-----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, B2jLNTCWALRsKjXjFK6tXyL7XH7PAysIXoaiH8z92CoD1f9EKJ/G1/hc4y8ZbtVX f50matwgDYn2yTeIigC3wA== /in/edgar/work/20000727/0001095811-00-002138/0001095811-00-002138.txt : 20000921 0001095811-00-002138.hdr.sgml : 20000921 ACCESSION NUMBER: 0001095811-00-002138 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF 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: POS AM SEC ACT: SEC FILE NUMBER: 033-83854 FILM NUMBER: 679920 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 POS AM 1 posam.txt POST EFFECTIVE AMENDMENT NO.1 TO FORM S-3 1 As Filed With the Securities and Exchange Commission on July 27, 2000 Registration No. 33-83854 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON. D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 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 (909) 599-9351 (Address, including zip code, and telephone number, including areas code of registrant's principal executive offices) ---------------- George E. Langley, President and Chief Executive Officer Foothill Independent Bancorp 510 South Grand Avenue Glendora, California 91741 (909) 599-9351 (Name, address and 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 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO 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. [X] 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 [ ] ================================================================================ 2 ITEM 11. MATERIAL CHANGES. On July 18, 2000, Foothill Independent Bancorp, a California corporation ("Foothill California") changed its state of incorporation from California to Delaware. This change was effectuated in the following manner: (1) On May 3, 2000, Foothill California incorporated a new wholly owned subsidiary in the state of Delaware under the name "Foothill Independent Bancorp, Inc." ("Foothill Delaware"). (2) On July 18, 2000, Foothill California was merged with and into Foothill Delaware (the "Reincorporation Merger"), pursuant to an Agreement and Plan of Merger dated as of May 4, 2000 (the "Merger Agreement"), pursuant to which (i) Foothill Delaware was the surviving corporation, succeeding by operation of law to all of the assets (including the shares of Common Stock of Foothill California) and all of the liabilities of Foothill California, (ii) each outstanding share of Common Stock of Foothill California was converted into one share of Common Stock of Foothill Delaware and (iii) each option or right to acquire shares of Foothill California Common Stock was converted into an option or right to acquire an equal number of shares of Foothill Delaware Common Stock, under the same terms and conditions as the original options or rights. As a result, each person who was a shareholder or optionholder of Foothill California immediately prior to the effectiveness of the Reincorporation Merger, became a shareholder or optionholder of Foothill Delaware, owning the same number of shares, or options to acquire shares, of Foothill Delaware as he or she had owned of Foothill California. The Merger Agreement and the Reincorporation Merger were approved by the shareholders of Foothill California at the Annual Meeting of shareholders of Foothill California on April 25, 2000, and by the sole stockholder of Foothill Delaware. Prior to the Reincorporation Merger, Foothill Delaware had only nominal assets and had not conducted any business. There will be no changes in the management, assets or operations of Foothill or of Foothill Independent Bank, as a result of the Reincorporation Merger, nor will there be any change in the trading symbol of Foothill. In addition, the name of Foothill Delaware was changed to "Foothill Independent Bancorp" in connection with the Reincorporation Merger. Pursuant to the Merger Agreement, Foothill Delaware also assumed Foothill California's Dividend Reinvestment Plan, which will provide for the sale or issuance of shares of Foothill Delaware in the future, rather than shares of Foothill California. Accordingly, Foothill Delaware hereby adopts this Registration Statement 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. All references in this Registration Statement to "the Company" shall hereafter refer to Foothill Delaware and all references to the shares of Common Stock of the Company in this Registration Statement shall refer to the shares of Common Stock, par value $.001 per share, of Foothill Delaware, unless the context requires otherwise. ITEM 12. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE. The contents of the Foothill California's Registration Statement on Form S-3 (Registration No. 33-83854) (the "Form S-3") are incorporated herein by reference. 2 3 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 16. EXHIBITS. The following exhibits are filed as part of this Registration Statement: Number Description ------ ----------- 2.1 Agreement and Plan of Merger dated as of May 4, 2000 between the Registrant and Foothill Independent Bancorp, a California corporation (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 4.5 Form of Amended and Restated Rights Agreement by and between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 5.1 Opinion of Counsel to the Registrant re: Legality. 23.1 Consent of Counsel to the Registrant (included in Exhibit 5.1). 23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent accountants. 24.1 Power of Attorney.* 28.1 Form of Authorization Card.* - ------------- * Previously filed. 3 4 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-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 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-3 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 and Director (Principal George E. Langley Executive Officer) /s/ Carol Ann Graf Chief Financial Officer July 26, 2000 - ------------------------------- (Principal Financial and Carol Ann Graf Principal Accounting Officer) /s/ William V. Landecena Chairman of the Board and Director July 26, 2000 - ------------------------------- William V. Landecena /s/ Richard Galich Director July 26, 2000 - ------------------------------- Richard Galich /s/ George Sellers Director July 26, 2000 - ------------------------------- George Sellers /s/ Max E. Williams Director July 26, 2000 - ------------------------------- Max E. Williams
(signatures continued next page) S-1 5
Signature Title Date --------- ----- ---- /s/ O. L. Mestad Director July 26, 2000 - ------------------------------- O. L. Mestad /s/ Donna L. Miltenberger Executive Vice President and July 26, 2000 - ------------------------------- Director Donna L. Miltenberger
S-2 6 EXHIBIT INDEX Exhibit Number Description - ------- ----------- 2.1 Agreement and Plan of Merger dated as of May 4, 2000 between the Registrant and Foothill Independent Bancorp, a California corporation (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 3.2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 4.5 Form of Amended and Restated Rights Agreement by and between the Registrant and ChaseMellon Shareholder Services, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on July 20, 2000). 5.1 Opinion of Counsel to the Registrant re: Legality. 23.1 Consent of Counsel to the Registrant (included in Exhibit 5.1). 23.2 Consent of Vavrinek, Trine, Day & Co., LLP, independent accountants. 24.1 Power of Attorney.* 28.1 Form of Authorization Card.* - ------------------ (*) 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: Registration Statement on Form S-3 -- Registration No. 33-83854 Ladies and Gentlemen: At your request, we have examined Post Effective Amendment No.1 to Registration Statement on Form S-3, Registration No. 33-83854, filed by Foothill Independent Bancorp, a Delaware corporation (the "Company"), with the Securities and Exchange Commission on July 27, 2000 (as may be amended or supplemented, the "Registration Statement"), relating to the shares of Common Stock of the Company, $.001 par value per share (the "Securities") issuable under the Company's Shareholder Dividend Reinvestment Plan. The Securities may be offered in separate series, in amounts, at prices, and on terms to be set forth in the prospectus and one or more supplements to the prospectus (collectively, the "Prospectus") constituting a part of the Registration Statement, and in the Registration Statement. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the authorization, issuance and sale of the shares of the Securities. Based on the foregoing, it is our opinion that the Securities, when issued and sold in the manner described in the Registration Statement, will be legally issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus which is a part of 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. 33-83854 on Form S-3 filed on September 12, 1994, 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-----