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As filed with the Securities and Exchange Commission on June 26, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SGV BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 6035 95-4524789
(State of Incorporation) (Primary Standard (IRS Employer
Classification Code Number) Identification No.)
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)
SGV BANCORP, INC. 1995 MASTER STOCK OPTION PLAN
(Full Title of the Plan)
BARRETT G. ANDERSEN COPIES TO:
PRESIDENT AND CHIEF EXECUTIVE OFFICER JOSEPH G. PASSAIC, JR., ESQ.
SGV BANCORP, INC. WILLIAM E. DONNELLY, ESQ.
225 NORTH BARRANCA STREET MULDOON, MURPHY & FAUCETTE
WEST COVINA, CALIFORNIA 91791 5101 WISCONSIN AVENUE, N.W.
(818) 859-4200 WASHINGTON, D.C. 20016
(NAME, ADDRESS AND TELEPHONE (202) 362-0840
NUMBER 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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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share (2) Offering Price Fee
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Common Stock, 272,765
$.01 par value shares (3) $2,616,469 $9.60 $890.00
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(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the SGV Bancorp, Inc. 1995 Master Stock Option Plan (the "1995 Master Stock
Option Plan") as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of SGV Bancorp, Inc. pursuant to
17 C.F.R. ss.230.416(a).
(2) Weighted average determined by the average exercise price of $9.63 per
share at which options for 261,851 shares under the plan have been granted
as of June 21, 1996 and by $8.69, the market value of the Common Stock on
June 21, 1996, as determined by the average of the high and low prices
listed on the NASDAQ Stock Market as reported in the Wall Street Journal,
for 10,914 shares for which options have not yet been granted under the
plan.
(3) Represents the total number of shares currently reserved or available for
future issuance pursuant to the plan.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS.230.462.
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the 1995 Master Stock
Option Plan (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 REQUIRED IN THE REGISTRATION STATEMENT
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 the "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 Deloitte & Touche LLP, independent auditors
filed with the SEC (File No. 0-25664) on December 8, 1995.
(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 11, 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 pursuant to Section 13(a) and
(c), 14 or 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.
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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:
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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
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Director or Officer (and not in any other capacity in which service was or is
rendered by such indemnitee, 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.
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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 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 with or incorporated by reference into this Registration
Statement on Form S-8 pursuant to Item 601 of Regulation S-K as 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)
5 Opinion of Muldoon, Murphy & Faucette as to the legality of the Common
Stock registered hereby.
10 SGV Bancorp, Inc. 1995 Master Stock Option Plan.(2)
23.1 Consent of Muldoon, Murphy & Faucette (contained in the opinion
included as Exhibit 5).
23.2 Consent of Deloitte & Touche LLP.
24 Powers of Attorney (contained on the signature pages).
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(1) Incorporated herein by reference from Exhibits 3.1 and 3.2,
respectively, contained in the Registration Statement on Form S-1 (SEC
No. 33-90018), as amended and declared effective by the Securities and
Exchange Commission on May 9, 1995.
(2) Incorporated herein by reference from the Definitive Proxy Material for
the Registrant's Annual Meeting of Shareholders held January 17, 1996,
as filed with the Securities and Exchange Commission on December 7,
1995.
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; 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
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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 trustees, 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 trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, 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 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
June 26, 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 June 26, 1996
- --------------------------- Directors
Royce A. Stutzman
/s/ Barrett G. Andersen President and Chief June 26, 1996
- --------------------------- Executive Officer
Barrett G. Andersen (principal executive officer)
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/s/ Ronald A. Ott Executive Vice President, June 26, 1996
- --------------------------- Chief Financial Officer
Ronald A. Ott and Treasurer
(principal accounting
officer)
/s/ Irven G. Reynolds Director June 26, 1996
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/s/ John D. Randall Director June 26, 1996
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John D. Randall
/s/ Benjamin S. Wong Director June 26, 1996
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Benjamin S. Wong
/s/ Thomas A. Patronite Director June 26, 1996
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Thomas A. Patronite
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EXHIBIT 5 OPINION OF MULDOON, MURPHY & FAUCETTE
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June 26, 1996
Board of Directors
SVG Bancorp, Inc.
225 North Barranca Street
West Covina, California 91791
Re: SGV Bancorp, Inc. 1995 Master Stock Option Plan -
Registration Statement on Form S-8 for 272,765 Shares of
Common Stock
Gentlemen:
We have acted as counsel for SGV Bancorp, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
on Form S-8 of 272,765 shares of the Company's Common Stock, $.01 par value (the
"Shares"), to be issued under the SGV Bancorp, Inc. 1995 Master Stock Option
Plan (the "Plan").
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable for the purpose of rendering this opinion. In
our examination, we have assumed and have not verified (i) the genuineness of
all signatures, (ii) the authenticity of all documents submitted to us as
originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law and
the facts as they exist on the date hereof, it is our opinion that the Shares
reserved under the Plan have been duly authorized and upon the issuance of the
Shares in the manner described in the Plan, will be legally issued, fully paid
and nonassessable. The following provisions of the Company's Certificate of
Incorporation may not be given effect by a court applying Delaware law, but in
our opinion the failure to give effect to such provisions will not affect the
duly authorized, validly issued, fully paid and nonassessable status of the
Shares:
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(1) (a) Subsections C.3 and C.6 of Article FOURTH and Section D of
Article EIGHTH, which grant the Board of Directors of the Company
("Board") the authority to construe and apply the provisions of
those Articles, Subsection C.4 of Article FOURTH, which grants
authority to the Board to determine whether a stockholder owns
shares in excess of the Limit, and the provision of Subsection
C.7 of Article EIGHTH empowering the Board to determine the Fair
Market Value of property offered or paid for the Company's stock
by an Interested Stockholder, to the extent, if any, that a court
applying Delaware law were to impose equitable limitations upon
the authority of the directors of the Company under such
provisions; and
(b) Article NINTH of the Certificate of Incorporation, which
authorizes the Board to consider the effect of any offer to
acquire the Company on constituencies other than stockholders in
evaluating any such offer.
This opinion is based upon the facts and law as they exist on the date
hereof. We assume no obligation to update this opinion or advise you of any
events that occur subsequent to the date of this opinion. This opinion is being
furnished to you solely in response to the requirement contained in Item 601 of
Regulation S-K for your benefit and may not be relied upon by any other person
or for any other purpose, and it should not be quoted in whole or in part or
otherwise referred to or furnished to any other person or entity without the
prior written consent of this firm. We hereby consent to the filing of this
opinion as an exhibit to the Company's Registration Statement on Form S-8. We
note that, although certain portions of the Registration Statement (the
financial statements and schedules) have been included therein on the authority
of "experts" within the meaning of the Securities Act, we are not such experts
with respect to any portion of the Registration Statement, including without
limitation the financial statements or schedules or the other financial
information or data included therein.
Very truly yours,
/S/ MULDOON, MURPHY & FAUCETTE
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MULDOON, MURPHY & FAUCETTE
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EXHIBIT 23 CONSENT OF DELOITTE & TOUCHE LLP
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INDEPENDENT AUDITOR'S 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
- -------------------------
Deloitte & Touche LLP
Costa Mesa, California
June 24, 1996
