-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M1ZvUU+2Wa0vqTDDwqKe+mAwvLiu3adIWjJOLVRzojVXvGtiZ2QvFg32gZYUtXEf XAQ5EYjE9zhcVvKywYDNLA== 0001047469-03-026113.txt : 20030804 0001047469-03-026113.hdr.sgml : 20030804 20030804165644 ACCESSION NUMBER: 0001047469-03-026113 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030804 EFFECTIVENESS DATE: 20030804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107636 FILM NUMBER: 03821226 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 S-8 1 a2115769zs-8.htm S-8
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As filed with the Securities and Exchange Commission on August 4, 2003.

Registration No. 333-            



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


FIRST COMMUNITY BANCORP
(Exact Name of Registrant as Specified in Its Charter)

CALIFORNIA
(State or Other Jurisdiction of
Incorporation or Organization)
33-0885320
(IRS Employer Identification Number)

FIRST COMMUNITY BANCORP 2003 STOCK INCENTIVE PLAN
(Full Title of Plan)

6110 El Tordo
P.O. Box 2388
Rancho Santa Fe, California 92067
(858) 756-3023
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)


Jared M. Wolff
Executive Vice President, General Counsel and Secretary
120 Wilshire Boulevard
Santa Monica, California 90401
(310) 458-1521
(Name, address, including zip code, and telephone number,
including area code, of agent for service)


CALCULATION OF REGISTRATION FEE


Title of securities to be registered
  Amount to be
registered

  Proposed maximum
offering price per
unit(1)

  Proposed maximum
aggregate offering
price(1)

  Amount of registration fee

Common Stock, no par value   500,000   $32.48   $16,240,000   $1313.82


(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the common stock, no par value per share, of First Community Bancorp ("First Community") as reported on the NASDAQ National Market on August 1, 2003.





EXPLANATORY STATEMENT

        Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the First Community Bancorp 2003 Stock Incentive Plan, is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement (regarding incorporation by reference) set forth below, the required opinions and consents and the signature page.

        This registration statement hereby incorporates by reference the contents of First Community's earlier registration statement on Form S-8, Registration File No. 333-101025, filed with the Securities and Exchange Commission on November 5, 2002. After giving effect to this filing, an aggregate of 2,500,000 shares of First Community's common stock, no par value per share, have been registered for issuance pursuant to the First Community Bancorp 2003 Stock Incentive Plan.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 5.    Interests of Named Experts and Counsel.

        The validity of the securities offered hereby has been passed upon by Jared M. Wolff. Mr. Wolff is Executive Vice President, General Counsel and Secretary of the registrant. As of August 1, 2003, Mr. Wolff was deemed to be the beneficial owner of 645 shares of the registrant's common stock (including shares underlying options exercisable within 60 days). As an employee, Mr. Wolff has also been granted options to purchase 20,000 shares of the registrant's common stock and 25,000 shares of performance stock, pursuant to the registrant's 2003 Stock Incentive Plan.

    Item 8.    Exhibits.

        See the exhibit index that follows the signature page.

2



Signatures

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Santa Monica, State of California, on this 1st day of August, 2003.

    FIRST COMMUNITY BANCORP

 

 

By

/s/  
JARED M. WOLFF      
      Name: Jared M. Wolff
      Title: Executive Vice President, General Counsel and Secretary


Power Of Attorney

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew P. Wagner and Jared M. Wolff, and each of them, each with full power to act without the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue thereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
  Title
  Date

 

 

 

 

 
/s/  JOHN M. EGGEMEYER      
John M. Eggemeyer
  Director and Chairman of the Board   August 1, 2003

/s/  
MATTHEW P. WAGNER      
Matthew P. Wagner

 

President, Chief Executive Officer and Director (Principal Executive Officer)

 

August 1, 2003

/s/  
LYNN M. HOPKINS      
Lynn M. Hopkins

 

Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

August 1, 2003

/s/  
STEPHEN M. DUNN      
Stephen M. Dunn

 

Director

 

August 1, 2003
         

3



/s/  
BARRY C. FITZPATRICK      
Barry C. Fitzpatrick

 

Director

 

August 1, 2003

/s/  
CHARLES H. GREEN      
Charles H. Green

 

Director

 

August 1, 2003

/s/  
LEON KASSEL      
Leon Kassel

 

Director

 

August 1, 2003

/s/  
SUSAN E. LESTER      
Susan E. Lester

 

Director

 

August 1, 2003

/s/  
TIMOTHY B. MATZ      
Timothy B. Matz

 

Director

 

August 1, 2003

/s/  
DANIEL B. PLATT      
Daniel B. Platt

 

Director

 

August 1, 2003

/s/  
ROBERT A. STINE      
Robert A. Stine

 

Director

 

August 1, 2003

/s/  
DAVID S. WILLIAMS      
David S. Williams

 

Director

 

August 1, 2003

4



EXHIBIT INDEX

Exhibit No.
  Description

5.1   Opinion of Jared M. Wolff, Esq. as to the validity of the Common Stock.

23.1

 

Consent of KPMG LLP (independent auditors for First Community Bancorp).

23.2

 

Consent of Jared M. Wolff, Esq. (included in his opinion filed as Exhibit 5.1).

24.1

 

Power of Attorney (included on signature page of this registration statement).

5




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EXPLANATORY STATEMENT
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Signatures
Power Of Attorney
EXHIBIT INDEX
EX-5.1 3 a2115769zex-5_1.htm EXHIBIT 5.1

Exhibit 5.1

First Community Bancorp
6110 El Tordo, P.O. Box 2388
Rancho Santa Fe, California 92067

July 31, 2003

First Community Bancorp
6110 El Tordo, PO Box 2388
Rancho Santa Fe, California 92067

Ladies and Gentlemen:

        In connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 500,000 shares (the "Securities") of common stock, without par value, of First Community Bancorp, a California corporation (the "Company"), I, as General Counsel of the Company, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, I advise you that, in my opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, the terms of the sale of the Securities have been duly established in conformity with the Company's articles of incorporation and the First Community Bancorp 2003 Stock Incentive Plan, and the Securities have been duly issued and sold as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and non-assessable.

        The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of California, and I am expressing no opinion as to the effect of the laws of any other jurisdiction.

        I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

    Very truly yours,

 

 

/s/  
JARED M. WOLFF      
Jared M. Wolff
General Counsel


EX-23.1 4 a2115769zex-23_1.htm EXHIBIT 23.1
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Exhibit 23.1


Independent Auditors' Consent

The Board of Directors
First Community Bancorp:

We consent to incorporation by reference in the registration statement on Form S-8 of First Community Bancorp of our report dated March 14, 2003, relating to the consolidated balance sheets of First Community Bancorp and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of earnings, shareholders' equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2002, which report appears in the December 31, 2002 annual report on Form 10-K of First Community Bancorp filed on March 27, 2003.

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for goodwill and other intangibles in 2002.

                        /s/ KPMG LLP

San Diego, California
July 30, 2003




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Independent Auditors' Consent
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