Sierra Bancorp (Other) (S-8)
September 21 2007 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 21, 2007.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
SIERRA BANCORP
(Exact Name of Registrant as Specified in its Charter)
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California
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33-0937517
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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86 North Main Street
Porterville, California 93257
(559) 782-4900
(Address, including Zip Code, and Telephone Number, including Area Code,
of Registrants Principal Executive Offices)
2007 STOCK INCENTIVE PLAN
(Full Title of the Plan)
James C. Holly
President and Chief Executive Officer
Sierra Bancorp
86 North Main Street
Porterville, California 93257
(559)
782-4900
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
With a copy to:
Nikki Wolontis, Esq.
King, Holmes, Paterno & Berliner, LLP
1900 Avenue of the Stars
25th Floor
Los Angeles, California
90067
(310) 551-7411; (310) 556-4487 (fax)
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
1
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Proposed
Maximum
Offering Price
Per Share
2
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock
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1,500,000
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$28.29
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$42,435,000
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$1,302.75
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1
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Based solely on the number
of shares of common stock, without par value per share, of Sierra Bancorp (the Registrant) reserved for issuance upon exercise of options granted or to be granted pursuant to the 2007 Stock Incentive Plan (the Plan). In
addition to such shares, this Registration Statement covers an undetermined number of shares of common stock of the Registrant that, by reason of certain events specified in the Plan, may become issuable upon exercise of options through the
application of certain anti-dilution provisions.
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2
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Estimated solely for the purpose of calculating the registration fee in accordance
with Rule 457(h), pursuant to which a total of 1,500,000 shares of the Registrants common stock that may be acquired upon exercise of options granted or to be granted are deemed to be offered at $28.29 per share, the average of the high and
low prices of the Registrants common stock as reported by The Nasdaq Global Select Market on September 17, 2007.
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PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Not required to be filed with the
Securities and Exchange Commission.
Item 2.
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Registrant Information and Employee Plan Annual Information
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Not required to be filed with the Securities and Exchange Commission.
Note: The documents containing the information specified in
Part I of this Form S-8 Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1). Such documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The
following documents and information heretofore filed with the Commission by the Registrant are incorporated by reference in this registration statement:
1. The description of the Registrants Common Stock contained in Item 8 of the Registrants Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 14, 2002,
including all amendments or reports filed for the purpose of updating such description.
2. The Form S-4 Registration Statement of the
Registrant filed with the Securities and Exchange Commission on January 4, 2001.
3. The Registrants Annual Report on Form 10-K
for the year ended December 31, 2006.
4. The Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
5. The Registrants Form 8-K Current Reports filed with the Securities and Exchange Commission on January 8, 2007 concerning
certain compensatory arrangements with the Companys directors and executive officers; on January 23 and July 25, 2007 concerning earnings releases; on February 21, 2007 concerning the Registrants Amended and Restated
Bylaws and 2007 Stock Incentive Plan; on March 16, 2007 concerning the Registrants 2007 Stock Incentive Plan; and on June 16, 2007 concerning an agreement with Elan Financial Services (Elan) to sell its consumer and
commercial credit card accounts and to have Elan continue to issue credit cards branded with the Bank of the Sierra name.
All documents
filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the end of the fiscal quarter ended March 31, 2007 and prior to the date of the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated be
reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any document which is or
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is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
The Registrant will provide without charge to each
person to whom a Prospectus is delivered, upon request of any such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents). Written requests should be directed to
Kenneth R. Taylor, Executive Vice President and Chief Financial Officer, 86 North Main Street, Porterville, California 93257. Telephone requests may be directed to (559) 782-4900.
Item 4.
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Description of Securities
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Not applicable.
Item 5.
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Interest of Named Experts and Counsel
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Not
applicable.
Item 6.
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Indemnification of Directors and Officers
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Item 4. Indemnification of Directors and Officers of Part II of the Registration Statement on Form S-4 as filed with the Securities and Exchange Commission on January 4, 2001, including all amendments or reports filed
for the purpose of updating such information, is hereby incorporated by reference in this registration statement.
Item 7.
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Exemption from Registration Claimed
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Not
applicable.
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Exhibit
Number
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Description
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4.1
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2007 Stock Incentive Plan (filed as Exhibit 1 to the definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission on
April 27, 2007 and incorporated herein by reference)
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5
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Opinion of King, Holmes, Paterno & Berliner
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23.1
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Consent of King, Holmes, Paterno & Berliner
(included in Exhibit 5)
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23.2
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Consent of Vavrinek, Trine, Day & Co., LLP
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24
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Power of attorney for any subsequent amendments
(located on the signature page of this Registration Statement)
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(a) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to section 13 or 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) the undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and where applicable, each filing of an employee benefit plans annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection which the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such issue.
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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 of filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, in the City of Porterville, State of California, on September 20, 2007.
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SIERRA BANCORP
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/s/ James C. Holly
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By:
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James C. Holly
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James C. Holly, Morris A. Tharp and
Kenneth R. Taylor, and each of them, as his attorney-in-fact, with full power of substitution in each, for him or her in any and all capacities, to sign any amendments to this registration statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933, this registration statement was signed by the
following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ James C. Holly
James C.
Holly
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President, Chief Executive
Officer and
Director
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September 20, 2007
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/s/ Kenneth R. Taylor
Kenneth R.
Taylor
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Executive Vice President
and Chief Financial Officer
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September 20, 2007
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/s/ Morris A. Tharp
Morris A.
Tharp
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Chairman of the Board
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September 20, 2007
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/s/Alert L. Berra
Albert L.
Berra
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Director
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September 20, 2007
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/s/ Robert L. Fields
Robert L.
Fields
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Director
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September 20, 2007
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/s/ Vincent L. Jurkovich
Vincent
L. Jurkovich
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Director
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September 20, 2007
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/s/ Robert H. Tienken
Robert H.
Tienken
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Director
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September 20, 2007
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/s/ Gordon T. Woods
Gordon T.
Woods
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Director
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September 20, 2007
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4
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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4.1
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2007 Stock Incentive Plan (filed as Exhibit 1 to the definitive Proxy Statement
on Schedule 14A filed with the Securities and Exchange Commission
on April 27, 2007 and incorporated herein by
reference)
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5
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Opinion of King, Holmes, Paterno & Berliner
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23.1
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Consent of King, Holmes, Paterno & Berliner (included in Exhibit 5)
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23.2
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Consent of Vavrinek, Trine, Day & Co., LLP
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24
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Power of attorney for any subsequent amendments
(located
on the signature page of this Registration Statement)
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5
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