-----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, MiWIrajAnXYRjfetQRaWFN59qPZI9arMBPeif0zV8V0iN//a8+oCpu9GicObsInT IK1CLSY7nWfuIlR5PVZOlA== 0001017062-97-001748.txt : 19970925 0001017062-97-001748.hdr.sgml : 19970925 ACCESSION NUMBER: 0001017062-97-001748 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970924 EFFECTIVENESS DATE: 19970924 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: 333-36255 FILM NUMBER: 97684674 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 1995 INCENTIVE STOCK OPTION PLAN As filed with the Securities and Exchange Commission on September 22, 1997 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) Douglas 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 150,000 shares $16.81 $2,521,875 $764.20 =======================================================================================
/(1)/ Pursuant to Rules 457(c) and 457(h), the offering price and registration fee is computed on the basis of the average of the bid and the ask prices in the over-the-counter market as reported for September 19, 1997. 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 September 19, 1997. 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 September 19, 1997 - ---------------------------- Allen C. Barbieri /s/ Bernard E. Schnieder Chairman of the Board September 19, 1997 - ---------------------------- Bernard E. Schnieder /s/ Doug L. Heller Chief Financial Officer September 19, 1997 - ---------------------------- Doug L. Heller /s/ Martin T. Hart Director September 19, 1997 - ---------------------------- Martin T. Hart /s/ G. Mitchell Morris Director September 19, 1997 - ---------------------------- G. Mitchell Morris /s/ Jon A. Salquist Director September 19, 1997 - ---------------------------- Jon A. Salquist
4 EX-5.1 2 OPINION OF DAY CAMPBELL & MCGILL EXHIBIT 5.1 DAY, CAMPBELL & McGILL September 19, 1997 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 September 27, 1993, in connection with the registration under the Securities Act of 1933, as amended (the "Act") of up to 150,000 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 INDEPENDENT ACCOUNTANTS 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 September 18, 1997 on Form S-8 covering the 1995 Incentive Stock Option Plan and related Prospectus of our report, dated January 22, 1997 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, 1996 and 1995. /s/ McGladrey & Pullen, LLP Anaheim, California September 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----