As filed with the Securities and Exchange Commission on February 8, 2000.
Registration No. 333-89013
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SJNB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
California 77-0058227
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One North Market Street
San Jose, California 95113
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(Address of Principal (Zip Code)
Executive Offices)
SARATOGA BANCORP 1982 STOCK OPTION PLAN
SARATOGA BANCORP 1994 STOCK OPTION PLAN
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(Full title of the plan)
Copy to:
JAMES R. KENNY
President and Chief Executive Officer JONATHAN D. JOSEPH, ESQ.
SJNB Financial Corp. Pillsbury Madison & Sutro LLP
One North Market Street P.O. Box 7880
San Jose, California 95113 San Francisco, CA 94120
(408) 947-7562 (415) 983-1000
- ------------------------------------- ------------------------------
(Name, address and telephone
number, including area code,
of agent for service)
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Saratoga Bancorp 1982 Stock Option Plan
Common Stock 56,435 (2) (1) (1) (1)
Saratoga Bancorp 1994 Stock Option Plan
Common Stock 127,647 (2) (1) (1) (1)
<FN>
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(1) Not applicable. All filing fees payable in connection with the registration of these securities were paid with the initial
filing with the Securities and Exchange Commission of the Registration Statement on Form S-4 (Registration No. 333-89013), filed on
October , 14, 1999, as amended by that certain Pre-Effective Amendment No. 1 filed on October 27, 1999, and as being amended by this
post-effective amendment.
(2) There is also being registered hereunder such additional undetermined number of shares of the Registrant's Common Stock as may
be required as a result of stock dividends, stock splits, or other similar adjustments of the Registrant's outstanding Common Stock.
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</FN>
</TABLE>
INTRODUCTORY STATEMENT NOT FORMING PART OF REGISTRATION STATEMENT
SJNB Financial Corp. ("Registrant") hereby amends its Registration
Statement on Form S-4 (Registration No. 333-89013) filed on October 14, 1999, as
amended by that certain Pre-Effective Amendment No. 1 filed on October 27, 1999,
by filing this Post-Effective Amendment No. 1 on Form S-8 relating to an
aggregate of 184,082 shares of Common Stock of the Registrant (the "Shares").
The Shares to be registered hereunder are issuable by the Registrant pursuant to
options to issue shares assumed by the Registrant pursuant to an Agreement and
Plan of Merger, dated as of August 27, 1999 (the "Agreement"), among the
Registrant, Saratoga Bancorp and Saratoga National Bank. Such options were
originally granted under (i) the Saratoga Bancorp 1982 Stock Option Plan and
(ii) the Saratoga Bancorp 1994 Stock Option Plan, each as amended to date
(collectively, the "Plans"). Pursuant to the Agreement, Saratoga Bancorp will be
merged (the "Merger") with and into San Jose National Bank, a wholly-owned
subsidiary of the Registrant. Options to purchase Saratoga Bancorp Common Stock
granted under the Plans and outstanding immediately prior to the completion of
the Merger shall become options to purchase the Common Stock of the Registrant
at the effective time of the Merger.
Pursuant to its Registration Statement on Form S-4, as amended, Registrant
registered 1,367,152 shares of its Common Stock, representing the number of
shares of its Common Stock issuable in connection with the Agreement in exchange
for Saratoga Bancorp Common Stock, assuming exercise of all then outstanding
options to purchase Saratoga Bancorp Common Stock. The designation of this
Post-Effective Amendment No. 1 as Registration No. 333-89013 denotes that this
Post-Effective Amendment No. 1 relates only to an aggregate of 184,082 shares of
Common Stock of the Registrant issuable upon conversion of options granted under
the Plans listed above and that this is the first post-effective amendment to
the Form S-4.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be provided to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). These documents and
the documents incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) The Registrant's Quarterly Report on Form 10-Q for the quarters ending
March 31, 1999, June 30, 1999 and September 30, 1999;
(3) All other reports of the Registrant pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31,
1998;
(4) The description of the Registrant's Common Stock contained in the
Registration Statement (and past and future amendments thereto) for such stock
filed under Section 12 of the Exchange Act.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that all securities
offered 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 filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors,
officers, employees and other agents of the corporation ("Agents") in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended.
Article V of the Registrant's Articles of Incorporation, as amended,
authorizes the Registrant to indemnify its Agents, through bylaw provisions,
agreements, votes of shareholders or disinterested directors or otherwise, in
excess of the indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject to the applicable limits set forth in
Section 204 of the California Corporations Code with respect to actions for
breach of duty to the Registrant and its shareholders. Article VI of the
Registrant's Bylaws provides for mandatory indemnification of each director to
the maximum extent permitted by the California General Corporation Law.
The Registrant maintains a directors' and officers' liability insurance
policy that indemnifies the Registrant's directors and officers against certain
losses in connection with claims made against them for certain wrongful acts. In
addition, the Registrant has entered into separate indemnification agreements
with its directors and officers that require the Registrant, among other things,
to indemnify them against certain liabilities that may arise by reason of their
status or service as Agents of the registrant to the maximum extent permitted by
the California General Corporation Law.
Item 7. Exemptions from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in Exhibit
5.1).
24.1-24.20 Powers of Attorney
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;
(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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
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 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 whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<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 San Jose, State of California, on February 7, 2000.
SJNB FINANCIAL CORP.
By /s/ James R. Kenny
------------------------------
Name:James R. Kenny
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on February 7, 2000, by or on the
behalf of the following persons in the capacities indicated with the registrant.
Signature Title
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/s/ James R. Kenny
- ----------------------------------- President and Chief Executive Officer
James R. Kenny Principal Executive Officer) and Director
/s/ Eugene E. Blakelsee Executive Vice President and Chief
- ----------------------------------- Financial Officer (Principal Financial
Eugene E. Blakeslee and Accounting Officer)
/s/ Ray S. Akamine* Director
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Ray S. Akamine
/s/ Robert A. Archer* Chairman and Director
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Robert A. Archer
/s/ Albert V. Bruno* Director
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Albert V. Bruno
/s/ Rod Diridon* Director
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Rod Diridon
/s/ F. Jack Gorry* Director
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F. Jack Gorry
/s/ Arthur K. Lund* Director
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Arthur K. Lund
/s/ Louis Oneal* Director
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Louis Oneal
/s/ Diane P. Rubino* Director
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Diane Rubino
/s/ Douglas L. Shen* Director
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Douglas L. Shen
/s/ Gary S. Vandeweghe* Director
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Gary S. Vendeweghe
*By:
/s/ James R. Kenny Attorney-in-Fact
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James R. Kenny
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5.1 Opinion of Pillsbury Madison & Sutro LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Pillsbury Madison & Sutro LLP (included in
Exhibit 5.1).
*24.1 Powers of Attorney
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* Filed previously
EXHIBIT 5.1
PILLSBURY MADISON & SUTRO LLP
50 Fremont Street
San Francisco, CA 94105
Tel: (415) 983-1000
February 7, 2000
SJNB Financial Corp.
One North Market Street
San Jose, California 95113
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by SJNB Financial Corp., a California corporation (the
"Registrant"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to 184,082 shares of Common Stock of the
Registrant (the "Shares") issuable upon the exercise of options originally
granted by Saratoga Bancorp ("Saratoga"). The Shares to be registered hereunder
are issuable by the Registrant pursuant to options assumed by the Registrant
pursuant to an Agreement and Plan of Merger, dated as of August 27, 1999, among
the Registrant, Saratoga and Saratoga National Bank. Such options relate to (i)
the Saratoga Bancorp 1982 Stock Option Plan and (ii) the Saratoga Bancorp 1994
Stock Option Plan (the "Plans"). We advise you that, in our opinion, such
Shares, when issued and sold in accordance with the Plans and, where applicable,
with option agreements duly authorized under the Plans and in accordance with
the Registration Statement, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.
This opinion letter is rendered as of the date first written above and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Registrant,
the Plans or the Shares.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
SJNB Financial Corp.:
We hereby consent to the incorporation by reference in the Registration
Statement (No. 333-89013) on Form S-8 of SJNB Financial Corp. of our report
dated January 14, 1999, relating to the consolidated balance sheets of SJNB
Finanicial Corp. and subsidiaries as of December 31, 1998, and 1997, and the
related consolidated statements of income, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 1998, which report appears in the December 31, 1998,
annual report on Form 10-K of SJNB Finanical Corp.
/s/ KPMG LLP
San Francisco, California
February 4, 2000
