SB-2/A

QuickLinks -- Click here to rapidly navigate through this document

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 2004

REGISTRATION NO. 333-118859

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 3
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PACIFIC COAST NATIONAL BANCORP
(Name of small business issuer in its charter)

CALIFORNIA
(State or other jurisdiction of
incorporation or organization) 6021
(Primary Standard Industrial
Classification Code Number) 61-1453556
(I.R.S. Employer
Identification Number)

1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310
(949) 361-4300
(Address and telephone number of principal executive offices and principal place of business)

MICHAEL S. HAHN
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310
(949) 361-4300
(Name, address and telephone number of agent for service)

Copies to:
PETER G. WEINSTOCK Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 2900 Dallas, Texas 75202-2799 (214) 855-4746 pweinstock@jenkens.com	GEOFFREY S. KAY Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 2900 Dallas, Texas 75202-2799 (214) 855-4158 gkay@jenkens.com

Approximate date of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price(1)	Amount of registration fee(6)
Shares of common stock, $0.01 par value	1,900,000	$10.00	$19,000,000	$2,407.30
Rights to purchase shares of common stock	380,000(2)	$12.50	(3)	$0(3)
Shares of common stock, $0.01 par value	380,000	$12.50(4)	$4,750,000	$601.83
Rights to purchase shares of common stock	234,000(5)	$10.00	(3)	$0(3)
Shares of common stock, $0.01 par value	234,000	$10.00(4)	$2,340,000	$296.48

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2)

Warrants to purchase an aggregate of up to 380,000 shares of common stock at an exercise price of $12.50 per share will be issued to the initial shareholders of the registrant in connection with this offering.

(3)

Pursuant to Rule 457(g), no separate registration fee is required for the rights.

(4)

Represents the exercise price per share for each warrant.

(5)

Warrants to purchase an aggregate of up to 234,000 shares of common stock at an exercise price of $10.00 per share will be issued to the organizers of the registrant in connection with this offering.

(6)

Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Consistent with the applicable provisions of the laws of California, the registrant's articles of incorporation provide generally that the registrant shall indemnify and hold harmless each of its directors and executive officers and may indemnify any other person acting on our behalf in connection with any actual or threatened action, proceeding or investigation, subject to limited exceptions. However, the registrant will not indemnify any person from or against expenses, liabilities, judgments, fines, penalties or other payments resulting from an administrative proceeding in which civil money penalties are imposed by an appropriate regulatory agency or other matters for which the person is determined to be liable for willful or intentional misconduct in the performance of his duty to the corporation, unless and only to the extent that a court shall determine indemnification to be fair despite the adjudication of liability.

        In addition, the registrant's articles of incorporation, subject to exceptions, eliminates the potential personal liability of a director for monetary damages to the registrant and to the shareholders of the registrant for breach of a duty as a director. There is no release of liability for (1) a breach of a director's duty of loyalty to the registrant or its shareholders, (2) an act or omission not in good faith that constitutes a breach of the duty of the director to the registrant or an act or omission that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office or (4) an act or omission for which the liability of a director is expressly provided for by statute. The articles of incorporation also contain a provision that, in the event that California law is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors or eliminating or limiting the personal liability of officers, the liability of a director or officer of the registrant will be eliminated or limited to the fullest extent permitted by law. The articles of incorporation do not eliminate or limit the right of the registrant or its shareholders to seek injunctive or other equitable relief not involving monetary damages.

ITEM 25.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        Estimated expenses, other than underwriting discounts and commissions, of the sale of the registrant's common stock, $0.01 par value, are as follows:

Securities and Exchange Commission registration fee		$	3,271
Blue sky fees and expense		$	2,000
Other offering expenses		$	338,772
	Total	$	344,043

ITEM 26.    RECENT SALES OF UNREGISTERED SECURITIES.

        None.

ITEM 27.    EXHIBITS

NUMBER	DESCRIPTION
3.1	Articles of incorporation*
3.2	Bylaws*
4.1	Specimen common stock certificate*
4.2	See Exhibits 3.1 and 3.2 for provisions of the articles of incorporation and bylaws defining rights of holders of the common stock
5.1	Legal opinion of Jenkens & Gilchrist, P.C., dated as of November 9, 2004

10.1	Form of engagement letter for consulting services by and between Bankmark & Financial Marketing Services and Pacific Coast National Bancorp, regarding marketing*
10.2	Form of engagement letter for consulting services by and between Bankmark & Financial Marketing Services and Pacific Coast National Bancorp, regarding regulatory application*
10.4	Form of Pacific Coast National Bancorp Organizers' Warrant Agreement*
10.5	Form of Pacific Coast National Bancorp Shareholders' Warrant Agreement*
10.6	Pacific Coast National Bancorp 2004 Stock Incentive Plan +*
10.7	Form of Employment Agreement by and between Pacific Coast National Bancorp and Michael Hahn +*
10.8	Form of Employment Agreement by and between Pacific Coast National Bancorp and Richard Grinyer +*
10.9	Form of Employment Agreement by and between Pacific Coast National Bancorp and Colin Forkner +*
10.10	Form of Employment Agreement by and between Pacific Coast National Bancorp and Terry Stalk +*
10.11	Consulting Agreement by and between Pacific Coast National Bancorp and Michael Hahn +*
10.12	Consulting Agreement by and between Pacific Coast National Bancorp and GRCAC, LLC +*
10.13	Consulting Agreement by and between Pacific Coast National Bancorp and Colin Forkner +*
10.14	Consulting Agreement by and between Pacific Coast National Bancorp and Terry Stalk +*
10.15	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Michael Hahn +*
10.16	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and GRCAC, LLC +*
10.17	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Colin Forkner +*
10.18	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Terry Stalk +*
23.1	Consent of Vavrinek, Trine, Day & Co., LLP, dated November 5, 2004**
23.2	Consent of Jenkens & Gilchrist, P.C. (contained in Exhibit 5.1)
24.1	Power of attorney (appears on the signature pages to the Registration Statement on Form SB-2)
99.1	Subscription Agreement (see Appendix A of the prospectus)

+

Indicates a compensatory plan or contract.

*

Previously filed as an exhibit to the registration statement filed September 8, 2004.

**

Previously filed as an exhibit to the registration statement filed November 5, 2004.

ITEM 28.    UNDERTAKINGS.

        The undersigned registrant hereby undertakes as follows:

        (a)   (1)    To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to:

          (i)  Include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  Reflect in the prospectus any facts or events which, individually or together, 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 offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

        (iii)  Include any additional or changed material information on the plan of distribution.

        (2)   For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered and the offering of the securities at that time to be the initial bona fide offering.

        (3)   File a post-effective amendment to remove from registration any of the securities being registered that remain unsold at the end of the offering.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

        In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned in the City of San Clemente, State of California, on November 9, 2004.

PACIFIC COAST NATIONAL BANCORP
By:	/s/  COLIN FORKNER Colin Forkner Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the signature page to this Registration Statement constitutes and appoints Michael S. Hahn 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 to this Registration Statement (as well as any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits hereto and other documents in connection herewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to 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 substitute or substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/  MICHAEL S. HAHN Michael Hahn	Director	November 9, 2004
/s/  COLIN FORKNER* Colin Forkner(1)	Director	November 9, 2004
/s/  MICHAEL CUMMINGS* Michael Cummings	Director	November 9, 2004
/s/  DAVID E. DAVIES* David E. Davies	Director	November 9, 2004
/s/  FRED A. DEBOOM* Fred A. deBoom	Director	November 9, 2004
/s/  RICHARD GRINYER* Richard Grinyer	Director	November 9, 2004
/s/  DENNIS LINDEMAN* Dennis Lindeman	Director	November 9, 2004

/s/  DAVID JOHNSON* David Johnson	Director	November 9, 2004
/s/  DONALD R. MEALING* Donald R. Mealing	Director	November 9, 2004
/s/  DENIS H. MORGAN* Denis H. Morgan	Director	November 9, 2004
/s/  JAMES W. SHUTE* James W. Shute	Director	November 9, 2004
/s/  JOHN VUONA* John Vuona	Director	November 9, 2004
/s/  TERRY STALK* Terry Stalk(2)	Principal Financial Officer	November 9, 2004

By:
/s/  MICHAEL S. HAHN Michael S. Hahn
Attorney In Fact

(1)

Principal executive officer

(2)

Principal financial and accounting officer

QuickLinks

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
ITEM 27. EXHIBITS
ITEM 28. UNDERTAKINGS.

SIGNATURES
POWER OF ATTORNEY

EX-5.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 5.1

	Jenkens & Gilchrist A    P R O F E S S I O N A L    C O R P O R A T I O N 1445 ROSS AVENUE SUITE 3200 DALLAS, TEXAS 75202 (214) 855-4500 FACSIMILE (214) 855-4300 www.jenkens.com	Austin, Texas (512) 499-3800 Chicago, Illinois (312) 425-3900 Houston, Texas (713) 951-3300 Los Angeles, California (310) 820-8800 New York, New York (212) 704-6000 Pasadena, California (626) 578-7400 San Antonio, Texas (210) 246-5000 Washington, D.C. (202) 326-1500
November 9, 2004

Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310

Re:

Registration Statement on Form SB-2

Ladies and Gentlemen:

        We have acted as counsel to Pacific Coast National Bancorp, a California corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's registration statement on Form SB-2 (the "Registration Statement"), of (i) 1,900,000 shares of common stock, $0.01 par value per share (the "Common Stock"), of the Company (the "Shares"), (ii) warrants to purchase up to 234,000 shares of Common Stock ("Organizer Warrants") (iii) the Common Stock issuable upon the exercise of the Organizer Warrants, (iv) warrants to purchase up to 380,000 shares of Common Stock ("Investor Warrants"), and (v) the Common Stock issuable upon the exercise of the Investor Warrants.

        In this capacity, we have examined (1) the Registration Statement, which is to be filed with the Securities and Exchange Commission (the "Commission") on the date hereof, (2) the articles of incorporation of the Company, (3) the bylaws of the Company, and (4) originals or copies, certified or otherwise identified to our satisfaction, of corporate records, agreements, documents and other instruments of the Company relating to the authorization and issuance of the Shares, the Organizer Warrants, the shares issuable thereunder, the Investor Warrants and the shares issuable thereunder.

        In conducting our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. As to various questions of fact material to this opinion letter, and as to the content and form of the articles of incorporation, bylaws, minutes, records, resolutions and other documents or writings of the Company, this firm has relied, to the extent it deems reasonably appropriate, upon representations and certificates of officers or directors of the Company and upon documents, records and instruments furnished to this firm by the Company, without independent check or verification of their accuracy.

        Based upon the foregoing, and in reliance thereon, and subject to the limitations and qualifications set forth herein, we are of the opinion that (A) the Shares, Investor Warrants and Organizer Warrants are duly authorized, (B) when the Shares and Investor Warrants are issued and delivered to investors, and the Organizer Warrants are issued and delivered to the organizers, all as described in the Registration Statement, the Shares, Investor Warrants and Organizer Warrants will be legally and validly issued, and the Shares will be fully paid and non-assessable, and (C) and assuming that: (i) the shares of Common Stock to be issued pursuant to the Investor Warrants and the Organizer Warrants are issued pursuant to the terms thereof, (ii) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares of Common Stock available for issuance to those persons who purchase shares through the exercise of Investor Warrants and/or Organizer Warrants, and (iii) the consideration for the shares of Common Stock issued pursuant to the Investor Warrants and Organizer Warrants is actually received by the Company as provided in the Investor Warrants and Organizer Warrants and exceeds the par value of such shares, then the shares of Common Stock issued upon the due and valid exercise of the Investor Warrants and Organizer Warrants will be duly and validly issued, fully paid and nonassessable.

        We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and the State of California.

        This firm hereby consents to the filing of this opinion letter as an exhibit to the Registration Statement and to references to our firm included in or made a part of the Registration Statement. In giving this consent, this firm does not admit that it comes within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

JENKENS & GILCHRIST,
a Professional Corporation

/s/ Jenkens & Gilchrist, P.C.

Page 2

QuickLinks

Exhibit 5.1

CORRESP

November 9, 2004

VIA EDGAR and facsimile
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

Re:

Pacific Coast National Bancorp
File No. 333-118859

Attention: Kathryn McHale

Ladies and Gentlemen:

        With respect to the above-captioned Registration Statement, Pacific Coast National Bancorp, as the registrant, acknowledges its responsibilities under the Securities Act of 1933, as amended (the "Securities Act"), as they relate to the proposed public offering of the securities being specified in the Registration Statement, and requests, pursuant to Rule 461 of Regulation C promulgated under the Securities Act, that the effectiveness of the Registration Statement filed with the Securities and Exchange Commission on September 8, 2004, as amended, be accelerated so that the Registration Statement will become effective on November 10, 2004 or as soon thereafter as practicable.

        In connection with the foregoing request for accelerated effectiveness, the registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;



•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and



•

the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        We would appreciate your communicating to us, via Geoffrey S. Kay, Jenkens & Gilchrist, P.C., as counsel to the registrant, at (214) 855-4158, confirmation of the declaration of effectiveness of the Registration Statement.

        Please do not hesitate to contact us if you have any questions or comments regarding any of the matters described herein or if we may be of further assistance.

Very truly yours,

/s/ Colin Forkner

Colin Forkner

CORRESP

Geoffrey S. Kay
(214) 855-4158
gkay@jenkens.com Jenkens & Gilchrist
A    P R O F E S S I O N A L    C O R P O R A T I O N

1445 ROSS AVENUE
SUITE 3200
DALLAS, TEXAS 75202

(214) 855-4500
FACSIMILE (214) 855-4300

www.jenkens.com Austin, Texas
(512) 499-3800
Chicago, Illinois
(312) 425-3900
Houston, Texas
(713) 951-3300
Los Angeles, California
(310) 820-8800
New York, New York
(212) 704-6000
Pasadena, California
(626) 578-7400
San Antonio, Texas
(210) 246-5000
Washington, D.C.
(202) 326-1500

November 9, 2004

VIA EDGAR and Federal Express
United States Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549

Re:

Pacific Coast National Bancorp
Form SB-2 filed on September 8, 2004
File No. 333-118859

Attention: Kathryn McHale

Ladies and Gentlemen:

        On behalf of our client, Pacific Coast National Bancorp, we are filing with the Securities and Exchange Commission by electronic transmission Amendment No. 3 to the above-referenced Form SB-2. The referenced amendment is being filed with respect to Part II to update the legal opinion attached as Exhibit 5.1. Please do not hesitate to contact us if you have any questions or comments regarding any of the matters described herein or if we may be of further assistance.

Very truly yours,

/s/ Geoffrey S. Kay

Geoffrey S. Kay

Enclosure

cc:

Michael Hahn