-----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, CnCng0WWQ6J+p3aFsxHXlNzZka8TUGeFRrQ0Y7qhVByELbYXnkDUHFQFl65+XVyk hx8rXHmEu/oHYdxtoc9ZrA== /in/edgar/work/20000727/0001095811-00-002137/0001095811-00-002137.txt : 20000921 0001095811-00-002137.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002137 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000727 EFFECTIVENESS DATE: 20000727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000718903 STANDARD INDUSTRIAL CLASSIFICATION: [6022 ] IRS NUMBER: 953815805 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 033-57586 FILM NUMBER: 679918 BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 9095999351 MAIL ADDRESS: STREET 1: 510 S. GRAND AVENUE CITY: GLENDORA STATE: CA ZIP: 91741 S-8 POS 1 s-8pos.txt POST EFFECTIVE AMENDMENT NO.1 TO FORM S-8 1 As Filed With the Securities and Exchange Commission on July 27, 2000 Registration No. 33-57586 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- FOOTHILL INDEPENDENT BANCORP (Exact name of registrant as specified in its charter) DELAWARE 95-3815805 (State or other jurisdiction) (I.R.S. Employer of incorporation or organization Identification No.) 510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA 91741 (Address of Principal Executive Offices) (Zip Code) ---------- PARTNERS IN YOUR FUTURE (Full title of the plan) ---------- George E. Langley, President and Chief Executive Officer Foothill Independent Bancorp 510 South Grand Avenue Glendora, California 91741 (Name and address of agent for service) (909) 599-9351 (Telephone number, including area code, of agent for service) Copy to: Ben A. Frydman, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The contents of the Foothill Independent Bancorp, a California corporation's Registration Statement on Form S-8 (Registration No. 33-57586) (the "Form S-8") are incorporated herein by reference. The Registrant hereby adopts the Form S-8 as its own registration statement for all purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. The description of the Registrant's Common Stock which is contained in the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000, including any amendment or report filed for purpose of updating such description, is incorporated herein by reference. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement: Number Description ------ ----------- 5.1 Opinion of Counsel to the Company re: Legality. 23.1 Consent of Counsel to the Company (included in Exhibit 5.1). 23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent accountants. 24.1 Power of Attorney.* - ------------------ (*) Previously filed. 2 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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendora, State of California, on this 26th day of July, 2000. FOOTHILL INDEPENDENT BANCORP By: /s/ George E. Langley ------------------------------------- George E. Langley President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 as been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ George E. Langley President, Chief Executive July 26, 2000 - ---------------------------------- Officer (Principal Executive George E. Langley Officer) and Director /s/ Carol Ann Graf Chief Financial Officer July 26, 2000 - ---------------------------------- (Principal Financial and Carol Ann Graf Accounting Officer) /s/ William V. Landecena Chairman of the Board of July 26, 2000 - ---------------------------------- Directors William V. Landecena /s/ Richard Galich Director July 26, 2000 - ---------------------------------- Richard Galich /s/ O. L. Mestad Director July 26, 2000 - ---------------------------------- O. L. Mestad /s/ George Sellers Director July 26, 2000 - ---------------------------------- George Sellers
(signatures continued next page) S-1 4
Signature Title Date --------- ----- ---- /s/ Max E. Williams Director July 26, 2000 - ---------------------------------- Max E. Williams /s/ Donna L. Miltenberger Executive Vice President and July 26, 2000 - ---------------------------------- Director Donna L. Miltenberger
S-2 5 EXHIBIT INDEX Exhibit Number Description ------- ----------- 5.1 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant. 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in Exhibit 5.1). 23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent accountants. 24.1 Power of Attorney.* - -------------- (*) Previously filed. EX-5.1 2 ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 [STRADLING YOCCA CARLSON & RAUTH LETTERHEAD] OPINION OF COUNSEL RE: LEGALITY July 27, 2000 Foothill Independent Bancorp 510 South Grand Avenue Glendora, California 91741 RE: Partners in Your Future Form S-8 Registration Statement (Registration No. 33-57586) Ladies and Gentlemen: At your request, we have examined the form of Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the "Registration Statement") being filed by Foothill Independent Bancorp, a Delaware corporation (the "Company"), with the Securities and Exchange Commission relating to the shares of the Company's common stock, $.001 par value ("Common Stock"), issuable under the Company's Partners In Your Future employee benefit plan (the "Plan"). We have examined the proceedings heretofore taken and are familiar with the additional proceedings proposed to be taken by the Company in connection with the authorization, issuance and sale of the securities referred to above. Based on the foregoing, it is our opinion that: 1. Stock options, when issued in accordance with the Plan will be legally issued and binding obligations of the Company; and 2. The shares of Common Stock, when issued under the Plan and against full payment therefor in accordance with the terms and conditions of the Plan will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ STRADLING YOCCA CARLSON & RAUTH ----------------------------------- STRADLING YOCCA CARLSON & RAUTH EX-23.2 3 ex23-2.txt EXHIBIT 23.2 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To Foothill Independent Bancorp: We consent to the incorporation by reference in Registration Statement No. 33-57586 on Form S-8 filed on January 29, 1993, as amended on July 27, 2000, our report dated February 18, 2000 on the consolidated financial statements of Foothill Independent Bancorp as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 included at Page 35 of its Annual Report on Form 10-K for the year ended December 31, 1999. /s/ VAVRINEK, TRINE, DAY & CO., LLP ----------------------------------- VAVRINEK, TRINE, DAY & CO., LLP Certified Public Accountants July 26, 2000 Rancho Cucamonga, California -----END PRIVACY-ENHANCED MESSAGE-----