-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, l7zvjfaYTCHIhq3wMtzw9R/C1/NzRLj6/cCIqNdKIzl10WI1CU5gCCdqSr5jmJmh uJxCxR/Bb/T73f6MjL6yDA== 0000702147-95-000007.txt : 19950531 0000702147-95-000007.hdr.sgml : 19950531 ACCESSION NUMBER: 0000702147-95-000007 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950530 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SDNB FINANCIAL CORP CENTRAL INDEX KEY: 0000702147 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953725079 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-58379 FILM NUMBER: 95543041 BUSINESS ADDRESS: STREET 1: 1420 KETTNER BLVD CITY: SAN DIEGO STATE: CA ZIP: 92101 BUSINESS PHONE: 6192331234 MAIL ADDRESS: STREET 1: P O BOX 12605 CITY: SAN DIEGO STATE: CA ZIP: 92112-3605 S-3/A 1 As filed with the Securities and Exchange Commission on May 26, 1995 Registration No. 33-58379 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SDNB FINANCIAL CORP. (Exact name of registrant as specified in its charter) California 95-3725079 (State or other (I.R.S. Employer jurisdiction of Identification incorporation or Number) organization) 1420 Kettner Boulevard San Diego, California 92101 (619) 233-1234 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) Murray L. Galinson President and Chief Executive Officer 1420 Kettner Boulevard San Diego, California 92101 (619) 233-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) With Copies to: Lawrence M. Sherman, Esq. Theodore G. Johnsen, Esq. Sherman & Eggers, P.C. Arnold & Porter 350 West Ash Street, Suite 1100 777 South Figueroa Street San Diego, California 92101 Los Angeles, California 90017-2513 (619) 338-4900 (213) 243-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [] 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. []
CALCULATION OF REGISTRATION FEE Title of class Proposed maximum Proposed maximum of securities Amount to offering price aggregate offering Amount of to be registered be registered per security price registration fee Common Stock (no par value) 769,582 $4.34 $3,339,986 $1,151.72 Subscription Rights to purchase Common Stock 769,582 (2) (2) None 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 the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. (1) Estimated solely for the purpose of calculating the registration fee. (2) No separate consideration will be received for the Subscription Rights. (3) 1/29 of 1% of the proposed maximum aggregate offering price. Previously paid.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution Securities and Exchange Commission registration fee $1,151.72 Fees and expenses of Subscription Agent, Transfer Agent, and Registrar 10,000.00 Printing and engraving expenses 5,000.00* Legal fees and expenses $175,000.00* Accounting fees and expenses 10,000.00* Blue Sky fees and expenses $8,000.00* Fees and expenses of Company's Financial Advisor $35,000.00 Fees and expenses of the Information Agent $ 6,000.00 NASDAQ/NMS Listing Fees $17,500.00* Miscellaneous expenses $82,348.28* Total $350,000.00* ________________ * Estimated Item 15. Indemnification of Directors and Officers The Company has adopted provisions in its Restated Articles of Incorporation which provide for indemnification of its officers and directors in excess of the indemnification expressly permitted by Section 317 of the California General Corporation Law, as amended (the "Code"), subject to applicable limits in the Code with respect to breach of duty to the Company and its shareholders. As authorized by the Code, the Restated Articles of Incorporation limit the liability of directors to the Company for monetary damages. The effect of this provision is to eliminate the rights of the Company and its shareholders (through shareholders' derivative suits on behalf of the Company) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent behavior) except in certain limited situations. This provision does not limit or eliminate the rights of the Company or any shareholder to seek non-monetary relief such as an injunction or rescission in the event of a breach of a director's duty of care. These provisions will not alter the liability of directors under federal securities laws. In addition, the Company has entered into Indemnification Agreements with each director and executive officer which provide that the Company shall indemnify such directors and executive officers to the fullest extent authorized by the Code. The Company and its directors and officers are also insured up to $3 million for liability arising from claims against the Company's directors and officers in their capacities as such. Item 16. Exhibits 3(a)* Restated Articles of Incorporation, as amended (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1988, SEC File No. 0-11117). 3(b)* Bylaws, as amended through May 18, 1988 (incorporated by reference from the Company's Annual Report on Form 10-K for the year ended December 31, 1988, SEC File No. 0-11117). 4* Common Stock Specimen Certificate (incorporated by reference from the Company's Registration Statement on Form S-14, filed April 27, 1982, SEC File No. 2-77187). 5* Opinion of Arnold & Porter, dated May 24, 1995. 23(a) Consent of Coopers & Lybrand L.L.P., dated May 26, 1995. 23(b)* Consent of Arnold & Porter (included as part of Exhibit 5). EX-23 2 Exhibit 23(a) CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of SDNB Financial Corp. (the "Company") on Form S-3 of our report, which includes an explanatory paragraph related to the outcome of litigation, dated February 17, 1995, on our audits of the consolidated financial statements of the Company as of December 31, 1994 and 1993, and for each of the three years in the period ended December 31, 1994, which report is included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. We also consent to the reference to our firm under the caption "Experts." /s/ COOPERS & LYBRAND L.L.P. San Diego, California May 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----