<PAGE>
<TABLE>
<S><C>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NO. 1 TO THE ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year ended DECEMBER 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
COMMISSION FILE NUMBER 000-23815
REGENCY BANCORP
----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
STATE OF CALIFORNIA 77-0378956
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7060 N. FRESNO STREET, FRESNO, CALIFORNIA 93720
- ----------------------------------------- ------------
(Address of principal executive office) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (209) 438-2600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS
-------------------
COMMON STOCK
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes / X / No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K / /.
The aggregate market value of the voting stock held by non-affiliates of the
registrant at March 10,1999 was $26,263,000.
As of March 10, 1999, the registrant had 2,624,374 shares of Common Stock
outstanding.
Page 1 of 14 Pages.
<PAGE>
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information as of March 26, 1999,
with respect to the Directors and all executive officers. There is no family
relationship between any of the directors or executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
------------------------ ----------- ----------------------------------------------------------------------------------------
<S> <C> <C>
William J. Alessini 64 Director of the Corporation and Bank since January 1998.
Steven R. Canfield 39 Executive Vice President and Chief Financial Officer of the Corporation and Bank since
March 1995 and March 1991, respectively; Vice President of the Bank, 1984 through 1991;
Director of Regency Service Corporation since January 1999.
Joseph L. Castanos 70 Director of the Corporation and Bank since March 1995 and 1980, respectively.
Steven F. Hertel 49 Chairman of the Board of the Corporation and Bank since November 1996; President and
Chief Executive Officer of the Corporation and Bank since March 1995 and December 1990,
respectively; Director, President and Chief Executive Officer of Regency Service
Corporation since December 1990; Director and Chief Executive Officer of
Regency Investment Advisors since July 1993.
Roy Jura 70 Director and Secretary of the Corporation and Bank since March 1995 and 1980,
respectively; Director of Regency Investment Advisors since July 1993.
Robert J. Longatti 53 Executive Vice President and Chief Credit Officer of the Bank since April 1995; Senior
Vice President and Chief Credit Officer of the Bank since March 1991; Director of
Regency Service Corporation since January 1999.
Barbara Palmquist 69 Director of the Corporation and Bank since March 1995 and 1980, respectively;
David N. Price 66 Vice Chairman of the Board of Directors of the Corporation and Bank since March 1995 and
1980, respectively; Vice Chairman and Director of Regency Investment Advisors since
July 1993.
William J. Ruh 38 Director of the Corporation and Bank since January 1998.
Daniel R. Suchy 56 Director of the Corporation and Bank since March 1995 and 1983, respectively.
Waymon E. Watts 63 Director of the Corporation and Bank since March 1995 and 1981, respectively.
</TABLE>
2
<PAGE>
BACKGROUND AND BUSINESS EXPERIENCE OF DIRECTORS AND EXECUTIVE OFFICERS
The following is a brief account of the business experience during the past
five years of each director and each executive officer listed above in addition
to the positions indicated.
William J. Alessini has been in the retail clothing business since 1950. He
is the owner of William Carol Inc., a retail and fine jewelry store in Madera,
California. He is also involved in the commercial real estate market. Mr.
Alessini is the current president of the Downtown Merchant's Association of
Madera and has been a member since 1955. Mr. Alessini is a past board member of
the Madera Chamber of Commerce and was instrumental as Chairman for the passage
of school bonds in Madera.
Steven R. Canfield has been actively involved in the banking industry since
1982. Prior to joining the Bank, he was employed by Guarantee Savings & Loan,
Fresno, CA. Mr. Canfield is a graduate of California State University, Fresno
with a Bachelor of Science Degree in Business Administration. Mr. Canfield is a
member of CSUF Sid Craig School of Business Alumni Board and the Saint Agnes
Hospital Men's Association.
Joseph L. Castanos retired as president of his own insurance agency in
1993. He is a Fresno State graduate where be earned a degree in accounting. Mr.
Castanos is a member of the San Joaquin Memorial High School Board of Regents
and the St. John's Cathedral Restoration Advisory Board.
Steven F. Hertel has been employed in the banking industry for over 27
years. He is a past President, CEO and director of Pajaro Valley Bancorporation
and Pajaro Valley Bank (1986-1990); past President, CEO and director of Timber
Bancorp and Timber Community Bank in Roseburg, Oregon (1979-1986); and was a
manager and lending officer for U.S. National Bank of Oregon. Mr. Hertel earned
bachelor of arts degrees in both business and economics at Linfield College in
Oregon. Mr. Hertel is a member of the Clovis School District Foundation Board,
Business Advisory Council of CSUF School of Education and Human Development,
Business Advisory Council of CSUF Sid Craig School of Business and the Fresno
Business Council.
Roy Jura is the former president of Producers Packing Corporation and
former secretary/treasurer, of Jura Farms, Inc. He serves on the Dried Fruit
Association of California Board of Directors as well as its Export Committee,
and the California Fig Advisory Board. He's a member of the California State
University, Fresno Viticulture Alumni, the Fresno County Farm Bureau Blue Ribbon
Committee and the Chancellor Associates of the UCSF Medical School.
Robert J. Longatti has over 29 years of banking experience. Prior to
joining the Bank, Mr. Longatti was Vice President of the Business Banking
Division of Glendale Federal Bank, Fresno, CA (formally Guarantee Savings &
Loan), and has been a lending officer for Wells Fargo Bank and Senior Credit
Officer of California Valley Bank. Mr. Longatti is a graduate of Cal Poly, San
Luis Obispo, with a Bachelor of Science Degree in Agricultural Business
Management. He is an active member of the California Banking Association serving
the past three years as chairperson of Region 6. Mr. Longatti also serves on the
Board of the West Hills Community College Foundation.
Barbara Palmquist, a founding director of Regency Bank, has an extensive
background of over 31 years in the Fresno real estate market. As an agency
owner-broker, she was instrumental in establishing the Bank's involvement in the
real estate construction market.
David N. Price has been the President of David N. Price Associates, Inc., a
pension and retirement planning and administration company since 1971. He has
established ESOP and 401(k) plans for a number of financial institutions and was
instrumental in establishing the Corporation's Employee Stock Ownership Plan. He
is also an active member of the California Bankers Association, the North Fresno
Lions Club and the Tehran Temple Shrine. Mr. Price is a graduate of California
State University, Fresno and is a frequent speaker on the subject of employee
ownership and the benefits of ESOPs.
3
<PAGE>
William J. Ruh is a co-founder of Castle Creek Capital, LLC, San Diego,
California and Belle Plaine Financial, LLC, Rancho Santa Fe, California, formed
to invest in depository institutions and financial service companies. He has
nine years of banking and investment experience having worked for First National
Bank of Chicago and Mabon Securities of Chicago prior to joining Belle Plaine
and Castle Creek. Mr. Ruh serves as director of First Community Bank of the
Desert, Yucca Valley, California, Regency Bancorp and Regency Bank. He holds a
BS degree from New York Maritime College and an MBA from Duke University.
Dr. Daniel R. Suchy is a practicing physician specializing in pulmonary
medicine since 1978. A graduate of the University of Minnesota medical school,
Dr. Suchy is a board certified specialist in pulmonary diseases. Dr. Suchy is a
member of the Fresno Community Hospitals' Century Circle, a Sponsor of the St.
Agnes Hospital Foundation and a Chancellor Associate of the UCSF Medical School.
Waymon E. Watts has been the President of Watts, Daniel and Company,
formerly known as Watts, Campbell and Anderson, Certified Public Accountants
since 1973. Mr. Watts is a graduate of California State University, Fresno and
has been a certified public accountant since 1965. He is a past director of the
Community Hospitals of Central California and a member of the North Fresno
Rotary Club where he was a director for community service.
None of the Corporation's or Bank's Directors is a director of any other
company with a class of securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company
under the Investment Company Act of 1940.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers and
persons who own 10 percent or more of a registered class of the Corporation's
equity securities to file with the Securities and Exchange Commission (the
"SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Corporation. Such persons are
required by SEC regulation to furnish the Corporation with copies of all
Section 16 (a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies of
such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 1998, all
Section 16(a) filing requirements applicable to its officers, directors and 10
percent shareholders were complied with, except with respect to the following
individuals: Steven F. Hertel, Steven R. Canfield, William J. Ruh, Steve D.
Freeland and Barbara Palmquist:
During 1998, Mr. Hertel inadvertently failed to timely file a report on a
Form 4 concerning a grant of stock options. This transaction was reported on a
Form 5 filed in February 1999.
During 1998, Mr. Canfield inadvertently failed to timely file a report on a
Form 4 concerning a grant of stock options. This transaction was reported on a
Form 5 filed in February 1999.
During 1998, Mr. Ruh inadvertently failed to timely file a report on a Form
4 concerning the purchase of stock by Castle Creek Capital Partners, Fund 1.
This transaction was reported on a Form 5 filed in February 1999.
During 1998, Mr. Freeland inadvertently failed to timely file a report on a
Form 3 concerning his appointment to the Board of Directors of the Corporation.
This transaction was reported on a Form 3 filed in August 1998 and on a Form 5
filed in February 1999.
4
<PAGE>
During 1998, Ms. Palmquist inadvertently failed to timely file a report on
a Form 4 concerning a purchase of stock in August 1998. This transaction was
reported on a Form 4 filed in September 1998 and on a Form 5 filed in February
1999.
Item 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows for the three fiscal years ended December 31,
1998, the compensation paid to the Chief Executive Officer and to the two other
executive officers whose aggregate salary and bonus compensation exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------------------------
(a) (b) (c) (d) (e)
NAME AND OTHER ANNUAL
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION
($)(1) ($)(2) ($)
- ---------------------------------------- ------------- ------------------- --------------- -------------------------------------
<S> <C> <C> <C> <C>
Steven F. Hertel 1998 187,547 112,529 15,360(4)
Chairman of the Board, President and 1997 155,500 55,000 15,240(4)
Chief Executive Officer 1996 155,500 84,362 11,800(4)
Steven R. Canfield 1998 96,874 53,451 6,060(5)
Executive Vice President and Chief 1997 88,706 25,000 5,640(5)
Financial Officer 1996 87,290 36,833 6,365(5)
Robert J. Longatti 1998 91,500 53,451 4,200(6)
Executive Vice President and Chief 1997 89,000 25,000 4,200(6)
Credit Officer 1996 88,580 37,377 4,200(6)
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------------------
(a) (g) (i)
SECURITIES
NAME AND UNDERLYING ALL OTHER
PRINCIPAL POSITION OPTIONS/SARS COMPENSATION
(#)(3) ($)
- ------------------------------------- ------------------------- ---------------
<S> <C> <C>
Steven F. Hertel 20,000 14,895(7)(8)(9)
Chairman of the Board, President and - 44,144(7)(8)(9)
Chief Executive Officer 30,000 41,361(7)(8)(9)
Steven R. Canfield 10,000 8,051(7)(8)
Executive Vice President and Chief - 8,385(7)(8)
Financial Officer 15,000 8,604(7)(8)
Robert J. Longatti 10,000 7,704(7)(8)
Executive Vice President and Chief - 8,384(7)(8)
Credit Officer 15,000 8,264(7)(8)
</TABLE>
(1) Includes cash and noncash compensation earned and received by executive
officers as well as amounts earned but deferred at the election of those
officers. Mr. Hertel's salary includes unused vacation compensation of
$13,297 for 1998. Mr. Canfield's salary includes unused vacation
compensation of $7,623 for 1998, $3,206 for 1997 and $3,041 for 1996.
(2) Represents bonus amounts earned in 1998, 1997 and 1996, but paid in 1999,
1998 and 1997, respectively.
(3) Options were granted under the Regency Bancorp 1990 Stock Option Plan, as
amended. Under the Plan, options are granted to directors, and key,
full-time salaried officers and employees of the Corporation and its
direct and indirect subsidiaries. Options granted under the Plan are
either incentive options or non-statutory options. Vesting may not extend
beyond ten years from the date of grant. Options granted prior to March 1,
1995, become fully exercisable upon the sale, merger or consolidation of
the Corporation in which the Corporation is not a survivor notwithstanding
the vesting provisions under the Plan. Options granted under the Plan are
adjusted to protect against dilution in the event of certain changes in
the Corporation's capitalization, including stock splits and stock
dividends. Options have an exercise price equal to the fair market value
of the Corporation's Common Stock on the date of grant. During 1996,
30,000 option shares
5
<PAGE>
were granted to Mr. Hertel and 15,000 option shares were granted to
Mr. Canfield and Mr. Longatti, respectively. The executive officer
options included a vesting schedule over two years, an option term
of ten years and an option price of $8.94 per share. During 1998, 20,000
option shares were granted to Mr. Hertel and 10,000 option shares were
granted to Mr. Canfield and Mr. Longatti, respectively. The executive
officer options included a vesting schedule over two years, an option term
of ten years and an option price of $14.50 per share.
(4) Represents an automobile allowance of $12,000 and country club dues of
$3,360 for 1998, an automobile allowance of $12,000 and country club dues
of $3,240 for 1997, and an automobile allowance of $8,800 and country club
dues of $3,000 for 1996.
(5) Represents an automobile allowance of $3,000 for 1998, 1997 and 1996 and
country club dues of $3,060 for 1998, $2,640 for 1997 and $3,365 for 1996.
(6) Represents an automobile allowance of $4,200 for 1998, 1997 and 1996.
(7) The Corporation has a 401(k) tax-deferred savings plan ("401(k) Plan") in
which, generally, all employees are eligible to participate. Participating
employees may defer a portion of their compensation in the 401(k) Plan.
The Corporation, at its option, may make matching contributions on
participant deferrals at a rate determined annually by the Corporation (25
percent of the employees first 5 percent of compensation deferred in 1998,
1997 and 1996, respectively). The matching contribution vests over a
period of seven years. For the calendar years 1998, 1997 and 1996, the
accrued contributions to the 401(k) Plan were $40,592, $30,788 and
$27,925, respectively. Matching contributions under the 401(k) Plan for
the three fiscal years ended December 31, 1998, 1997, and 1996, with
respect to the individuals named in the table above were: Steven F.
Hertel, $2,000, $2,340 and $2,352; Steven R. Canfield, $1,523, $1,880 and
$1,921; Robert J. Longatti, $1,458, $1,857 and $1,483; and all executive
officers as a group were $4,981, $6,077 and $5,756, respectively.
(8) The Corporation has an ESOP in which, generally, all full-time salaried
employees over the age of 21 are eligible to participate. Each year, the
Corporation may contribute Common Stock and/or cash to the ESOP which is
allocated to each participant in proportion to his or her total annual
regular compensation for the year. The ESOP may borrow funds which, in
addition to the Corporation's cash contributions, may be used to purchase
the Corporation's Common Stock from the Corporation or on the open market.
Vesting under the ESOP occurs on a graduated seven-year vesting schedule
at the expiration of which the employee is 100 percent vested. The total
accrued contributions to the ESOP for the calendar years 1998, 1997, and
1996 were $200,000, $200,000 and $173,546, respectively. Contributions
under the ESOP for the three fiscal years ended December 31, 1998, with
respect to the individuals named in the table above were: Steven F.
Hertel, $10,322, $11,404 and $11,484; Steven R. Canfield, $6,250, $6,505
and $6,683; Robert J. Longatti, $5,902, $6,527 and $6,781; and all
executive officers as a group were $22,474, $24,436 and $24,948.
(9) Includes director fees of $3,800, $30,400 and $27,000 in 1998, 1997 and
1996, respectively, and a life insurance premium of $525 per year.
(10) No executive officer received prequisites or other personal benefits in
excess of the lesser of $50,000 or 10 percent of each such officer's total
annual salary and bonus during 1996, 1997, and 1998.
6
<PAGE>
The following table provides information regarding stock options granted to
the named executive officers during 1998.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS(1)
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES EXERCISE OR BASE
NAME GRANTED (#) IN FISCAL YEAR PRICE ($/SH) EXPIRATION DATE
---- ------------ -------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Steven F. Hertel 20,000 29.20% $14.50 2/26/08
Steven R. Canfield 10,000 14.60% $14.50 2/26/08
Robert J. Longatti 10,000 14.60% $14.50 2/26/08
</TABLE>
1) Each option grant to the individuals named in the table has a term of
ten (10) years from the date of grant and vests over a two (2) year period
from the date of grant.
OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
The following table provides information regarding stock option
exercises in 1998 by the executive officers named in the Summary Compensation
Table and the value of such officers' unexercised options.
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR, AND FISCAL YEAR-ENDOPTION/SAR VALUES
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES VALUE UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
ACQUIRED ON REALIZED OPTIONS/SARS AT FY-END (#) AT FY-END ($)
NAME EXERCISE (#) ($)(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (2)
---- ----------- ------ ------------------------- ----------------------------
<S> <C> <C> <C>
Steven F. Hertel 0 $ 0 36,667 13,333 $178,258 $4,166
Steven R. Canfield 0 0 18,333 6,667 $ 89,129 $2,083
Robert J. Longatti 0 0 18,333 6,667 $ 89,129 $2,083
</TABLE>
(1) Value realized is calculated by multiplying the number of shares exercised
by the bid price on the date of exercise minus the exercise price.
(2) Value realized is calculated by the bid quotation of underlying securities
at December 31, 1998, of $14.8125, multiplied by the number of exercisable
or unexercisable shares minus the exercise price.
COMPENSATION OF DIRECTORS
Directors of the Corporation, are compensated for attendance at board
meetings of the Corporation's two subsidiaries, Regency Bank and Regency
Investment Advisors, Inc., but not for attendance of the Corporation's board
meetings. Directors are also compensated for attendance at meetings for
committees of the Corporation and the Bank. During January through August 1998,
directors were paid $750 monthly as compensation for Board meetings attended and
the Vice Chairman of the Board received $1,125 for Board
7
<PAGE>
meetings attended, except that the Chairman of the Board, Mr. Hertel, was
paid $1,500 per meeting attended until March 1998, when he no longer received
director's fees for meetings attended. Non-employee directors also received
$150 for any committee meetings attended and the chairman of each committee
received $225 for committee meetings attended. Effective September 1, 1998,
the Board of Directors voted to increase the Board and Committee fees, at
which time the directors were paid $1,000 monthly as compensation for Board
meetings attended, the Vice Chairman of the Board received $1,500 for Board
meetings attended, non-employee directors received $300 for committee
meetings attended and the Chairman of each committee received $450 for
committee meetings attended. In 1998, the total amount of fees paid to
directors was $155,598.
In 1989, the Bank adopted a Directors' Deferred Fee Plan (the "DDF Plan")
and following formation of the Corporation, the DDF Plan was assumed by the
Corporation, whereby an eligible director, including an employee director, may
voluntarily elect to defer some or all of his or her compensation (salary or
fees), for services as a director of the Corporation and the Bank and their
respective subsidiaries, in exchange for payment of a deferred benefit in the
future. The deferred amount is not taxable to the director and is not a tax
deductible expense for the Corporation until such amounts are actually paid to
the director.
Under the DDF Plan, each participating director has entered into a written
agreement (a "DDF Agreement"), pursuant to which the director agrees to defer
fees, in exchange for retirement benefits. The amount of fees deferred by each
director varies from year to year during the term of the Agreement due to
changes in director compensation and the deferral election selected by each
director. Fees deferred for 1998 were for director Castanos, $19,000; Jura,
$13,200; Price, $4,500; and Suchy, $12,250. Assuming that the fees deferred
through 1999 remain constant, it is estimated that the annual retirement benefit
for each director will be; Castanos, $42,331; Jura, $26,924; Suchy, $122,876;
and Watts, $6,845. The estimated retirement benefit is also based on the
assumption that interest will accrue at the rate of eight percent (8%) per
annum. The Corporation's Board of Directors, in its sole discretion, may change
such interest rate from time to time. Any change in the interest rate will
affect the amount of the annual retirement benefit.
Directors have deferred fees under their respective DDF Agreements for
periods ranging from five to ten years. At the end of the fifth or tenth year,
as applicable, the director will commence receiving the annual retirement
benefit in substantially equal monthly installments over the period of years
equal to the deferred fee period. Since inception of the DDF Plan, directors
Hertel, Price and Watts have elected to discontinue participation thereunder.
Directors Hertel, Price and Watts will receive retirement benefits, if any,
based upon the amounts deferred prior to termination of their participation, in
installments for the periods elected prior to termination of their
participation.
If the director dies prior to or during his retirement, the director's
beneficiary will receive an amount equal to the amount the director would have
received if he or she had lived for the full term of the DDF Agreement. Such
amount will be paid in equal installments as indicated above or in one lump sum,
as determined by such beneficiary. If the director's service is terminated prior
to his retirement for any reason other than death, he or she will receive the
balance in the deferred compensation account plus accrued interest as described
above within six months of such termination.
The Bank has purchased single premium universal life insurance policies on
the life of each participant in the DDF Plan. The premium was paid at the
inception of the policy. There is also an annual mortality cost paid by the Bank
which was $36,235 for 1998. In addition, the Bank recorded an expense of $8,079
for the cash surrender charges that would be assessed if the policies were
canceled. The expense will be reversed when the policies have been held
approximately eight to ten years. The Bank is the owner and beneficiary of such
life insurance policies, which generally covers the Bank's contingent liability
associated with the possible premature death of the covered individual and the
cost of interest on the deferred amounts. If a participant in the DDF Plan
ceases to be a director prior to retirement, the insurance policy on such
participant can be transferred to other employees or directors.
8
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE
IN CONTROL ARRANGEMENTS
The Bank entered into an employment agreement on August 22, 1996, with
Steven F. Hertel, Chairman, President and Chief Executive Officer of the Bank.
The employment agreement is terminable at will by either Mr. Hertel or the Bank.
If the agreement is terminated by the Bank, other than for cause, Mr. Hertel
will be entitled to severance compensation equal to one (1) times his aggregate
annual compensation during the year the termination occurs. Mr. Hertel's annual
base salary, as of December 31, 1998, is $178,000 per year. Annual increases in
Mr. Hertel's salary are at the discretion of the Board of Directors. Mr. Hertel
receives an automobile allowance, life insurance, reimbursement of business
expenses, standard health, dental and disability insurance, and golf and country
club expense reimbursement. Additionally, Mr. Hertel will participate in the
bonus program, ESOP, 401(k) Plan and all such benefits as the Corporation or the
Bank may in the future establish for its employees and/or executive officers. In
the event of a change in control of the Corporation or Bank, the employment
agreement shall terminate and he shall receive a payment equal to two (2) times
the average of his last five years' aggregate compensation.
The Bank entered into employment agreements on August 22, 1996, with Steven
R. Canfield, Executive Vice President and Chief Financial Officer of the Bank
and Robert J. Longatti, Executive Vice President and Chief Credit Officer of the
Bank. The employment agreements are terminable at will by either the Bank or Mr.
Canfield or Mr. Longatti, respectively. If their respective agreement is
terminated by the Bank, other than for cause, Mr. Canfield or Mr. Longatti,
respectively, will be entitled to severance compensation equal to six (6) months
of their then current base salary and bonus or profit-sharing compensation, if
any, for the year in which the termination occurs. Mr. Canfield and Mr.
Longatti's annual base salaries, as of December 31, 1998, were $90,000 and
$92,000, respectively. Annual increases in Mr. Canfield's and Mr. Longatti's
salary are at the discretion of the Board of Directors or Chief Executive
Officer. Mr. Canfield and Mr. Longatti receive an automobile allowance,
reimbursement of business expenses, standard health, dental and disability
insurance. Mr. Canfield receives reimbursement for golf and country club
expense. Additionally, Mr. Canfield and Mr. Longatti will participate in the
bonus program, ESOP, 401(k) Plan and all such benefits as the Corporation or the
Bank may in the future establish for its employees and/or executive officers. In
the event of a change in control of the Corporation or Bank and within one year
following the change in control, their employment is terminated, or without
their consent there is an adverse change in position, among other matters, then
they shall receive a payment equal to one times the average of their last five
years compensation, respectively.
Recognizing the importance of building and retaining a competent management
team, in November 1992, the Board of Directors purchased insurance policies on
the lives of Steven F. Hertel, Steven R. Canfield and Robert J. Longatti, in the
amounts of $470,000, $192,000 and $425,000, respectively, for the purpose of
providing death, disability and retirement benefits. The policies were purchased
through Bank Compensation Strategies Group and are endorsed by the California
Bankers Association, American Bankers Association and numerous other state
banking associations. The Bank is the owner and beneficiary, under such
policies. Consistent therewith, the Bank agreed in 1993 to provide conditional
deferred compensation benefits to Steven F. Hertel, Steven R. Canfield and
Robert J. Longatti. The agreements with such executives are designed to provide
an incentive for each executive to remain with the Bank by defining and
increasing, over the executive's term of employment, the amount of the annual
benefit each executive is to receive. Payments are to be made only after certain
specified events have occurred, including formal retirement on or after a
specified age. While certain events may cause the amounts payable to be reduced,
the agreements provide for a maximum annual benefit payment of $100,000 in the
case of Steven F. Hertel, and $60,000 for Steven R. Canfield and Robert J.
Longatti. In each case, the annual benefit amount is to be paid in equal monthly
installments over fifteen (15) years (or such shorter period, as determined by
the Bank's Board of Directors in its sole and absolute discretion). In the event
of the executive's death prior to the receipt of all amounts due, the Bank will
pay to the executive's spouse or designated beneficiary the remaining amounts
over the remaining payout period. Other events which may alter when payment of
the annual benefit is to begin include: (i) "disability," as defined in the
agreement, in which case the executive will begin to receive the annual benefit
at the earlier of the defined retirement age or when he is no longer entitled to
receive disability benefits under his principal disability insurance policy, and
(ii)
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either termination of employment without cause or constructive termination
following a "change in control," in which case the executive is entitled to
all or a portion of the annual benefit depending upon length of service prior
to termination. If, however, the executive's employment is terminated for
cause, or if the executive voluntarily terminates his employment prior to an
event entitling him to benefits under the agreement, all rights and benefits
under the agreement are forfeited.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 26, 1999, no individual known to the Corporation owned more
than five percent (5%) of the outstanding shares of ITS Common Stock except as
described below.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS (6)
-------------- ---------------- -------------------- ---------
<S> <C> <C> <C>
Common Stock,
No Par Value Castle Creek Capital Partners, Fund-1 (1) 506,000 (4) 16.55%
Common Stock,
No Par Value The Banc Funds (2) 182,171 6.90%
Common Stock,
No Par Value Regency Bancorp ESOP (3) 172,333 (5) 5.64%
</TABLE>
(1) The address of Castle Creek Capital Partners, Fund-1 set forth in this
table is 6051 El Tordo, Rancho Santa Fe, CA 92067.
(2) The address of The Banc Funds set forth in this table is 208 South LaSalle
Street, Chicago, Illinois 60604.
(3) The address of Regency Bancorp ESOP set forth in this table is the
principal office of the Corporation, 7060 N. Fresno Street, Fresno, CA
93720.
(4) Includes warrants currently exercisable to purchase 46,000 shares.
(5) All shares of the Corporation ESOP are held in a trust administered by a
trustee for the benefit of employee participants. The trustee votes the
shares as directed by the employee participants.
(6) The percentage is calculated on the basis of the amount of outstanding
shares plus shares subject to stock options or warrants exercisable within
60 days of the Record Date.
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<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information as of March 26, 1999, concerning
the equity ownership of directors, nominees, and executive officers named in the
Summary Compensation Table and directors and executive officers of the
Corporation and the Bank as a group. Unless otherwise indicated, each director
and executive officer listed below possesses sole voting power and sole
investment power. All of the shares shown in the following table are owned both
of record and beneficially except as indicated in the notes to the table. The
Corporation has only one class of shares outstanding, Common Stock. There are no
current arrangements known to the Corporation, that may result in a change in
control of the Corporation.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (2) CLASS (16)
- -------------- --------------------- ------------------------ -----------
<S> <C> <C> <C>
Common Stock, William J. Alessini 35,908 (3) 1.17%
No Par Value
Common Stock, Steven R. Canfield 57,465 (4) 1.88%
No Par Value
Common Stock, Joseph L. Castanos 52,932 (5) 1.73%
No Par Value
Common Stock, Steve D. Freeland 7,748 (6) .25%
No Par Value
Common Stock, Steven F. Hertel 78,422 (7) 2.57%
No Par Value
Common Stock, Roy Jura 42,120 (8) 1.38%
No Par Value
Common Stock, Robert J. Longatti 36,752 (9) 1.20%
No Par Value
Common Stock, Barbara Palmquist 51,732 (10) 1.69%
No Par Value
Common Stock, David N. Price 71,339 (11) 2.33%
No Par Value
Common Stock, William J. Ruh 31,800 (12) 1.04%
No Par Value
Common Stock, Daniel R. Suchy 116,152 (13) 3.80%
No Par Value
Common Stock, Waymon E. Watts 67,911 (14) 2.22%
No Par Value
All directors and executive officers 650,281 (15) 21.26%
of the Corporation as a group (12 persons)
</TABLE>
(1) The address for beneficial owners, all of whom are incumbent directors,
executive officers or director nominees of the Corporation and the Bank,
is the address of the Corporation, 7060 N. Fresno Street, Fresno, CA
93720, except that the address for William J. Ruh is 6051 El Tordo,
Rancho Santa Fe, CA 92067.
(2) Includes shares subject to stock options exercisable within 60 days of
the Record Date.
(3) Includes 2,000 warrants currently exercisable and 2,000 shares which
may be acquired under stock options exercisable within 60 days of the
Record Date and 26,441 shares owned jointly with his spouse in the
Parklane Properties Profit Sharing Trust.
(4) Includes 18,593 shares as to which Mr. Canfield has voting control
under the ESOP and 401(k) Plans, 21,667 shares which may be acquired
under stock options exercisable within 60 days of the Record Date and
16,475 owned jointly with his spouse.
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(5) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date, 15,518 shares held in a
family trust of which Mr. Castanos is joint trustee with his spouse and
14,027 shares held by Castanos Associates, a corporation for which Mr.
Castanos serves as President.
(6) Mr. Freeland was the associate director for the 1998 fiscal year.
Includes 1,396 shares owned jointly with his spouse and 6,352 shares
as to which Mr. Freeland has voting control under the ESOP and 401(k)
Plans.
(7) Includes 19,055 shares as to which Mr. Hertel has voting control under
the ESOP and 401(k) Plans, 43,333 shares which may be acquired under
stock options exercisable within 60 days of the Record Date and 10,000
shares owned jointly with his spouse.
(8) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date and 712 shares owned
jointly with his spouse.
(9) Includes 10,372 shares as to which Mr. Longatti has voting control under
the ESOP and 401(k) Plans, 21,667 shares which may be acquired under
stock options exercisable within 60 days of the Record Date and 4,713
shares owned jointly with his spouse.
(10) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date and 28,345 shares held
by a Family Trust of which Barbara Palmquist is joint trustee with her
spouse.
(11) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date and 47,952 shares held
by David N. Price Profit Sharing Plan, for which Mr. Price is the sole
trustee.
(12) Includes 9,800 warrants currently exercisable and 2,000 shares which
may be acquired under stock options exercisable within 60 days of the
Record Date.
(13) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date, 39,804 shares held by the
Daniel R. Suchy Pension Plan and Trust for which Dr. Suchy is the sole
trustee, 27,322 shares held by the Daniel R. Suchy Profit Sharing Plan
for which Dr. Suchy is the sole trustee, 3,150 shares held by Dr.
Suchy's daughter, Melissa Ann Suchy, and 3,150 shares held by Dr.
Suchy's daughter, Michelle Christine Suchy and 19,339 shares held by a
joint trust for which Dr. Suchy is a co-trustee with his spouse.
(14) Includes 23,387 shares which may be acquired under stock options
exercisable within 60 days of the Record Date and 44,524 shares held
by the Waymon E. Watts Corporation Group Profit Sharing Plan, for
which Mr. Watts is the sole trustee.
(15) Includes 242,789 shares of Common Stock subject to stock options or
warrants exercisable within 60 days of the Record Date.
(16) The percentage is calculated on the basis of the amount of outstanding
shares plus shares subject to stock options and/or warrants held by
the named individual or group and exercisable within 60 days of the
Record Date.
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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH MANAGEMENT AND OTHERS
Except as described below, there have been no transactions, or series of
similar transactions, during 1998, or any currently proposed transaction, or
series of similar transactions, to which the Corporation or the Bank was or is
to be a party, in which the amount involved exceeded or will exceed $60,000 and
in which any director (or nominee for director) of the Corporation or the Bank,
executive officer of the Corporation or the Bank, any shareholder owning of
record or beneficially 5 percent or more of the Corporation's Common Stock, or
any member of the immediate family of any of the foregoing persons, had, or will
have, a direct or indirect material interest.
CERTAIN BUSINESS RELATIONSHIPS
In July 1998, Regency Bancorp engaged Belle Plaine Financial LLC to act as
the exclusive financial advisor to Regency Bancorp in connection with its
efforts to acquire, invest in, or sell depository institutions and/or other
businesses. William J. Ruh, a director of Regency Bancorp, is a Senior Vice
President and Principal of Belle Plaine Financial LLC.
INDEBTEDNESS OF MANAGEMENT
The Corporation, through the Bank, has had, and expects in the future to
have banking transactions in the ordinary course of its business with many of
the Corporation's directors and officers and their associates, including
transactions with corporations of which such persons are directors, officers or
controlling shareholders, on substantially the same terms (including interest
rates and collateral) as those prevailing for comparable transactions with
others. Management believes that such transactions comprising loans did not
involve more than the normal risk of collectability or present other unfavorable
features. Loans to executive officers of the Corporation and the Bank are
subject to limitations as to amount and purpose prescribed in part by the
Federal Reserve Act, as amended, and the regulations of the Federal Deposit
Insurance Corporation.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
REGENCY BANCORP
Date: April 19, 1999 By: /s/ STEVEN F. HERTEL
-------------- --------------------
Steven F. Hertel
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 19, 1999 By: /s/ STEVEN R. CANFIELD
-------------- -----------------------
Steven R. Canfield
Executive Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)
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