<PAGE> 1
As filed with the Securities and Exchange Commission June 11, 1997
Registration No. 33-32788
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
POST-EFFECTIVE AMENDMENT NO. 4
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------------
FP BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 6712 33-0018976
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code No.) Identification
number)
613 WEST VALLEY PARKWAY
ESCONDIDO, CALIFORNIA 92025-4929
(760) 741-3312
(Address of Principal Executive Offices and Zip Code)
------------------------------------
SECOND AMENDED AND RESTATED 1988 STOCK OPTION PLAN
OF FP BANCORP, INC.
(full title of the plan)
------------------------------------
HARVEY L. WILLIAMSON COPY TO:
PRESIDENT/CEO KURT L. KICKLIGHTER, ESQ.
FP BANCORP, INC. HIGGS, FLETCHER & MACK LLP
613 WEST VALLEY PARKWAY 2000 FIRST NATIONAL BANK BUILDING
ESCONDIDO, CALIFORNIA 92025-4929 401 WEST "A" STREET
(760) 741-3312 SAN DIEGO, CALIFORNIA 92101-7908
(619) 236-1551
(Name, address, including ZIP Code,
and telephone number, including area code,
of agent for service)
Calculation of Registration Fee
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered (1) maximum offering aggregate offering registration
price per share (2) price (2) fee(1)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 500,000 shares $17.75 $8,875,000 $1,345
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Of these shares, 250,000 were previously registered pursuant to the
registration statement amended hereby.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the bid and asked prices as of June 6, 1997, as provided by
Rule 457.
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following
documents and information heretofore filed with the Securities and Exchange
Commission:
ITEM 3(A).
Annual Report of Registrant on Form 10-KSB for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 3(B).
All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-KSB referred to in ITEM 3(A) above.
ITEM 3(C).
The description of the Registrant's Common Stock which is contained in
Registrant's Registration Statement on Form S-4 under the Securities Act,
Registration No. 33-87388, including any amendment or report filed for the
purpose of updating such description.
All documents, reports and definitive proxy or information statements
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, 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 part hereof from the date of
filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnification to
directors and officers 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 (the "Securities Act"). The Registrant's Certificate of Incorporation
and Bylaws provide for indemnification of certain officers, directors, employees
and other agents to the maximum extent permitted by the Delaware General
Corporation Law, including under circumstances in which indemnification may
otherwise be discretionary under Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Item 601 of
-----------
Regulation S-B
--------------
Exhibit Reference Number Description of Exhibit
------------------------ ----------------------
<S> <C>
4* Second Amended and Restated 1988 Stock
Option Plan of FP Bancorp, Inc., as
amended on November 23, 1993, March 22,
1994, and May 21, 1996. (Previously
filed as Exhibit A to the Company's
definitive Proxy Statement, filed May
23, 1996.)
5 Opinion of Higgs, Fletcher & Mack LLP as to the
legality of securities being registered.
23.1 Consent of Higgs, Fletcher & Mack LLP (included
in Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP
25 Powers of Attorney (included in signature page)
*Indicates document incorporated by reference
</TABLE>
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
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
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;
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to 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.
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 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.
II-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 Post
Effective Amendment No. 4 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Escondido, State
of California, on the 11th day of June, 1997.
Date: June 11, 1997. FP BANCORP, INC.
(Registrant)
By: /s/ Harvey L.Williamson
------------------------------------
Harvey L. Williamson, President
and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Harvey L. Williamson and Michael J.
Perdue, or either of them, his attorney - in - fact, each with power of
substitution for him in any and all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and hereby ratifies and confirms all that each said attorney-in-fact or his
substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
this report has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Name Capacity Date
---- -------- ----
<S> <C> <C>
/s/ Mark N.Baker* Director June 11, 1997
- ------------------------
Mark N. Baker
/s/ Gary W. Deems.
- -------------------- Director, June 11, 1997
Gary W. Deems Executive Vice
President, Chief
Administrative
Officer and Secretary
/s/ Earle W. Frey, Jr.* Director June 11, 1997
- --------------------------------------
Earle W.Frey, Jr.
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Robert W. Klemme* Director June 11, 1997
- -----------------------------------------------------
Robert W. Klemme
/s/ Joseph J. Kuebler* Director June 11, 1997
- -----------------------------------------------------
Joseph J. Kuebler/s/
Randall C. Luce* Director June 11, 1997
- -----------------------------------------------------
Randall C.Luce
/s/ Larry R. Markham* Director June 11, 1997
- -----------------------------------------------------
Larry R. Markham
/s/ Richard W. McBride* Director June 11, 1997
- -----------------------------------------------------
Richard W. McBride
/s/ Michael J. Perdue Director, June 11, 1997
- -----------------------------------------------------
Michael J. Perdue Executive Vice
President, and Chief
Operating Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Richard S. Spanjian* Director June 11, 1997
- -----------------------------------------------------
Richard S.Spanjian
/s/ Robert M. Spanjian* Director June 11, 1997
- -----------------------------------------------------
Robert M. Spanjian
/s/ Richard B. Thomas* Director June 11, 1997
- -----------------------------------------------------
Richard B. Thomas
/s/ Michael W. Wexler Director June 11, 1997
- -----------------------------------------------------
Michael W. Wexler
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Harvey L. Williamson Director, June 11, 1997
- ----------------------------------------------------- President and
Harvey L. Williamson Chief Executive Officer
(Principal Executive Officer)
*Indicates signature pursuant to Power of Attorney as described on Page II-4.
</TABLE>
<PAGE> 1
EXHIBIT 5
[HIGGS, FLETCHER & MACK LLP LETTERHEAD]
June 11, 1997
FP Bancorp, Inc.
613 West Valley Parkway
Escondido, CA 92025
RE: POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM S-8
FILE NO. 33-32788
FILED JUNE 11, 1997 (THE "AMENDMENT")
Gentlemen:
We have acted as special counsel for FP Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement
relating to the registration under the Securities Act of 1933 of the Company's
proposed granting of incentive and non-incentive options to its employees and
employees of its subsidiary (the "Options") for up to 500,000 shares of Common
Stock, $.001 par value (the "Shares") pursuant to the Amended and Restated 1988
Stock Option Plan of FP Bancorp, Inc. (the "Plan").
This opinion letter is governed by, and shall be interpreted in
accordance with, the legal opinion accord (the "Accord") of the American Bar
Association Business Law Section (1991). As a consequence of interpretation of
this opinion letter pursuant to the Accord, this opinion letter is subject to a
number of qualifications, exceptions, definitions, limitations on coverage, and
other limitations, and should be read in conjunction therewith. The law covered
by this opinion letter is limited to the law of the State of California with
respect to matters of corporate law, to the law of the State of California with
respect to the Securities Law, and to the Securities Act of 1933, as amended.
In so acting, we have examined a copy of the Certificate of
Incorporation of the Company, as amended, a copy of the Bylaws of the Company,
as amended, a copy of the Plan, as amended, resolutions adopted by the Board of
Directors of the Company, the Officer's Certificates of Gary W. Deems, Secretary
of the Company, and such other records and documents as we have deemed relevant
and necessary for the opinions hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures and of all documents submitted to
us as certified or photostatic copies.
<PAGE> 2
FP Bancorp, Inc.
June 11, 1997
Page 2 of 2
Based upon the foregoing, we are of the opinion that the Shares, and
the Options, have been duly and validly authorized and, upon issuance of the
Shares, and assuming exercise of the Options and in exchange for payment
therefor, both as described in the Amendment, the Shares will be legally issued
and outstanding, fully paid and non-assessable.
We consent to being named in the Amendment and in the related
Prospectus under the heading "Legal Matters," and further consent to your filing
this legal opinion as an exhibit to the Amendment.
Very truly yours,
HIGGS, FLETCHER & MACK LLP
<PAGE> 1
EXHIBIT 23
[KPMG PEAT MARWICK LLP LETERHEAD]
Independent Auditors' Consent
The Board of Directors
FP Bancorp, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-32788) on Post-effective amendment No. 4 to Form S-8 of FP Bancorp, Inc. of
our report dated January 21, 1997, relating to the consolidated balance sheets
of FP Bancorp, Inc. and subsidiary (the "Company") as of December 31, 1996 and
1995, and the related consolidated statements of earnings, stockholders' equity
and cash flows for each of the years in the three-year period ended December
31, 1996, which report appears in the December 31, 1996 annual report on Form
10-KSB of FP Bancorp, Inc.
KPMG PEAT MARWICK LLP
San Diego, California
June 11, 1997
