-----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, CzS0kqPrPciXi/qW0RRpB4pfeG1Irv2DzXN14oQ1T+beujnNGQ1rx4HxvLEJC7yZ zsz9CPqTeNF91EnqRLhYsA== 0000940401-98-000002.txt : 19980319 0000940401-98-000002.hdr.sgml : 19980319 ACCESSION NUMBER: 0000940401-98-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980318 EFFECTIVENESS DATE: 19980318 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY AREA BANCSHARES CENTRAL INDEX KEY: 0000701153 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942779021 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48203 FILM NUMBER: 98568539 BUSINESS ADDRESS: STREET 1: 900 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 4153671600 MAIL ADDRESS: STREET 1: 900 VETERANS BLVD CITY: REDWOOD CITY STATE: CA ZIP: 94063 FORMER COMPANY: FORMER CONFORMED NAME: AREA FINANCIAL CORP DATE OF NAME CHANGE: 19890612 S-8 1 REGISTRATION STATEMENT Registration Statement No. ___________ As filed with the Securities and Exchange Commission on March 18, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ---------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BAY AREA BANCSHARES (Exact name of registrant as specified in its charter) California 94-2779021 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 900 Veterans Boulevard Redwood City, California 94063 (Address of Principal Executive Offices) Bay Area Bancshares 1993 Stock Option Plan (Full title of the plan) Anthony Gould Chief Financial Officer Bay Area Bancshares 900 Veterans Boulevard Redwood City, California 94063 (Name and address of agent for service) (650) 367-1600 (Telephone number, including area code, of agent of service) with copies to: Jay D. Pimentel Joan L. Grant c/o Haines, Brydon & Lea A Law Corporation 235 Pine Street, Suite 1300 San Francisco, California 94104 Telephone: (415) 981-1050
Calculation of Registration Fee Proposed Proposed maximum Title of Securities Amount to be maximum offering aggregate offering Amount of to be registered registered price per unit price registr. fee Stock options and 518,569(1) $29.75(2) $15,427,427.75 $4,551.09 Common Stock to be issued on exercise of stock options (1) The number of shares being registered consists of the number of shares for which options may be granted under the Plan, less the number of shares already registered under Registration Statement File No. 33-78242. (2) Under the Plan, the exercise price of an incentive option must not be less than the fair market value of the Registrant's common stock at the time the option is granted, and the exercise price of a non-incentive option must not be less that 85% of such fair market value. The proposed maximum offering price per share is estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based upon the bid price of $29.75 per share quoted by a market maker for the shares as of March 12, 1998.
This registration statement is filed for the purpose of registering options and shares underlying those options to be granted by the Registrant under its 1993 Stock Option Plan, as amended by Amendment No. 1 to that plan. Amendment No. 1 increased the number of shares for which options may be granted to 750,000, "provided, however, that at no time shall the total number of shares issuable upon exercise of all outstanding options, plus the total number of shares provided for under any compensation plan of the Corporation pursuant to which shares of stock may be issued to participants, exceed 30% of the then outstanding shares of the Corporation." See, Amendment No. 1 to the Plan at section 1 (amending section 2 of the Plan). Pursuant to General Instruction E of Form S-8, the contents of the Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, filed on April 28, 1994, as amended by Amendment No. 1 to that Registration Statement, filed on March 18, 1998, are hereby incorporated by reference into this Registration Statement. Item 8. Exhibits. 4.1 Bay Area Bancshares 1993 Stock Option Plan * 4.2 Amendment No. 1 to the Bay Area Banschares 1993 Stock Option Plan ** 4.3 Form of Incentive Stock Option Agreement (employees who are not directors) ** 4.4 Form of Incentive Stock Option Agreement (employees who are directors) ** 4.5 Form of Stock Option Agreement (nonemployee-directors or consultants) ** 5. Opinion of Haines, Brydon & Lea, a Law Corporation + 23.1 Consent of Haines, Brydon & Lea, a Law Corporation (contained in Exhibit 5) 23.2 Consent of Coopers & Lybrand + 24. Power of Attorney (contained in the signature page hereof) 99. Sections 204 and 317 of the California General Corporation Law, with respect to indemnification** * Incorporated by reference to the exhibit having the same number in the Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, filed on April 28, 1994. ** Incorporated by reference to the exhibit having the same number in Post-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, which was filed on March 18, 1998. + Filed herewith. Item 9. Undertakings. (a) The undersigned registrant hereby undertakes (1) to file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to include any additional or changed material information on the plan of distribution; (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 this offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (h) 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. 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 Redwood City, State of California, on March 9, 1998. BAY AREA BANCSHARES by /s/Robert R. Haight Robert R. Haight Chairman of the Board, President and Chief Executive Officer Each person whose signature appears below hereby authorizes Robert R. Haight and Anthony J. Gould and each and any of them, as attorneys-in-fact and agents, with full powers of substitution, to sign on his or her behalf, individually and in the capacities stated below, and to file any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents full power and authority to perform any other act on behalf of the undersigned. 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: Signature Title Date /s/Gary S. Goss Director and Secretary March 10, 1998 Gary S. Goss /s/Robert S. Haight Chairman of the Board of Directors March 9, 1998 Robert R. Haight President and Chief Executive Officer /s/Stanley A. Kangas Director March 9, 1998 Stanley A. Kangas /s/David J. Macdonald Director March 9, 1998 David J. Macdonald /s/Thorwald A. Madsen Director March 9, 1998 Thorwald A. Madsen /s/Dennis W. Royer Director March 3, 1998 Dennis W. Royer /s/Anthony J. Gould Anthony J. Gould Chief Financial (Accounting) Officer March 10, 1998 Exhibit Index 5. Opinion of Haines, Brydon & Lea, a Law Corporation 23.2 Consent of Coopers & Lybrand EX-5 2 EXHIBIT 5 Haines Brydon & Lea A Law Corporation 235 Pine Street, 13th Floor San Francisco, CA 94104 (415) 981-1050 (Telephone) (415) 989-3561 (Facsimile) March 17, 1998 Board of Directors Bay Area Bancshares 900 Veterans Boulevard Redwood City, CA 94063 Re: Bay Area Bancshares 1993 Stock Option Plan - Registration Statement on Form S-8 Dear Sirs: We have acted as counsel for Bay Area Bancshares (the "Corporation"), a California corporation, in connection with the offering by the Corporation of its common stock (the "Common Stock") pursuant to the Bay Area Bancshares 1993 Stock Option Plan. The Plan was amended in 1997 to increase the total number of shares from 231,431 to 750,000, provided, however, that at no time shall the total number of shares issuable upon exercise of all outstanding options, plus the total number of shares provided for under any compensation plan of the Corporation pursuant to which shares of stock may be issued to participants, exceed 30% of the then outstanding shares of the Corporation. This opinion covers the 518,569 shares recently added to the Plan. The issuance of shares previously authorized under the Plan are covered by our opinion letter dated April 26, 1994. For the purpose of rendering this opinion, we have reviewed and examined, among other related documents, originals, certified copies, or copies otherwise identified to our satisfaction as being true copies of originals of the following: (a) The Articles of Incorporation of the Corporation, as amended to date; (b) The Bylaws of the Corporation, as adopted by its Board of Directors, and as amended to date; (c) The Minutes of Meetings of the shareholders and of the Board of Directors of the Corporation from January 1, 1997 to the date hereof; and (d) The Bay Area Bancshares 1993 Stock Option Plan (the "Plan"), as amended to date. We have also examined and relied upon such corporate records of the Corporation and such certificates and representations of officers of the Corporation as we had deemed necessary under the circumstances. We have relied upon the authenticity of any document submitted to us as an original, the conformity to the original of any document submitted to us as a copy, and the genuineness of all signatures. On the basis of such review and examination and as a result of our consideration of such questions of law as we deem relevant, we are of the opinion that: 1.Bay Area Bancshares is a corporation validly existing and in good standing under the laws of the State of California; and 2. After the Registration Statement shall have become effective, and the provisions of the applicable state securities laws shall have been complied with, the shares of Common Stock issued upon the exercise of a Stock Option Agreement or an Incentive Stock Option Agreement, when issued in accordance with the terms of such agreement and pursuant to the Plan will be, under the laws of the State of California, legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the shares of Common Stock issued upon the exercise of a Stock Option Agreement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. This letter has been prepared at the request of Bay Area Bancshares and may not be relied upon by any other person for any other purpose without our prior written consent. Very truly yours, HAINES, BRYDON & LEA A Law Corporation /s/Jay D. Pimentel Jay D. Pimentel EX-23 3 EXHIBIT 23.2 Coopers & Lybrand L.L.P. a professional services firm CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Form S-8 of our report dated February 8, 1997, on our audit of the consolidated financial statements of Bay Area Bancshares as of December 31, 1996 and for the year then ended, appearing in the Annual Report on Form 10-K of Bay Area Bancshares for 1996. /s/Coopers & Lybrand L.L.P. San Francisco, California March 13, 1998 Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss limited liability association -----END PRIVACY-ENHANCED MESSAGE-----