As filed with the Securities and Exchange Commission on May 1, 1995
Registration No. 33-40954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933
FIRST FINANCIAL BANCORP
(Exact name of issuer as specified in its charter)
California (State of Incorporation)
95-2822858 (I.R.S. Employer Identification No.)
701 South Ham Lane, Lodi, California 95242
(Address of principal executive office)
First Financial Bancorp 1991 Director Stock Option Plan
First Financial Bancorp 1991 Employee Stock Option Plan
(Full title of the plans)
Daniel R. Anderson
President and Chief Executive Officer
First Financial Bancorp
701 South Ham Lane, California 95242
(Name and address of agent for service)
(209) 367-2000
(Telephone number, including area code, of agent for service of
process)
This Post-Effective Amendment No. 1
to Registration Statement, including exhibit,
consists of 7 sequentially numbered pages.
The Exhibit Index is located at page 5.
Page 1
<PAGE>
Part II, Item 8 of this Registration Statement is hereby amended
by adding the Amendment to First Financial Bancorp 1991 Director
Stock Option Plan dated March 8, 1995, effective as of April 25,
1995, as a new Exhibit 4.3.
Item 8. Exhibits
4.3 Amendment to First Financial Bancorp 1991 Director Stock
Option Plan dated March 8, 1995, effective as of April 25, 1995.
Page 2
<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 Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, at Lodi, California, on
this 25th day of April, 1995.
FIRST FINANCIAL BANCORP
/s/ Daniel R. Anderson
Daniel R. Anderson
President and Chief Executive Officer
Power of Attorney
Each person whose signature appears below on this Post-Effective
Amendment No. 1 to Registration Statement hereby constitutes and
appoints Daniel R. Anderson, Leon Zimmerman and David M. Philipp,
and each of them, with full power to act without the other, his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to
sign registration statements pursuant to the Securities Act of
1933, as amended, relating to the registration of shares of Common
Stock of First Financial Bancorp to be offered pursuant to the
First Financial Bancorp 1991 Director Stock Option Plan and the
First Financial Bancorp 1991 Employee Stock Option Plan and to
sign any and all amendments (including post-effective amendments
and amendments thereto) to such registration statements, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his or
her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Page 3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been
signed below by the following persons in the capacities and on the
dates indicated.
Signature, Title, Date
/s/ Daniel R. Anderson Date April 25, 1995
Daniel R. Anderson
President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/ David M. Philipp Date April 25, 1995
David M. Philipp
Senior Vice President, Chief Financial Officer
and Secretary (Principal Financial and
Accounting Officer)
/s/ Bozant Katzakian Date April 25, 1995
Chairman of the Board of Directors
/s/ Angelo J. Anagnos Date April 25, 1995
Angelo J. Anagnos
Director
/s/ Raymond H. Coldani Date April 25, 1995
Raymond H. Coldani
Director
/s/ Benjamin R. Goehring Date April 25, 1995
Benjamin R. Goehring
Director
/s/ Frank M. Sasaki Date April 25, 1995
Frank M. Sasaki
Director
/s/ Weldon D. Schumacher April 25, 1995
Weldon Schumacher
Director
/s/ Dennis R. Swanson April 25, 1995
Dennis R. Swanson
Director
Page 4
<PAGE>
EXHIBIT INDEX
Exhibit No. 4.3
Amendment to First Financial Bancorp 1991 Director Stock Option Plan dated
March 8, 1995, effective as of April 25, 1995
Page 5
Exhibit 4.3
AMENDMENT - FIRST FINANCIAL BANCORP 1991 DIRECTOR STOCK OPTION PLAN
March 8, 1995
The First Financial Bancorp 1991 Director Stock Option Plan (the "Plan") is
hereby amended in the following respects:
(1) Section 5(a) of the Plan is deleted, amended and replaced by the following:
"(a) Grant of Options. Commencing on June 18, 1991 and on
the first, second and third anniversaries thereof, each
eligible member of the Board on such date(s) shall be granted
an option to purchase five hundred twenty five (525) Shares;
and on May 1, 1995, each person who is then an eligible
member of the Board and who has continuously served on the
Board since June 18, 1991, shall be granted a final option to
purchase three thousand one hundred fifty (3,150) Shares.
Each person who is first elected or appointed to serve as a
member of the Board after June 18, 1991 shall be granted an
option to purchase five hundred twenty five (525) Shares on
the next May 1 which follows the date of his or her election
or appointment; on the first, second and third anniversaries
thereof each such person who is then an eligible Board member
shall be granted an additional option to purchase five
hundred twenty five (525) Shares; and on the fourth
anniversary thereof each such person who is then an eligible
member of the Board and who has continuously served on the
Board since the date he or she was first granted an option
under this Plan, shall be granted a final option to purchase
three thousand one hundred fifty (3,150) Shares.
Notwithstanding the foregoing, (i) no option shall be granted
to a member of the Board who then owns Common Stock of the
Company possessing more than ten percent of the total
combined voting power or value of all classes of stock of
the Company or any of its affiliates, (ii) options shall be
granted on such dates only if there are Shares available
under the Plan, and (iii) if in any year there are
insufficient Shares available under the Plan to satisfy the
option grants required by this paragraph, the number of
Shares subject to options required to be granted shall be
proportionately decreased on the basis of the total number of
available Shares then remaining, as rounded down to avoid
fractional Shares. All options granted pursuant to the Plan
shall be nonstatutory stock options. A nonstatutory stock
option is an option not described in Sections 422, 423 or 424
of the Internal Revenue Code of 1986, as amended (the
"Code")."
(2) The first sentence of Section 5(c) of the Plan is deleted,
amended and replaced by the following:
"Each option shall be for a ten (10) year term. Each option
for 525 Shares shall vest in full on the first anniversary
date of the date of grant. Each option for 3,150 Shares
shall vest at the rate of 525 Shares on the first anniversary
date of the date of grant and 525 Shares on each anniversary
date thereafter until vested in full."
(3) The form of each stock option agreement executed and
delivered to an optionee by the Company under the Plan, as hereby
amended, shall reflect the appropriate number of shares and
vesting schedule in accordance with amended Sections 5(a) and 5(c)
of the Plan.
(4) Except as amended herein, all of the terms and conditions of
the Plan shall remain in full force and effect.
As approved by the Bancorp Board of Directors on March 8, 1995.
