<PAGE>
As filed with the Securities and Exchange Commission on July 26, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------
NATIONAL MERCANTILE BANCORP
(Exact name of registrant as specified in its charter)
California 95-3819685
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1840 Century Park East 90067
Los Angeles, California (Zip code)
(Address of principal executive offices)
---------------
NATIONAL MERCANTILE BANCORP
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------
SCOTT A. MONTGOMERY
President and Chief Executive Officer
National Mercantile Bancorp
1840 Century Park East
Los Angeles, California 90067
(Name and address of agent for service)
(310) 277-2265
(Telephone number, including area code, of agent for service)
Copy to:
ALAN B. SPATZ, ESQ.
Troop Steuber Pasich Reddick & Tobey
2029 Century Park East, 24th Floor
Los Angeles, California 90067-3010
(310) 728-3000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered (1) Per Share(2) Offering Price Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without par value 65,000 $4.66 $302,900.00 $85.00
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares of
Common Stock as may be issued upon exercise of options granted under
the 1996 Stock Incentive Plan as a result of the adjustment provisions
thereof.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457 based upon the average of the
high and low sales prices of the Common Stock as reported on the NASDAQ
SmallCap Market System on July 21, 1999.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
On August 7, 1997, National Mercantile Bancorp (the "Registrant")
filed with the Securities and Exchange Commission a Registration Statement on
Form S-8 (Registration No. 333-33095) (the "Prior Registration Statement")
relating to shares of the Registrant's Common Stock, without par value, to be
issued pursuant to the Registrant's 1996 Stock Incentive Plan, as amended
(the "Plan"). The Prior Registration Statement currently is effective. This
Registration Statement relates to securities (a) of the same class as those
to which the Prior Registration Statement relates and (b) to be issued
pursuant to the Plan. The contents of the Prior Registration Statement,
including all exhibits thereto, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
-------- -----------
<S> <C>
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP
23.1 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on signature page)
99.1 National Mercantile Bancorp 1996 Stock Incentive Plan, as amended
</TABLE>
II-1
<PAGE>
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 Los Angeles, State of California,
on this 26th day of July, 1999.
NATIONAL MERCANTILE BANCORP
By /s/ SCOTT A. MONTGOMERY
-------------------------------------
Scott A. Montgomery
President and Chief Executive Officer
By /s/ JOSEPH W. KILEY III
-------------------------------------
Joseph W. Kiley III
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 each of Scott A. Montgomery and Joseph
W. Kiley III his true and lawful attorney-in-fact and agent, each with full
power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any or all amendments to this Registration Statement,
and to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto each said attorney-in-fact and agent with full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the foregoing, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to
be done by virtue hereof.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ ROBERT E. GIPSON Chairman of the Board July 26, 1999
- -------------------------------
Robert E. Gipson
/s/ ROBERT E. THOMSON Vice Chair July 26, 1999
- ----------------------------
Robert E. Thomson
/s/ SCOTT A. MONTGOMERY Director, President and Chief Executive Officer July 26, 1999
- ---------------------------- (Principal Executive Officer)
Scott A. Montgomery
/s/ JOSEPH W. KILEY III Director, Executive Vice President and July 26, 1999
- ---------------------------- Chief Financial Officer
Joseph W. Kiley III (Principal Financial and Accounting Officer)
/s/ DONALD E. BENSON Director July 26, 1999
- ----------------------------
Donald E. Benson
/s/ JOSEPH N. COHEN Director July 26, 1999
- ----------------------------
Joseph N. Cohen
/s/ ALAN GRAHM Director July 26, 1999
- ----------------------------
Alan Grahm
/s/ ANTOINETTE HUBENETTE, M.D. Director July 26, 1999
- ------------------------------
Antoinette Hubenette, M.D.
/s/ DION G. MORROW Director July 26, 1999
- ------------------------
Dion G. Morrow
/s/ CARL R. TERZIAN Director July 26, 1999
- ---------------------------
Carl R. Terzian
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5.1 Opinion of Troop Steuber Pasich Reddick & Tobey, LLP
23.1 Consent of Troop Steuber Pasich Reddick & Tobey, LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen, LLP
24.1 Power of Attorney (included on signature page)
99.1 National Mercantile Bancorp 1996 Stock Incentive Plan, as amended
</TABLE>
II-4
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF TROOP STEUBER
PASICH REDDICK & TOBY, LLP]
July 26, 1999
National Mercantile Bancorp
1840 Century Park East
Los Angeles, CA 90067
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as
Exhibit 5.1 filed by National Mercantile Bancorp, a California corporation
(the "Company"), in order to register under the Securities Act of 1933, as
amended (the "Act"), 65,000 shares of common stock, without par value (the
"Shares"), of the Company issuable pursuant to the Company's Amended 1996
Stock Incentive Plan, as amended to date (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the
Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Prospectus
constituting a part thereof.
Respectfully submitted,
TROOP STEUBER PASICH
REDDICK & TOBEY, LLP
<PAGE>
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 15, 1999
included in National Mercantile Bancorp's Form 10-KSB/A for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
Los Angeles, California
July 26, 1999
<PAGE>
EXHIBIT 99.1
NATIONAL MERCANTILE BANCORP
AMENDED 1996 STOCK INCENTIVE PLAN
Section 1. PURPOSE
The purpose of the 1996 Stock Incentive Plan (the "1996 Plan") of
National Mercantile Bancorp, a California corporation and a registered bank
holding company under the Bank Holding Company Act of 1956, as amended (the
"Company"), is to enable the Company to attract, retain and motivate its
employees and independent contractors by providing for or increasing the
proprietary interests of such employees and independent contractors in the
Company, and to enable the Company to attract, retain and motivate its
nonemployee directors and further align their interest with those of the
shareholders of the Company by providing for or increasing the proprietary
interest of such directors in the Company.
2. PERSONS ELIGIBLE
Each director, officer, employee or independent contractor of the
Company or any of its subsidiaries (each, a "Participant") shall be eligible
to be considered for the grant of an Award (as hereinafter defined) under the
1996 Plan. Directors who are not employees ("Nonemployee Directors") may
receive awards in addition to those described under Section 10 of the 1996
Plan.
3. AWARDS
(a) The Committee (as hereinafter defined) responsible for
administration of the 1996 Plan is authorized to enter into any type of
arrangement on behalf of the Company with a Participant that is not
inconsistent with the provisions of the 1996 Plan and that, by its terms,
involves or might involve the issuance of (i) shares of common stock of the
Company ("Common Shares") or (ii) Derivative Security (as such term is
defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), as such rule may be amended from time to
time) with an exercise or conversion privilege at a price related to the
Common Shares or with a value derived from the value of the Common Shares.
The entering into of any such arrangement is referred to herein as the grant
of an "Award."
(b) Awards are not restricted to any specified form or
structure and may include, without limitation, sales or bonuses of stock,
restricted stock, stock options, reload stock options, stock purchase
warrants, other rights to acquire stock, securities convertible into or
redeemable for stock, stock appreciation rights, phantom stock, dividend
equivalents, performance units or performance shares, and an Award may
consist of one such security or benefit, or two or more of them in tandem or
in the alternative.
1
<PAGE>
(c) Awards may be issued, and Common Shares may be issued
pursuant to an Award, for any lawful consideration as determined by the
Committee, including, without limitation, services rendered by the recipient
of such Award.
(d) Subject to the provisions of the 1996 Plan, the Committee,
in its sole and absolute discretion, shall determine all of the terms and
conditions of each Award granted hereunder, which terms and conditions may
include, among other things:
(i) a provision permitting the recipient of such
Award, including any recipient who is a director or officer of
the Company, to pay the purchase price of the Common Shares or
other property issuable pursuant to such Award, or such
recipient's tax withholding obligation with respect to such
issuance, in whole or in part, by any one or more of the
following:
(A) the delivery of cash;
(B) the delivery of other property deemed
acceptable by the Committee;
(C) the delivery of previously owned shares of
capital stock of the Company (including
"pyramiding"); or
(D) a reduction in the amount of Common Shares
or other property otherwise issuable
pursuant to such Award.
(ii) a provision conditioning or accelerating the
receipt of benefits pursuant to such Award, either
automatically or in the discretion of the Committee, upon the
occurrence of specified events, including, without limitation,
a change of control of the Company (as defined by the
Committee), an acquisition of a specified percentage of the
voting power of the Company, the dissolution or liquidation of
the Company, a sale of substantially all of the property and
assets of the Company or an event of the type described in
Section 7 hereof; or
(iii) a provision required in order for such Award
to qualify as an incentive stock option (an "Incentive Stock
Option") under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"); PROVIDED, HOWEVER, that no
Award issued to any Nonemployee Director or any independent
contractor of the Company shall qualify as an Incentive Stock
Option.
Section 4. STOCK SUBJECT TO THE 1996 PLAN
(a) At any time, the aggregate number of Common Shares issued or
issuable pursuant to all Awards (including all Incentive Stock Options) granted
under the 1996 Plan shall not exceed 348,510 shares subject to adjustment as
provided in Section 7 hereof.
2
<PAGE>
(b) For purposes of Section 4(a) hereof, the aggregate number of
Common Shares issued or issuable pursuant to Awards granted under the 1996 Plan
shall at any time be deemed to be equal to the sum of the following:
(i) the number of Common Shares that were issued
prior to such time pursuant to Awards granted under the 1996
Plan, other than Common Shares that were subsequently
reacquired by the Company pursuant to the terms and conditions
of such Awards and with respect to which the holder thereof
received no benefits of ownership such as dividends; plus
(ii) the number of Common Shares that were
otherwise issuable prior to such time pursuant to Awards
granted under the 1996 Plan, but that were withheld by the
Company as payment of the purchase price of the Common Shares
issued pursuant to such Awards or as payment of the
recipient's tax withholding obligation with respect to such
issuance; plus
(iii) the maximum number of Common Shares that are
or may be issuable at or after such time pursuant to Awards
granted under the 1996 Plan prior to such time.
Section 5. DURATION
Unless sooner terminated pursuant to Section 8 below, the 1996 Plan
shall terminate on March 28, 2006. No Awards shall be granted under the 1996
Plan while the 1996 Plan is suspended or after it is terminated.
Section 6. ADMINISTRATION
(a) The 1996 Plan shall be administered by a committee (the
"Committee") of the Board of Directors of the Company (the "Board") consisting
of two or more directors, each of whom: (i) is a "disinterested person" (as such
term is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule
may be amended from time to time); and (ii) is an "outside director" within the
meaning of Section 162(m) of the Code. Members of the Committee shall serve at
the pleasure of the Board, and the Board may from time to time remove members
from or add members to, the Committee.
(b) Subject to the provisions of the 1996 Plan, the Committee
shall be authorized and empowered to do all things necessary or desirable in
connection with the administration of the 1996 Plan, including, without
limitation, the following:
(i) adopt, amend and rescind rules and
regulations relating to the 1996 Plan;
3
<PAGE>
(ii) determine which persons are Participants and
to which of such Participants, if any, Awards shall be granted
hereunder;
(iii) grant Awards to Participants and determine
the terms and conditions thereof, including the number of
Common Shares issuable pursuant thereto;
(iv) determine the terms and conditions of the
Nonemployee Director Options that are automatically granted
hereunder, other than the terms and conditions specified in
Section 10 hereof;
(v) determine whether, and the extent to which
adjustments are required pursuant to Section 7 hereof; and
(vi) interpret and construe the 1996 Plan and the
terms and conditions of any Award granted hereunder.
Section 7. ADJUSTMENTS
If the outstanding shares of the class of Company stock then subject to
the 1996 Plan are increased, decreased or exchanged for or converted into cash,
property or a different number or kind of securities, or if cash, property or
securities are distributed in respect of such outstanding securities, in either
case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular cash dividend)
or other distribution, stock split, reverse stock split or the like, or if
substantially all of the property and assets of the Company are sold, then,
unless the terms of such transaction shall provide otherwise, the Committee
shall make appropriate and proportionate adjustments in: (i) the number and type
of shares or other securities or cash or other property that may be acquired
pursuant to Awards theretofore granted under the 1996 Plan; and (ii) the maximum
number and type of shares or other securities that may be issued pursuant to
Awards thereafter granted under the 1996 Plan. The determination of the
Committee as to what adjustments shall be made pursuant to this section, and the
extent thereof, shall be final and conclusive. No fractional shares of stock
shall be issued under the 1996 Plan on account of any such adjustment.
Section 8. AMENDMENT AND TERMINATION
The Board may suspend or terminate the 1996 Plan at any time; PROVIDED,
HOWEVER, that no such suspension or termination shall deprive the recipient of
any Award theretofore granted under the 1996 Plan, without the consent of such
recipient, of any of his or her rights thereunder or with respect thereto.
The Board may amend the 1996 Plan at any time and in any manner subject
to the following limitations:
4
<PAGE>
(a) No such amendment shall deprive the recipient of any Award
theretofore granted under the 1996 Plan, without the consent of such recipient,
of any of his or her rights thereunder or with respect thereto;
(b) Except as otherwise provided in Section 7 relating to
adjustments upon changes in stock, no such amendment shall be effective unless
approved by the affirmative vote of the holders of a majority of the outstanding
shares of the Company present, represented and entitled to vote at a
shareholders meeting or by the written consent of a majority of the outstanding
shares of the Company where such shareholder approval is required by law or
pursuant to the Articles of Incorporation or Bylaws of the Company; and
(c) Section 10 hereof shall not be amended more than once every
six (6) months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act, or the rules and regulations thereunder.
Section 9. EFFECTIVE DATE
The 1996 Plan shall be effective as of June 18, 1997, the date upon
which it was approved by the shareholders of the Company; PROVIDED, HOWEVER,
that no Common Shares may be issued under this Plan until it has been approved,
director or indirectly, by the affirmative vote of the holders (the
"Shareholders") of a majority of the outstanding shares of the Company present,
or represented, and entitled to vote at a meeting duly held in accordance with
the laws of the State of California.
Section 10. NONEMPLOYEE DIRECTOR OPTIONS
(a) Any person elected or appointed to serve as a Nonemployee
Director who has not previously served as a Nonemployee Director of the
Company on or prior to October 1, 1996, shall be granted, on the first
business day following the later of the date of such election or appointment
or the date the 1996 Plan is approved by the Shareholders, an option to
purchase 1,100 Common Shares without the requirement of any further action by
the Committee. On the first business day following the date of the annual
meeting of shareholders of the Company held in 1998, or any adjournment
thereof (the "1998 Meeting"), any person who was a Nonemployee Director on or
after the effective date of the 1996 Plan and who is re-elected to the Board
at the 1998 Meeting shall be granted an option to purchase 550 Common Shares
without the requirement of any further action by the Committee. Options that
may be granted to newly-elected Nonemployee Directors or to re-elected
Nonemployee Directors under this Section 10 shall be referred to collectively
as the "Nonemployee Director Options." The date on which a Nonemployee
Director Option is granted shall be the Date of Grant for such option.
(b) If, on any date upon which Nonemployee Director Options are to
be automatically granted pursuant to this Section 10, the number of Common
Shares remaining available for options under the 1996 Plan is insufficient for
the grant to each Nonemployee Director entitled thereto of
5
<PAGE>
a Nonemployee Director Option to purchase the entire number of Common Shares
specified in this Section 10, then a Nonemployee Director Option to purchase a
proportionate amount of such available number of Common Shares (rounded to the
nearest whole share) shall be granted to each Nonemployee Director entitled
thereto on such date.
(c) Each Nonemployee Director Option granted under the 1996 Plan
shall become fully exercisable one year from the Date of Grant, provided that in
the event that a Change of Control (as defined below) shall occur, such granted
Nonemployee Director Option shall be immediately exercisable.
(d) Each Nonemployee Director Option granted under the 1996 Plan
shall expire upon the sixth anniversary of the Date of Grant.
(e) Each Nonemployee Director Option shall have an exercise price
equal to the aggregate Fair Market Value on the Date of Grant of the Common
Shares subject thereto.
(f) Payment of the exercise price of any Nonemployee Director
Option granted under the 1996 Plan shall be made in full in cash concurrently
with the exercise of such option; PROVIDED HOWEVER, that, in the discretion of
the Board, the payment of such exercise price may instead be made:
(i) in whole or in part, with Common Shares
delivered concurrently with such exercise (such shares to be
valued on the basis of the Fair Market Value of such shares on
the date of such exercise), provided that the Company is not
then prohibited from purchasing or acquiring Common Shares; or
(ii) in whole or in part, by the delivery,
concurrently with such exercise and in accordance with Section
220.3(e)(4) of Regulation T promulgated under the Exchange
Act, of a properly executed exercise notice for such option
and irrevocable instructions to a broker promptly to deliver
to the Company a specified dollar amount of the proceeds of a
sale of or a loan secured by the Common Shares issuable upon
exercise of such option.
(g) For purposes of this Section 10, the "Fair Market Value" of a
Common Share or other security on any date (the "Determination Date") shall be
equal to the average of the high bid and low asked prices per Common Share or
unit of such other security on the business day immediately preceding the
Determination Date in the market where the security is traded, or, if the Common
shares or such other security were not quoted by any such organization on such
immediately preceding business day, as determined by the Board. for purposes of
this Section 10, the term "Change of Control" shall mean the occurrence of
either of the following events: (a) the Company consolidates with or merges with
or into any person or conveys, transfers or leases all or substantially all of
its assets to any person, or any corporation consolidates with or merges into or
with the Company in any event pursuant to a transaction in which the outstanding
voting stock or units of the Company is changed into or exchanged for cash,
securities or other property, other than any such transaction where the
outstanding voting stock or units of the Company is not changed or
6
<PAGE>
exchanged at all (except to the extent necessary to reflect a change in the
jurisdiction of incorporation or organization of the Company) or where the
outstanding voting stock or units of the Company is changed into or exchanged
for voting stock or units of the surviving corporation or organization which
is not redeemable, or no "person" or "group" owns immediately after such
transaction, directly or indirectly, an amount of outstanding voting stock or
units necessary to effect the change of control of, or influence over, the
surviving corporation or organization, as the case may be, or (b) the Company
is liquidated or dissolved or adopts a plan of liquidation or dissolution.
(h) Each Nonemployee Director Option shall be nontransferable
by the optionee other than by will or the laws of descent and distribution,
and shall be exercisable during the optionee's lifetime only by the optionee
or the optionee's guardian or legal representative.
(i) Nonemployee Director Options are not intended to qualify as
Incentive Stock Options.
(j) Any options granted to Nonemployee Directors in addition to
the automatic options granted under Section 10(a) shall be considered
"Nonemployee Director Options" for purposes of this Section 10.
7
