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As filed with the Securities and Exchange Commission on July 23, 1996
Registration No. 33-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SGV BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6035 95-4524789
(state or other jurisdiction (Primary Standard (IRS Employer
of incorporation or Classification Code Number) Identification No.)
organization)
225 NORTH BARRANCA STREET
WEST COVINA, CALIFORNIA 91791
(818) 859-4200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF SAN GABRIEL VALLEY
EMPLOYEES' SAVINGS & PROFIT SHARING PLAN AND TRUST
(Full Title of the Plan)
BARRETT G. ANDERSEN COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER JOSEPH G. PASSAIC, JR., ESQUIRE
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION WILLIAM E. DONNELLY, ESQUIRE
OF SAN GABRIEL VALLEY MULDOON, MURPHY & FAUCETTE
225 NORTH BARRANCA STREET 5101 WISCONSIN AVENUE, N.W.
WEST COVINA, CALIFORNIA 91791 WASHINGTON, D.C. 20016
(818) 859-4200 (202) 362-0840
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
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Title of each Aggregate
Class of Securities Amount to be Purchase Price Offering Registration
to be Registered Registered Per Share (1) Price (2) Fee
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Common Stock 40,000
$.01 par Value Shares (3) $8.00 $320,000 $110.35
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Participation (4) _____ ________ (5)
Interests
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(1) The closing price of the Common Stock on the Nasdaq Stock Market on July
22, 1996 in accordance with Rule 457(c) under the Securities Act of 1933,
as amended.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Estimated amount to be transferred/offered for sale within two years.
(4) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(5) The securities of SGV Bancorp, Inc. to be purchased by the First Federal
Savings and Loan Association of San Gabriel Valley Employees' Savings &
Profit Sharing Plan and Trust are included in the amount shown for Common
Stock. Accordingly, no separate fee is required for the participation
interests. In accordance with Rule 457(h) under the Securities Act, the
registration fee has been calculated on the basis of the number of shares
of Common Stock that may be purchased with the current assets of such Plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING IN ACCORDANCE
WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, AND 17 C.F.R. SS.
230.462.
Number of Pages 9 Exhibit Index begins on Page 6
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for First Federal Savings
and Loan Association of San Gabriel Valley Employees' Savings & Profit Sharing
Plan and Trust (the "Plan") required by Part I of the Registration Statement
will be sent or given to the participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "SEC") either as a part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 in reliance on Rule
428.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) SGV Bancorp, Inc.'s (the "Holding Company" or "Registrant") Annual
Report on Form 10-K/A for the fiscal year ended June 30, 1995, which includes
the consolidated statements of financial condition of the Holding Company and
subsidiary as of June 30, 1995 and 1994, and the related consolidated statements
of operations, stockholders' equity and cash flows for each of the three years
in the period ended June 30, 1995, together with the related notes and the
report of the independent auditors, Deloitte & Touche LLP, filed with the SEC on
December 8, 1995 (File No. 0-25664).
(b) The Form 10-Q reports filed by the Registrant for the fiscal
quarters ended September 30 and December 31, 1995 and March 31, 1996 (File No.
0-25664), filed with the SEC on November 14, 1995, February 14, 1996 and May 14,
1996, respectively.
(c) The description of Registrant's Common Stock contained in
Registrant's Form 8-A (File No. 0-25664), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Rule 12b-15 promulgated thereunder, declared effective on May 9, 1995, as
incorporated by reference from the Registrant's Registration Statement on Form
S-1 (SEC No. 33-90018) filed on March 6, 1995.
(d) All documents filed by the Registrant and the Plan (if applicable)
pursuant to Section 13(a) and (c), 14 and 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
(e) The Plan's Annual Report on Form 11-K/A for the plan year ended
December 31, 1995, which includes the Forms 5500 for the plan years ended
December 31, 1994 and 1995, filed with the SEC on July 19, 1996.
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Any statement contained in this Registration Statement, or in a
document incorporated or deemed to be incorporated by reference herein, shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plan has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware
(being Chapter 1 of Title 8 of the Delaware Code), Articles 10 and 11 of the
Registrant's Certificate of Incorporation provide as follows:
TENTH:
A. Each person who was or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she is or was a Director or an Officer of the
Corporation or is or was serving at the request of the Corporation as a
Director, Officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action in an official capacity as a Director, Officer,
employee or agent, or in any other capacity while serving as a Director,
Officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith; provided, however, that, except as
provided in Section C hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee only
if such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
B. The right to indemnification conferred in Section A of this Article TENTH
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or Officer (and not in any other capacity
in which service was or is rendered by such indemnitee,
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including, without limitation, services to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section or otherwise. The rights to indemnification and to the advancement
of expenses conferred in Sections A and B of this Article TENTH shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.
C. If a claim under Section A or B of this Article TENTH is not paid in full by
the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met any applicable standard for indemnification set forth in
the Delaware General Corporation Law. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the Delaware General Corporation Law, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses under this
Article TENTH, or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in
this Article TENTH shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Certificate
of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested
Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and
any Director, Officer, employee or agent of the Corporation or subsidiary or
Affiliate or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article TENTH with respect to the indemnification and
advancement of expenses of Directors and Officers of the Corporation.
ELEVENTH:
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A Director of this Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
Director, except for liability (i) for any breach of the Director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper personal
benefit. If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting
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the personal liability of Directors, then the liability of a Director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
The Registrant is also permitted to maintain directors' and officers'
liability insurance covering its directors and officers and has obtained a
directors' and officers' liability and corporation reimbursement policy which
(subject to certain limits and deductibles) (i) insures officers and directors
of the Registrant against loss arising from certain claims made against them by
reason of their being such directors or officers, and (ii) insures the
Registrant against loss which it may be required or permitted to pay as
indemnification due its directors or officers for certain claims.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
The exhibits filed pursuant to Item 601 of Regulation S-K as a part of this
Registration Statement are as follows:
(a) List of Exhibits (filed herewith unless otherwise noted)
4.1 Certificate of Incorporation of the Registrant(1)
4.2 Bylaws of the Registrant(1)
10 First Federal Savings and Loan Association of San Gabriel Valley
Employees' Savings and Profit Sharing Plan and Trust(2)
23 Consent of Deloitte & Touche LLP
24 Powers of Attorney (contained on the signature page)
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(1) Incorporated by reference to Exhibits 3.1 and 3.2, respectively, contained
in the Registration Statement on Form S-1 (SEC No. 33-90018) as amended,
declared effective by the SEC on May 9, 1995.
(2) Incorporated by reference to Exhibit 10.8 contained in the
Registration Statement on Form S-1 (SEC No. 33-90018) as amended, declared
effective by the SEC on May 9, 1995.
Pursuant to the requirements of Item 8 for Form S-8, the undersigned Registrant
hereby undertakes to submit the plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and to make all changes required by
the IRS in order to qualify the plan.
ITEM 9. UNDERTAKINGS.
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 a 20% change in the maximum aggregate
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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
unless the information required by (i) and (ii) is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference into
this 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a) or 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.
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.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, as amended, SGV
Bancorp, Inc. 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 West Covina, State of California, on
July 23, 1996.
SGV BANCORP, INC.
By:/s/ Barrett G. Andersen
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Barrett G. Andersen
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Barrett G. Andersen or Royce A. Stutzman, as the
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Title Date
---- ----- ----
/s/ Royce A. Stutzman Chairman of the Board of July 23, 1996
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Royce A. Stutzman
/s/ Barrett G. Andersen President and Chief July 23, 1996
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Barrett G. Andersen (principal executive officer)
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/s/ Ronald A. Ott Executive Vice President, July 23, 1996
- -------------------------- Chief Financial Officer
Ronald A. Ott and Treasurer
(principal accounting officer)
/s/ Irven G. Reynolds Director July 23, 1996
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Irven G. Reynolds
/s/ John D. Randall Director July 23, 1996
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John D. Randall
/s/ Benjamin S. Wong Director July 23, 1996
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Benjamin S. Wong
/s/ Thomas A. Patronite Director July 23, 1996
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Thomas A. Patronite
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of West Covina, State of California, on
July 23, 1996.
First Federal Savings and Loan Association of
San Gabriel Valley Employees' Savings & Profit
Sharing Plan and Trust
By: /s/ Edie J. Beachboard
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Edie J. Beachboard
Plan Administrator
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EXHIBIT 23 CONSENT OF DELOITTE & TOUCHE LLP
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
SGV Bancorp, Inc. on Form S-8 of our report dated August 25, 1995, appearing in
the Annual Report on Form 10-K/A of SGV Bancorp, Inc. for the year ended
June 30, 1995.
/s/ Deloitte & Touche LLP
Costa Mesa, California
July 19, 1996
