As filed with the Securities and Exchange Commission on November 1, 1996.
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
FIRST REPUBLIC BANCORP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-2964497
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
388 MARKET STREET
SAN FRANCISCO, CALIFORNIA 94111
(415) 392-1400
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
____________________
1989 OUTSIDE DIRECTORS' OPTIONS
1991 OUTSIDE DIRECTORS' OPTIONS
1991 EXECUTIVE OFFICERS' OPTIONS
1992 OUTSIDE DIRECTORS' OPTIONS
1992 CONTINGENT DIRECTORS' OPTIONS
1992 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
1993 SUBSIDIARY DIRECTORS' OPTIONS
1994 CONTINGENT DIRECTORS' OPTIONS
1994 SUBSIDIARY DIRECTORS' OPTIONS
1995 SUBSIDIARY DIRECTORS' OPTIONS
1995 PERFORMANCE-BASED CONTINGENT STOCK OPTIONS
1996 CONTINGENT DIRECTORS' OPTIONS
(FULL TITLE OF PLANS)
____________________
JAMES H. HERBERT, II
President
and Chief Executive Officer
First Republic Bancorp Inc.
388 Market Street
San Francisco, California 94111
(415) 392-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
____________________
COPIES TO:
Jay L. Bernstein, Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
____________________
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. <checked-box>
____________________
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE
PER SHARE (1) OFFERING PRICE
<S> <C> <C> <C> <C> <C>
Common Stock, 37,128(2) $6.74 $250,243 $86
$.01 par value
Common Stock, 25,456(3) $12.49 $317,945 $110
$.01 par value
Common Stock, 74,262(4) $12.73 $945,355 $326
$.01 par value
Common Stock, 74,260(5) $14.85 $1,102,761 $380
$.01 par value
Common Stock, 74,263(6) $11.64 $864,421 $298
$.01 par value
Common Stock, 477,405(7) $14.84 $7,084,690 $2,443
$.01 par value
Common Stock, 10,300(8) $13.95 $143,685 $50
$.01 par value
Common Stock, 82,400(9) $16.02 $1,320,048 $455
$.01 par value
Common Stock, 7,000(10) $13.67 $95,690 $33
$.01 par value
Common Stock, 5,000(11) $14.56 $72,800 $25
$.01 par value
Common Stock, 350,000(12) $13.13 $4,595,500 $1,585
$.01 par value
Common Stock, 97,500(13) $15.25 $1,486,875 $513
$.01 par value
TOTAL 1,314,974 $6,304
</TABLE>
(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee.
(2) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the non-employee directors of the
Registrant in August 1989.
(3) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the non-employee directors of the
Registrant in August 1991.
(4) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the executive officers of the
Registrant in October 1991.
(5) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the non-employee directors of the
Registrant in May 1992.
(6) Represents the number of shares of Common Stock that may be
purchased upon exercise of contingent stock options outstanding as
of the date hereof which were granted to the non-employee directors
of the Registrant in October 1992 and approved by stockholder vote
on May 12, 1993.
<PAGE>
(7) Represents the number of shares of Common Stock that may be
purchased upon exercise of the Registrant's 1992 Performance-Based
Contingent Stock Options outstanding as of the date hereof.
(8) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the non-employee directors of a
subsidiary of the Registrant in December 1993.
(9) Represents the number of shares of Common Stock that may be
purchased upon exercise of contingent stock options outstanding as
of the date hereof which were granted to the non-employee directors
of the Registrant in February 1994 and approved by stockholder vote
on May 4, 1994.
<PAGE>
(10) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the non-employee directors of a
subsidiary of the Registrant in April 1994.
(11) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to a non-employee director of a subsidiary
of the Registrant in December 1995.
(12) Represents the number of shares of Common Stock that may be
purchased upon exercise of the Registrant's 1995 Performance-Based
Contingent Stock Options outstanding as of the date hereof which
were approved by stockholder vote on May 4, 1995 and were granted on
December 31, 1995.
(13) Represents the number of shares of Common Stock that may be
purchased upon exercise of stock options outstanding as of the date
hereof which were granted to the thirteen non-employee directors of
the Registrant and its subsidiaries and approved by stockholder vote
on May 30, 1996.
PAGE
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by First
Republic Bancorp Inc. (the "Company" or the "Registrant") with the
Securities and Exchange Commission hereby are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K filed
pursuant to Section 13 of the Securities Exchange Act of 1934 for the
fiscal year ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Registrant's Annual Report
referred to in (a) above; and
(c) The description of the Registrant's Common Stock, par
value $0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A (Registration No. 92 18 2992),
together with all amendments and reports filed for the purpose of
updating that description.
All documents subsequently filed by the Registrant pursuant
to Sections 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 hereby 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 into this Registration Statement will be
deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in this Registration
Statement or any other subsequently filed document which also is or is
deemed to be incorporated into this Registration Statement modifies or
supersedes that statement. Any 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.
L. Martin Gibbs, a partner of Rogers & Wells, is a Director
of the Company and the beneficial owner of 59,540 shares of Common
Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, under
which the Company is incorporated, permits, and the By-laws of the
Registrant authorize, the Registrant to indemnify an officer or director
of the Registrant, or any wholly owned subsidiary of the Registrant, or
any other entity or enterprise that the board of directors of the
Registrant may designate by resolution, who was or is a party or is
threatened to be made a party to any "proceeding" (including a lawsuit)
because of his or her position, if he or she acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the
best interests of the Registrant, and authorize the Registrant to
advance expenses incurred in defending such a proceeding under certain
circumstances. If the officer or director is successful on the merits
or otherwise, the Registrant is required to indemnify him or her against
all expenses, including attorneys' fees, actually or reasonably incurred
by him or her in connection with such proceeding. The Registrant's
charter permits the Registrant's board of directors to eliminate or
reduce a director's exposure to personal monetary liability for breach
of his or her fiduciary duty as a director to the fullest extent
permitted by the Delaware General Corporation Law.
PAGE
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
There are filed with the Registration Statement the
following exhibits:
4.1 Certificate of Incorporation of the Company,
filed with the Secretary of State of Delaware on
February 19, 1985, as amended by Certificates of
Amendment filed with the Secretary of State of
Delaware on April 12, 1985, May 19, 1986, June
26, 1986, August 1, 1986, September 10, 1987,
June 30, 1989, October 27, 1989, May 25, 1990,
and May 26, 1992, incorporated herein by
reference to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31,
1995.
4.2 By-laws of the Company, as amended, incorporated
herein by reference to the Registrant's
Registration Statement on Form S-1 (File No. 33-
18963).
5.1 Opinion of Rogers & Wells.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Rogers & Wells (contained in its
opinion filed as Exhibit 5.1 to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
(a) The 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; and
(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;
PAGE
<PAGE>
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this 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 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 this 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 Francisco,
State of California, on October 31, 1996.
FIRST REPUBLIC BANCORP INC.
By: /S/JAMES H. HERBERT, II
=====================================
James H. Herbert, II
President
PAGE
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints James H. Herbert, Katherine
August-deWilde and Willis H. Newton, Jr., or any of them, his true and
lawful attorneys-in-fact, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including any post-effective
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, granting unto said attorneys-in-
fact, 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 and about
the premises, as fully to all intents and purposes as they might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
<S> <C> <C> <C>
/S/ ROGER O. WALTHER Chairman of the Board of October 31, 1996
=====================
Roger O. Walther Directors
/S/JAMES H. HERBERT, II President, Chief Executive October 31, 1996
============================
James H. Herbert, II Officer and Director
/S/ KATHERINE AUGUST-DEWILDE Executive Vice President and October 31, 1996
=============================
Katherine August-deWilde Director
/S/ WILLIS H. NEWTON, JR. Senior Vice President and Chief October 31, 1996
============================
Willis H. Newton, Jr. Financial Officer
/S/ LINDA G. MOULDS Vice President, Secretary and October 31, 1996
===========================
Linda G. Moulds Controller
/S/ RICHARD M. COX-JOHNSON Director October 31, 1996
===========================
Richard M. Cox-Johnson
<PAGE>
/S/ KENNETH W. DOUGHERTY Director October 31, 1996
===========================
Kenneth W. Dougherty
/S/ FRANK J. FAHRENKOPF, JR. Director October 31, 1996
============================
Frank J. Fahrenkopf, Jr.
/S/ L. MARTIN GIBBS Director October 31, 1996
============================
L. Martin Gibbs
/S/ JAMES F. JOY Director October 31, 1996
============================
James F. Joy
/S/ JOHN F. MANGAN Director October 31, 1996
============================
John F. Mangan
/S/ BARRANT V. MERRILL Director October 31, 1996
============================
Barrant V. Merrill
</TABLE>
PAGE
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO. Page No.
========== ==================== =======
<S> <C> <C> <C>
4.1 Certificate of Incorporation of the
Company, filed with the Secretary
of State of Delaware on February 19,
1985, as amended by Certificates
of Amendment filed with the Secretary
of State of Delaware on April 12, 1985,
May 19, 1986, June 26, 1986, August 1, 1986,
September 10, 1987, June 30, 1989, October 27,
1989, May 25, 1990, and May 26, 1992,
incorporated herein by reference to the
Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.
4.2 By-laws of the Company, as amended, incorporated
herein by reference to the Registrant's Registration
Statement on Form S-1 (File No. 33-18963).
5.1 Opinion of Rogers & Wells.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Rogers & Wells (contained in its opinion filed
as Exhibit 5.1).
<PAGE>
</TABLE>
EXHIBIT 5.1
ROGERS & WELLS
200 Park Avenue
New York, New York 10166
(212) 878-8000
FAX (212) 878-8375
WASHINGTON, D.C. LONDON FRANKFURT
LOS ANGELES PARIS HONG KONG
October 31, 1996
First Republic Bancorp Inc.
388 Market Street
San Francisco, California 94111
Re: First Republic Bancorp Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for First Republic Bancorp
Inc., a Delaware corporation (the "Company"), in connection with
the preparation and filing with the Securities and Exchange
Commission (the "Commission") of the Company's Registration
Statement on Form S-8 (the "Registration Statement"), relating to
the offer and sale of up to an aggregate of 1,368,019 shares (the
"Shares") of its Common Stock, $.01 par value per share, issuable
upon exercise of stock options (the "Options") which have been
granted to directors and executive officers of the Company and its
subsidiaries. You have requested that we furnish our opinion as to
the matters hereinafter set forth.
In rendering the opinions set forth below, we have
examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or appropriate. Based upon
the foregoing and upon such examination of law as we have deemed
necessary, we are of the opinion that (i) the Shares have been duly
authorized under the Company's Certificate of Incorporation and
(ii) when issued and paid for in accordance with the terms of the
Options, the Shares will be validly issued, fully paid and
nonassessable.
Mr. L. Martin Gibbs, a member of this firm, is a
director of the Company and the beneficial owner of 59,540 shares
of the Company's Common Stock.
The opinions expressed herein are limited to matters of
applicable federal law and the General Corporation Law of the State
of Delaware.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and any reference to this
firm contained therein.
Very truly yours,
/S/ ROGERS & WELLS
EXHIBIT 23.1
KPMG PEAT MARWICK LLP
Three Embarcadero Center
San Francisco, CA 94111
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
First Republic Bancorp Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of First Republic Bancorp Inc. of our report dated January 25,
1996, relating to the consolidated balance sheet of First Republic Bancorp
Inc. and subsidiaries as of December 31, 1995, and 1994, and the related
consolidated statements of income, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995, which
report is incorporated by reference in the December 31, 1995, annual report
on Form 10-K of First Republic Bancorp Inc.
/s/ KPMG Peat Marwick LLP
San Francisco, California
October 25, 1996
