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As filed with the Securities and Exchange Commission on December 17, 1996
No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PNB FINANCIAL GROUP
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA 95-3847640
(State or Other Jurisdiction of (I. R. S. Employer Identification No.)
Incorporation or Organization)
4665 MACARTHUR COURT
NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices)(Zip Code)
1995 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
____________
DOUG L. HELLER
PACIFIC NATIONAL BANK
4665 MACARTHUR COURT
NEWPORT BEACH, CALIFORNIA 92660
(Name and Address of Agent for Service)
(714) 851-1033
(Telephone Number, Including Area Code, of Agent for Service)
__________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share (1) Offering Price (1) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 $10.00 $500,000 $151.52
no par value
====================================================================================================================================
</TABLE>
(1) Pursuant to Rules 457(c) and 457(h), the offering price and registration fee
is computed on the basis of the average of the bid and the ask prices in the
over-the-counter market as reported for December 9, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to participants in
the 1995 Incentive Stock Option Plan as specified by Rule 428(b)(1). Such
documents need not be filed with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents of PNB Financial Group, a California
corporation (the "Company") previously filed with the Commission are
incorporated herein by reference:
1. Annual Report on Form 10-KSB for the Company's fiscal year ended
December 31, 1995;
2. Quarterly Reports on Form 10-QSB for the fiscal quarters ended
March 31, 1996, June 30, 1996, and September 30, 1996 respectively; and
3. Current Report on Form 8-K dated June 4, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
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 the
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the shareholders and, upon the giving of
notice as required by law, are entitled to cumulate their votes in the election
of directors. Holders of shares of Common Stock are entitled to share ratably
in dividends, if any as may be declared, from time to time by the Board of
Directors in its discretion, from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
shares of Common Stock are entitled to share pro rata all assets remaining after
payment in full of all liabilities. Holders of Common Stock have no preemptive
or other subscription rights, and there are no conversion rights or redemption
or sinking fund provisions with respect to such shares.
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 makes provision
for the indemnification of officers and directors in terms sufficiently broad to
include indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933 ,
as amended (the "Act"). The Articles of Incorporation of the Company authorize
the Company to provide indemnification of its officers, directors and agents for
breach of duty to the Company and its shareholders through bylaw
3
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provisions and/or indemnification agreements. The Company's Bylaws provide for
the indemnification of its officers and directors to the fullest extent
permitted by law.
In addition, as permitted by Section 2094(a)(10) of the California
General Corporation Law, the Articles of Incorporation and Bylaws of the Company
provide that the liability of the directors of the Company for monetary damages
shall be eliminated to the fullest extent permissible under California law.
However, as provided by California law, such a limitation will not act to limit
the liability of a director for (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interest of the Company or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Company or its shareholders in circumstances in which the
director was aware or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Company or
its shareholders, (v) acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the Company
or its shareholders, (vi) any improper transactions between a director and the
Company in which the director has a material financial interest or (vii) any
unlawful distributions to the shareholders of the Company or any unlawful loan
of money or property to, or a guarantee of the obligation of, any director or
officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index appearing at page 6.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a)(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 which, individually
or together, represent a fundamental change in the information in the
registration statement; and
(iii) To include any additional changes on the plan of distribution.
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 Exchange Act 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, treat each such post-effective amendment as a new registration
statement of the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) To remove from any of the securities that remain unsold at the end of the
offering.
(e) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions,
or otherwise, the small business issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling person of
the small business issuer 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 small business issuer
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.
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ---------- -------
<S> <C>
4.1 Restated Articles of Incorporation (1)
4.2 Amended Articles of Incorporation (2)
4.3 Bylaws of the Company (3)
5.1 Opinion of Day Campbell & McGill
23.1 Consent of Day Campbell & McGill (included in Exhibit 5.1).
23.2 Consent of McGladrey & Pullen, LLP, Independent Certified Public Accountants.
(1) Filed as Exhibit 3.1 to Registrant's 1989 Annual Report on Form 10-K, which is incorporated herein by reference.
(2) Filed as Exhibit 3.3 to Registrant's 1990 Annual Report on Form 10-K, which is incorporated herein by reference.
(3) Filed as Exhibit 6, to Registrant's Registration Statement on Form S-14 (File No. 2-78580), which exhibit is
incorporated herein by reference.
</TABLE>
6
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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 Newport Beach, State of California, on December 11,
1996.
PNB FINANCIAL GROUP
By: /s/ ALLEN C. BARBIERI
----------------------------
Allen C. Barbieri
President and Director
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 date indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ ALLEN C. BARBIERI
- ------------------------ President and Director December 11, 1996
Allen C. Barbieri
/s/ BERNARD E. SCHNIEDER
- ------------------------ Chairman of the Board December 11, 1996
Bernard E. Schnieder
/s/ DOUG L. HELLER
- ------------------------ Chief Financial Officer December 11, 1996
Doug L. Heller
/s/ MARTIN T. HART
- ------------------------ Director December 11, 1996
Martin T. Hart
/s/ G. MITCHELL MORRIS
- ------------------------ Director December 11, 1996
G. Mitchell Morris
/s/ JON A. SALQUIS
- ------------------------ Director December 11, 1996
Jon A. Salquis
</TABLE>
7
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[LETTERHEAD OF DAY CAMPBELL & MCGILL]
Our File Number
04011.001
December 12, 1996
PNB Financial Group
4665 MacArthur Court
Newport Beach, California 92660
Re: Registration Statement on Form S-8 for 1995 Incentive Stock
-----------------------------------------------------------
Option Plan
-----------
Ladies and Gentlemen:
We have acted as counsel to PNB Financial Group, a California
corporation (the "Company"), and in such capacity have examined the form of
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission by the Company on or about December
13, 1996, in connection with the registration under the Securities Act of 1933,
as amended (the "Act") of up to 50,000 shares of common stock, no par value, of
the Company (the "Shares"). The Shares are to be sold by the Company upon the
exercise of stock options to be granted by the Company under its 1995 Incentive
Stock Option Plan. The Shares will be offered and sold pursuant to the Company's
Registration Statement.
As counsel for the Company and for purposes of this opinion, we
have made those examinations and investigations of legal and factual matters we
deemed advisable, and have examined the originals, or copies certified to our
satisfaction as being true copies of the originals, of those corporate records,
certificates, documents and other instruments which we, in our judgment, have
considered necessary or appropriate to enable us to render the opinion expressed
below. For these purposes, we have relied, without independent investigation,
upon certificates provided by public officials and by officers of the Company as
to certain factual matters. We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to the original documents of documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of the latter
documents.
On the basis of the foregoing, and relying solely thereon, we are
of the opinion that the Shares are duly authorized and, provided the Shares are
issued, delivered and paid for in the manner and upon the terms contemplated by
the Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
<PAGE>
PNB Financial Group
December 12, 1996
Page 2
No opinion is expressed herein as to the application of state
securities or Blue Sky laws.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
DAY CAMPBELL & McGILL
/s/ Day Campbell & McGill
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
filed on approximately December 13, 1996 on Form S-8 covering the 1985 Amended
Non-Qualified Stock Option Plan and in the Registration Statement filed on
approximately December 13, 1996 on Form S-8 covering the 1995 Incentive Stock
Option Plan and related Prospectuses of our report, dated January 19, 1996 with
respect to the consolidated financial statements of PNB Financial Group and
subsidiary included in the Company's Annual Report on Form 10-KSB for the years
ended December 31, 1995 and 1994.
McGladrey & Pullen, LLP
Anaheim, California
December 13, 1996
