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As filed with the Securities and Exchange Commission on July 16, 1998
Registration No.________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PNB FINANCIAL GROUP
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(Exact Name of Registrant as Specified in Its Charter)
California
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(State or Other Jurisdiction of Incorporation or Organization)
95-3847640
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(I.R.S. Employer Identification No.)
4665 MacArthur Court, Newport Beach, California 92660
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(Address of Principal Executive Offices) (Zip Code)
1995 INCENTIVE STOCK OPTION PLAN
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(Full title of the plan)
Doug L. Heller
Pacific National Bank
4665 MacArthur Court, Newport Beach, California 92660
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(Name and Address of Agent For Service)
(714) 851-1033
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(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price per Offering Registration
Registered Registered Share/(1)/ Price/(1)/ Fee
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Common Stock, no
par value 50,000 shares $36.3125 $1,815,625 $550.19
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/(1)/ Computed pursuant to Rule 457(h) on the basis of the average of the bid
and asked price of the Common Stock on July 14, 1998
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STATEMENT
This Registration Statement relates to the registration of additional
shares of the common stock of registrant reserved for issuance under the
Registrant's 1995 Incentive Stock Option Plan. Pursuant to General Instruction E
of Form S-8, the contents of the Registration Statement on Form S-8 (SEC File
#333-17997) filed by the Registrant with the Securities and Exchange Commission
and effective on December 17, 1996 are hereby incorporated by reference herein.
ITEM 8.
The exhibits listed in the accompanying index to exhibits are filed or
incorporated as a part of this Registration Statement.
2
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EXHIBIT INDEX
Exhibit No. Exhibit
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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.
3
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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 July 14, 1998.
PNB FINANCIAL GROUP
By: /s/ Allen C. Barbieri
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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.
Signatures Title Date
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/s/ Allen C. Barbieri President and Director July 14, 1998
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Allen C. Barbieri
/s/ Bernard E. Schnieder Chairman of the Board July 14, 1998
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Bernard E. Schnieder
/s/ Doug L. Heller Chief Financial Officer July 14, 1998
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Doug L. Heller
/s/ Martin T. Hart Director July 14, 1998
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Martin T. Hart
/s/ Barney Whitesell Director July 14, 1998
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Barney Whitesell
/s/ Jon A. Salquist Director July 14, 1998
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Jon A. Salquist
4
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EXHIBIT INDEX
Exhibit No. Exhibit
- ---------- -------
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.
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EXHIBIT 5.1
DAY, CAMPBELL & McGILL
July 16, 1998
PNB Financial Group
4665 MacArthur Court
Newport Beach, California 92660
Re: Registration Statement on Form S-8 for 1995 Incentive Stock
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Option Plan
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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 July 16, 1998, 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.
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
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EXHIBIT 23.2
McGLADREY & PULLEN, LLP
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Certified Public Accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement filed
on approximately July 9, 1998 on Form S-8 covering the 1995 Incentive Stock
Option Plan and related Prospectus of our report, dated January 29, 1998 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, 1997 and 1996.
/s/ McGladrey & Pullen, LLP
Anaheim, California
July 8, 1998
