<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1996
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
VALLICORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0229483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA 93720
(Address of Principal Executive Offices) (Zip Code)
VALLICORP HOLDINGS, INC. 1996 AUBURN CONTINUATION STOCK OPTION PLAN
(Full title of the plan)
E.L. HERBERT
EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
VALLICORP HOLDINGS, INC.
8405 NORTH FRESNO STREET
FRESNO, CALIFORNIA 93720
(209) 437-5705
(Name, address and telephone number, including area code, of agent for service)
-----------------------------------------
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE /(1)/ PRICE /(1)/ REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par 820 (2) $16.1875 $13,274 $100
value one cent ($.01)
per share...............
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</TABLE>
(1) This figure has been estimated solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(c) using
the average of the high and low prices for shares of the Company's Common
Stock as reported on The Nasdaq Stock Market on October 15, 1996.
(2) 43,086 shares previously have been registered relating to the same employee
benefit plan pursuant to Registration Statement No. 333-13055. These
additional shares are being registered pursuant to General Instruction E to
Form S-8.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
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This is page 1 of 13 pages.
The Exhibit Index is located at page 5
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This Registration Statement is filed pursuant to General Instruction E to
Form S-8, to register 820 additional shares of common stock of ValliCorp
Holdings, Inc., par value $0.01 per share, relating to the ValliCorp Holdings,
Inc. 1996 Auburn Continuation Stock Option Plan (the "Plan"). Shares to be
issued pursuant to the Plan previously have been registered pursuant to
Registration Statement No. 333-13055, filed with the Commission on September 30,
1996. The contents of the Registration Statement on Form S-8, No. 333-13055, are
incorporated by reference herein.
2
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SIGNATURES
THE REGISTRANT. 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 Fresno, State of California, on this 18th day of
October, 1996.
VALLICORP HOLDINGS, INC.
(Registrant)
By: /s/ J. MIKE McGOWAN
-----------------------------------
J. MIKE McGOWAN,
Chairman/Chief Executive Officer
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 dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. MIKE McGOWAN Chairman of the Board of October 18, 1996
- ------------------------------- Directors/Chief Executive
J. MIKE McGOWAN Officer (Principal Executive
Officer) and Director
/s/ WOLFGANG T.N. MUELLECK Executive Vice President/ October 18, 1996
- ------------------------------- Chief Financial Officer
WOLFGANG T.N. MUELLECK (Principal Financial and
Accounting Officer)
* Vice Chairman of the Board October 18, 1996
- -------------------------------- and Director
PATRICK J. MON PERE
* Director October 18, 1996
- --------------------------------
WILLIAM A. BENNEYAN
</TABLE>
3
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<TABLE>
<S> <C> <C>
_______________________________ Director October 18, 1996
LOUIS H. HERWALDT
_______________________________ Director October 18, 1996
D. DWIGHT ODOM, M.D.
* Director October 18, 1996
- -------------------------------
LORENZO TONY ORTEGA, Ph.D.
/s/ STEVEN C. PUMPHREY President/Chief Operating October 18, 1996
- ------------------------------- Officer and Director
STEVEN C. PUMPHREY
* Director October 18, 1996
- ---------------------------------
V. EUGENE ROSS
* Director October 18, 1996
- ---------------------------------
MICHAEL J. RYAN, JR.
- ---------------------------------- Director October 18, 1996
JERRY K. STANNERS
* Director October 18, 1996
- ----------------------------------
CHARLES L. TINGEY
</TABLE>
* J. MIKE McGOWAN hereby signs this Registration Statement on October 18,
1996, on behalf of each of the persons so indicated for whom he is attorney-in-
fact pursuant to a power of attorney filed herewith, which persons constituted a
majority of the members of the Registrant's Board of Directors.
/s/ J. MIKE McGOWAN
------------------------------
J. MIKE McGOWAN
4
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EXHIBIT INDEX
-------------
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<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
(4) ValliCorp Holdings, Inc. 1996 Auburn
Continuation Stock Option Plan -
previously filed with Registration
Statement No. 333-13055
(5) Opinion of E.L. Herbert, Esq. as to
validity of securities registered
(23.1) Consent of Deloitte & Touche LLP,
independent auditors for the Registrant
(23.2) Consent of Ernst & Young LLP, former
independent auditors for the Registrant
(23.3) Consent of Price Waterhouse LLP,
independent auditors of Mineral King
Bancorp, Inc., previously merged into
the Registrant
(23.4) Consent of Grant Thornton LLP,
independent auditors for El Capitan
Bancshares, Inc., previously merged
into the Registrant
(23.5) Consent of E.L. Herbert, Esq.
regarding original opinion (contained
in Exhibit 5)
(24) Power of Attorney, previously filed
with Registration Statement No. 333-
13055
</TABLE>
<PAGE>
EXHIBIT 5
October 18, 1996
VALLICORP HOLDINGS, INC.
8405 North Fresno Street
Fresno, CA 93720
RE: VALLICORP HOLDINGS, INC. 1996 AUBURN CONTINUATION
STOCK OPTION PLAN - ISSUANCE OF SHARES
Ladies and Gentlemen:
This letter is written in connection with the Registration Statement
on Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering an additional
820 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"),
of ValliCorp Holdings, Inc. (the "Company"), to be offered, sold and issued
pursuant to ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock Option Plan
(the "Plan").
For purposes of rendering the opinion expressed below, I have examined
and relied upon originals, or copies certified to my satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation,
the genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such
<PAGE>
opinion, from such earlier date through and including the date of this letter.
I have assumed, without investigation, that the certificates representing the
Shares (the "Certificates"), when executed and delivered, will not deviate in
substance or materially in form from the unexecuted specimen copy of the
certificate examined by me. In addition, I have assumed, without investigation,
the accuracy of the representations and statements as to factual matters made in
the Registration Statement and in the prospectus to be delivered pursuant to
Rule 428 under the Securities Act to each employee of the Company eligible to
participate in the Plan (the "Prospectus"), and the accuracy of representations
and statements as to factual matters made by the officers and employees of the
Company and public officials.
The opinion expressed below is subject, without investigation, to the
following assumptions:
A. The Registration Statement will become automatically effective on
the day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors of the Company
authorizing the adoption of the Plan, any amendment to the Plan, or the offer,
sale and issuance of the Shares pursuant to the Plan (the "Authorizing
Resolutions") will not be revoked or rescinded, and no amendment, modification,
or other alteration of the Authorizing Resolutions will cause such resolutions,
as amended, to deviate materially in substance from the provisions of the
Authorizing Resolutions as in effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a
manner (i) which complies with the terms, provisions and conditions described in
the Prospectus and any amendments or supplements to the Prospectus, and (ii)
which is within the scope of the Authorizing Resolutions.
<PAGE>
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions and conditions of the Plan, and the
Certificates will be duly executed on behalf of the Company by its Chief
Executive Officer and Secretary, and delivered in accordance with the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company
has been and will remain in good standing in Delaware and in each foreign
jurisdiction where qualification is required.
H. No subsequent amendment, modification or other alteration of the
Plan, the Prospectus or the Registration Statement will cause the terms,
provisions and conditions relating to the offer, sale and issuance of the Shares
pursuant thereto to deviate materially in substance from said terms, provisions
and conditions as described therein on the date hereof.
I. The Shares will be issued for consideration having a value of not
less than the par value of the Common Stock.
The opinion expressed below is subject to the following
qualifications:
(a) The opinion expressed below is limited to the matters
expressly set forth in this opinion letter, and no opinion is to be implied or
may be inferred beyond the matters expressly so stated.
(b) I disclaim any obligation to update this opinion letter for
events occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of the
General Corporation Law of the State of Delaware; accordingly, no opinion is
expressed with respect to the laws of any other jurisdiction, or the effect
thereof, on the offer, sale or issuance of the Shares.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued as described below, will be validly issued, fully paid and
nonassessable.
* * *
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without my prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.
Sincerely,
/s/ E.L. Herbert
E.L. Herbert
Executive Vice President
General Counsel
ELH/klk
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ValliCorp Holdings, Inc. on Form S-8 of our report dated June 17, 1996 (which
includes an emphasis paragraph relating to the restatement of the supplemental
consolidated financial statements for poolings of interest subsequent to the
date of the historical financial statements and includes an explanatory
paragraph referring to the 1994 change in method of accounting for securities)
appearing in Registration Statement No. 333-06411 of ValliCorp Holdings, Inc. on
Form S-4.
Deloitte & Touche LLP
October 15, 1996
Fresno, California
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference of our firm in the Registration Statement (Form S-8
No. 333-13055) pertaining to the ValliCorp Holdings, Inc. 1996 Auburn
Continuation Stock Option Plan and to the incorporation by reference therein of
our report dated January 18, 1994 with respect to the consolidated financial
statements of ValliCorp Holdings, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1995 filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Los Angeles, California
October 15, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Form S-8 Registration
Statement of ValliCorp Holdings, Inc. pertaining to its ValliCorp Holdings, Inc.
1996 Auburn Continuation Stock Option Plan of our report dated February 10,
1994, with respect to the consolidated financial statements of Mineral King
Bancorp and its subsidiary which appears in the Annual Report on Form 10-K of
ValliCorp Holdings, Inc. for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
LOS ANGELES, CALIFORNIA
OCTOBER 16, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock
Option Plan our report dated January 19, 1996 with respect to the consolidated
financial statements of El Capitan Bancshares, Inc. and subsidiary for the year
ended December 31, 1995 appearing in the ValliCorp Holdings, Inc.'s Amendment
No. 1 on Form 8-K/A dated February 2, 1996.
Grant Thornton LLP
Stockton, California
October 15, 1996
