VINEYARD NATIONAL BANCORP
S-8, 2000-05-15
NATIONAL COMMERCIAL BANKS
Previous: JONES SPACELINK INCOME GROWTH FUND 1-A LTD, 10-Q, 2000-05-15
Next: VINEYARD NATIONAL BANCORP, 10-Q, 2000-05-15



<PAGE>   1

            As filed with the Securities and Exchange Commission on May 15, 2000
                                                            Registration No. 333
================================================================================
                       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


<TABLE>
<CAPTION>
<S>                  <C>                <C>                <C>                  <C>
                                                           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
- -------------------  -----------------  -----------------  ------------------   ------------------
common stock no          200,000(1)       $ 6.19(2)        $1,238,000.00(1)       $  326.83(3)
par value
===================  =================  =================  ==================   ==================
</TABLE>

(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).


================================================================================



<PAGE>   2

                            VINEYARD NATIONAL BANCORP

                              CROSS-REFERENCE SHEET
                       Registration Statement on Form S-8

<TABLE>
<CAPTION>
                                                       Location in Form S-8
Form S-8 Item                                          Registration Statement
- -------------                                          ----------------------

<S>     <C>                                            <C>
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.
</TABLE>

- ----------------

        (1) The Registrant has not completed preparation of the 1999 Annual
Report at this time.



<PAGE>   3

<TABLE>
<S>     <C>                                            <C>
8.      Exhibits............................           Form S-8 Registration Statement, Part II,
                                                       Item 8.

9.      Undertakings........................           Form S-8 Registration Statement, Part II,
                                                       Item 9.
</TABLE>



<PAGE>   4

                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.


- --------
    (1)The Registrant has not completed preparation of the 1999 Annual Report to
Shareholders at this time.



                                      -1-
<PAGE>   5

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



                                      -2-
<PAGE>   6

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.

<TABLE>
<CAPTION>
Exhibit No.                             Description
- -----------                             -----------
<S>                                     <C>
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)
</TABLE>

        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.



                                      -3-
<PAGE>   7

        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
                         -------------------------------------------------------
                            Robert J. Schoeffler, Acting Chief Executive Officer


                      By: /s/ SARA AHERN
                         -------------------------------------------------------
                            Sara Ahern, Cashier


SIGNATURES CONTINUE ON THE NEXT PAGE.



                                      -4-
<PAGE>   8

        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


<TABLE>
<CAPTION>
<S>     <C>                 <C>
Dated:  4/26/2000           /s/ ROBERT J. SCHOEFFLER
                            ----------------------------------------------------
                            Robert J. Schoeffler, Acting Chief Executive Officer

Dated:  4/26/2000           /s/ SARA AHERN
                            ----------------------------------------------------
                            Sara Ahern, Cashier

Dated:  4/26/2000           /s/ M. SOULE CLAUDE SENSENBACH
                            ----------------------------------------------------
                            M. Soule Claude Sensenbach, Secretary

Dated:  4/26/2000           /s/ FRANK S. ALVAREZ
                            ----------------------------------------------------
                            Frank S. Alvarez, Director

Dated:  4/26/2000           /s/ JOEL H. RAVITZ
                            ----------------------------------------------------
                             Joel H. Ravitz, Director

Dated:
                            ----------------------------------------------------
                            Steven R. Sensenbach, Director

Dated:
                            ----------------------------------------------------
                            Jodie Smith, Director

Dated:  4/26/2000           /s/ LESTER STROH
                            ----------------------------------------------------
                            Lester Stroh, M.D., Director
</TABLE>


THE REST OF THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.



                                      -5-
<PAGE>   9

        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
                                ------------------------------------------------
                                 Chairman of the Stock Option Committee



                                      -6-



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission