-----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, Bi4esLcdwRrMD/kc3PllYtouFq+j8ZQkCG2gqPmoaDFM/QTsEBEn/rdDQksOgPMw wJ7XEgje6/r7pjitxSjHEg== 0001017062-98-001568.txt : 19980720 0001017062-98-001568.hdr.sgml : 19980720 ACCESSION NUMBER: 0001017062-98-001568 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980717 EFFECTIVENESS DATE: 19980717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PNB FINANCIAL GROUP CENTRAL INDEX KEY: 0000704693 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953847640 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-59357 FILM NUMBER: 98668249 BUSINESS ADDRESS: STREET 1: 4665 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7148511033 MAIL ADDRESS: STREET 1: 4665 MACARTHUR COURT CITY: NEWPORT BEACH STATE: CA ZIP: 92660 S-8 1 FORM S-8 PNB FINANCIAL GROUP As filed with the Securities and Exchange Commission on July 16, 1998 Registration No.________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PNB FINANCIAL GROUP ------------------- (Exact Name of Registrant as Specified in Its Charter) California -------------------------------------------------------------- (State or Other Jurisdiction of Incorporation or Organization) 95-3847640 ------------------------------------ (I.R.S. Employer Identification No.) 4665 MacArthur Court, Newport Beach, California 92660 --------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1995 INCENTIVE STOCK OPTION PLAN -------------------------------- (Full title of the plan) Doug L. Heller Pacific National Bank 4665 MacArthur Court, Newport Beach, California 92660 ----------------------------------------------------- (Name and Address of Agent For Service) (714) 851-1033 ------------------------------------------------------------- (Telephone Number, Including Area Code, of Agent For Service) CALCULATION OF REGISTRATION FEE =============================================================================== Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of To Be To Be Price per Offering Registration Registered Registered Share/(1)/ Price/(1)/ Fee - ------------------------------------------------------------------------------- Common Stock, no par value 50,000 shares $36.3125 $1,815,625 $550.19 =============================================================================== /(1)/ Computed pursuant to Rule 457(h) on the basis of the average of the bid and asked price of the Common Stock on July 14, 1998 =============================================================================== STATEMENT This Registration Statement relates to the registration of additional shares of the common stock of registrant reserved for issuance under the Registrant's 1995 Incentive Stock Option Plan. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 (SEC File #333-17997) filed by the Registrant with the Securities and Exchange Commission and effective on December 17, 1996 are hereby incorporated by reference herein. ITEM 8. The exhibits listed in the accompanying index to exhibits are filed or incorporated as a part of this Registration Statement. 2 EXHIBIT INDEX Exhibit No. Exhibit - ---------- ------- 5.1 Opinion of Day Campbell & McGill 23.1 Consent of Day Campbell & McGill (included in Exhibit 5.1). 23.2 Consent of McGladrey & Pullen, LLP, Independent Certified Public Accountants. 3 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 Newport Beach, State of California, on July 14, 1998. PNB FINANCIAL GROUP By: /s/ Allen C. Barbieri --------------------- Allen C. Barbieri President and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Signatures Title Date - ---------- ----- ---- /s/ Allen C. Barbieri President and Director July 14, 1998 - ------------------------- Allen C. Barbieri /s/ Bernard E. Schnieder Chairman of the Board July 14, 1998 - ------------------------- Bernard E. Schnieder /s/ Doug L. Heller Chief Financial Officer July 14, 1998 - ------------------------- Doug L. Heller /s/ Martin T. Hart Director July 14, 1998 - ------------------------- Martin T. Hart /s/ Barney Whitesell Director July 14, 1998 - ------------------------- Barney Whitesell /s/ Jon A. Salquist Director July 14, 1998 - ------------------------- Jon A. Salquist 4 EXHIBIT INDEX Exhibit No. Exhibit - ---------- ------- 5.1 Opinion of Day Campbell & McGill 23.1 Consent of Day Campbell & McGill (included in Exhibit 5.1). 23.2 Consent of McGladrey & Pullen, LLP, Independent Certified Public Accountants. EX-5.1 2 OPINION OF DAY CAMPBELL & MCGILL EXHIBIT 5.1 DAY, CAMPBELL & McGILL July 16, 1998 PNB Financial Group 4665 MacArthur Court Newport Beach, California 92660 Re: Registration Statement on Form S-8 for 1995 Incentive Stock ----------------------------------------------------------- Option Plan ----------- Ladies and Gentlemen: We have acted as counsel to PNB Financial Group, a California corporation (the "Company"), and in such capacity have examined the form of Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission by the Company on or about July 16, 1998, in connection with the registration under the Securities Act of 1933, as amended (the "Act") of up to 50,000 shares of common stock, no par value, of the Company (the "Shares"). The Shares are to be sold by the Company upon the exercise of stock options to be granted by the Company under its 1995 Incentive Stock Option Plan. The Shares will be offered and sold pursuant to the Company's Registration Statement. As counsel for the Company and for purposes of this opinion, we have made those examinations and investigations of legal and factual matters we deemed advisable, and have examined the originals, or copies certified to our satisfaction as being true copies of the originals, of those corporate records, certificates, documents and other instruments which we, in our judgment, have considered necessary or appropriate to enable us to render the opinion expressed below. For these purposes, we have relied, without independent investigation, upon certificates provided by public officials and by officers of the Company as to certain factual matters. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of documents submitted to us as certified or photostatic copies, and the authenticity of the originals of the latter documents. On the basis of the foregoing, and relying solely thereon, we are of the opinion that the Shares are duly authorized and, provided the Shares are issued, delivered and paid for in the manner and upon the terms contemplated by the Registration Statement, the Shares will be validly issued, fully paid and nonassessable. No opinion is expressed herein as to the application of state securities or Blue Sky laws. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, DAY CAMPBELL & McGILL /s/ Day Campbell & McGill EX-23.2 3 CONSENT OF MCGLADREY & PULLEN, INDEPENDENT CPA EXHIBIT 23.2 McGLADREY & PULLEN, LLP ----------------------- Certified Public Accountants CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement filed on approximately July 9, 1998 on Form S-8 covering the 1995 Incentive Stock Option Plan and related Prospectus of our report, dated January 29, 1998 with respect to the consolidated financial statements of PNB Financial Group and subsidiary included in the Company's Annual Report on Form 10-KSB for the years ended December 31, 1997 and 1996. /s/ McGladrey & Pullen, LLP Anaheim, California July 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----