<PAGE> 1
As filed with the Securities and Exchange Commission on August 22, 1997
Registration No. 33-86086
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------
VECTRA BANKING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
COLORADO 6022 84-1087703
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer
incorporation or organization) classification code number) Identification No.)
</TABLE>
1650 SOUTH COLORADO BOULEVARD, SUITE 320
DENVER, COLORADO 80222
(303) 782-7440
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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EMPLOYEES' EQUITY INCENTIVE STOCK OPTION PLAN
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
AND 1989 NON-STATUTORY STOCK OPTION PLAN
(Full titles of the plans)
----------- COPIES OF COMMUNICATIONS TO:
GARY S. JUDD, PRESIDENT
VECTRA BANKING CORPORATION REID A. GODBOLT, ESQ.
1650 SOUTH COLORADO BOULEVARD JONES & KELLER, P.C.
SUITE 320 1625 BROADWAY, SUITE 1600
DENVER, COLORADO 80222 DENVER, COLORADO 80202
(303) 782-7440 (303) 573-1600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of each class of Amount to Proposed maximum Proposed maximum Amount of
securities to be registered be registered(1) offering price aggregate registration fee
per share offering price
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 399,470 $11.63 $4,645,836 $1,602
per share, under the
Employee's Equity Incentive
Plan
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 75,000 $11.63 $ 872,250 $301
per share, under the Non-
Employee Directors Stock
Option Plan
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 50,530 $ 6.60 $ 333,498 $115
per share, under the 1989
Non-Statutory Stock Option
Plan
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL 525,000 $5,908,521 $2,018 (2)
===================================================================================================================================
</TABLE>
(1) The Company performed a 3-for-2 stock split in May, 1997. Pursuant to
Rule 416, such additional shares are automatically registered under this
Registration Statement. As adjusted for the stock split, the total number of
shares registered is 787,500.
(2) Previously paid.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the Employees' Equity Incentive
Plan, Non-Employee Directors' Stock Option Plan and 1989 Non-Statutory Stock
Option Plan information required by Item I of Form S-8 will be sent or given to
employees as specified by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"). In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
ii
<PAGE> 3
PROSPECTUS DATED AUGUST 20, 1997
VECTRA BANKING CORPORATION
---------------------
COMMON STOCK, $.01 PAR VALUE
UP TO 161,250 SHARES
---------------------
This Prospectus relates to the offering of 161,250 shares of Common
Stock, $.01 par value (the "Common Stock" or "Shares") of Vectra Banking
Corporation (the "Company") by six selling stockholders (the "Selling
Stockholders"). See "Selling Stockholders." The Common Stock to which this
Prospectus relates was issued pursuant to the Company's 1989 Non-Statutory
Stock Option Plan and the Employee's Equity Incentive Plan. The Selling
Stockholders may offer to sell any of the Common Stock covered by this
Prospectus from time to time at prices and upon terms then obtainable in (i)
ordinary brokers' transactions, (ii) block transactions in accordance with the
rules of the National Association of Securities Dealers, Inc., (iii) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus, or (iv) a combination of any such methods
of sale in each case at market prices. See "Plan of Distribution." The
Selling Stockholders and certain broker-dealers who participate in sales of
Common Stock covered by this Prospectus may be deemed to be statutory
underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act"). Commissions paid or discounts or concessions allowed to any
such broker-dealers by any person, any profits received from reselling the
Common Stock covered by this Prospectus if any such broker-dealers purchase any
such Common Stock as a principal, may be deemed to be underwriting discounts
and commissions under the Securities Act. The Selling Stockholders or
purchasers of Common Stock will pay all discounts, commissions, and fees
incurred in selling Common Stock covered by this Prospectus, except that the
Company will bear all expenses incident to the registration and qualification
of the Shares under the Securities Act, and state securities laws, on behalf of
the Selling Stockholders. The Company will receive no proceeds from sales by
the Selling Stockholders. See "Use of Proceeds."
The Common Stock is traded on the Nasdaq National Market System under
the symbol VTRA. On August 19, 1997, the closing bid price of the Common Stock
on Nasdaq was $18.75 per share.
---------------------
THE SECURITIES OFFERED HEREBY ENTAIL CERTAIN RISKS WHICH SHOULD BE CONSIDERED
BY INVESTORS. SEE "RISK FACTORS."
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
1
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
2
<PAGE> 5
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission" or
"SEC"). Such reports and other information concerning the Company may be
inspected and copies may be obtained at the Commission's Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as the
following regional offices: the New York Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and the Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Company has
filed with the Commission a Registration Statement under the Securities Act of
1933, as amended (the "Act"), with respect to the securities offered pursuant
to this Prospectus. For further information, reference is made to the
Registration Statement and the exhibits thereto, which are available for
inspection at no fee at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. Copies of the foregoing
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission. Also, the Commission maintains a worldwide website
that contains such materials of the Company at "http://www.sec.gov." In
addition, such reports, proxy statements and other information can also be
inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company furnishes to its stockholders annual reports containing
financial statements audited by its independent certified public accountants.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act are incorporated in this Prospectus by
reference:
1. Annual Report on Form 10-K for the Year Ended December 31,
1996;
2. Quarterly Reports on Form 10-Q for the Quarters Ended March
31, 1997, and June 30, 1997; and
3. The description of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock") set forth in the
Registration Statement on Form 8-A, filed with the Commission
on March 10, 1994, including any amendment or report filed for
the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents (such documents, and the documents enumerated
above, being hereafter referred to as "Incorporated Documents").
3
<PAGE> 6
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, including any beneficial
owner, on the written or oral request of any such person, a copy of any or all
of the Incorporated Documents, other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference therein. Requests
shall be directed to Vectra Banking Corporation, 1650 South Colorado Boulevard,
Suite 320, Denver, Colorado 80222, Attention: Ray L. Nash, Chief Financial
Officer (telephone number (303) 782-7440). The information relating to the
Company contained in this Prospectus does not purport to be comprehensive and
should be read together with the information contained in the Incorporated
Documents.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER WILL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE COMPANY'S AFFAIRS SINCE THE DATE OF THIS PROSPECTUS OR THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT
TO ITS DATE.
THE COMPANY
Vectra Banking Corporation (the "Company") is the second largest
independent Colorado-based bank holding company, with a total of 16 banking
locations serving the Denver/Boulder metropolitan area. Through its bank
subsidiary, Vectra Bank (the "Bank"), the Company provides a broad range of
banking products and services primarily to consumers and small to medium sized
businesses. The Company was founded in 1988 by two senior banking executives
who, together with a small group of investors, provided $9.8 million in initial
capital to the Company. The Company's initial objective was to acquire several
strategically located community banks and transform them into a banking system
that would provide a broad package of products and services to its customers
and growth potential to its shareholders. In 1989, the Company acquired its
initial eight locations having total assets of $156 million. Since that time,
the Company has grown significantly through a combination of internal growth
and acquisitions. At December 31, 1996, the Company had total assets of
approximately $562 million.
In November 1995, the Company completed a merger of First Denver
Corporation ("FDC"), a bank holding company whose primary operating subsidiary
was First National Bank of Denver, into
4
<PAGE> 7
the Company. This acquisition added approximately $44 million in deposits and
$17 million in loans. In June 1996, the Company acquired Bank Land Company, a
bank holding company whose primary operating subsidiary was Southwest State
Bank ("Southwest"). This acquisition added approximately $96 million in
deposits and $74 million in loans. In August 1997, the Company acquired
Professional Bank, a Colorado bank with two Denver metropolitan banking
locations ("Professional"). This acquisition added approximately $70 million in
deposits and $55 million in loans. The addition of the FDC, Southwest and
Professional banking locations has allowed the Company to serve a broader base
of households and businesses within its market and to achieve growth in assets
and revenue without a proportionate growth in expenses.
The Company intends to continue to pursue its growth strategy through
a combination of internal growth and acquisitions, with the goal of maintaining
and expanding a well-capitalized, customer-focused financial institution.
Management believes that the Company has the executive management team,
distribution network and operational systems support to achieve this goal.
Management also believes that increased consolidation and regulatory burdens
are likely to lead owners of community banks to explore the possibility of a
combination with a broader-based bank holding company such as the Company.
The Company's operating strategy is to continue to build a growing,
profitable community banking network. The principal elements of this strategy
are (i) focus on the financial service needs of consumers and small to medium
sized businesses by combining the elements of service traditionally found in
community banks with product lines typically found in large banks, (ii)
emphasize high quality customer service in all aspects of operations, (iii)
maintain high asset quality and (iv) achieve efficiencies through centralized
administrative and support functions.
The Company's principal executive office is located at 1650 South
Colorado Boulevard, Suite 320, Denver, Colorado 80222, and its telephone number
is (303) 782-7440.
RISK FACTORS
Prospective investors should consider, among other things, the
following factors in connection with a decision to purchase the Common Stock.
GROWTH AND ACQUISITION STRATEGIES
The Company has pursued and intends to continue to pursue an internal
growth strategy, the success of which will depend primarily on generating an
increasing level of loans and deposits at acceptable risk levels and terms
without proportionate increases in noninterest expenses. There can be no
assurance that the Company will be successful in implementing its internal
growth strategy. In addition, the Company has grown and may seek to grow by
acquiring other financial institutions. Any acquisitions will be subject to
regulatory approval, and there can be no assurance that the Company will obtain
such approvals. Although the Company does not have any signed contracts,
letters of intent or agreements in principle, the Company routinely solicits
and reviews acquisition
5
<PAGE> 8
opportunities and, at any given time, may have bids outstanding or may be
involved in discussions with the owners of financial institutions or other
parties relative to a particular financial institution. The Company may not be
successful in identifying further acquisition candidates, integrating acquired
institutions or preventing deposit erosion at acquired institutions.
Competition for acquisitions in the Company's market area is highly
competitive, and the Company may not be able to acquire other institutions on
attractive terms. Furthermore, the success of the growth strategy of the
Company will depend on maintaining sufficient regulatory capital levels and on
continued favorable economic conditions in the Denver/Boulder area.
MARKET VALUE OF INVESTMENTS; INTEREST RATE CEILINGS
Substantially all of the Company's securities investment portfolio has
been designated as available for sale pursuant to Statement of Financial
Accounting Standards No. 115 ("SFAS 115") relating to accounting for
investments. SFAS 115 requires that unrealized gains and losses in the
estimated value of the available for sale portfolio (net of tax) be "marked to
market" and reflected as a separate item in shareholders' equity. At December
31, 1996, the Company maintained approximately 32.2% of its assets in
securities available for sale. Shareholders' equity will continue to reflect
the unrealized gains and losses (net of tax) of these investments. There can
be no assurance that the market value of the Company's investment portfolio
will not decline, causing a corresponding decline in shareholders' equity.
Management believes that several factors will affect the market values
of the Company's investment portfolio. These include, but are not limited to,
changes in interest rates or expectations of changes, the degree of volatility
in the securities markets, inflation rates or expectations of inflation and the
slope of the interest rate yield curve. (The yield curve refers to the
differences between longer-term and shorter-term interest rates. A positively
sloped yield curve means shorter-term rates are lower than longer-term rates.)
Also, the passage of time will affect the market values of the securities, in
that the closer they are to maturing, the closer the market price should be to
par value. In addition to the foregoing, there are other factors that impact
specific categories of the portfolio differently.
In addition, substantially all of the variable rate securities in the
investment portfolio of the Company are subject to interest rate ceilings. The
market values of these securities would likely decline, causing a corresponding
decline in shareholders' equity, if the coupon rates increased to the ceiling
levels or higher. This could also negatively impact net interest income
depending on corresponding changes in the cost of deposits and other
liabilities.
ALLOWANCE FOR LOAN LOSSES
Inability of borrowers to repay loans can erode earnings and capital
of banks. Like all banks, the Company maintains an allowance for loan losses
to provide for loan defaults and nonperformance. The allowance is based on
prior experience with loan losses, as well as an evaluation of the risks in the
current portfolio, and is maintained at a level considered adequate by
management to absorb anticipated losses. The amount of future losses is
susceptible to changes
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<PAGE> 9
in economic, operating and other conditions, including changes in interest
rates, that may be beyond management's control, and such losses may exceed
current estimates. At December 31, 1996, the Company had nonperforming loans of
$2.5 million and an allowance for loan losses of $4.2 million or 1.32% of total
loans and 167% of nonperforming loans. There can be no assurance that the
Company's allowance for loan losses will be adequate to cover actual losses.
Future provisions for loan losses could materially and adversely affect results
of operations of the Company.
ECONOMIC CONDITIONS AND IMPACT OF INTEREST RATES
Results of operations for financial institutions, including the
Company, may be materially and adversely affected by changes in prevailing
economic conditions, including declines in real estate values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
The profitability of the Company is in part a function of the spread between
the interest rates earned on assets and the interest rates paid on deposits and
other interest-bearing liabilities, including advances from the Federal Home
Loan Bank ("FHLB"). A decrease in interest rate spreads would have a negative
effect on the net interest income and profitability of the Company, and there
can be no assurance that this spread will not decrease. Although economic
conditions in the market area of the Company have been generally stronger than
those in many other regions of the country, there can be no assurance that such
conditions will continue to prevail. Moreover, substantially all of the loans
of the Company are to individuals and businesses in the Denver/Boulder area,
and any decline in the economy of this market area could have an adverse impact
on the Company. There can be no assurance that positive trends or developments
discussed herein will continue or that negative trends or developments will not
have a material adverse effect on the Company.
COMPETITIVE BANKING ENVIRONMENT
The banking business in Colorado is highly competitive. The Company
competes for loans and deposits with other local, regional and national
commercial banks, savings banks, savings and loan associations, finance
companies, money market funds, brokerage houses, credit unions and nonfinancial
institutions, many of which have substantially greater financial resources than
the Company. Interstate banking is permitted in Colorado. As of July 1, 1997,
full state-wide branch banking became permitted. As a result, management
believes that the Company may experience greater competition in its market
area.
DEPENDENCE ON KEY PERSONNEL
The Company is highly dependent on the continued services of Gary S.
Judd, its President and Chief Executive Officer, Ray L. Nash, its Chief
Financial Officer, and other key management personnel. The Company does not
have employment agreements with such persons, nor does it have key person
insurance on any of their lives. The loss of the services of these persons
could adversely affect the Company.
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<PAGE> 10
GOVERNMENT REGULATION AND RECENT LEGISLATION
The Company and the Bank are subject to extensive federal and state
legislation, regulation and supervision which is intended primarily to protect
depositors and the Bank Insurance Fund, rather than investors. Recently
enacted, proposed and future legislation and regulations designed to strengthen
the banking industry have had and may continue to have a significant impact on
the banking industry. Although some of the legislative and regulatory changes
may benefit the Company and the Bank, others may increase their costs of doing
business or otherwise adversely affect them and create competitive advantages
for non-bank competitors.
USE OF PROCEEDS
Since this Prospectus relates to the offering of Shares by the Selling
Stockholders, the Company will not receive any of the proceeds from the sale of
the securities offered hereby.
8
<PAGE> 11
SELLING STOCKHOLDERS
The following table sets forth certain information concerning the
Selling Stockholders. Each individual named below is an officer of the
Company.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Number of Ownership After
Before Offering Securities Offering (1)
Name and Address (Number) (%) Offered (Number) (%)
- --------------------------- --------------- ----- ---------- --------------- ----
<S> <C> <C> <C> <C> <C>
Robert C. Barton 63,190 (2) 1.3 40,500 29,940 (7)
1650 S. Colorado Blvd.
Suite 320
Denver, CO 80222
J. Patrick McDuff 20,438 (3) (7) 22,750 3,255 (7)
1375 Walnut Street
Boulder, CO 80222
Michael Y. Meganck 31,873 (4) (7) 25,750 12,690 (7)
1650 S. Colorado Blvd.
Suite 320
Denver, CO 80222
Ray L. Nash 60,962 (5) 1.3 47,000 24,045 (7)
1650 S. Colorado Blvd.
Suite 320
Denver, CO 80222
Joseph J. Wolf 24,167 (6) (7) 25,250 5,700 (7)
1650 S. Colorado Blvd.
Suite 320
Denver, CO 80222
</TABLE>
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(1) Assumes sale of all securities offered.
(2) Includes 33,250 shares which are presently exercisable pursuant to
options granted under Vectra's Employees' Equity Incentive Plan and
Non-Statutory Stock Option Plan.
(3) Includes 17,183 shares which are presently exercisable pursuant to
options granted under Vectra's Employees' Equity Incentive Plan and
Non-Statutory Stock Option Plan.
(4) Includes 19,183 shares which are presently exercisable pursuant to
options granted under Vectra's Employees' Equity Incentive Plan and
Non-Statutory Stock Option Plan.
(5) Includes 36,917 shares which are presently exercisable pursuant to
options granted under Vectra's Employees' Equity Incentive Plan and
Non-Statutory Stock Option Plan.
(6) Includes 18,467 shares which are presently exercisable pursuant to
options granted under Vectra's Employees' Equity Incentive Plan and
Non-Statutory Stock Option Plan.
(7) Less than 1%.
9
<PAGE> 12
PLAN OF DISTRIBUTION
The Shares offered hereby on behalf of the Selling Stockholders may
be sold from time to time by means of (i) ordinary brokers' transactions, (ii)
block transactions in accordance with the rules of the National Association of
Securities Dealers, Inc., (iii) purchases by a broker or dealer as principal
and resales by such broker or dealer for its account pursuant to this
Prospectus, or (iv) a combination of any such methods of sale in each case at
market prices. In connection therewith, distributors' or sellers' commissions
may be paid or allowed which will not exceed those customary in the types of
transactions involved. Commissions may also be received from purchasers for
whom brokers or dealers act as agents. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales.
LEGAL MATTERS
The legality of the Common Stock offered hereby is being passed upon
by Jones & Keller, P.C., Denver, Colorado.
EXPERTS
The consolidated financial statements incorporated by reference in
this Registration Statement have been audited by KPMG Peat Marwick, LLP,
independent certified public accountants, to the extent and for the periods set
forth in their reports incorporated herein by reference, and are incorporated
herein in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.
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<PAGE> 13
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Vectra Banking Corporation (the "Company") hereby incorporates by
reference into this registration statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
1. Annual Report on Form 10-K for the Year Ended December 31,
1996;
2. Quarterly Reports on Form 10-Q for the Quarters Ended March
31, 1997, and June 30, 1997; and
3. The description of the Common Stock, par value $.01 per share,
of the Company (the "Common Stock") set forth in the
Registration Statement on Form 8-A, filed with the Commission
on March 10, 1994, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
The Corporation will provide without charge to each person to whom a
copy of this Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all of the documents referred to above which have
been or may be incorporated in this Prospectus by reference, other than
exhibits to such documents, and any or all other documents required to be
delivered to employees of the Corporation pursuant to Rule 428(b) under the
Securities Act. Written requests or requests by telephone for such copies, or
additional information about the Plan and its administrators, should be
directed to Ray L. Nash, Vectra Banking Corporation, 1650 South Colorado
Boulevard, Suite 320, Denver, Colorado 80222, (303) 782-7440.
Item 4. Description of Securities.
Not applicable.
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<PAGE> 14
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 109 of Title 7 of the Colorado Revised Statutes enables a
Colorado corporation to indemnify its officers, directors, employees and agents
against liabilities, damages, costs and expenses for which they are liable in
their Official Capacities (as defined by this statute) if they acted in good
faith and had no reasonable basis to believe their conduct was not in the best
interest of the Registrant or was illegal.
Article XVI of Registrant's Articles of Incorporation limits the
liability of directors to the full extent provided by Colorado law.
Article VIII of the Registrant's Bylaws provide indemnification to
officers, directors, employees and agents to the fullest extent provided by
Colorado law.
The Registrant also has a financial institution corporate
indemnification and directors and affiliates policy with the St. Paul Mercury
Insurance Company under which officers and directors are covered for losses
arising from claims against such persons who held their official positions at
the time of "wrongful acts" defined as any actual or alleged (1) error or
misstatement or (2) misleading statement or (3) act or omission or (4) breach
of duty or (5) breach of fiduciary duty or (6) any other act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following documents are filed as a part of this registration
statement. Where such filing is made by incorporation by reference to a
previously filed report, such report is identified. See the Index to Exhibits
included with the exhibits filed as a part of this report.
Exhibit Description
- ------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Registration Statement No. 33-74724 on Form SB-2, effective
March 23, 1994 ("SB-2 Registration Statement"), and
incorporated herein by reference.
4.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.2 to
the Registrant's SB-2 Registration Statement and incorporated
herein by reference.
II-2
<PAGE> 15
4.3 Vectra Banking Corporation Employees' Equity Incentive Plan,
filed as Exhibit 10.1 to the Registrant's SB-2 Registration
Statement, and incorporated herein by reference.
4.4 Vectra Banking Corporation Non-Employee Directors' Stock
Option Plan, filed as Exhibit 10.2 to the Registrant's SB-2
Registration Statement, and incorporated herein by reference.
4.5 Vectra Banking Corporation 1989 Non-Statutory Stock Option
Plan, filed as Exhibit 10.3 to the Registrant's SB-2
Registration Statement, and incorporated herein by reference.
5.1 Opinion of Jones & Keller, P.C. (previously filed)
23.1 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of the independent public accountants (filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996).
25.1 Power of Attorney (see signature page of this Registration
Statement).
Item 9. Undertakings.
A. The undersigned 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 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;
(2) that, for the purpose of determining any liability under
the Securities Act of 1933, as amended (the "Securities Act"), 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; and
(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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
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<PAGE> 16
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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<PAGE> 17
SIGNATURES
In accordance with 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 authorized this Post-
Effective Amendment No. 1 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
and County of Denver, Colorado, on August 20, 1997.
VECTRA BANKING CORPORATION
By:/s/ Gary S. Judd
------------------------------------------
Gary S. Judd, President
POWER OF ATTORNEY
Each individual whose signature appears below hereby designates and
appoints Gary S. Judd and Ray L. Nash, and each of them, as such person's true
and lawful attorneys-in-fact and agents (the "Attorneys-in-Fact") with full
power of substitution and resubstitution, for each person and in such person's
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, which amendments may make such changes in this registration
statement as either Attorney-in-Fact deems appropriate and to file each such
amendment with all exhibits thereto, and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto such
Attorneys-in-Fact and each of them, full power and authority to do and perform
each and every act and think requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as such person might or
could do in person, hereby ratifying and confirming all that such
Attorneys-in-Fact or either of them, or their substitute or 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 indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Gary S. Judd Director, President August 20, 1997
- ------------------------------- and Chief Executive Officer
Gary S. Judd (Principal Executive Officer)
/s/ Richard B. Tucker Director August 20, 1997
- -----------------------------
Richard B. Tucker
</TABLE>
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<PAGE> 18
<TABLE>
<S> <C> <C>
/s/ Robert Greene Director August 20, 1997
- ------------------------------
Robert Greene
/s/ James L. Rumsey Director August 20, 1997
- ---------------------------
James L. Rumsey
/s/ W. James Tozer Director August 20, 1997
- -----------------------------
W. James Tozer, Jr.
/s/ Robert A. Silverberg Director and Executive August 20, 1997
- ----------------------------- Vice President
Robert A. Silverberg
/s/ Mary Gittings Cronin Director August 20, 1997
- -----------------------------
Mary Gittings Cronin
/s/ Gary A. Mosko Director and Executive August 20, 1997
- ------------------------------- Vice President
Gary A. Mosko
/s/ Ray L. Nash Principal Financial and August 20, 1997
- -------------------------------- Accounting Officer
Ray L. Nash
</TABLE>
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<PAGE> 19
INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Amended and Restated Articles of Incorporation of the
Registrant, filed as Exhibit 3.1 to the Registrant's
Registration Statement No. 33-74724 on Form SB-2, effective
March 23, 1994 ("SB-2 Registration Statement"), and
incorporated herein by reference.
4.2 Bylaws of the Registrant, as amended, filed as Exhibit 3.2 the
Registrant's SB-2 Registration Statement and incorporated
herein by reference.
4.3 Vectra Banking Corporation Employees' Equity Incentive Plan,
filed as Exhibit 10.1 to the Registrant's SB-2 Registration
Statement, and incorporated herein by reference.
4.4 Vectra Banking Corporation Non-Employee Directors' Stock
Option Plan, filed as Exhibit 10.2 to the Registrant's SB-2
Registration Statement, and incorporated herein by reference.
4.5 Vectra Banking Corporation 1989 Non-Statutory Stock Option
Plan, filed as Exhibit 10.3 to the Registrant's SB-2
Registration Statement, and incorporated herein by reference.
5.1 Opinion of Jones & Keller, P.C. (previously filed)
23.1 Consent of Jones & Keller, P.C. (included in their opinion
filed as Exhibit 5.1).
23.2 Consent of the independent public accountants (filed with the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996).
25.1 Power of Attorney (see signature page of this Registration
Statement).
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