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As filed with the Securities and Exchange Commission on May 15, 2000
Registration No. 333
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 FOR REGISTRATION OF SECURITIES TO BE OFFERED TO
EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS
Commission File No:_____________________
VINEYARD NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
California 33-030917
(State of Incorporation) (IRS Employer Identification No.)
9590 FOOTHILL BOULEVARD
RANCHO CUCAMONGA, CA 91730
(909) 987-0177
(Address, including zip code, and telephone number, including
area code, of issuer's principal executive offices)
VINEYARD NATIONAL BANCORP
1997 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
Robert J. Schoeffler
Vineyard National Bank
9590 Foothill Boulevard
Rancho Cucamonga, CA 91730
(Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities to be Amount to be Maximum Offering Aggregate Offering Amount of
Registered Registered Price Per Share Price Registration Fee
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common stock no 200,000(1) $ 6.19(2) $1,238,000.00(1) $ 326.83(3)
par value
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Price is determined by the fair market value on the date of granting.
However, the offering price estimated solely for the purpose of
computing the registration fee is based on an average of the highest and
lowest stock prices in 1999.
(3) See Rule 457 (17 CRF Section 230.457).
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VINEYARD NATIONAL BANCORP
CROSS-REFERENCE SHEET
Registration Statement on Form S-8
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Location in Form S-8
Form S-8 Item Registration Statement
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1. Plan Information.................... Form S-8 Registration Statement, Part I, Item
I, Vineyard National Bancorp 1997 Incentive
Stock Option Plan, 1998 Vineyard National
Bancorp Annual Report(1), Vineyard National
Bancorp Incentive Stock Option Plan Annual
Report on Form 11-K or Form 10-K.
2. Registrant Information and Employee Plan Form S-8 Registration Statement, Part I, Item
Annual Information.................. 2, 1998 Vineyard National Bancorp Annual
Report(1), Vineyard
National Bancorp
Incentive Stock Option
Plan, Annual Report on
Form 11-K or Form 10-K.
3. Incorporation of Documents by Reference Form S-8 Registration Statement, Part II,
Item 3.
4. Description of Securities........... Form S-8 Registration Statement, Part II,
Item 4, 1998 Vineyard National Bancorp Annual
Report(1), form S-4 Registration Statement,
Form S-8, Registration Statement, Vineyard
National Bancorp Incentive Stock Option Plan
Annual Report and Form 11-K or Form 10-K,
Vineyard National Bancorp 1997 Incentive
Stock Option Plan, and all other reports
filed pursuant to the Exchange Act.
5. Interests of Named Experts and Counsel Form S-8, Registration Statement, Part II,
Item 5.
6. Indemnification of Directors and Officers Form S-8 Registration Statement, Part II,
Item 6, Vineyard National Bancorp Bylaws
7. Exemption from Registration Claimed. Form S-8 Registration Statement, Part II,
Item 7.
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(1) The Registrant has not completed preparation of the 1999 Annual
Report at this time.
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8. Exhibits............................ Form S-8 Registration Statement, Part II,
Item 8.
9. Undertakings........................ Form S-8 Registration Statement, Part II,
Item 9.
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PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The document(s) containing the information specified in this Part I will be sent
or given to the Plan participants as specified by Rule 428(b)(1)(Section
230.4289b)(a)).
The following documents are incorporated by reference in the registration
statement and taken together constitute the prospectus that meets the
requirements of Section 10(a) of the Securities Act: Vineyard National Bancorp
1997 Incentive Stock Option Plan, Individual Joinder Agreements, 1998 Annual
Report(1), 1997 Proxy and Notice of Shareholders' Meeting, Plan annual report
Form 10-K.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will provide a written statement to participants advising them of
the availability without charge, upon written or oral request, of the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and will state that these documents are incorporated by reference in the Section
10(a) prospectus. The statement will include the address, title or department
and telephone number to which the request is to be directed.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Vineyard National Bancorp ("Registrant") and the 1997 Vineyard National Bancorp
Stock Option Plan ("Plan") incorporate by reference the Registrant's latest
annual report, the Proxy and Notice of Shareholders' Meeting of 1997, and the
Plan's latest annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, and all other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the latest annual
report.
ITEM 4. DESCRIPTION OF SECURITIES.
The securities of the Bancorp which may be purchased by stock options granted to
plan participants pursuant to the Plan were described in the Form S-4
Registration Statement under the Securities Act of 1933 which was filed on
September 23, 1988, and Post Effective Amendment to Form S-4 which was filed on
July 26, 1990. In addition, the Registrant filed a Form S-8 Registration
Statement under the Securities Act of 1933 which was filed on December 19, 1996
that further described the Plan. The descriptions contained in those documents
are incorporated herein by reference. In addition, Plan interests are being
registered.
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(1)The Registrant has not completed preparation of the 1999 Annual Report to
Shareholders at this time.
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ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI Indemnification of Directors, Officers, Employees and other
agents contained in the Bylaws of Vineyard National Bancorp states:
"The Corporation shall, to the maximum extent permitted by the
California General Corporation law, have power to 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 that any such person is or was
an agent of the corporation, and shall have power to advance to each
such agent expenses incurred in defending any such proceeding to the
maximum extent permitted by that law. For purposes of this Article, an
'agent' of the corporation includes any person whom 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 corporation, partnership, joint venturer,
trust or other enterprise, or was a director, officer, employee, or
agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise serving at the request of such
predecessor corporation".
Section 317 of the California Corporations Code provides for
indemnification of an agent of the corporation in proceedings or actions. This
code section provides for indemnification of officers and directors of a
corporation under certain specified conditions including indemnification against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with the proceeding if the agent acted in good
faith and in a manner the person reasonably believed to be in the best interests
of the corporation and in the case of a criminal proceeding, had no reasonable
cause to believe the conduct of the person who was unlawful.
As far as indemnification by the Registrant for liabilities arising
under the Securities Act of 1933, as amended (the "Act") may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
forgoing provisions or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission (SEC) such indemnification is
against public policy as expressed in the Act and is therefore unenforceable. It
is the stated position of the SEC that:
"Insofar as indemnification for liabilities arising out of the
Securities Act of 1933 may be permitted to directors, officers, or
persons controlling the Registrant, pursuant to the foregoing
provisions, the Registrant has been informed 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 by the Registrant against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by director, officer, or
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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 of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of that issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit No. Description
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3.1 Articles of Incorporation of Vineyard National Bancorp
(see Form S-8 filed on Dec. 19, 1996)
3.2 Bylaws of Vineyard National Bancorp
(see Form S-8 filed on Dec. 19, 1996)
4 1997 Proxy and Notice of Shareholders' meeting
(see Proxy and Notice filed on Oct. 17, 1997)
4 Vineyard National Bancorp 1997 Incentive Stock Option Plan
(see Proxy and Notice filed on Oct. 17, 1997)
5 Opinion re legality
(see Form S-8 filed on Dec. 19, 1996)
13 Vineyard National Bancorp Annual Report for 1998. The
Registrant has not completed preparation of the 1999 Annual
Report at this time.
(see Form 10K filed on Mar. 30, 1999)
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UNDERTAKING. The Registrant undertakes that it will submit or has
submitted the plan and any amendment to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required by the IRS in
order to qualify the plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus to each participant a copy of the Registrant's
annual report to stockholders for its last fiscal year, unless such participant
otherwise has received a copy of such report, in which case the Registrant shall
state in the prospectus that it will promptly furnish without charge, a copy of
such report on written request of the participant. If the last fiscal year of
the Registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120 day period if the annual report for the last
fiscal year will be furnished to each such participant.
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The undersigned Registrant hereby undertakes to transmit or cause to be
transmitted to all participants in the Plan who do not otherwise receive such
material as stockholders of the Registrant, and the time and in the manner such
material is sent to its stockholders, copies of all reports, proxy statements
and other communications distributed to its stockholders generally.
Where interests in a Plan are registered herewith, the undersigned
Registrant and Plan hereby undertake to transmit or cause to be transmitted
promptly, without charge, to any participant in the Plan who makes a written
request, a copy of the then latest annual report of the Plan filed pursuant to
Section 15(d) of the Securities Exchange Act of 1934. If such report is filed
separately on Form 11-K such form shall be delivered upon written request. If
such report is filed as part of the Registrant's annual report on form 10-K,
that entire report (excluding exhibits) shall be delivered upon written request.
If such report is filed as part of the Registrant's annual report to
stockholders delivered pursuant to paragraph 1 or 2 of this undertaking,
additional delivery shall not be required.
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 Rancho Cucamonga, State of California on April 26,
2000.
VINEYARD NATIONAL BANCORP
(Registrant)
By: /s/ ROBERT J. SCHOEFFLER
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Robert J. Schoeffler, Acting Chief Executive Officer
By: /s/ SARA AHERN
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Sara Ahern, Cashier
SIGNATURES CONTINUE ON THE NEXT PAGE.
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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.
VINEYARD NATIONAL BANCORP
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Dated: 4/26/2000 /s/ ROBERT J. SCHOEFFLER
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Robert J. Schoeffler, Acting Chief Executive Officer
Dated: 4/26/2000 /s/ SARA AHERN
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Sara Ahern, Cashier
Dated: 4/26/2000 /s/ M. SOULE CLAUDE SENSENBACH
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M. Soule Claude Sensenbach, Secretary
Dated: 4/26/2000 /s/ FRANK S. ALVAREZ
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Frank S. Alvarez, Director
Dated: 4/26/2000 /s/ JOEL H. RAVITZ
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Joel H. Ravitz, Director
Dated:
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Steven R. Sensenbach, Director
Dated:
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Jodie Smith, Director
Dated: 4/26/2000 /s/ LESTER STROH
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Lester Stroh, M.D., Director
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THE REST OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.
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Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Rancho Cucamonga, State of
California on the 26th day of April, 2000.
VINEYARD NATIONAL BANK [Bancorp]
1987 Incentive Stock Option Plan (as extended)
By: /s/ FRANK S. ALVAREZ
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Chairman of the Stock Option Committee
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