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REGISTRATION NO. 333-37233
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FP BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0018976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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Harvey L. Williamson, President
FP Bancorp, Inc.
613 West Valley Parkway 613 West Valley Parkway
Escondido, California 92025, (760) 741-3312 Escondido, California 92025, (760) 739-6500
(Address, including zip code, and telephone number, including area code, (Name, address, including zip code, and telephone number,
of Registrant's principal executive offices) including area code, of agent for service)
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COPIES TO:
Franklin T. Lloyd, Esq.
HIGGS, FLETCHER & MACK LLP
401 West "A" Street, Suite 2000
San Diego, California 92101
Approximate date of commencement of proposed sale to public: November 15,
1997
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
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. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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- ------------------------------ ------------------ ------------------------ ------------------------ ------------------
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED SHARE (1) OFFERING PRICE (2) FEE
- ------------------------------ ------------------ ------------------------ ------------------------ ------------------
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Common Stock, $0.001 par
value 457,500 $10 $4,575,000 $1,386
- ------------------------------ ------------------ ------------------------ ------------------------ ------------------
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(1) Based on Fair Market Value of the Common Stock, as defined for purposes of
the Debentures, being $20 or less per share. If such value exceeds $20, the
number of shares issuable upon conversion will be reduced to a number such that
the fair market value thereof shall equal $2,000 per $1,000 in principal amount
of Debenture converted and the offering price per share will be proportionately
increased (but the aggregate offering price cannot exceed $4,575,000). See
DESCRIPTION OF DEBENTURES - Adjustment of Conversion Rate.
(2) Maximum aggregate price receivable by the Company upon conversion of the
Debentures.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
FP BANCORP, INC.
457,500 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale of up to 457,500 shares (the
"Shares") of the common stock, par value, $.001 per share, (the "Common Stock")
of FP Bancorp, Inc., a Delaware corporation, (the "Company") issuable upon
conversion of its outstanding 9% Convertible Subordinated Debentures (the
"Debentures") due December 31, 1997 (the "Maturity Date"). Holders of Debentures
who elect to convert them into Common Stock will nevertheless receive accrued
and unpaid interest to the Maturity Date.
On the Maturity Date, the Company will pay the Debenture holders cash in
the principal amount of their Debentures together with accrued interest thereon
through the Maturity Date; or, for holders who exercise their conversion rights,
in lieu of payment of the principal amount in cash, the Company will issue the
holder up to 100 shares of Common Stock for each $1,000 principal amount of
Debentures (the "Conversion Rate"). The unadjusted Conversion Rate is 100 shares
per $1,000 of principal amount of Debenture but is subject to downward
adjustment if the Fair Market Value, as defined for purposes of the Debenture,
per share of the Common Stock exceeds $20 on the Maturity Date. See "DESCRIPTION
OF DEBENTURES - Adjustment of Conversion Rate."
The Common Stock is quoted on the Nasdaq National Market System. On
November 28, 1997, the last reported sale price of the Common Stock on that
market was $21.50 per share; and if the last reported sale price on the Maturity
Date is the same, Fair Market Value for purposes of the Debenture would be
$20.425 and a holder of Debentures who elected to convert a Debenture into
Common Stock would, for each $1,000 of Debenture principal, receive 97 shares of
Common Stock, plus $18.77 in lieu of the fractional share. The Conversion Rate
calculations, including dollar amounts, will be rounded to three decimal places;
and the payment for fractional shares will be rounded to two. The Fair Market
Value of the Common Stock on the Maturity Date may be more or less than it was
on November 28, 1997, and the Conversion Rate will vary accordingly. The price
of the Common Stock received upon conversion will fluctuate in the market and no
assurance is given as to the price of the Common Stock at any future time.
INVESTMENT IN THE SECURITIES OFFERED INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
ON PAGE __.
- --------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Per Share Price to Debenture Underwriting Discounts Proceeds to
Maximum Holders (1) and Commissions Issuer (2)
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Per Share $10 None $10
Maximum $4,575,000 None $4,575,000
- ----------------------- ---------------------------- -------------------------------- ---------------------
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(1) Based on Fair Market Value of the Common Stock, as defined for purposes of
the Debentures, being $20 or less per share. If such value exceeds $20, the
number of shares issuable upon conversion will be reduced to a number such that
the fair market value thereof shall equal $2,000 per $1,000 in principal amount
of Debenture converted and the offering price per share will be proportionately
increased (but the aggregate offering price cannot exceed $4,575,000). See
DESCRIPTION OF DEBENTURES - Adjustment of Conversion Rate.
(2) Before deducting legal fees, accounting fees, printing costs and other
expenses of this offering, estimated at approximately $17,886.
--------------------------------------
The date of this Prospectus is __________, 1997
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commissions
regional offices at 75 Park Place, 14th Floor, New York, N.Y. 10007 and 500 West
Madison Street, Suite 1400, Chicago, IL 60621-2511. Copies of such materials can
be obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission
and the address on the Internet site is http://www.sec.gov. Since September 18,
1995 the Common Stock has been traded on the Nasdaq National Market System.
Reports, proxy statements and other information concerning the Company may be
inspected at the National Association of Securities Dealers, Inc. at 1735 K
Street N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement"). The Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration Statement. The
statements contained herein concerning the provisions of any document are not
necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission are hereby incorporated by reference in this Prospectus.
(a) Annual report on Form 10-KSB for the year ended December 31, 1996.
(b) Quarterly reports on Form 10-QSB for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997.
(c) Proxy Statement for the Company's 1997 Annual Meeting.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(b) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of the Common Stock shall be deemed
to be incorporated by reference into this Prospectus and be a part hereof from
the respective dates of filing of such documents. Any statement contained herein
or in a document all or any portion of which is incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other
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subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to any person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the foregoing documents incorporated herein by reference (other
than certain exhibits to such documents). Request for such copies should be
directed to FP Bancorp, Inc., Attention: Secretary, by mail at 613 West Valley
Parkway, Escondido, California 92025, or by telephone (760) 741-3312.
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RISK FACTORS
Competition. In general, the banking business in California is highly
competitive with respect to both loans and deposits and is dominated by major
banks with many offices operating over a wide geographic area. In the Company's
primary service area, major banks dominate the commercial banking industry as a
result of acquisitions of other independent banks in the area in recent years.
The Company competes for deposits and loans with other commercial banks and with
non-bank financial institutions, including savings and loan associations and
credit unions.
Institutions such as brokerage firms, credit card companies and even retail
establishments offer alternative investment vehicles such as money market funds
and traditional banking services such as check-writing and cash advances on
credit card accounts. Other entities (both public and private) seeking to raise
capital through the issuance and sale of debt or equity securities also
represent a source of competition for the Company with respect to acquisition of
deposits.
Among the advantages certain of these institutions have over the Company
are their ability to finance wide-ranging and effective advertising campaigns,
to access international money markets and to allocate their investment resources
to regions of highest yield and demand. Major banks operating in the Company's
service area offer services, such as international banking and trust services,
which are not offered by FPNB. Also, by virtue of their greater total
capitalization, such banks have substantially higher lending limits than FPNB.
Financial Markets Risk. Banking is a business that depends primarily on
interest rate differentials. In general, the difference between the interest
rates paid by the Company on its deposits and its other borrowings, and the
interest rates earned by the Company on loans extended to its customers and
investment securities held in its portfolio, comprise the major portion of the
Company's net earnings. This rate differential can be affected by changes in
global, national, and local economic conditions and changes in the interest rate
policy of the U.S. Federal Reserve Bank. The Company has no control over these
effects; and their changes and effect on the Company cannot be predicted.
Legislation and Regulation. From time to time, legislation is enacted which
has the effect of increasing the cost of doing business, limiting or expanding
permissible activities or affecting the competitive balance between banks and
other financial institutions. Proposals to change the laws and regulations
governing the operations and taxation of bank holding companies, banks and other
financial institutions are frequently made in Congress, in the California
Legislature and before various bank holding company and bank regulatory
agencies. The likelihood of any major change and the impact such change might
have cannot be predicted.
Dependence on Real Estate. A substantial portion of the Company's loan
portfolio consists of loans secured by real estate. Real estate term lending,
especially lending secured by vacant land, involves risks that real estate
values in general will fall and that the value of the particular real estate
security for a loan will fall. The Company has no control over real estate
values or the state of the economy, and the effect on the Company of changes in
these factors cannot be predicted.
Disclosure Regarding Forward-Looking Statements. This Prospectus and
documents incorporated herein by reference include "Forward-Looking Statements."
All statements other
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than descriptions of documents and statements of historical fact included in (i)
this Prospectus, including, without limitation, under "Risk Factors," and (ii)
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1996, incorporated herein by reference, including, without
limitation, under the following sections of that report:
- the sections entitled "Competition" and "Supervision and Regulation"
under "Item 1. DESCRIPTION OF BUSINESS"
- "Item 2. DESCRIPTION OF PROPERTIES"
- "Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS"
regarding the Company's strategies, plans, objectives, and expectations; the
Company's assessment of interest rate risk; the condition of the economy in its
market area; its future operating results; and other matters, are all
Forward-Looking Statements.
Although the Company believes that the expectations reflected in such
Forward-Looking Statements are reasonable at this time, it can give no assurance
that those expectations will prove to be correct. Important factors that could
cause actual results materially different from the Company's expectations are
set forth in these Risk Factors, as well as elsewhere in this Prospectus and
such incorporated documents. All subsequent written and oral Forward-Looking
Statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by these Risk Factors.
DESCRIPTION OF DEBENTURES
Description. Pursuant to a Prospectus under an effective Registration
Statement filed under the federal Securities Act of 1933, as amended, (the
"Securities Act"), the Company's predecessor, ENB Holding Company, issued
$4,575,000 face amount of Debentures under an agreement of indenture (the
"Indenture") between ENB Holding Company and Bank of New York (formerly Meridian
Trust Company of California) (the "Trustee"), effective as of November 9, 1992.
The Company is the successor of ENB Holding Company and has assumed all of its
obligations with respect to the Indenture and the Debentures. The Debentures are
convertible into Common Stock, subordinated, bear interest at the rate of 9% per
annum, and their Maturity Date is December 31, 1997.
Conversion Right. Under the terms of the Debentures, holders have the
option (i) on the Maturity Date, to receive payment in cash for the face amount
of the Debentures or (ii) to exercise a conversion right (the "Conversion
Right"). Unless the Conversion Rate changes as described below, Debentures
(whose holders elect to exercise their Conversion Rights in accordance with the
terms of the Debentures) will convert into Common Stock at the rate of up to 100
shares per $1,000 of principal. Although the unadjusted Conversion Rate is 100
shares per $1,000 of principal amount, this rate may be reduced depending on the
Fair Market Value of the Common Stock on the Maturity Date. See "Adjustment of
Conversion Rate." Without regard to whether the Conversion Right is exercised,
the holder will receive interest on the face amount of the Debentures through
the Maturity Date. The Conversion Right may be exercised as to all or part of a
Debenture, but in any event must be exercised in multiples of $1,000.
Adjustment of Conversion Rate. If the Fair Market Value of the Common Stock
on the Maturity Date exceeds $20 per share, the Conversion Rate will be reduced
such that the Fair
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Market Value of the Common Stock issuable upon such conversion shall equal two
times the principal amount applied to the conversion (i.e. $1,000 in principal
amount will purchase Shares having a Fair Market Value of $2,000). The Company
will not issue fractional shares but in lieu thereof will pay each converting
Debenture holder an amount equal to the Fair Market Value of any fractional
share otherwise issuable. For purposes of the Debentures, Fair Market Value is
equal to 95% of the last closing sale price of the Common Stock prior to the
Maturity Date as quoted on the Nasdaq National Market System.
Conversion Procedure. In order to exercise the Conversion Right, the holder
of a Debenture shall, on or before December 31, 1997, surrender such Debenture
to the Company at the following address:
FP Bancorp, Inc.
613 West Valley Parkway
Escondido, California 92025
ATTN: Secretary
accompanied by a written notice, in the general form attached to the Debenture,
that the holder elects to convert such Debenture or a specified portion thereof
into Common Stock. Such notice shall also state, if different from the name and
address of such holder, the name or names (with social security or taxpayer
identification number or numbers and address or addresses) in which the Common
Stock certificate or certificates shall be issued.
Where the shares issuable upon conversion are to be issued in the same name
or names as appear on the Debenture, no signature is required except on the
conversion notice. However, if the Debentures surrendered for conversion are to
be issued to a different name or names than appear on the Debenture, then, in
addition to the signature on the conversion notice, the Debentures must be duly
endorsed by, or accompanied by instruments of transfer in form satisfactory to
the Company duly executed by, the registered holder or his duly authorized
attorney, and such signatures must be guaranteed by a bank or brokerage
empowered to do so. The Company will review the documents submitted to determine
that they are complete and correct. If in order, the Company will promptly
forward the original Debenture to the Trustee for cancellation and cause to be
issued and delivered at its expense to such holder, or the person designated by
such holder in writing, (i) a certificate or certificates for the shares of
Common Stock issuable upon the conversion of such Debenture (or specified
portion thereof) and (ii) cash (calculated based on Fair Market Value of the
Common Stock) in respect of any fractional share of Common Stock otherwise
issuable upon such conversion. The Trustee will pay, without regard to whether
the Conversion Right is exercised, accrued and unpaid interest on the principal
amounts of the Debentures to the Maturity Date.
Since it is the time of receipt, not the time of mailing, that determines
whether Debentures have been properly tendered for conversion, sufficient time
should be allowed for Debentures sent by mail to be received prior to December
31, 1997. As to Debentures which have not been properly presented for conversion
on or before December 31, 1997, the Conversion Rights will terminate and such
Debentures will, upon surrender, be paid in cash in accordance with their terms.
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DESCRIPTION OF COMMON STOCK
The Company is authorized to issue 4,000,000 shares of Common Stock, of
which 2,778,823 shares were outstanding as of December 4, 1997. If all
Debentures are converted into Common Stock, there will be up to an additional
475,500 shares outstanding. The exact number of shares outstanding after this
Offering could be less depending on the Fair Market Value of the Common Stock on
the Maturity Date. See "DESCRIPTION OF DEBENTURES - Adjustment of Conversion
Rate."
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders. There is no cumulative voting with
respect to the election of directors. Holders of Common Stock are entitled to
receive ratably any dividends that may be declared by the Board of Directors of
the Company out of legally available funds. Upon the liquidation, dissolution or
winding up of the Company, the holders of Common Stock are entitled to receive
ratably the net assets of the Company after payment of all debts and liabilities
and liquidation preferences of any outstanding shares of Preferred Stock.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights.
DETERMINATION OF OFFERING PRICE
The Common Stock is being offered at up to 100 shares of Common Stock per
$1,000 principal amount of Debenture. The Conversion Rate begins at 100 Shares
per $1,000 principal amount of Debenture, however, if the Fair Market Value of
the Common Stock on the Maturity Date is more than $20, the Conversion Rate will
reduce such that the Fair Market Value of the Shares received per $1,000 in
principal amount of Debentures will equal $2,000. The "offering price" of the
shares in this Offering will vary based upon the Conversion Rate. Where the
Conversion Rate declines in amount, the offering price per share will be
effectively increased and vice-versa. Immediately following the Maturity Date,
the Company's Board of Directors, based upon the Fair Market Value of the Common
Stock on the Maturity Date, will determine the final Conversion Rate. The final
Conversion Rate will determine the number of Shares to be issued and fractional
Share to be purchased from each Debenture holder exercising a Conversion Right.
USE OF PROCEEDS
The Offering will not generate new proceeds to the Company because the
Shares will be issued in satisfaction of the principal amount of the Debentures
being converted. However, upon conversion of the Debentures and issuance of the
related Shares, the liability on the balance sheet of the Company which has been
associated with such Debentures will be decreased in an amount equal to the
principal amount of such Debentures and the Company's stockholders' capital
account will increase by a like amount less costs associated with this offering
and the conversion.
PLAN OF DISTRIBUTION
The Company will solicit its Debenture holders to convert the Debentures
into Common Stock without the use of underwriters or other paid agents.
Debenture holders wishing to exercise their Conversion Rights shall transmit the
related Debentures together with duly executed notices of exercise to the
Trustee. See "DESCRIPTION OF DEBENTURES - Conversion
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Right." The Company will determine the validity and effectiveness of the
material transmitted and notify the Trustee as to the principal amount of
Debentures which have been converted. Immediately following the Maturity Date,
the Company's Board of Directors will determine the final Conversion Rate. See
"DESCRIPTION OF DEBENTURES - Determination of Offering Price." The Company will
cause its transfer agent to forward certificates evidencing the Shares issuable
upon such conversions to the former Debenture holders, or person(s) designated
by them, at the address(es) provided in their respective transmittal letters.
Such certificates will be accompanied, in each case, by a payment equal to the
Fair Market Value of the fractional Share otherwise issuable upon such
conversion.
EXPERTS
The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years in the three-year period ended December
31, 1996, incorporated by reference in this Prospectus, have been incorporated
herein in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing.
LEGAL OPINION
The legality of the securities being offered hereby has been passed upon by
Higgs, Fletcher & Mack LLP, corporate counsel for the Company.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify an officer or director who is made a party to a
"proceeding" whether civil, criminal, administrative or investigative (including
a lawsuit or derivative action) because of his position if he acted in good
faith in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his conduct was unlawful. In addition,
the Company may advance expenses incurred in defending any proceeding in certain
cases. If the director or officer is successful on the merits, he must be
indemnified against all expenses actually and reasonably incurred. If the
officer or director is adjudged liable, indemnity can be made only by court
order. Such determination shall be made (1) by a majority vote of directors who
are not parties to such action, or (2) if there are no directors or if directors
so direct by, independent legal counsel, or (3) by the stockholders.
Article 6 of the bylaws provides that the Company shall, to the maximum
extent and in the manner permitted by the Delaware General Corporation Law,
indemnify any director or officer against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any proceeding. The Company shall pay the expenses in advance
of final disposition provided that the director shall repay all amounts advanced
if it is determined that he is not entitled to be indemnified. The bylaws also
authorize the Company to purchase and maintain insurance on behalf of directors
and officers against any liability asserted against them.
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Article 8 of the Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law, no director shall be
personally liable to the corporation for monetary damages for breach of
fiduciary duty as a director. In addition, neither any amendment nor repeal of
Article 8 nor the adoption of any provision of the Certificate of Incorporation
inconsistent with Article 8, shall eliminate or reduce the effect of the
Article. The primary purpose of Article 8 is to enhance the Company's ability to
attract and retain qualified officers and directors and to encourage directors
and officers to continue to make independent and entrepreneurial decisions in
good faith on behalf of the Company. While the Company believes that Article 8
will have a positive effect, the ability of the Company or its stockholders to
bring legal action against the Company's directors and officers will be
impaired.
The employment agreement of each executive officer of First Pacific
National Bank ("FPNB"), the Company's wholly-owned subsidiary, also provides
that FPNB will indemnify the executive in the event he is made a party to any
action by a third party provided certain criteria are met. The executive must
have acted in good faith and in a manner he reasonably believed to be in the
best interests of FPNB and his actions must have been taken within the course
and scope of his employment as an officer or employee of FPNB.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in said act and is,
therefore, unenforceable.
The Company has a staggered board of directors. The board of directors
consists of 14 members who are divided into two classes in respect of term of
office. Each class contains one-half of the whole number of the board. The terms
of directors are two years and one-half of the board is elected each year.
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No dealer, salesman or other person has been authorized to give any information
or to make any representation in connection with this offering other than those
contained in or incorporated by reference in this Prospectus and, if given or
made, such information or representation must not be relied upon as having been FP BANCORP, INC.
authorized by the Company or either of the Purchasers. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any of these
securities offered in any jurisdiction to any person to whom it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time 457,500 SHARES
subsequent to the date hereof or that there has been no change in the affairs of
the Company since such date.
COMMON STOCK
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PROSPECTUS
TABLE OF CONTENTS PAGE ------------------
Available Information
Incorporation of Certain Documents by Reference
Risk Factors
Description of Debentures
Description of Common Stock ___________, 1997
Determination of Offering Price
Use of Proceeds
Plan of Distribution
Experts
Legal Opinion
Indemnification of Officers and Directors
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering are as follows:
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Amount
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Registration Fee Under Securities Act of 1933 $ 1,386
NASD Filing Fee $ *
Blue Sky Fees and Expenses *
Printing $ 1,000
Legal Fees and Expenses $12,000
Accounting Fees and Expenses $ 2,000
Indenture Trustee's Fees $ 500
Miscellaneous Expenses $ 1,000
Federal Taxes *
TOTAL $17,886
=======
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* Not applicable or none.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See "PROSPECTUS - Indemnification of Officers and Directors."
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
See the Exhibit Index of this Registration Statement.
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ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 ("Securities Act") 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-2
<PAGE> 14
EXHIBITS.
- ---------
4.1 Indenture dated November 9, 1992 (including Form of Debenture)
(incorporated by reference to Exhibit 4.2 to the Registration
Statement on Form S-2, File number 33-52086)
4.2 Trust Agreement (incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-2, File number 33-52086)
5 Opinion of Higgs, Fletcher & Mack LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Higgs, Fletcher & Mack LLP (included in Exhibit 5)
24 Power of Attorney (included in signature page)
II-3
<PAGE> 15
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 Pre-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Escondido, State of
California, on December 4, 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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
* Director December 4, 1997
- -----------------------------
Mark N. Baker
* Director, December 4, 1997
- ----------------------------- Executive Vice
Gary W. Deems President, Chief
Administrative
Officer and Secretary
* Director December 4, 1997
- -----------------------------
Earle W. Frey, Jr.
* Director December 4, 1997
- -----------------------------
Robert W. Klemme
II-4
<PAGE> 16
Name Capacity Date
---- -------- ----
* Director December 4, 1997
- -----------------------------
Joseph J. Kuebler
* Director December 4, 1997
- -----------------------------
Randall C. Luce
* Director December 4, 1997
- -----------------------------
Larry R. Markham
* Director December 4, 1997
- -----------------------------
Richard W. McBride
* Director, December 4, 1997
- ----------------------------- Executive Vice
Michael J. Perdue President, and Chief
Operating Officer
(Principal Financial
Officer and Principal
Accounting Officer)
* Director December 4, 1997
- -----------------------------
Richard S. Spanjian
* Director December 4, 1997
- -----------------------------
Robert M. Spanjian
* Director December 4, 1997
- -----------------------------
Richard B. Thomas
* Director December 4, 1997
- -----------------------------
Michael W. Wexler
* Director, December 4, 1997
- ----------------------------- President and
Harvey L. Williamson Chief Executive
Officer (Principal
Executive Officer)
* /s/ Harvey L. Williamson
---------------------------
Harvey L. Williamson
Attorney-in-Fact
II-5
<PAGE> 1
- --------------------------------------------------------------------------------
EXHIBIT 5
HIGGS, FLETCHER & MACK LLP
ATTORNEYS AT LAW MEMBER, AMERICAN LAW FIRM ASSOCIATION
- --------------------------------------------------------------------------------
2000 FIRST NATIONAL BANK BUILDING
401 WEST "A" STREET
SAN DIEGO, CALIFORNIA 92101-791
TELEPHONE (619) 236-1551 TELECOPIER (619) 696-1410
- --------------------------------------------------------------------------------
December 4, 1997
FP Bancorp, Inc.
613 West Valley Parkway
Escondido, CA 92025
RE: 457,500 SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF ISSUE FP BANCORP,
INC.
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 up to 457,500
shares of Common Stock, $0.001 par value (the "Shares") upon conversion of up to
$4,575,000 principal amount of 9% Convertible Subordinated Debentures due
December 31, 1997 ("Debentures") pursuant to an indenture dated as of November
9, 1992, between the Company and Bank of New York (formerly Meridian Trust
Company of California) as Trustee ("Indenture").
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.
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 Indenture, 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.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, upon issuance of the Shares upon conversion of
the Debentures as provided in the Indenture, the Shares will be legally issued
and outstanding, fully paid and non-assessable.
We consent to being named in the Registration Statement and in the related
Prospectus under the heading "Legal Matters," and further consent to your filing
this legal opinion as an exhibit to the Registration Statement.
Very truly yours,
HIGGS, FLETCHER & MACK LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
FP Bancorp, Inc.:
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the Registration Statement
(No. 333-37233).
KPMG PEAT MARWICK LLP
San Diego, California
December 4, 1997
