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As filed with the Securities and Exchange Commission on February 3, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
REDDING BANCORP
(Exact name of registrant as specified in its charter)
California 94-2823865
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1951 Churn Creek Road
Redding, California 96002
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(Address of Principal (Zip Code)
Executive Offices)
REDDING BANCORP 1998 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
LINDA J. MILES MICHELLE ROWE HALLSTEN
Redding Bancorp Pillsbury Madison & Sutro LLP
1951 Churn Creek Road 400 Capitol Mall, Suite 1700
Redding, CA 96002 Sacramento, CA 95814
(530) 224-3333 (916) 329-4700
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(Name, address and telephone
number, including area code,
of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock,
no par value per share 540,000 $ 9.66 $ 5,216,730 $ 1,450.25
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</TABLE>
(1) The Proposed Maximum Offering Price Per Share was estimated pursuant to
Rule 457(h) under the Securities Act of 1933, as amended (the
"Securities Act"). With respect to the 411,000 shares that are subject
to outstanding options to purchase Common Stock under the 1998 Stock
Option Plan, the weighted average exercise price is $9.62. With respect
to the 129,000 shares of Common Stock available for future grant under
the 1998 Stock Option Plan, the per share price was determined by
reference to the book value of the Registrant's Common Stock as of
December 31, 1998, which was $9.79. The number referenced above in the
table entitled "Proposed Maximum Offering Price Per Share" represents a
weighted average of the foregoing estimates calculated in accordance
with Rule 457(h).
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The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's effective Registration Statement on Form 10 under
the Securities Exchange Act of 1934, as amended (File No. 0-25135), which
contains, among other things, the consolidated financial statements of the
Registrant and certain supplementary data for the fiscal year ended December 31,
1997, together with the report thereon of KPMG LLP, independent auditors.
(2) The description of Registrants' Common Stock contained in the
Registrant's Registration Statement on Form 10 under the Securities Exchange Act
of 1934, as amended (File No. 0-25135), including any subsequent amendment or
report filed for the purpose of updating such information.
In addition, all documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then 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.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law provides for the
indemnification of officers, directors and other corporate agents, subject to
limited exceptions, against liabilities arising by reason of their status or
services as an officer, director or corporate agent. The indemnification law of
the State of California generally allows indemnification in matters not
involving the right of the corporation, to an agent of the corporation if such
person acted in good faith and in a manner such person reasonably believed to be
in the best interests of the corporation, and in the case of a criminal matter,
had no reasonable cause to believe the conduct of such person was unlawful.
California law, with respect to matters involving the right of a corporation,
allows indemnification of an agent of the corporation, if such person acted in
good faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders; provided that there shall be no
indemnification for (i) amounts paid in settling or otherwise disposing of a
pending action without court approval, (ii) expenses incurred in defending a
pending action which is settled or otherwise disposed of without court approval,
(iii) matters in which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the court in which the proceeding
is or was pending shall determine that such person is entitled to be indemnified
or (iv) other matters specified in the California General Corporation Law.
Section 12 of Article III of the Registrant's bylaws (Exhibit 3.2 to the
Registrant's Form 10 Registration Statement) provides for indemnification of the
Registrant's directors, officers, employees and other agents of the Registrant
to the extent and under the circumstances permitted by the California General
Corporation Law. The Registrant's bylaws also provide that the Registrant shall
have the power to purchase and maintain insurance covering its directors,
officers and employees against any liability asserted against any of them and
incurred by any of them, whether or not the Registrant would have the power to
indemnify them against such liability under the provisions of applicable law or
the provisions of the Registrant's bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
<S> <C>
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 10 Registration
Statement, File No. 0-25135).
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of KPMG LLP.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1 Power of Attorney (see page 6).
</TABLE>
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;
(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 Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
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(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) The undersigned Registrant hereby further 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 Securities Exchange Act of 1934 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) 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.
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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 January 19,
1999.
REDDING BANCORP
By /s/ Linda J. Miles
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Linda J. Miles
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Russell L. Duclos and Linda J. Miles, and each of
them, his or her true and lawful attorney-in-fact and agent, each with full
power of substitution and resubstitution, for him and in his name, 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 exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute or substitutes, may do
or cause to be done by virtue hereof.
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 date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Russell L. Duclos President, Chief Executive January 19, 1999
- ------------------------------------ Officer and Director (Principal
Russell L. Duclos Executive Officer)
/s/ Linda J. Miles Executive Vice President and January 19, 1999
- ------------------------------------ Chief Financial Officer and
Linda J. Miles Assistant Secretary (Principal
Financial Officer and
Accounting Officer)
/s/ Robert C. Anderson Chairman of the Board January 19, 1999
- ------------------------------------
Robert C. Anderson
</TABLE>
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Welton L. Carrel Director January 19, 1999
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Welton L. Carrel
/s/ John C. Fitzpatrick Director January 19, 1999
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John C. Fitzpatrick
/s/ Kenneth R. Gifford, Jr. Director January 19, 1999
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Kenneth R. Gifford, Jr.
/s/ Harry L. Grashoff, Jr. Director January 19, 1999
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Harry L. Grashoff, Jr.
/s/ Richard W. Green Director January 19, 1999
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Richard W. Green
/s/ Charles E. Metro Director January 19, 1999
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Charles E. Metro
/s/ Eugene L. Nichols Director January 19, 1999
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Eugene L. Nichols
/s/ David H. Scott Director January 19, 1999
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David H. Scott
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
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<S> <C>
4.1 Specimen Common Stock Certificate (incorporated herein by
reference to Exhibit 4.1 to the Registrant's Form 10 Registration
Statement, File No. 0-25135).
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of KPMG LLP.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1 Power of Attorney (see page 6).
</TABLE>
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EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
400 CAPITOL MALL, SUITE 1700
SACRAMENTO, CA 95814
Tel: (916) 329-4700
Fax: (916) 441-3583
February 2, 1999
Redding Bancorp
1951 Churn Creek Road
Redding, CA 96002
Re: Registration Statement on Form S-8 -- 1998 Stock Option Plan
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
Redding Bancorp, a California corporation (the "Company"), with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to 540,000 shares of the Company's Common Stock issuable pursuant to the
Company's 1998 Stock Option Plan (the "Plan"), it is our opinion that such
shares of the Common Stock of the Company, when issued and sold in accordance
with the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Pillsbury Madison & Sutro LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the 1998 Stock Option Plan of Redding
Bancorp of our report dated January 12, 1998, except as to Note 12, which is as
of June 16, 1998, with respect to the consolidated balance sheets of Redding
Bancorp and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the years in the three year period ended December 31, 1997, which report
appears in Form 10, (File No. 0-25135) of Redding Bancorp.
Sacramento, California
January 28, 1999
/s/ KPMG LLP
