<PAGE>
As Filed with the Securities and Exchange Commission on August 10, 1999
Registration No. 333-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
PIONEER BANCORPORATION
(Exact name of issuer as specified on its charter)
Nevada 88-0301208
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
10 State Street
Reno, Nevada 89501-2351
(Address of principal executive offices)
NONQUALIFIED STOCK OPTION PLAN
(Full title of each plan)
Please send copies of all communications to:
WILLIAM E. MARTIN STEPHEN M. KLEIN, ESQ.
President and Chief Executive Officer Graham & Dunn, P.C.
Pioneer Bancorporation 1420 Fifth Avenue
10 State Street 33rd Floor
Reno, Nevada 89501-2351 Seattle, Washington 98101
(775) 688-7900 (206) 340-9648
(Name, address including zip code, telephone number
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price offering registration
registered registered per share /(1)/ price /(1)/ fee
- ---------- ---------- --------------- ----------- ---
<S> <C> <C> <C> <C>
Common shares, 745,187/(2)/ $30.375 $22,635,055 $6,292.54
no par value
-------------------------------------------------------------------------------------
</TABLE>
Notes:
1. Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of
1933, as amended ("Securities Act"), the price per share is estimated to
be $30.375 based upon the average of the high ($30.75) and the low
($30.00) trading prices of the common stock, $0.01 par value per share
("Common Stock") of Pioneer Bancorporation (the "Registrant") as reported
on the OTC Bulletin Board on August 6, 1999.
2. Shares of Registrant's Common Stock issuable upon exercise of option
outstanding under the Nonqualified Stock Option Plan (the "Plan"),
together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance under the
Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock, as provided in Rule 416(a)
under the Securities Act.
2
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PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
(a) The Registrant's Registration Statement on Form 10 effective, June 29,
1999 (Registration No. 000-25899), which contains audited financial statements
for the most recent fiscal year for which such statements have been filed.
(b) 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 Registration
Statement on Form 10 referred to in (a) above.
(c) The description of the Common Shares contained in the Registrant's
Registration Statement on Form 10 referred to in (a) above, including any
amendments or reports filed for the purpose of updating such description.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the shares offered pursuant to the Plan will be passed
upon by Gordon & Silver, Ltd., 3960 Howard Hughes Parkway, Las Vegas, Nevada
89109.
Item 6. Indemnification of Directors and Officers.
Chapter 78 of the Nevada Revised Statues ("NRS") and the Bylaws, taken
together, provide that Registrant may indemnify any person who was or is
involved in any manner or was or is threatened to be made so involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that such
person is or was a director, officer, employee or agent of Registrant or of any
other business enterprise pursuant to which the person served in such capacity
at Registrant's request, against all expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such proceeding if the person acted in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests of
Registrant and with respect to a criminal proceeding, had no reasonable cause to
believe his or her conduct
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was unlawful. Registrant may not, however, provide such indemnification on
account of acts or omissions finally adjudged to be intentional misconduct,
fraud, or a knowing violation of law and material to the cause of action. The
indemnification provisions of the NRS and the Bylaws include the right of an
indemnitee to receive payment of any expenses incurred in connection with a
proceeding in advance of the final disposition of the proceeding, consistent
with applicable law. The NRS and the Bylaws specify certain procedures and
conditions that apply with respect to indemnification and the advancement of
expenses.
Indemnification of any person serving as a director, officer, employee or
agent, as described in the preceding paragraph, is mandatory to the extent that
such person has been successful on the merits or otherwise in defense of the
subject action, suit or proceeding.
The indemnification rights described in the preceding paragraphs are not
exclusive of other rights to which any person seeking indemnification may
otherwise be entitled under current or future laws or by agreement with
Registrant.
Registrant may also purchase and maintain insurance or make other financial
arrangements on behalf of any present or past director, officer, employee or
agent of Registrant or of any other business pursuant to which such person
served in that capacity at Registrant's request. Such insurance or other
financial arrangements may cover liabilities asserted against or expenses
incurred by, such person in any of the aforementioned capacities, regardless of
whether Registrant would have the authority to indemnify such person.
Besides indemnification, the Articles of Incorporation contain a provision
that limits the personal liability of Registrant's directors and officers to
Registrant or its stockholders for damages for breach of fiduciary duty, except
liability for acts or omissions that involve intentional misconduct, fraud or a
knowing violation of law and liability based on payments of distributions
(including dividends) which violate the NRS.
Item 7. Exemption from Registration Claimed.
Not applicable.
4
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Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Gordon & Silver, Ltd., Registrant's local legal
counsel, regarding legality of the Common Stock being registered.
23.1 Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney (see the Signature Page and certified
resolutions of the Registrant's Board of Directors).
99.1 Nonqualified Stock Option Plan./1/
99.2 Nonqualified Stock Option Agreement./1/
</TABLE>
/1/ Incorporated by reference to Exhibits 10.1 and 10.2 of the Registration
Statement on Form 10 filed by the Company (Registration NO. 000-25899).
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;
(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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
-------- -------
this section do not apply if the Registration Statement is on Form S-3, Form S-8
or Form F-3, and 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 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under 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.
(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.
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 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 of 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.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Reno, State of Nevada, on the 6/th/ day of August,
1999.
PIONEER BANCORPORATION
By: /s/ William E. Martin
-----------------------
William E. Martin
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose individual signature appears below hereby authorizes and
appoints William E. Martin and Shelle Grim-Brooks, and each of them, with full
power of substitution and full power to act without the other, as his or her
true and lawful attorney-in-fact and agent to act in his or her name, place and
stead, and to execute in the name and on behalf of each person, individually and
in each capacity stated below, and to file any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on the 6/th/ day of August, 1999.
Signature Title
--------- -----
/s/ William E. Martin President, Chief Executive Officer and
- --------------------------- Director
William E. Martin (Principal Executive Officer)
/s/ Edward T. Plunkett Executive Vice President and Chief
- --------------------------- Financial Officer
Edward T. Plunkett (Principal Financial Officer)
Chairman of the Board
- ---------------------------
Louis J. Capurro
/s/ James N. Bahan Director
- ---------------------------
James N. Bahan
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/s/ Donald A. Bernard Director
- ---------------------------
Donald A. Bernard
/s/ Jeanne Hood Director
- ---------------------------
Jeanne Hood
/s/ Ken Knauss Director
- ---------------------------
Ken Knauss
Director
- ---------------------------
Luther Mack Jr.
/s/ Charles L. Ruthe Director
- ---------------------------
Charles L. Ruthe
Director
- ---------------------------
Howard Wells Jr.
/s/ Donald L. Wilkerson Director
- ---------------------------
Donald L. Wilkerson
Director
- ---------------------------
John E. Yoxen
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INDEX OF EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Gordon & Silver, Ltd., Registrant's local legal
counsel, regarding legality of the Common Stock being registered.
23.1 Consent of Gordon & Silver, Ltd. (included in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Powers of Attorney (see the Signature Page and certified
resolutions of the Registrant's Board of Directors).
99.1 Nonqualified Stock Option Plan./1/
99.2 Nonqualified Stock Option Agreement./1/
/1/ Incorporated by reference to Exhibits 10.1 and 10.2 of the Registration
Statement on Form 10 filed by the Company (Registration No. 0-25899).
9
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EXHIBIT 5.1
[LETTERHEAD OF GORDON & SILVER, LTD. APPEARS HERE]
August 9, 1999
Board of Directors
Pioneer Bancorporation
10 State Street
Reno, Nevada 89501-2351
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as Nevada counsel to Pioneer Bancorporation, a Nevada
corporation (the "Company"), in connection with the proposed issuance of up to
745,187 shares of the Company's common stock, $0.01 par value per share (the
"Shares"), pursuant to a registration statement on Form S-8 executed on August
6, 1999, together with any amendments thereto (the "Registration Statement"), to
be filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), in connection with the Company's
Non-qualified Stock Option Plan (the "Plan").
For the purpose of rendering our opinion set forth herein, we have examined
and relied upon (i) such certificates, records, documents and agreements of the
Company as we considered appropriate for the purpose of our opinion including,
without limitation, the Company's articles of incorporation and amendments
thereto, all as certified by the Nevada Secretary of State as of August 4, 1999;
(ii) the Registration Statement; (iii) the Plan, as included in Exhibit 99.1 to
the Registration Statement; (iv) the form of the Company's Non-qualified Stock
Option Agreement, as included in Exhibit 99.2 to the Registration Statement; (v)
a Certificate of the Secretary of the Company (with exhibits thereto), dated
August 5, 1999; and (vi) a Certificate of Existence with Status in Good
Standing, dated August 4, 1999, issued by the Nevada Secretary of State with
respect to the Company.
We have assumed (A) the authenticity of all documents submitted to us as
originals; (B) the genuineness of all signatures on documents submitted to us;
(C) the legal capacity of natural persons executing all relevant documents; (D)
the accuracy and completeness of all corporate records made available to us by
the Company; (E) the veracity on the date of this letter of the certificates,
records, documents and other instruments furnished to us by the Company and
public officials even though they may have been signed or issued on an earlier
date (although,
<PAGE>
- ---------------------
Gordon & Silver, Ltd.
ATTORNEYS AT LAW
- ---------------------
Pioneer Bancorporation
August 9, 1999
Page 2
with your permission, we have not independently verified the statements made
therein nor have we investigated the basis for the representations contained
therein); (F) the conformity to the originals of all documents submitted to us
as copies; (G) issuance of the Shares in accordance with the terms of the Plan
while the Registration Statement is in effect under the Act; and (H) no changes
in applicable law between the date of this letter and the date of the events
which are the subject of this letter.
Based upon and subject to the assumptions, qualifications and limitations
set forth herein, we are of the opinion that the Shares have been duly
authorized and that, upon due exercise of the options granted under the Plan and
the Company's issuance and delivery of the Shares against payment to the Company
of the consideration for the Shares as specified in the Plan, consistent with
the terms of the Registration Statement, the Shares will be validly issued,
fully paid, and nonassessable.
We are licensed to practice law in the State of Nevada and the opinion set
forth herein is expressly limited to the laws of the State of Nevada. No
opinion is given or implied regarding federal law or the laws of any
jurisdiction other than the State of Nevada as currently in effect.
This opinion is being delivered to the Company in connection with the
filing of the Registration Statement with the Commission, and may not be used or
relied upon for any other purpose.
We hereby consent to the inclusion of this opinion in Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required by the Act or the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ Gordon & Silver
GORDON & SILVER, LTD.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Pioneer Bancorporation:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Pioneer Bancorporation of our report dated January 15, 1999, except for
Notes 13 and 22 of notes to the consolidated financial statements which are as
of May 7, 1999, relating to the consolidated balance sheets of Pioneer
Bancorporation as of December 31, 1998 and 1997, and the related consolidated
statements of earnings, changes in shareholders' equity and comprehensive
income, and cash flows for each of the years in the three-year period ended
December 31, 1998, which report appears in the post effective amendment No.1 to
Form 10 of Pioneer Bancorporation dated July 8, 1999.
KPMG LLP
Los Angeles, California
August 9, 1999
