<PAGE>
REGISTRATION NO. 33-88388
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VENTURA COUNTY NATIONAL BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
CALIFORNIA 77-0038387
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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500 ESPLANADE DRIVE
OXNARD, CALIFORNIA 93030
(805) 981-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RICHARD S. CUPP
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VENTURA COUNTY NATIONAL BANCORP
500 ESPLANADE DRIVE
OXNARD, CALIFORNIA 93030
(805) 981-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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<S> <C>
WILLIAM T. QUICKSILVER OMER S. J. WILLIAMS
MANATT, PHELPS & PHILLIPS THACHER PROFFITT & WOOD
11355 W. OLYMPIC BOULEVARD TWO WORLD TRADE CENTER
LOS ANGELES, CA 90064 NEW YORK, NEW YORK 10048
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If 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 check the following box. [X]
If the Registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11(a)(1)
of this Form, check the following box. [_]
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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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by the Registrant in connection with the offering
described in this Registration Statement, other than underwriting discounts and
commissions, are as follows (all amounts are estimated except the SEC, Nasdaq
and NASD filing fees):
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SEC filing fee............................................... $ 3,017.24
Nasdaq listing fees.......................................... 18,500.00
NASD filing fee.............................................. 1,375.00
Printing and engraving fees.................................. 75,000.00
Accounting fees and expenses................................. 50,000.00
Legal fees and expenses...................................... 200,000.00
Blue sky fees and expenses................................... 30,000.00
Transfer agent and registrar's fees and expenses............. 10,000.00
Subscription agent fees and expenses......................... 9,500.00
Information agent fees and expenses.......................... 5,000.00
Miscellaneous................................................ 50,000.00
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Total.................................................... $457,392.24
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ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article Five of the Registrant's Articles of Incorporation, as amended,
provides that the liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. Article Six of the Registrant's Articles of Incorporation provide that the
corporation is authorized to provide for the indemnification of agents (as
defined in Section 317 of the California General Corporation Law) in excess of
that expressly permitted by such Section 317, subject to the limitations set
forth in Section 204 of the California Corporations Code, for breach of duty to
the corporation and its stockholders through bylaw provisions or through
arguments, or both.
Article VI of the Registrant's amended Bylaws provide as follows:
ARTICLE VI
INDEMNIFICATION
Section 1. Definitions. For the purposes of this Article, "agent", includes
any person who is or was a Director, officer, employee, or other agent of the
corporation, or is or was serving at the request of the corporation as a
Director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise, or was a
Director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of the corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" includes any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative; and "expenses" includes without limitation
attorneys' fees and any expenses of establishing a right to indemnification
pursuant to law.
Section 2. Extent of Indemnification. The corporation shall, to the maximum
extent permitted by the General Corporations Law of California, advance
expenses to and indemnify each of its agents against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact any such person is
or was an agent of the corporation.
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Section 3. Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity of
arising out of the agent's status as such whether or not the corporation would
have the power to indemnify the agent against such liability under the
provisions of this Article.
ITEM 16. EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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1.1 -- Form of Agency Agreement+
3.1 -- Articles of Incorporation, as amended (1)
3.2 -- Bylaws, as amended (1)
4.1 -- Subscription Rights Certificate
5 -- Opinion of Manatt, Phelps & Phillips+
8 -- Tax opinion of Manatt, Phelps & Phillips
10.1 -- 1991 Incentive Stock Option Plan (2)
10.2 -- Incentive Stock Option Plan (3)
10.3 -- Incentive Stock Option Plan of Conejo (former subsidiary of
Ventura) (4)
10.4 -- Non-Qualified Stock Option Plan of Conejo (former subsidiary of
Ventura) (5)
10.5 -- 401(k)/Employee Stock Ownership Plan (6)
10.6 -- Deposit Insurance Transfer and Asset Purchase Agreement among
Resolution Trust Corporation Receiver of Westco Savings Bank, F.S.B.
and Frontier Bank, N.A., (7)
10.7 -- Salary Continuation Agreement for Cupp (1)
10.8 -- Employment Agreement for Kellogg.
10.9 -- Employment Agreement for Raggio.
10.10 -- Employment Agreement for Lagomarsino
11 -- Computation of Per Share Earnings (1)
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Manatt, Phelps & Phillips (included within Exhibits 5
and 8)+
24 -- Power of Attorney (See page II-5)
27 -- Financial Data Schedule
99.1 -- Instructions as to Use of Subscription Right Certificates
99.2 -- Form of Letter to Shareholders
99.3 -- Form of Letter to Shareholders With Addresses Outside the United
States and Canada or APO or FPO Address
99.4 -- Form of Letter to Nominee Holders
99.5 -- Form of Certificate and Request for Additional Rights
99.6 -- Form of Nominee Holder Oversubscription Certification
99.7 -- Form of Letter from Nominee Holders to Beneficial Owners
99.8 -- Form of Notice of Guaranteed Delivery
99.9 -- DTC Participant Oversubscription Exercise Form
99.10 -- Form of Standby Purchase Agreement
99.11 -- Form of Information Agent Agreement
99.12 -- Form of Subscription Agent Agreement
99.13 -- Form of Cover Letter to Standby Purchaser
99.14 -- Question and Answer Format Additional Soliciting Materials
99.15 -- Form of Escrow Agreement+
99.16 -- Form of Cover Letter to Standby Purchaser
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+ To be filed by amendment.
(1) This exhibit is filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993 and incorporated herein by
reference.
(2) This exhibit is filed as an Exhibit to the Registrant's S-8 Registration
Statement File No. 33-9207 and incorporated herein by reference.
(3) This exhibit is filed as Exhibit 10.6 to Registrant's Statement File No.
33-9207 and incorporated herein by reference.
(4) This exhibit is filed as Exhibit 10.1 to Registrant's Registration
Statement File No. 33-28780 and incorporated herein by reference.
(5) This exhibit is filed as Exhibit 10.2 to Registrant's Registration
Statement File No. 33-28780 and incorporated herein by reference.
(6) This exhibit is filed as Exhibit 10.5 to Registrant's Registration
Statement File No. 33-28780 and incorporated herein by reference.
(7) This exhibit is filed as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1990 and incorporated herein by
reference.
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ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows:
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
B. To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933:
C. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most post-effective
amendment thereof) which, individually or in the aggregate, present a
fundamental change in the information set forth in the registration statement;
D. 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 1(i) and 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 the periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act that are incorporated by reference
to the registration statement.
E. That, for the purposes 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.
F. To remove from registration by means of post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
G. That, for purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
the registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of the
registration statement as of the time it was declared effective.
H. That, for the purposes of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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 foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against the public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment of
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 of 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 of 1933 and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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-2 and has duly
caused this Amendment No. 3 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Oxnard, State of
California, on May 5, 1995.
VENTURA COUNTY NATIONAL BANCORP
By: Richard S. Cupp
___________________________________
Richard S. Cupp
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE DATE
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* Director May 5, 1995
________________________________________
Michael Antin
* Director May 5, 1995
________________________________________
Ralph R. Bennett
Richard S. Cupp Director, President and May 5, 1995
________________________________________ Chief Executive Officer
Richard S. Cupp (Principal Executive
Officer)
* Director May 5, 1995
________________________________________
James M. Davis
________________________________________ Director May , 1995
Bart M. Hackley, Jr.
* Director May 5, 1995
________________________________________
W.E. Hartman
* Director May 5, 1995
________________________________________
James B. Hussey
* Director May 5, 1995
________________________________________
Richard A. Lagomarsino
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SIGNATURE TITLE DATE
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Director May , 1995
________________________________________
Zella A. Rushing
* Director May 5, 1995
________________________________________
Raymond E. Swift
Simone Lagomarsino Senior Vice President and May 5, 1995
________________________________________ Chief Financial Officer
Simone Lagomarsino (Principal Accounting
Officer)
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*By Richard S. Cupp
___________________________________
Richard S. Cupp
Attorney in Fact
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[Letterhead of Sandler O'Neill]
May ___, 1995
[Standby Purchaser]
[Address]
Dear ____________:
You have previously received the preliminary prospectus of Ventura County
National Bancorp (the "Company") and the form of Standby Purchase Agreement
included in the registration statement filed with the Securities and Exchange
Commission. Enclosed herein is a revised form of Standby Purchase Agreement
which now includes information regarding the proposed maximum and minimum shares
as well as a copy of the form of Standby Purchase Agreement marked to indicate
changes from the previous draft. If applicable for corporations, partnerships
and limited liability companies, please complete the information set forth at
section 5(b)(i) on page 5 of the Standby Purchase Agreement and fax it to Tom
Killian at (212) 466-7711 so we can incorporate it in a final document. It is
our understanding that the form of Standby Purchase Agreement is acceptable to
you.
You have expressed an interest to purchase a maximum of $____ of common
stock of the Company in the offering, if available after the subscription
offering, and the Company has indicated that it would sell to you a minimum of
$____ of common stock as part of the offering.
The pricing and the determination of the actual number of shares
representing your minimum and the maximum standby purchase amounts will be
determined when the pricing occurs. We anticipate a pricing meeting will take
place on Wednesday, May 10, 1995 and that the registration statement will be
declared effective by the SEC on Thursday, May 11, 1995. At the time the
registration statement is declared effective, the Company will send to you by
facsimile a verification of the Subscription Price and pages 1, 2 and the
signature page of the Standby Purchase Agreement which will be fully completed
to indicate the number of shares representing your maximum and minimum purchase
at the Subscription Price.
At that time, if you wish to extend an offer to purchase the securities
described in the prospectus, you will be directed to execute and date the
signature page of the Standby Purchase Agreement and fax it to the Company to
the attention of Richard S. Cupp at facsimile number (805) 981-_____. Upon
receipt of the executed signature page by the Company, your offer will become
binding. Until receipt by the Company of such signature page, your indication of
interest will involve no obligation or commitment of any kind on the part of
either you or the Company.
Please call Tom Killian if you have any questions.
Very truly yours,
Sandler O'Neill & Partners, L.P.
Enclosure
