FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DEVELOPMENT BANCORP, LTD.
(Exact name of registrant as specified in its charter)
Washington 93-1192971
(State or other jurisdiction of (I.R.S. Employer
Identifi-
incorporation or organizatio cation
Number)
14 Quai du Seujet, Geneva, Switzerland CH-1201
(Address of Principal Executive Offices) (Zip Code)
1993 Stock Option Plan
1994 Advisor Compensation Plan
(Full Title of the plans)
Dempsey K. Mork, Secretary/Treasurer
74-900 Highway 111, Suite 121, Indian Wells, California 92210
(Name and address of agent for service)
(619) 836-3350
(Telephone number, including area code, of agent for
service)
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CALCULATION OF REGISTRATION FEE
Proposed
securities Proposed maximum
to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
<S> <C> <C> <C> <C>
Common Stock(1) 1,000,000 $4.50 (2) $4,500,000 $1,551.72
no par value
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(1) Includes up to 400,000 shares issuable under the Advisor Compensation
Plan and 600,000 shares issuable under the Stock Option Plan and reoffers
of such shares.
(2) The registration fee is based upon the bid price of the Common Stock as
of January 13, 1997 of $4.50.
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PROSPECTUS
DEVELOPMENT BANCORP, LTD.
Up to 1,000,000 Shares of Common Stock
Receivable by Directors, Officers and Others
Under the 1994 Advisor Compensation Plan
and 1993 Stock Option Plan
and Reoffered by Means of this Prospectus
This Prospectus shall be supplemented from
time to time as the identity of the officers and
directors and shares to be reoffered by them, if any, becomes
known
Selling shareholders will offer their shares on the over the counter
market, or on NASDAQ or on any national securities exchange if the common stock
is then listed on NASDAQ or such exchange. Selling shareholders, if control
persons, are required to sell their shares in accordance with the volume
limitations of Rule 144 under the Securities Act of 1933, which restricts sales
in any three month period to the greater of 1% of the total outstanding common
stock or the average weekly trading volume of the Company's common stock during
the four calendar weeks immediately preceding such sale. It is expected that
persons effecting transactions will be paid the normal and customary commissions
for market transactions.
AVAILABLE INFORMATION
Development Bancorp, Ltd. (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 reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, as well as
proxy statements and other information filed by the Company with the Commission,
can be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its Regional Offices located at 150 Causeway Street, Boston, Massachusetts
02114, 1375 Peachtree Street N.E., Suite 788, Atlanta, Georgia 30367, 411 West
Seventh Street, 8th Floor, Fort Worth, Texas 76102, 410 Seventeenth Street,
Suite 700, Denver, Colorado 80202, 600 Arch Street, Room 2204, Federal Building,
Philadelphia, Pennsylvania 19106, 26 Federal Plaza, Room 1028, New York, New
York 10278, 5757 Wilshire Boulevard, Los Angeles, California 90036-3648, Everett
McKinley Dirksen Building, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission, Washington, D.C.
20549.
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SELLING STOCKHOLDERS
Information regarding the beneficial ownership of common stock owned by
each other officer and director of the Company selling common stock pursuant to
this Prospectus and all officers and directors of the Company as a group selling
common stock pursuant to this Prospectus will be updated in the event shares are
issued to such persons.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on Form
10-KSB for the year ended December 31, 1995 and the Quarterly Reports on Form
10-QSB for the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996, or the latest Annual Report on Form 10-KSB, Quarterly Reports on Form
10-QSB and Current Reports on Form 8-K filed subsequent thereto. These Annual
and Quarterly Reports as well as all other reports filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 are
hereby incorporated by reference in this Prospectus and may be obtained, without
charge, upon the oral or written request of any person at 74-900 Highway 111,
Suite 121, Indian Wells, California 92210, telephone (619) 836-3350.
INDEMNIFICATION
The Company's Bylaws and the Washington Business Corporation Act provide
for indemnification of directors and officers against certain liabilities.
Officers and directors of the Company are indemnified generally against expenses
actually and reasonably incurred in connection with proceedings, whether civil
or criminal, provided that it is determined that they acted in good faith, were
not found guilty, and, in any criminal matter, had reasonable cause to believe
that their conduct was not unlawful.
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.
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Shares Beneficially Owned
Before Offering After Offering
<S> <C> <C>
Riccardo Mortara(1) 129,415 25,915
President and Director
Dempsey K. Mork(1) 158,415 54,915
Security Treasurer and Director
Jehu Hand(1) 10,000 _______
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(1) The address of this person is C/O the Company.
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PART II
Item 3. Incorporation of Documents by Reference.
The Registrant incorporates the following documents by reference in
the registration statement:
(a)
The Company's Annual Report on Form 10-KSB, filed for the year ended
December 31, 1995, its Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996, June 30, 1996, September 30, 1996; and
(b)
A description of securities is incorporated by reference from the
Registrant's Registration Statement on Form 10, File No. 0-22934.
All other documents filed in the future by Registrant after the date
of this Registration Statement, under Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment to this Registration Statement which deregisters the securities
covered hereunder which remain 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 5. Interests of Named Experts and Counsel
Jehu Hand, the principal of Hand & Hand, who has rendered an opinion
on the securities registered hereby, may receive shares under this registration
statement.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and the Washington Business Corporation Act
provide for indemnification of directors and officers against certain
liabilities. Officers and directors of the Company are indemnified generally
against expenses actually and reasonably incurred in connection with
proceedings, whether civil or criminal, provided that it is determined that they
acted in good faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.
Item 7. Exemption from Registration Claimed
All sales are expected to be either registered or exempt from the
registration requirements of the Securities Act of 1933, as amended, by virtue
of Section 4(2) thereof covering transactions not involving any public offering
or not involving any "offer" or "sale."
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Item 8. Exhibits
3. Certificate of Incorporation and Bylaws
3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
3.3 Amendment to Articles of Incorporation changing
name to Development Bancorp, Ltd.(1)
3.4 Amendment to Articles of Incorporation authorizing
Series A Preferred Stock.(1)
5. Opinion of Hand & Hand as to legality of securities being
registered(2)
21. Subsidiaries. The Company's subsidiary, Societe
Financiere de Distribution, Geneva, SA is incorporated in
Switzerland.
23. Consents of Experts and Counsel
23.1 Consent of Accountants(2)
23.2 Consent of Hand & Hand included in Exhibit 5 hereto
(1) Incorporated by reference to the Company's registration
statement on Form SB-10, file no. 0-22934.
(2) Filed herewith.
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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;
(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, including (but not limited to) any addition or election of
a managing underwriter.
(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 therein, and the offering of such securities
offered 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 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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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(i) 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 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
that 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Palm Springs, California,
on January 6, 1997.
DEVELOPMENT BANCORP, LTD.
By:/s/ Riccardo Mortara
Riccardo Mortara
President
Pursuant to the requirements of the Securities Act of 1933,
the registration statement has been signed below by the following
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January 13, 1997
Development Bancorp, Ltd.
14 Quai du Seujet
Geneva, Switzerland CH-1201
Re: Registration Statement on Form S-8 (the "Registration
Statement")
Ladies and Gentlemen:
You have requested our opinion as to the legality of the issuance by you
(the "Corporation") of 1,000,000 shares of common stock, no par value per share
("Shares"), issuable pursuant to the Corporation's 1993 Stock Option Plan as to
600000 shares and 400,000 shares issuable pursuant to its 1994 Advisor
Compensation Plan (collectively, the "Plans").
In giving this opinion, we have reviewed and examined:
1. The Certificate of Incorporation of the Corporation;
2. The Bylaws of the Corporation;
3. Certain resolutions of the Board of Directors of the
Corporation;
4. The Registration Statement;
5. The Plans; and
6. Such other matters as we have deemed relevant in order to
form our opinion.
In giving our opinion, we have assumed without investigation the
authenticity of any document or instrument submitted us as an original, the
conformity to the original of any document or instrument submitted to us as a
copy, and the genuineness of all signatures on such originals or copies.
Based upon the foregoing, we are of the opinion that the Shares to be
offered pursuant to the Registration Statement, if sold as described in the
Registration Statement, and if the options are exercised in accordance with
their terms and the terms of the relevant plan, will be legally issued, fully
paid and nonassess- able.
No opinion is expressed herein as to the application of state securities
or Blue Sky laws.
This opinion is furnished by us as counsel to you and is solely for your
benefit. Neither this opinion nor copies hereof may be relied upon by, delivered
to, or quoted in whole or in part to any
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governmental agency or other person without our prior written con-
sent.
Notwithstanding the above, we consent to the reference to our firm name
under the caption LEGAL OPINION in the Prospectus filed as a part of the
Registration Statement and the use of our opinion in the Registration Statement.
In giving these consents, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
HAND & HAND
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the prospectus
constituting part of this Registration Statement on Form S-8 for Development
Bancorp, Ltd. of our report dated September 6, 1996 (except as to Notes 3 and 18
which are dated November 1, 1996), relating to the December 31, 1995 financial
statements of Development Bancorp, Ltd., included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1995.
SILVERMAN OLSON THORVILSON & KAUFMANN LTD
CERTIFIED PUBLIC ACCOUNTANTS
Minneapolis, Minnesota
January 10, 1997
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