<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 2000
REGISTRATION NO. 333-40028
REGISTRATION NO. 333-40028-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 4 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
<TABLE>
<S> <C>
FRONT RANGE CAPITAL CORPORATION FRONT RANGE CAPITAL TRUST I
(Name of Small Business Issuer (Name of Small Business
in its Charter) Issuer in its Charter)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C>
COLORADO 6712 84-0970160 DELAWARE 6712 51-6517364
(State of (Primary Standard (I.R.S. Employer (State of (Primary Standard (I.R.S. Employer
incorporation or Industrial Identification incorporation or Industrial Identification
organization) Classification Number) organization) Classification Number)
Code Code
Number) Number)
</TABLE>
<TABLE>
<S> <C>
1020 CENTURY DRIVE 1020 CENTURY DRIVE
SUITE 202 SUITE 202
LOUISVILLE, COLORADO 80027 LOUISVILLE, COLORADO 80027
(303) 926-0300 (303) 926-0300
(Address and telephone number of principal (Address and telephone number of principal
executive offices and principal place of business) executive offices and principal place of business)
--------------------- ---------------------
</TABLE>
ROBERT L. BEAUPREZ
CHAIRMAN OF THE BOARD AND
PRESIDENT
1020 CENTURY DRIVE
SUITE 202
LOUISVILLE, COLORADO 80027
(Name, address and telephone number of agent for service)
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Copies to:
<TABLE>
<S> <C>
HERBERT H. DAVIS III, ESQ. MATTHEW C. BOBA, ESQ.
ROTHGERBER JOHNSON & LYONS LLP CHAPMAN AND CUTLER
1200 17TH STREET, SUITE 3000 111 WEST MONROE
DENVER, COLORADO 80202-5839 CHICAGO, ILLINOIS 60603
(303) 623-9000 (312) 845-3000
</TABLE>
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APPROXIMATE DATE OF PROPOSED SALE TO PUBLIC: As soon as practicable after
the effective date of the Registration Statement.
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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of Front Range Capital Corporation (the
"company" or "Front Range") require it to its indemnify officers, directors,
agents and fiduciaries to the fullest extent permitted under the Colorado
Business Corporations Act from and against any claim, liability or expense
arising against him or her because he or she is or was a director, officer,
agent or fiduciary or was serving another entity as a director, officer, agent,
trustee, employee or fiduciary at the company's or the bank's request. Under
Colorado law, a corporation may indemnify a director if the director 1)
conducted himself or herself in good faith; 2) reasonably believed that his or
her conduct was in the best interests of the corporation or at least was not
opposed to the best interests of the corporation and 3) in the case of a
criminal proceeding, the director had no reasonable cause to believe that his or
her conduct was unlawful. In addition, under Colorado law, unless limited by the
articles of incorporation, a corporation must indemnify a director wholly
successful on the merits or otherwise, in the defense of a proceeding to which
the director was a party because he or she is or was a director, against
reasonable expenses incurred by the director in connection with the proceeding.
Front Range's Articles of Incorporation and Bylaws provide that none of its
directors will be liable to the company for monetary damages for any act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Colorado law does not permit exculpation of liability in the
case of 1) a breach of the director's duty of loyalty to the company or its
shareholders; 2) acts or omissions not in good faith that involve intentional
misconduct or a knowing violation of law; 3) a transaction from which a director
received an improper personal benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or 4) an act related
to an unlawful distribution of corporate assets.
Pursuant to the Underwriting Agreement, a form of which is filed as Exhibit
1.1 to this Registration Statement, the Underwriter has agreed to indemnify the
directors, officers and controlling persons of the company against certain civil
liabilities that may be incurred in connection with this Offering, including
certain liabilities under the Securities Act.
Front Range may provide liability insurance for each director and officer
for certain losses arising from claims or charges made against them while acting
in their capacities as directors or officers of Front Range, whether or not
Front Range would have the power to indemnify such person against such
liability, as permitted by law.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated fees and expenses incurred by the Registrants in connection
with the sale and distribution of the securities being registered are as
follows:
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<S> <C>
Securities and Exchange Commission registration fee......... 3,960
American Stock Exchange listing fee......................... 55,000
National Association of Securities Dealers, Inc. filing
fee....................................................... 2,000
Printing and mailing expenses............................... 100,000
Legal fees and expenses of counsel for the Registrants...... 150,000
Accounting fees and expenses................................ 50,000
Blue Sky filing fees and expenses (includes legal fees and
expenses)................................................. 1,000
Transfer Agent fees......................................... 5,000
Trustee fees and expenses................................... 15,000
Miscellaneous expenses...................................... 18,040
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Total............................................. $400,000
========
</TABLE>
II-1
<PAGE> 3
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
In July of 1998, we issued 139,267 shares of our common stock to certain
individuals at $12.00 per share in a private placement. Each sale was for cash
and was made pursuant to the registration exemption provided by Section 4(2) of
the Securities Act of 1933, as amended (the "Act"), and Regulation D promulgated
thereunder. Each of the investors was accredited as that term is defined in Rule
501 of Regulation D or otherwise met the requirements of Rule 506 of Regulation
D. Each of the purchasers purchased the security for their own account without
an aim toward distribution. The sales to the purchasers were made without
general solicitation or advertising.
On June 14, 1999, we issued 2,000 shares of our common stock to a single
individual at $12.00 per share. This transaction was for cash and was made
pursuant to the registration exemption provided by Section 4(2) of the Act.
On October 19, 2000, we issued 1,317 shares of our series B preferred stock
in exchange for promissory notes held by certain of our common stockholders.
Each sale was made pursuant to the registration exemption provided by Section
4(2) of the Act and Regulation D promulgated thereunder. Each of the investors
was accredited as that term is defined in Rule 501 of Regulation D or otherwise
met the requirements of Rule 506 of Regulation D. Each purchaser purchased the
security for their own account without an aim toward distribution. The sales to
the purchasers were made without general solicitation or advertising.
ITEM 27. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement:
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
1.1* -- Form of Underwriting Agreement
3.1* -- Articles of Incorporation of Front Range Capital
Corporation
3.2* -- Bylaws of Front Range Capital Corporation
4.1* -- Revised Form of Indenture by and between Front Range
Capital Corporation and Wilmington Trust Company
4.2* -- Revised Form of Subordinated Debenture (included as an
exhibit to Exhibit 4.1)
4.3* -- Certificate of Trust, as amended and restated
4.4* -- Trust Agreement
4.5* -- Revised Form of Amended and Restated Trust Agreement
between Front Range Capital Corporation and Wilmington
Trust Company
4.6* -- Revised Form of Trust Preferred Securities Certificate
(included as an exhibit to Exhibit 4.5)
4.7* -- Revised Form of Trust Preferred Securities Guarantee
Agreement
4.8* -- Revised Form of Agreement of Expenses and Liabilities
(included as an exhibit to Exhibit 4.5)
5.1* -- Opinion of Rothgerber, Johnson & Lyons LLP as to the
legality of the securities being offered
5.2* -- Opinion of Morris, James, Hitchens & Williams LLP as to
matters of Delaware law
8.1* -- Revised Opinion of Rothgerber, Johnson & Lyons LLP as to
certain tax matters
10.1* -- Lease Agreement between Lafayette State Bank and Fruehauf
Investments Ltd.
10.2* -- Lease Agreement between Heritage Bank and 901 Walnut
Street, LLC
10.3* -- Loan Agreement between Front Range Capital Corporation
and Bankers' Bank of the West
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II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
10.4* -- Promissory Note by Front Range Capital Corporation
payable to Robert W. and Carol D. Lathrop
10.5* -- Promissory Note by Front Range Capital Corporation
payable to Bankers' Bank of the West
10.6* -- Promissory Note by Front Range Capital Corporation
payable to Carol Ann Imel
10.7* -- Amendment and Restatement of Executive Retirement Plan of
Heritage Bank
10.8* -- Indexed Salary Continuation Plan of Heritage Bank
10.9* -- Flexible Premium Life Insurance Endorsement Method Split
Dollar Plan Agreement
21.1* -- List of Subsidiaries of Front Range Capital Corporation
23.1 -- Updated Consent of Fortner, Bayens, Levkulich and Co., P.C.
23.2* -- Consent of Rothgerber, Johnson & Lyons LLP (included in
the opinion filed as Exhibit 5.1 hereto)
23.3* -- Consent of Morris, James, Hitchens & Williams LLP
(included in the opinion filed as Exhibit 5.2 hereto)
23.4* -- Consent of Rothgerber, Johnson & Lyons LLP (included in
the opinion filed as Exhibit 8.1 hereto)
24.1* -- Power of Attorney (included on page II-5)
25.1* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Trustee under the Trust Preferred Securities Guarantee
25.2* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
trustee under the Indenture
25.3* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
trustee for the Trust Preferred Securities
</TABLE>
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* Previously filed.
ITEM 28. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrants pursuant to the foregoing provisions, or otherwise, the
Registrants have 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 Registrants of expenses
incurred or paid by a director, officer or controlling person of the Registrants
in the successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the Registrants 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.
(b) The undersigned Registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 403A and contained in
a form of prospectus filed by the Registrants pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
II-3
<PAGE> 5
(2) For the purpose 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 the initial bona fide offering thereof.
(c) The undersigned Registrants hereby undertake to file and application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under section 305(b)(2) of
the Act.
II-4
<PAGE> 6
SIGNATURES
Front Range Capital Corporation. Pursuant to the requirements of the
Securities Act of 1933, as amended, Front Range Capital Corporation has duly
caused this Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Louisville,
Colorado on the 18th day of December, 2000.
FRONT RANGE CAPITAL CORPORATION
(Registrant)
By: /s/ ROBERT L. BEAUPREZ
----------------------------------
Robert L. Beauprez
Chairman of the Board and
President
(principal executive officer)
Front Range Capital Trust I. Pursuant to the requirements of the Securities
Act of 1933, as amended, Front Range Capital Trust I has duly caused this
Amendment No. 3 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Louisville, Colorado on
the 18th day of December, 2000.
FRONT RANGE CAPITAL TRUST I
(Registrant)
By: /s/ ROBERT L. BEAUPREZ
----------------------------------
Robert L. Beauprez
Trustee
By: /s/ WILLIAM A. MITCHELL, JR.
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William A. Mitchell, Jr.
Trustee
By: /s/ ALICE M. BIER
----------------------------------
Alice M. Bier
Trustee
II-5
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement was signed by the following persons in the
capacity indicated and on the 18th day of December, 2000.
By: /s/ ROBERT L. BEAUPREZ
----------------------------------
Robert L. Beauprez
Chairman of the Board and
President
(principal executive officer)
*
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Alice M. Bier
Chief Financial Officer
(principal financial officer)
*
------------------------------------
Claudia A. Beauprez
Director, Treasurer and Secretary
*
------------------------------------
Larry W. Gibson
Director
*
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Victor Freuhauf
Director
*
------------------------------------
William G. Hofgard
Director
*
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Donald E. Imel
Director
*
------------------------------------
W. Bruce Joss
Director
*
------------------------------------
Robert W. Lathrop
Director
* /s/ ROBERT L. BEAUPREZ
------------------------------------
Robert L. Beauprez
As: Attorney-in-fact
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
1.1* -- Form of Underwriting Agreement
3.1* -- Articles of Incorporation of Front Range Capital
Corporation
3.2* -- Bylaws of Front Range Capital Corporation
4.1* -- Revised Form of Indenture by and between Front Range
Capital Corporation and Wilmington Trust Company
4.2* -- Revised Form of Subordinated Debenture (included as an
exhibit to Exhibit 4.1)
4.3* -- Certificate of Trust, as amended and restated
4.4* -- Trust Agreement
4.5* -- Revised Form of Amended and Restated Trust Agreement
between Front Range Capital Corporation and Wilmington
Trust Company
4.6* -- Revised Form of Trust Preferred Securities Certificate
(included as an exhibit to Exhibit 4.5)
4.7* -- Revised Form of Trust Preferred Securities Guarantee
Agreement
4.8* -- Revised Form of Agreement of Expenses and Liabilities
(included as an exhibit to Exhibit 4.5)
5.1* -- Opinion of Rothgerber, Johnson & Lyons LLP as to the
legality of the securities being offered
5.2* -- Opinion of Morris, James, Hitchens & Williams LLP as to
matters of Delaware law
8.1* -- Revised Opinion of Rothgerber, Johnson & Lyons LLP as to
certain tax matters
10.1* -- Lease Agreement between Lafayette State Bank and Fruehauf
Investments Ltd.
10.2* -- Lease Agreement between Heritage Bank and 901 Walnut
Street, LLC
10.3* -- Loan Agreement between Front Range Capital Corporation
and Bankers' Bank of the West
10.4* -- Promissory Note by Front Range Capital Corporation
payable to Robert W. and Carol D. Lathrop
10.5* -- Promissory Note by Front Range Capital Corporation
payable to Bankers' Bank of the West
10.6* -- Promissory Note by Front Range Capital Corporation
payable to Carol Ann Imel
10.7* -- Amendment and Restatement of Executive Retirement Plan of
Heritage Bank
10.8* -- Indexed Salary Continuation Plan of Heritage Bank
10.9* -- Flexible Premium Life Insurance Endorsement Method Split
Dollar Plan Agreement
21.1* -- List of Subsidiaries of Front Range Capital Corporation
23.1 -- Updated Consent of Fortner, Bayens, Levkulich and Co., P.C.
23.2* -- Consent of Rothgerber, Johnson & Lyons LLP (included in
the opinion filed as Exhibit 5.1 hereto)
23.3* -- Consent of Morris, James, Hitchens & Williams LLP
(included in the opinion filed as Exhibit 5.2 hereto)
23.4* -- Consent of Rothgerber, Johnson & Lyons LLP (included in
the opinion filed as Exhibit 8.1 hereto)
24.1* -- Power of Attorney (included on page II-5)
25.1* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
Trustee under the Trust Preferred Securities Guarantee
25.2* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
trustee under the Indenture
25.3* -- T-1 Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, of Wilmington Trust Company, as
trustee for the Trust Preferred Securities
</TABLE>
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* Previously filed.
