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.