under
federal securities laws. In addition, the Company has entered into
Indemnification Agreements with each director and executive officer
which provide that the Company shall indemnify such directors and
executive officers to the fullest extent authorized by the Code. The
Company and its directors and officers are also insured up to
$3 million for liability arising from claims against the Company's
directors and officers in their capacities as such.
Item 16. Exhibits
3(a)* Restated Articles of Incorporation, as amended (incorporated by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1988, SEC File No. 0-11117).
3(b)* Bylaws, as amended through May 18, 1988 (incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended
December 31, 1988, SEC File No. 0-11117).
4* Common Stock Specimen Certificate (incorporated by reference
from the Company's Registration Statement on Form S-14, filed
April 27, 1982, SEC File No. 2-77187).
5* Opinion of Arnold & Porter, dated May 24, 1995.
23(a) Consent of Coopers & Lybrand L.L.P., dated May 26, 1995.
23(b)* Consent of Arnold & Porter (included as part of Exhibit 5).
<PAGE>
23(c) Consent of Hoefer & Arnett, Incorporated (included as part of
Exhibit 99(g)).
99(a)* Form of Subscription Agent Agreement between the Company and
American Stock Transfer & Trust Company.
99(b)* Form of Subscription Warrant.
99(c)* Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies, and Other Nominees.
99(d)* Form of Transmittal Letter to Holders of Common Stock whose
addresses are within the continental United States or Canada and
who do not have A.P.O. or F.P.O. addresses.
99(e)* Instructions Booklet.
99(f)* Form of Letter of Transmittal to Holders of Common Stock whose
addresses are outside the continental United States and Canada or
who have A.P.O. and F.P.O addresses.
99(g) Opinion of Hoefer & Arnett, Incorporated.
* Previously filed.
Item 17. Undertakings
The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended (the "Securities
Act") each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company 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 Company 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 and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Amendment to its Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Diego, California, on June 1, 1995.
SDNB Financial Corp.
By /s/Murray L.Galinson
Murray L. Galinson
President 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
in the capacities and on the dates indicated.
Signatures Title Date
Chairman of the Board and
Director June _, 1995
CHARLES I. FEURZEIG
President, Chief Executive
/s/Murray L. Galinson Officer, and Director June 1, 1995
MURRAY L. GALINSON
Director June _, 1995
MARGARET COSTANZA
/s/Karla J. Hertzog* Director June 1, 1995
KARLA J. HERTZOG
/s/Robert B. Horsman* Director June 1, 1995
ROBERT B. HORSMAN
/s/Mark P. Mandell* Director June 1, 1995
MARK P. MANDELL
/s/Patricia L. Roscoe* Director June 1, 1995
PATRICIA L. ROSCOE
/s/Julius H. Zolezzi* Director June 1, 1995
JULIUS H. ZOLEZZI
Senior Vice President,
Secretary, and Chief
/s/Howard W. Brotman Financial Officer June 1, 1995
HOWARD W. BROTMAN
* By Howard W. Brotman, attorney-in-fact.
<PAGE>
INDEX OF EXHIBITS
3(a)* Restated Articles of Incorporation, as amended (incorporated by
reference from the Company's Annual Report on Form 10-K for the
year ended December 31, 1988, SEC File No. 0-11117).
3(b)* Bylaws (incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1988, SEC File No.
0-11117).
4* Common Stock Specimen Certificate (incorporated by reference from
the Company's Registration Statement on Form S-14, filed
April 27, 1982, SEC File No. 0-11117).
5* Opinion of Arnold & Porter, dated May 24, 1995.
23(a) Consent of Coopers & Lybrand L.L.P., dated May 26, 1995.
23(b)* Consent of Arnold & Porter (included as part of Exhibit 5).
23(c) Consent of Hoefer & Arnett, Incorporated (included as part of
Exhibit 99(g)).
99(a)* Form of Subscription Agent Agreement between the Company and
American Stock Transfer & Trust Company.
99(b)* Form of Subscription Warrant.
99(c)* Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies, and Other Nominees.
99(d)* Form of Transmittal Letter to Holders of Common Stock whose
addresses are within the continental United States or Canada and
who do not have A.P.O. or F.P.O. addresses.
99(e)* Instructions Booklet.
99(f)* Form of Letter of Transmittal to Holders of Common Stock whose
addresses are outside the continental United States and Canada or
who have A.P.O. and F.P.O addresses.
99(g) Opinion of Hoefer & Arnett, Incorporated.
* Previously filed.
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of SDNB Financial Corp. (the "Company") on Form S-3 of our
report, which includes an explanatory paragraph related to the outcome of
litigation, dated February 17, 1995, on our audits of the consolidated
financial statements of the Company as of December 31, 1994 and 1993, and
for each of the three years in the period ended December 31, 1994, which
report is included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the refernce to our firm
under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
San Diego, California
May 26, 1995
Exhibit 99(g)
[HOEFER & ARNETT LETTERHEAD]
May 26, 1995
Board of Directors
SDNB Financial Corp.
1420 Kettner Blvd.
San Diego, CA 92101
Dear Members of the Board:
You have requested our opinion as to the fairness to the shareholders
of SDNB Financial Corp. ("SDNB" or the "Company") from a financial
point of view, of the terms and conditions of the proposed private
placement and rights offering (collectively, the "Offering") of common
stock by the Company as stated in the Registration Statement on
Form S-3 (the "Registration Statement"), attached hereto as Exhibit A
and incorporated herein by this reference.
Qualifications of the Appraiser
Hoefer & Arnett, Incorporated ("H&A") conducts business in investment
banking and securities brokerage specific to independent financial
institutions. The analysis of securities and of mergers, acquisitions,
tender offers and other corporate transactions for the purpose of (i)
providing transactional advice and assistance, (ii) investment
research, (iii) capital financing activities, and (iv) rendering
opinions concerning fairness, is a normal part of this business. H&A
currently conducts dealer markets in the shares of more than 100
independent California financial institutions, but not SDNB. In
addition, the principals of H&A have substantially broader experience
in investment and commercial banking, some of which may be deemed
applicable to this evaluation and opinion.
Procedure.
In connection with our opinion, we have, among other things: (i)
reviewed the Registration Statement (Exhibit A) including the terms and
conditions of the Offering; (ii) reviewed certain publicly available
financial and other data with respect to SDNB, including the financial
statements for recent years and interim periods to date and certain
other relevant financial and operating data relating to the Company
made available to us from published sources and from the internal
records of the Company including the 10-Q for the most recent quarter
ended March 31, 1995 and asset quality migration analysis dated
March 31, 1995; (iii) compared the Company from a financial point
of view with certain other companies in the financial services industry
which we deemed relevant; (iv) considered the financial terms and
conditions, to the extent publicly available, of selected common stock
offerings of financial institutions, which we deemed to be comparable,
in whole or in part, to the Offering and the Company; (v) reviewed and
discussed with representatives of the management of the Company certain
information of a business and financial nature regarding the Company,
furnished to us by them, including the related assumptions of the
Company: (vi) discussed the Proxy Statement with the Company's counsel
and (vii) performed such other analyses and examinations as we have
deemed appropriate. H&A also conducted its own assessment of general
economic, market and financial conditions.
<PAGE>
In connection with our review, we have not independently verified any
of the foregoing information, have relied on all such information and
assumed that all such information is complete and accurate in all
material respects. We have also assumed that there has been no
material change in the Company's assets, financial condition, results
of operations, business or prospects since the date of the last
financial statements made available to us. In addition, we have not
made an independent evaluation, appraisal or physical inspection of
the assets or individual properties of the Company. Further, our opinion
is based on economic, monetary and market conditions existing as of the
date hereof.
Based upon the foregoing, and reliance thereon, it is our opinion that,
as of the date hereof, the consideration to be received pursuant to the
Offering and the terms and conditions that exist as of the date hereof,
taken as a whole, are fair from a financial point of view to the
shareholders of SDNB Financial Corp. Our opinion should not be
construed in any way as a valuation of the Company nor as a
recommendation to participate in the Offering. Further any material
changes in the terms and conditions of the proposed Offering prior to
closing would render this opinion invalid.
We hereby consent to the inclusion of this opinion as the Appendix to
the Prospectus that is a part of the Registration Statement and to the
reference to our firm under the caption "THE SUBSCRIPTION OFFERING --
Determination of Subscription Price and Fairness Opinion" in the
Prospectus.
Very truly yours,
/S/ HOEFER & ARNETT, INCORPORATED
HOEFER & ARNETT, INCORPORATED
