<PAGE> 1
As filed with the Securities and Exchange Commission on June __, 1996
Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SOUTH VALLEY BANCORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 94-2818095
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
SOUTH VALLEY BANCORPORATION 1995 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
BRAD L. SMITH
SOUTH VALLEY BANCORPORATION
500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(408) 778-1510
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 365,200 (1) $14.50 (2) $5,295,400 (2) $1,826
====================================================================================================================
</TABLE>
1 Issuable upon exercise of options to be granted under the South Valley
Bancorporation 1995 Stock Option Plan.
2 Estimated solely for the purpose of determining the registration
fee, based upon the average of the bid and asked prices for the Common
Stock on June 24, 1996, pursuant to Rule 457(h).
This registration statement, including exhibits, consists of 10
sequentially numbered pages. The Exhibit Index is located at page 8.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required to be included in the Section 10(a) prospectus
is not required to be included herein.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed by the Company with the
Commission are incorporated in this registration statement by reference:
(a)(1) The Company's Annual Report on Form 10-K for the
year ended December 31, 1995 filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
(2) The Company's Amendment No. 1 to Annual Report on
Form 10-K for the year ended December 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act.
(b)(1) The Company's Current Reports on Form 8-K dated April
5, April 30 and May 30, 1996, filed pursuant to Section 13(a) of the Exchange
Act.
(2) The Company's Quarterly Report on form 10-Q for the
quarter ended March 31, 1996, filed pursuant to Section 13(a) of the Exchange
Act.
(c) The description of the Company's common stock set forth under the
heading "Description of the Capital Stock of the Holding Company" in the
prospectus contained in Amendment No. 2 to the Company's Registration Statement
No. 2-78293-LA on Form S-18 filed with the Commission on September 2, 1982.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 such filing.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
2
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ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the Company. The Articles of
Incorporation and Bylaws of the Company permit indemnification of directors and
officers to the maximum extent permitted by California law. The Company has in
effect director and officer liability insurance policies indemnifying the
Company and the officers, directors and certain assistant officers of the
Company and officers and directors of the Company's subsidiaries within specific
limits for certain liabilities incurred by reason of their being or having been
directors or officers. The Company pays the entire premium for these policies.
In addition, the Company has entered into indemnification agreements with all
directors and officers to provide indemnification to the maximum extent
permitted by the Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
*4.1 South Valley Bancorporation 1995 Stock Option Plan
*4.2 Form of Nonstatutory Stock Option Agreement under 1995 Stock
Option Plan
*4.3 Form of Incentive Stock Option Agreement under 1995 Stock
Option Plan
*4.4 Form of Nonstatutory Stock Option Agreement for Outside
Directors under 1995 Stock Option Plan
4.5 Articles of Incorporation (incorporated by reference from
exhibit to South Valley Bancorporation's Annual Report on From
10-K for the fiscal year ended December 31, 1991, filed with
the Commission)
3
<PAGE> 4
4.6 Bylaws (incorporated by reference from exhibit to South Valley
Bancorporation's Annual Report on From 10-K for the fiscal
year ended December 31, 1991, filed with the Commission)
5 Opinion of Counsel Bronson, Bronson & McKinnon
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
(*) Incorporated by reference from exhibit filed with the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, filed with
the Commission
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 (the "Securities Act");
(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
4
<PAGE> 5
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, 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 undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, 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 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 of 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.
5
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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 Morgan Hill, State of California, on June 19, 1996.
SOUTH VALLEY BANCORPORATION
By /s/ Brad L. Smith
-----------------------
Brad L. Smith
President and
Chief Executive Officer
Power of Attorney
Each person whose signature appears below on this registration
statement hereby constitutes and appoints Brad L. Smith his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign registration statements
pursuant to the Securities Act of 1933, as amended, relating to the registration
of shares of Common Stock of South Valley Bancorporation to be offered pursuant
to the South Valley Bancorporation 1995 Stock Option Plan and to sign any and
all amendments (including post-effective amendments and amendments thereto) to
such registration statements, and to file the same, with all 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 in connection therewith, 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 substitute or substitutes, may lawfully
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 below by the following persons in the
capacities and on the dates indicated.
6
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Signature Title Date
/s/ Brad L. Smith
- ------------------------ President, June 20,1996
Brad L. Smith Chief Executive
Officer and Director
/s/ Richard L. Conniff
- ------------------------ Chief Financial June 24, 1996
Richard L. Conniff Officer
/s/ Laurence M. Connell
- ------------------------ Director June 30, 1996
Laurence M. Connell
/s/ Joseph A. Filice
- ------------------------ Director June 20, 1996
Joseph A. Filice
/s/ Eugene R. Guglielmo
- ------------------------ Director June 20, 1996
Eugene R. Guglielmo
/s/ Roger C. Knopf
- ------------------------ Director June 20, 1996
Roger C. Knopf
/s/ Edward J. Lazzarini
- ------------------------ Director June 20, 1996
Edward J. Lazzarini
/s/ Donald G. Mountz
- ------------------------ Director June 20, 1996
Donald G. Mountz
- ------------------------ Director June __, 1996
James R. Price
/s/ Mary Lou Rawitser
- ------------------------ Director June 20, 1996
Mary Lou Rawitser
/s/ Brad L. Smith
- ------------------------ Director June 20, 1996
Brad L. Smith
7
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INDEX OF EXHIBITS
No. Description
*4.1 South Valley Bancorporation 1995 Stock Option Plan
*4.2 Form of Nonstatutory Stock Option Agreement under 1995 Stock
Option Plan
*4.3 Form of Incentive Stock Option Agreement under 1995 Stock
Option Plan
*4.4 Form of Nonstatutory Stock Option Agreement for Outside
Directors under 1995 Stock Option Plan
4.5 Articles of Incorporation (incorporated by reference from
exhibit to South Valley Bancorporation's Annual Report on From
10-K for the fiscal year ended December 31, 1991, filed with
the Commission)
4.6 Bylaws (incorporated by reference from exhibit to South Valley
Bancorporation's Annual Report on From 10-K for the fiscal
year ended December 31, 1991, filed with the Commission)
5 Opinion of Counsel Bronson, Bronson & McKinnon LLP
23.1 Consent of Deloitte & Touche LLP, Independent Auditors
23.2 Consent of Counsel (See Exhibit 5)
24 Power of Attorney (see signature pages)
(*) Incorporated by reference from exhibit filed with the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995, filed with
the Commission
8
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EXHIBIT 5
[BRONSON, BRONSON & MCKINNON LLP LETTERHEAD]
June 19, 1996
Board of Directors
South Valley Bancorporation
500 Tennant Station
Morgan Hill, California 95037
Re: South Valley Bancorporation 1995 Stock Option Plan
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by South
Valley Bancorporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 365,200
shares of the Company's Common Stock, no par value, issuable under the Company's
1995 Stock Option Plan. As counsel to the Company, we have examined such
questions of law and such corporate records and other documents as we have
considered necessary or appropriate for the purposes of this opinion and, upon
the basis of such examination, advise you that in our opinion these shares have
been duly and validly authorized and, when issued and sold in the manner
contemplated by the Registration Statement, will be validly issued, fully paid,
and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Bronson, Bronson & McKinnon LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Rigistration Statement of
South Valley Bankcorporation on Form S-8 of our report dated January 26, 1996,
appearing in the Annual Report on Form 10-K of South Valley Bancorporation for
the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
San Jose, California
June 27, 1996
