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As Filed With the Securities and Exchange Commission on July 27, 2000
Registration No. 33-83854
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FOOTHILL INDEPENDENT BANCORP
(Exact name of registrant as specified in its charter)
DELAWARE 95-3815805
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
510 SOUTH GRAND AVENUE,
GLENDORA, CALIFORNIA 91741
(909) 599-9351
(Address, including zip code, and telephone number,
including areas code of registrant's principal executive offices)
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George E. Langley, President and Chief Executive Officer
Foothill Independent Bancorp
510 South Grand Avenue
Glendora, California 91741
(909) 599-9351
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Ben A. Frydman, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [X]
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED
ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX [ ]
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ITEM 11. MATERIAL CHANGES.
On July 18, 2000, Foothill Independent Bancorp, a California
corporation ("Foothill California") changed its state of incorporation from
California to Delaware. This change was effectuated in the following manner:
(1) On May 3, 2000, Foothill California incorporated a new wholly
owned subsidiary in the state of Delaware under the name "Foothill Independent
Bancorp, Inc." ("Foothill Delaware").
(2) On July 18, 2000, Foothill California was merged with and
into Foothill Delaware (the "Reincorporation Merger"), pursuant to an Agreement
and Plan of Merger dated as of May 4, 2000 (the "Merger Agreement"), pursuant to
which (i) Foothill Delaware was the surviving corporation, succeeding by
operation of law to all of the assets (including the shares of Common Stock of
Foothill California) and all of the liabilities of Foothill California, (ii)
each outstanding share of Common Stock of Foothill California was converted into
one share of Common Stock of Foothill Delaware and (iii) each option or right to
acquire shares of Foothill California Common Stock was converted into an option
or right to acquire an equal number of shares of Foothill Delaware Common Stock,
under the same terms and conditions as the original options or rights. As a
result, each person who was a shareholder or optionholder of Foothill California
immediately prior to the effectiveness of the Reincorporation Merger, became a
shareholder or optionholder of Foothill Delaware, owning the same number of
shares, or options to acquire shares, of Foothill Delaware as he or she had
owned of Foothill California. The Merger Agreement and the Reincorporation
Merger were approved by the shareholders of Foothill California at the Annual
Meeting of shareholders of Foothill California on April 25, 2000, and by the
sole stockholder of Foothill Delaware.
Prior to the Reincorporation Merger, Foothill Delaware had only nominal
assets and had not conducted any business. There will be no changes in the
management, assets or operations of Foothill or of Foothill Independent Bank, as
a result of the Reincorporation Merger, nor will there be any change in the
trading symbol of Foothill. In addition, the name of Foothill Delaware was
changed to "Foothill Independent Bancorp" in connection with the Reincorporation
Merger.
Pursuant to the Merger Agreement, Foothill Delaware also assumed
Foothill California's Dividend Reinvestment Plan, which will provide for the
sale or issuance of shares of Foothill Delaware in the future, rather than
shares of Foothill California.
Accordingly, Foothill Delaware hereby adopts this Registration
Statement as its own registration statement for all purposes of the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
All references in this Registration Statement to "the Company" shall hereafter
refer to Foothill Delaware and all references to the shares of Common Stock of
the Company in this Registration Statement shall refer to the shares of Common
Stock, par value $.001 per share, of Foothill Delaware, unless the context
requires otherwise.
ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.
The contents of the Foothill California's Registration Statement on
Form S-3 (Registration No. 33-83854) (the "Form S-3") are incorporated herein by
reference.
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The description of the Registrant's Common Stock which is contained in
the Registrant's Current Report on Form 8-K, filed with the Commission on July
20, 2000, including any amendment or report filed for purpose of updating such
description, is incorporated herein by reference.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Number Description
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2.1 Agreement and Plan of Merger dated as of May 4, 2000 between
the Registrant and Foothill Independent Bancorp, a
California corporation (incorporated by reference to Exhibit
2.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on July 20, 2000).
3.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K, filed with the Commission on July 20, 2000).
3.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on Form 8-K,
filed with the Commission on July 20, 2000).
4.5 Form of Amended and Restated Rights Agreement by and between the
Registrant and ChaseMellon Shareholder Services, LLC (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, filed with the Commission on July 20, 2000).
5.1 Opinion of Counsel to the Registrant re: Legality.
23.1 Consent of Counsel to the Registrant (included in Exhibit 5.1).
23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent
accountants.
24.1 Power of Attorney.*
28.1 Form of Authorization Card.*
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* Previously filed.
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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-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glendora, State of California, on this 26th day of July, 2000.
FOOTHILL INDEPENDENT BANCORP
By: /s/ George E. Langley
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George E. Langley
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 as been
signed by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ George E. Langley President, Chief Executive July 26, 2000
------------------------------- Officer and Director (Principal
George E. Langley Executive Officer)
/s/ Carol Ann Graf Chief Financial Officer July 26, 2000
------------------------------- (Principal Financial and
Carol Ann Graf Principal Accounting Officer)
/s/ William V. Landecena Chairman of the Board and Director July 26, 2000
-------------------------------
William V. Landecena
/s/ Richard Galich Director July 26, 2000
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Richard Galich
/s/ George Sellers Director July 26, 2000
-------------------------------
George Sellers
/s/ Max E. Williams Director July 26, 2000
-------------------------------
Max E. Williams
</TABLE>
(signatures continued next page)
S-1
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ O. L. Mestad Director July 26, 2000
-------------------------------
O. L. Mestad
/s/ Donna L. Miltenberger Executive Vice President and July 26, 2000
------------------------------- Director
Donna L. Miltenberger
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of May 4, 2000 between
the Registrant and Foothill Independent Bancorp, a
California corporation (incorporated by reference to Exhibit
2.1 to the Registrant's Current Report on Form 8-K, filed
with the Commission on July 20, 2000).
3.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K, filed with the Commission on July 20, 2000).
3.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Current Report on Form 8-K,
filed with the Commission on July 20, 2000).
4.5 Form of Amended and Restated Rights Agreement by and between the
Registrant and ChaseMellon Shareholder Services, LLC (incorporated by
reference to Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, filed with the Commission on July 20, 2000).
5.1 Opinion of Counsel to the Registrant re: Legality.
23.1 Consent of Counsel to the Registrant (included in Exhibit 5.1).
23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent
accountants.
24.1 Power of Attorney.*
28.1 Form of Authorization Card.*
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(*) Previously filed.
