As
filed with the Securities and Exchange Commission on July 31, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CALIFORNIA
BANCORP
(Exact
name of registrant as specified in its charter)
| California |
|
84-3288397 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
| |
|
12265
El Camino Real, Suite 210
San
Diego, California |
|
92130 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
California
BanCorp Amended and Restated 2017 Equity Incentive Plan
(Full
title of plan)
Manisha
K. Merchant
Executive
Vice President and General Counsel
California
BanCorp
12265
El Camino Real, Suite 210
San
Diego, California 92130
(844)
265-7622
(Name,
address, including zip code, and telephone number, including area code of agent for service)
With
copies to:
Joshua
A. Dean, Esq.
David
J. Gershon, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
650
Town Center Drive, Tenth Floor
Costa
Mesa, California 92626
(714)
513-5100
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
EXPLANATORY
NOTE
The
Merger and Name Change
On
July 31, 2024, in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization (the “Merger
Agreement”), dated as of January 30, 2024, by and between Southern California Bancorp, a California corporation (the “Registrant”),
and California BanCorp, a California corporation (“CALB”), CALB merged with and into the Registrant (the “Merger”)
with the Registrant as the surviving entity. In connection with the consummation of the Merger, the Registrant changed its name to California
BanCorp.
Treatment
of Certain CALB Equity Awards
Pursuant
to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), certain restricted stock unit awards
in respect of shares of common stock, no par value, of CALB (“CALB Common Stock”) that were outstanding immediately prior
to the Effective Time and granted under the California BanCorp Amended and Restated 2017 Equity Incentive Plan (the “CALB Stock
Plan”), were converted into corresponding awards of the Registrant relating to the number of shares of common stock, no par value,
of the Registrant (“Common Stock”) equal to the product of (i) the number of shares of CALB Common Stock subject to each
such award immediately prior to the Effective Time, multiplied by (ii) 1.590, the exchange ratio in the Merger, rounded down to the nearest
whole share of Common Stock. Each such converted restricted stock unit award continues to be subject to the same terms and conditions
as were applicable to the corresponding CALB restricted stock unit award immediately prior to the Effective Time.
This
Registration Statement registers 263,314 shares of Common Stock which may be issuable upon the vesting, settlement or exercise of the
equity awards described above under the CALB Stock Plan. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended
(the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable
by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number
of outstanding shares of Common Stock.
Part
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information.*
Item
2. Registrant Information and Employee Plan Annual Information.*
*
The documents containing the information specified in Part I will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act. In accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”)
and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Part
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
| ● | The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023
filed on March 15, 2024 (the “Form 10-K”), including the information specifically
incorporated by reference in the Form 10-K from the Registrant’s definitive proxy statement
on Schedule 14A, filed on April 18, 2024; |
| ● | The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed
on May 8, 2024; |
| ● | The
description of the Registrant’s Common Stock set forth in the Form 10 under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
filed on April 6, 2023, as amended by Amendment No. 1, filed on April 24, 2023, as the description
therein has been updated and superseded by the description of the Registrant’s Common
Stock contained in Exhibit 4.1 to the Form 10-K filed on March 15, 2024, and any future amendment
or report filed for the purpose of updating such description. |
All
documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated
by reference in this Registration Statement and are a part hereof from the date of filing such documents.
Any
statement contained in any document incorporated or deemed to be incorporated by 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 other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Officers and Directors.
The
Registrant is a California corporation and is subject to the California Corporations Code (the “California Code”). Section
317 of the California Code authorizes a corporation to indemnify, subject to certain exceptions, any person who was or is a party or
is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment
in its favor) by reason of the fact that such person is or was an agent of the corporation, as the term “agent” is defined
in Section 317(a) of the California Code, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person
was unlawful. A corporation is further authorized to indemnify, subject to certain exceptions, any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred
by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed
to be in the best interests of the corporation and its shareholders.
Section
204 of the California Code provides that a corporation’s articles of incorporation may not limit the liability of directors (i)
for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that
a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith
on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions
that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director
was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of a serious injury to
the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director’s duty to the corporation or its shareholders, (vi) under Section 310 of the California Code (concerning
transactions between corporations and directors or corporations having interrelated directors) or (vii) under Section 316 of the California
Code (concerning directors’ liability for distributions, loans, and guarantees).
Section
204 further provides that a corporation’s articles of incorporation may not limit the liability of directors for any act or omission
occurring prior to the date when the provision became effective or any act or omission as an officer, notwithstanding that the officer
is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. Further, Section 317 has
no effect on claims arising under federal or state securities laws and does not affect the availability of injunctions and other equitable
remedies available to a corporation’s shareholders for any violation of a director’s fiduciary duty to the corporation or
its shareholders.
The
Registrant’s articles of incorporation authorize the Registrant to, and the Registrant’s bylaws provide that the Registrant
must, indemnify its directors and officers to the fullest extent authorized by the California Code and may also pay expenses incurred
in defending a proceeding in advance of its final disposition subject to the delivery of an undertaking, by or on behalf of the director
or officer, to repay all amounts so advanced if it should be determined ultimately that he or she is not entitled to indemnification.
The
Registrant has entered into indemnification agreements with its directors and executive officers. These agreements require the Registrant
to, among other things, (i) indemnify the directors and officers against certain liabilities that may arise by reason of their status
or service as directors or officers, subject to certain exceptions and limitations and (ii) advance the expenses such directors or executive
officers may incur as a result of or in connection with the defense of any proceeding brought against them as to which they could be
indemnified, subject to an undertaking by the indemnified party to repay such advances if it is ultimately determined that he or she
is not entitled to indemnification.
The
foregoing summaries are necessarily subject to the complete text of the statute, the articles of incorporation, the bylaws and the agreements
referred to above and are qualified in their entirety by reference thereto.
The
Registrant also maintains insurance policies which insure its officers and directors against certain liabilities.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the registrant’s directors, officers
or controlling persons pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In addition,
indemnification for violations of state securities laws may be limited by applicable laws.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
following documents are filed as exhibits to this Registration Statement:
Exhibit |
|
Description |
| 4.1 |
|
Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10, as amended, filed on April 24, 2023) |
| |
|
|
| 4.2 |
|
Agreement of Merger dated as of July 31, 2024, amending the Registrant’s Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 31, 2024) |
| |
|
|
| 4.3 |
|
Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed on July 31, 2024) |
| |
|
|
| 5.1 |
|
Opinion of Sheppard Mullin Richter & Hampton, LLP |
| |
|
|
| 23.1 |
|
Consent of Sheppard Mullin Richter & Hampton, LLP (included in Exhibit 5.1) |
| |
|
|
| 23.2 |
|
Consent of Eide Bailly LLP |
| |
|
|
| 24 |
|
Power of Attorney (included in signature page) |
| |
|
|
| 99.1 |
|
California BanCorp Amended and Restated 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on July 31, 2024) |
| |
|
|
| 107 |
|
Calculation of Fee Table |
Item
9. Undertakings.
(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 of 1933;
(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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if,
in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and
(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 Registration Statement is on Form S-8, and 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 Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 with 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.
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 San Diego, State of California, on July 31, 2024.
| |
CALIFORNIA
BANCORP |
| |
|
|
| |
By |
/s/
Steven E. Shelton |
| |
|
Steven
E. Shelton
|
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
The
officers and directors of California BanCorp whose signatures appear below hereby constitute and appoint David I. Rainer and Manisha
Merchant, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone,
to sign and execute on behalf of the undersigned any amendment or amendments to this Registration Statement on Form S-8, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto each of said attorneys-in-fact and agents full power and authority to do everything necessary to accomplish the foregoing, as fully
to all intents and purposes as he or she might or could do in person, and each of the undersigned does hereby ratify and confirm all
that each of said attorneys and agents, or their substitutes, shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on behalf of
the registrant in the capacities and on the date indicated.
| |
Signature/Name |
|
Title |
|
Date |
| |
|
|
|
|
|
| By: |
/s/
David I. Rainer |
|
Chairman
and Director |
|
July
31, 2024 |
| |
David I. Rainer |
|
|
|
|
| |
|
|
|
|
|
| By: |
/s/
Steven E. Shelton |
|
Chief
Executive Officer and Director |
|
July
31, 2024 |
| |
Steven E. Shelton |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
| By: |
/s/
Thomas Dolan |
|
Executive
Vice President, Chief Operating Officer and Chief Financial Officer |
|
July
31, 2024 |
| |
Thomas Dolan |
|
(Principal
Financial Officer) |
|
|
| |
|
|
|
| By: |
/s/
Joann Yeung |
|
Senior
Vice President and Chief Accounting Officer |
|
July
31, 2024 |
| |
Joann Yeung |
|
(Principal
Accounting Officer) |
|
|
| |
|
|
|
|
|
| By: |
/s/
Stephen A. Cortese |
|
Director |
|
July
31, 2024 |
| |
Stephen A. Cortese |
|
|
|
|
| |
|
|
|
| By: |
/s/
Andrew J. Armanino, Jr. |
|
Director |
|
July
31, 2024 |
| |
Andrew J. Armanino, Jr. |
|
|
|
|
| |
|
|
|
| By: |
/s/
Kevin J. Cullen |
|
Director |
|
July
31, 2024 |
| |
Kevin J. Cullen |
|
|
|
|
| |
|
|
|
| By: |
/s/
Frank D. Di Tomaso |
|
Director |
|
July
31, 2024 |
| |
Frank D. Di Tomaso |
|
|
|
|
| |
|
|
|
| By: |
/s/
Rochelle G. Klein |
|
Director |
|
July
31, 2024 |
| |
Rochelle G. Klein |
|
|
|
|
| |
|
|
|
| By: |
/s/
Dr. Lester Machado |
|
Director |
|
July
31, 2024 |
| |
Dr. Lester Machado |
|
|
|
|
| |
|
|
|
| By: |
/s/
Richard Martin |
|
Director |
|
July
31, 2024 |
| |
Richard Martin |
|
|
|
|
| |
|
|
|
| By: |
/s/
Frank L. Muller |
|
Director |
|
July
31, 2024 |
| |
Frank L. Muller |
|
|
|
|
| |
|
|
|
| By: |
/s/
David Volk |
|
Director |
|
July
31, 2024 |
| |
David Volk |
|
|
|
|
| |
|
|
|
| By: |
/s/
Anne Williams |
|
Director |
|
July
31, 2024 |
| |
Anne Williams |
|
|
|
|
Exhibit
5.1
 |
Sheppard,
Mullin, Richter & Hampton LLP
650
Town Center Drive, 10th Floor
Costa
Mesa, California 92626-1993
714.513.5100
main
714.513.5130
fax
www.sheppardmullin.com |
July
31, 2024
California
BanCorp
12265
El Camino Real, Suite 210
San
Diego, California 92130
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen:
You
have requested our opinion with respect to certain matters in connection with the filing by California BanCorp, a California corporation
formerly known as “Southern California Bancorp” (the “Company”), of a Registration Statement on Form S-8 (the
“Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities
and Exchange Commission (the “Commission”), in connection with the registration of up to 263,314 shares of common stock,
no par value per share, of the Company (the “Shares”), issuable upon vesting and settlement, as applicable, of equity awards
previously granted under the California BanCorp Amended and Restated 2017 Equity Incentive Plan (the “Plan”). This Opinion
is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities Act, and no opinion is
expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.
As
counsel to the Company, we have reviewed certain corporate proceedings taken by the Company with respect to the authorization of the
issuance of the Shares and the adoption and assumption of the Plan. We have also examined and relied upon originals or copies, certified
or otherwise authenticated to our satisfaction, of such corporate records, documents, agreements or other instruments of the Company
and of public officials as we have deemed necessary or advisable for purposes of this opinion. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention or other state of mind) we have entirely relied upon certificates
of officers of the Company, and have assumed, without independent inquiry, the accuracy of those certificates.
We
have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity
and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing
a document.
Subject
to the foregoing, it is our opinion that the Shares to be issued by the Company under the Plan have been duly authorized and, when issued
in accordance with the terms of the Plan and any applicable award agreements, will be validly issued, fully paid and nonassessable.
This
opinion is limited to the laws of the State of California and no opinion is expressed as to the laws of any other jurisdiction. This
opinion is as of the date hereof and its based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim
any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect
any matters or opinions set forth herein.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent,
we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission.
| |
Respectfully submitted, |
| |
|
| |
/s/ SHEPPARD, MULLIN, RICHTER & HAMPTON LLP |
| |
|
| |
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP |
Exhibit 23.2
Consent
of Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in the Registration Statement on Form S-8 of California BanCorp, formerly known as Southern
California Bancorp, (the “Company”) of our report dated March 15, 2024, relating to the Company’s consolidated financial
statements appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the Securities
and Exchange Commission, which is part of this Registration Statement.
/s/ Eide Bailly LLP
Laguna
Hills, California
July 31, 2024
Exhibit
107
Calculation
of Filing Fee Table
Form
S-8
(Form
Type)
California
BanCorp
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
Security Type | |
Security Class Title | |
Fee Calculation Rule | |
Amount Registered (1) | | |
Proposed Maximum Offering Price Per Unit | | |
Maximum Aggregate Offering Price | | |
Fee Rate | | |
Amount of Registration Fee | |
| Equity(1) | |
Common Stock,
no par value
per share | |
Rule 457(c) and
Rule 457(h) | |
| 263,314 | | |
$ | 15.21 | (2) | |
$ | 4,005,005.94 | (2) | |
$ | 0.00014760 | | |
$ | 591.14 | |
| Total Offering Amounts | | |
| | | |
$ | 4,005,005.94 | | |
| | | |
$ | 591.14 | |
| Total Fee Offsets | | |
| | | |
| | | |
| | | |
| — | |
| Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 591.14 | |
| (1) |
Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall
also cover any additional shares of the Registrant’s common stock, no par value per share (the “Common Stock”),
that become issuable under the California BanCorp Amended and Restated 2017 Equity Incentive Plan, by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration,
which results in an increase in the number of outstanding shares of Common Stock. |
| |
|
| (2) |
For
purposes of computing the registration fee only. Pursuant to Rule 457(c) and (h), the Proposed Maximum Offering Price Per Share is
based upon the average of the high and low prices for the Registrant’s Common Stock on the Nasdaq Capital Market on July 26,
2024. |
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