As filed with the Securities and Exchange Commission on July 19, 2013, Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRICO BANCSHARES
(Exact name of registrant as specified in its charter)
| California | 94-2792841 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
63 Constitution Drive, Chico, California 95973
(Address of principal executive offices)
TriCo Bancshares 2009 Equity Incentive Plan, as amended
(Full title of plan)
Thomas J. Reddish
Executive Vice President and Chief Financial Officer
TriCo Bancshares
63 Constitution Drive
Chico, CA 95973
(530) 898-0300
(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share(2) |
Proposed maximum aggregate offering price(2) |
Amount of registration fee | ||||
| Common Stock reserved for future issuance under the 2009 Equity Incentive Plan, as amended |
1,000,000 | $22.68 | $22,680,000 | $3,093.55 | ||||
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| (1) | In addition to the common stock set forth in the table, the amount to be registered includes an indeterminate number of shares issuable pursuant to stock splits and stock dividends in accordance with Rule 416. |
| (2) | Estimated solely for purposes of calculating the amount of the registration fee. The estimate is made pursuant to Rule 457(c) of the Securities Act and is based upon the $22.68 average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Global Select Market on July 18, 2013. The proposed maximum offering price is based on the 1,000,000 shares being registered and has been estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee. It is not known how many of these shares will be purchased or at what prices. |
STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8:
REGISTRATION OF ADDITIONAL SECURITIES
On July 2, 2009, TriCo Bancshares (the “Company”) filed a Registration Statement on Form S-8, File No. 333-160405 (the “2009 Form S-8”) registering 650,000 shares of the Company’s common stock for issuance under the TriCo Bancshares 2009 Equity Incentive Plan (the “Equity Plan.”) On May 9, 2013, the Company’s shareholders approved an amendment to the Equity Plan increasing the total number of shares of common stock available for issuance from 650,000 to 1,650,000. Pursuant to General Instruction E of Form S-8 and Rule 429 under of the Securities Act of 1933, as amended, this Registration Statement registers 1,000,000 additional shares of the Company’s common stock for issuance as authorized by the Equity Plan, as amended. The contents of the 2009 Form S-8 are incorporated herein by reference and made a part hereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference in this Registration Statement the following documents:
| (a) | the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 18, 2013; |
| (b) | the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, as filed with the Commission on May 10, 2013; |
| (c) | the Company’s current reports on Form 8-K filed with the Commission on January 29, 2013, February 12, 2013, March 7, 2013, April 4, 2013, April 30, 2013, May 14, 2013 and June 14, 2013 (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules); and |
| (c) | the description of the registrant’s common stock set forth in the Registration Statement on Form 8-A under Section 12(b) of the Exchange Act and any future amendment or report filed for the purpose of updating such description. |
All documents subsequently filed (but not those documents or portions thereof furnished but not filed, unless otherwise stated in such filings) by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit Index to this filing, which is incorporated by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Chico, State of California, on July 18, 2013.
| TRICO BANCSHARES | ||
| (Registrant) | ||
| By | /s/ Thomas J. Reddish | |
| Thomas J. Reddish Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
The officers and directors of TriCo Bancshares whose signatures appear below hereby constitute and appoint Richard P. Smith and Thomas J. Reddish, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8 for the TriCo Bancshares 2009 Equity Incentive Plan, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do everything necessary to accomplish the foregoing, as fully to all intents and purposes as he or she might or could do in person, and each of the undersigned does hereby ratify and confirm all that each of said attorneys and agents, or their substitutes, shall 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 on behalf of the registrant in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Richard P. Smith Richard P. Smith |
Director, President and Chief Executive Officer (Principal Executive Officer) |
July 18, 2013 | ||
| /s/ Thomas J. Reddish Thomas J. Reddish |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
July 18, 2013 | ||
| /s/ William J. Casey William J. Casey |
Chairman of the Board of Directors | July 18, 2013 | ||
| /s/ Donald J. Amaral Donald J. Amaral |
Director | July 18, 2013 | ||
| /s/ L. Gage Chrysler III L. Gage Chrysler III |
Director | July 18, 2013 | ||
| /s/ Craig S. Compton Craig S. Compton |
Director | July 18, 2013 | ||
| /s/ Cory W. Giese Cory W. Giese |
Director | July 18, 2013 | ||
| /s/ John S. A. Hasbrook John S. A. Hasbrook |
Director | July 18, 2013 | ||
| /s/ Michael W. Koehnen Michael W. Koehnen |
Director | July 18, 2013 | ||
| /s/ W. Virginia Walker W. Virginia Walker |
Director | July 18, 2013 | ||
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EXHIBIT LIST
| Exhibit |
Description | |
| 4 | TriCo Bancshares 2009 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on April 3, 2013) | |
| 5 | Opinion of Bingham McCutchen, LLP | |
| 23.1 | Consent of Counsel (included in Exhibit 5) | |
| 23.2 | Consent of Independent Registered Public Accounting Firm | |
| 23.3 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Power of Attorney (included in signature page) | |
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Exhibit 5
July 18, 2013
Trico Bancshares
63 Constitution Ave
Chico, California 95973
| Re: | Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to TriCo Bancshares, a California corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) under the rules of the U.S. Securities and Exchange Commission (the “SEC Rules”), relating to 1,000,000 shares of the Company’s common stock (the “Shares”) issuable under the Company’s 2009 Equity Incentive Plan, as amended (“Plan”).
As counsel to the Company, we have reviewed the corporate proceedings taken by the Company with respect to the authorization of the issuance of the Shares. We have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records, documents, agreements or other instruments of the Company and of public officials as we have deemed necessary or advisable for purposes of this opinion. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind) we have entirely relied upon certificates of officers of the Company, and have assumed, without independent inquiry, the accuracy of those certificates.
We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing a document. We have also assumed that the registration requirements of the SEC Rules and all applicable requirements of state laws regulating the sale of securities will have been duly satisfied. This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Subject to the foregoing, it is our opinion that the Shares have been duly authorized and, upon issuance of the Shares in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
This opinion is limited to the laws of the State of California and no opinion is expressed as to the laws of any other jurisdiction. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of the SEC Rules and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or SEC Rules.
| Very truly yours, |
| /s/ Bingham McCutchen LLP |
| Bingham McCutchen LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of TriCo Bancshares of our report dated March 18, 2013 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Trico Bancshares for the year ended December 31, 2012.
| /s/ Crowe Horwath LLP |
| Crowe Horwath LLP |
Sacramento, California
July 17, 2013
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2012, relating to the 2011 and 2010 consolidated financial statements, appearing in the Annual Report on Form 10-K of TriCo Bancshares for the year ended December 31, 2012.
| /s/ Moss Adams LLP |
| Moss Adams LLP |
Stockton, California
July 17, 2013