Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________
FCB Financial Corp.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1760287
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
420 South Koeller Street
Oshkosh, Wisconsin 54902
(Address of principal executive offices) (Zip Code)
OSB Financial Corp. 1992 Stock Option and Incentive Plan
(Full title of the plan)
Donald D. Parker Copy to:
Chairman of the Board Jay O. Rothman
FCB Financial Corp. Foley & Lardner
420 South Koeller Street 777 East Wisconsin Avenue
Oshkosh, Wisconsin 54902 Milwaukee, Wisconsin 53202
(414) 727-3400 (414) 271-2400
(Name, address and telephone number, including
area code, of agent for service)
__________________________
CALCULATION OF REGISTRATION FEE
Proposed
Maximum Proposed
Offering Maximum
Title of Amount Price Aggregate Amount of
Securities to to be Per Offering Registration
be Registered Registered(1) Share(1) Price(1) Fee
Common Stock, 83,112 $13.96 $1,160,244 $352
$.01 par shares
value
(1) Computed in accordance with Rule 457 under the Securities Act of
1933, as amended, based on 83,112 shares subject to options
granted under the OSB Financial Corp. 1992 Stock Option and
Incentive Plan, which options were assumed by FCB Financial Corp.
pursuant to the terms of an Agreement and Plan of Merger, dated
November 13, 1996, by and between FCB Financial Corp. and OSB
Financial Corp. Such options are exercisable at a weighted-
average price of $13.96 per share.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission (the "Commission") as part of this Form S-8 Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission (File No.
0-22066) by FCB Financial Corp. (the "Company") are hereby incorporated
herein by reference:
1. The Company's Annual Report on Form 10-K for the year ended
March 31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the
quarters ended June 30, September 30 and December 31, 1996.
3. The Company's Current Report on Form 8-K, dated November 13,
1996.
4. The Company's Current Report on Form 8-K, dated May 1, 1997.
5. The description of the Company's Common Stock, $.01 par
value, contained in Item 1 of the Company's Registration Statement on Form
8-A, dated July 12, 1993, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended, after the date of filing of this Registration Statement
and prior to such time as the Company files a post-effective amendment to
this Registration Statement which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the Wisconsin Business Corporation Law and the
Company's By-laws, directors and officers of the Company are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such officers or directors are successful in
the defense of a proceeding and (ii) in proceedings in which the director
or officer is not successful in defense thereof, unless it is determined
that the director or officer breached or failed to perform his or her
duties to the Company and such breach or failure constituted: (a) a
willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the
director or officer had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal profit; or (d) willful misconduct. It should be noted
that the Wisconsin Business Corporation Law specifically states that it is
the public policy of Wisconsin to require or permit indemnification in
connection with a proceeding involving securities regulation, as described
therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of
the Company are not subject to personal liability to the Company, its
shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their
status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.
Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business
Corporation Law and the Company's By-laws is not exclusive of any other
rights to which a director or officer may be entitled.
The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to,
among other things, liability arising under the Securities Act of 1933, as
amended.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) OSB Financial Corp. 1992 Stock
Option and Incentive Plan
(incorporated by reference under
File No. 0-20335 to Exhibit A of
OSB Financial Corp.'s Definitive
Proxy Statement for the First
Annual Meeting of Stockholders held
on April 22, 1993; filed on March
25, 1993)
(4.2) Amendment to OSB Financial Corp.
1992 Stock Option and Incentive
Plan
(4.3) Provisions of Articles of
Incorporation of FCB Financial
Corp. defining the rights of
holders of capital stock
(incorporated by reference to
Exhibit 3.1 to FCB Financial
Corp.'s Form S-1 Registration
Statement (Registration No. 33-
63204))
(4.4) Provisions of the By-Laws of FCB
Financial Corp. defining the rights
of holders of capital stock
(incorporated by reference to
Exhibit 3.2 to FCB Financial
Corp.'s Form S-1 Registration
Statement (Registration No.
33-63204))
(5) Opinion of Foley & Lardner
(23.1) Consent of Wipfli Ullrich Bertelson
LLP
(23.2) Consent of Foley & Lardner
(contained in Exhibit 5 hereto)
(24) Power of Attorney relating to
subsequent amendments (included on
the signature page to 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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(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 of 1933,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 Oshkosh, State of Wisconsin, on
May 14, 1997.
FCB FINANCIAL CORP.
By: /s/ Donald D. Parker
Donald D. Parker
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated. Each person whose signature
appears below constitutes and appoints Donald D. Parker, James J.
Rothenbach and Phillip J. Schoofs, and each of them individually, his true
and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
/s/ Donald D. Parker Chairman of the Board May 14, 1997
Donald D. Parker and Director
/s/ James J. Rothenbach President, Chief May 14, 1997
James J. Rothenbach Executive Officer and
Director (Principal
Executive Officer)
/s/ Phillip J. Schoofs Vice President, May 14, 1997
Phillip J. Schoofs Treasurer and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
/s/ David L. Baston Director May 14, 1997
David L. Baston
/s/ Richard A. Bergstrom Director May 14, 1997
Richard A. Bergstrom
/s/ Thomas C. Director May 14, 1997
Butterbrodt
Thomas C. Butterbrodt
/s/ Edwin L. Downing Director May 14, 1997
Edwin L. Downing
/s/ Walter H. Drew Director May 14, 1997
Walter H. Drew
/s/ David L. Erdmann Director May 14, 1997
David L. Erdmann
/s/ David L. Geurden Director May 14, 1997
David L. Geurden
/s/ Donald S. Koskinen
Donald S. Koskinen Director May 14, 1997
/s/ David L. Omachinski Director May 14, 1997
David L. Omachinski
/s/ William A. Raaths Director May 14, 1997
William A. Raaths
/s/ William J. Schmidt Director May 14, 1997
William J. Schmidt
/s/ Ronald L. Tenpas Director May 14, 1997
Ronald L. Tenpas
<PAGE>
EXHIBIT INDEX
OSB FINANCIAL CORP. 1992 STOCK OPTION AND INCENTIVE PLAN
Exhibit No. Exhibit
(4.1) OSB Financial Corp. 1992 Stock Option and Incentive
Plan (incorporated by reference under File No. 0-20335
to Exhibit A of OSB Financial Corp.'s Definitive Proxy
Statement for the First Annual Meeting of Stockholders
held on April 22, 1993; filed on March 25, 1993)
(4.2) Amendment to OSB Financial Corp. 1992 Stock Option and
Incentive Plan
(4.3) Provisions of the Articles of Incorporation of FCB
Financial Corp. defining the rights of holders of
capital stock (incorporated by reference to Exhibit
3.1 to FCB Financial Corp.'s Form S-1 Registration
Statement (Registration No. 33-63204))
(4.4) Provisions of the By-Laws of FCB Financial Corp.
defining the rights of holders of capital stock
(incorporated by reference to Exhibit 3.2 to FCB
Financial Corp.'s Form S-1 Registration Statement
(Registration No. 33-63204))
(5) Opinion of Foley & Lardner
(23.1) Consent of Wipfli Ullrich Bertelson LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page of this Registration
Statement)
Exhibit 4.2
AMENDMENT TO
OSB FINANCIAL CORP. 1992
STOCK OPTION AND INCENTIVE PLAN
Pursuant to resolution duly adopted by the Board of Directors of
OSB Financial Corp. on April 24, 1997, the OSB Financial Corp. 1992 Stock
Option and Incentive Plan was amended by adding a new Section 23 that
reads as follows:
"23. Assumption of Plan by FCB Financial Corp. Effective
at the Effective Time (as defined in the Merger Agreement
defined hereinafter) and in connection with the merger of the
Corporation with and into FCB Financial Corp. ("FCB"), FCB
shall assume any and all obligations of the Corporation under
the Plan, the Plan shall remain in effect and FCB shall become
the Plan sponsor. At such time, the 150,000 shares reserved for
issuance under Section 3 hereof shall be increased to 219,000,
representing the 150,000 shares multiplied by the 1.46 exchange
ratio set forth in that certain Agreement and Plan of Merger
between the Corporation and FCB, dated November 13, 1996 (the
"Merger Agreement"). Pursuant to the terms of Section 1.5 of
the Merger Agreement, each Option granted by the Corporation
under the Plan which is outstanding and unexercised as of the
Effective Time, shall be converted automatically into an option
to purchase shares of common stock of FCB (the "Converted
Option") in an amount and at an exercise price determined as
follows:
(i) the number of shares of common stock of FCB to be
subject to each Converted Option shall be equal to the product
of the number of shares of Common Stock subject to Options
hereunder and 1.46, provided that any fractional shares of
common stock of FCB resulting from such multiplication shall be
rounded up to the nearest whole share; and
(ii) the exercise price per share of FCB common stock
under the Converted Option shall be equal to the exercise price
per share of Common Stock under the Option granted hereunder
divided by 1.46, provided that such exercise price shall be
rounded down to the nearest whole cent."
Exhibit 5
F O L E Y & L A R D N E R
A T T O R N E Y S A T L A W
CHICAGO FIRSTAR CENTER SAN DIEGO
JACKSONVILLE 777 EAST WISCONSIN AVENUE SAN FRANCISCO
LOS ANGELES MILWAUKEE, WISCONSIN 53202-5367 TALLAHASSEE
MADISON TELEPHONE (414) 271-2400 TAMPA
ORLANDO FACSIMILE (414) 297-4900 WASHINGTON D.C.
SACRAMENTO WEST PALM BEACH
May 14, 1997
FCB Financial Corp.
420 South Koeller Street
Oshkosh, WI 54902
Gentlemen:
We have acted as counsel for FCB Financial Corp., a Wisconsin
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to
83,112 shares of the Company's common stock, $.01 par value (the "Common
Stock"), which may be issued pursuant to the OSB Financial Corp. 1992
Stock Option and Incentive Plan (the "1992 Plan"). The 1992 Plan was
assumed by the Company as a result of the merger of OSB Financial Corp.
with and into the Company effective May 1, 1997.
In connection with our representation, we have examined: (i) the
Registration Statement; (ii) the Company's Articles of Incorporation and
Bylaws, as amended to date; (iii) the 1992 Plan and amendments thereto;
and (iv) such other proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the
laws of the State of Wisconsin.
2. The shares of Common Stock, when issued by the Company in
the manner and for the consideration contemplated in the 1992 Plan, will
be legally issued, fully paid and nonassessable and no personal liability
will attach to the ownership thereof, except for debts owing to employees
of the Company for services performed, but not exceeding six months'
service in any one case, as provided in Section 180.0622(2)(b) of the
Wisconsin Business Corporation Law and as such section and its
predecessors have been judicially interpreted.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein. In giving
our consent, we do not admit that we are "experts" within the meaning of
Section 11 of the Securities Act or within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
FOLEY & LARDNER
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Board of Directors and
Shareholders
FCB Financial Corp.
We consent to the incorporation by reference in this Registration
Statement of FCB Financial Corp. on Form S-8 (relating to OSB Financial
Corp. 1992 Stock Option and Incentive Plan) of our report dated April 17,
1996, included and incorporated by reference in the Annual Report on
Form 10-K of FCB Financial Corp. for the year ended March 31, 1996.
/s/ Wipfli Ullrich Bertelson LLP
Wipfli Ullrich Bertelson LLP
May 9, 1997
Green Bay, Wisconsin
