<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
QUAKER CITY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-4444221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
7021 Greenleaf Avenue
Whittier, California 90602
(562) 907-2200
(Address, including zip code, and telephone number,
including area code, of Registrant's Principal Executive Offices)
_________________________
1997 STOCK INCENTIVE PLAN
(Full Title of Plan)
_________________________
Kathryn M. Hennigan
Corporate Secretary,
Senior Vice President - Administrative Services
QUAKER CITY BANCORP, INC.
7021 Greenleaf Avenue
Whittier, California 90602
(562) 907-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered(1) Share(2) Price(2) Fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 269,215 shares $16.78 $4,517,427.70 $1,255.84
=====================================================================================================
</TABLE>
(1) There is also being registered hereunder such additional undetermined
number of shares of Common Stock that may be issued from time to time as
a result of the anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(h) and 457(c), and based on the average of the high
and low prices of the Common Stock of Quaker City Bancorp, Inc. as reported
on November 15, 1999 on The Nasdaq National Market System.
================================================================================
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EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
---------------------------------------------
On December 10, 1997, Quaker City Bancorp, Inc. (the "Company") filed with
the Securities and Exchange Commission, a Registration Statement on Form S-8
(Registration No. 333-41891) (the "Prior Registration Statement") relating to
shares of the Company's Common Stock, $.01 par value, issuable to eligible
directors, officers, employees, consultants and advisors of the Company and its
affiliates under the Company's 1997 Stock Incentive Plan, as amended (the
"Plan"). The Prior Registration Statement currently is effective. This
Registration Statement relates to securities (a) of the same class as those to
which the Prior Registration Statement relates and (b) to be issued pursuant to
the Plan. The contents of the Prior Registration Statement, including all
exhibits thereto, are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 8. Exhibits.
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the
securities being registered
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for a 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 Whittier, State of California, on November 17, 1999.
QUAKER CITY BANCORP, INC.
By:/s/ Frederic R. McGill
--------------------------------
Frederic R. McGill
President, Chief Executive Officer and
Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints KATHRYN
M. HENNIGAN and FREDERIC R. McGILL his or her true and lawful attorneys-in-fact
and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her 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, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frederic R. McGill
- ----------------------------------------- President, Chief Executive Officer and November 17, 1999
Frederic R. McGill Director
(Principal Executive Officer)
/s/ Dwight L. Wilson
- ----------------------------------------- Senior Vice President, Treasurer and November 17, 1999
Dwight L. Wilson Chief Financial Officer
(Principal Financial Officer)
/s/ J.L. Thomas
- ----------------------------------------- Chairman of the Board of Directors November 17, 1999
J.L. Thomas
/s/ David S. Engelman
- ----------------------------------------- Director November 17, 1999
David S. Engelman
/s/ Wayne L. Harvey
- ---------------------------------------- Director November 17, 1999
Wayne L. Harvey
</TABLE>
3
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<TABLE>
<S> <C> <C>
/s/ Alfred J. Gobar
- ---------------------------------------- Director November 17, 1999
Alfred J. Gobar
/s/ David K. Leichtfuss Director November 17, 1999
- -----------------------------------------
David K. Leichtfuss
/s/ Edward L. Miller Director November 17, 1999
- -----------------------------------------
Edward L. Miller
</TABLE>
4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ---------------------- --------------------------------------------------------------------------------------------
<S> <C>
5 Opinion of Gibson, Dunn & Crutcher LLP as to the legality of the securities being registered
23.1 Consent of KPMG LLP, independent auditors
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
24 Power of Attorney (contained on signature page hereto)
</TABLE>
<PAGE>
Exhibit 5
[Letterhead of Gibson, Dunn & Crutcher LLP]
November 18, 1999
C 73122-00008
C 73122-00012
Quaker City Bancorp, Inc.
7021 Greenleaf Ave.
Whittier, CA 90602
Re: Registration Statement on Form S-8 of 269,215 Shares of Common Stock
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission to register 269,215 shares of common stock,
par value $.01 per share (the "Common Stock"), of Quaker City Bancorp, Inc., a
Delaware corporation (the "Company"), to be issued pursuant to the Company's
1997 Stock Incentive Plan, as amended (the "Plan").
For purposes of rendering this opinion, we have made such legal and factual
examinations as we have deemed necessary under the circumstances and, as part of
such examinations, we have examined, among other things, originals and copies,
certified or otherwise, identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or
appropriate. For the purposes of such examinations, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us.
On the basis of and in reliance upon the foregoing examinations and
assumptions, we are of the opinion that assuming the Registration Statement
shall have become effective pursuant to the provisions of the Securities Act of
1933, as amended, the shares of Common Stock being offered under the Plan, when
issued in accordance with the Registration Statement and the provisions of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
GIBSON, DUNN & CRUTCHER LLP
RED/AME/JDB
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Quaker City Bancorp, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-8 dated November 18, 1999 related to the Quaker City Bancorp, Inc.
1997 Stock Incentive Plan of our report dated July 21, 1999, relating to the
consolidated statements of financial condition of Quaker City Bancorp, Inc. and
subsidiaries as of June 30, 1999 and 1998, and the related consolidated
statements of earnings, comprehensive income, stockholders' equity, and cash
flows for each of the years in the three-year period ended June 30, 1999, which
report appears in the June 30, 1999 annual report on Form 10-K of Quaker City
Bancorp, Inc.
/s/ KPMG LLP
KPMG LLP
Los Angeles, California
November 18, 1999
