As filed with the Securities and Exchange Commission on December 6, 2001
Registration Statement No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SIERRA BANCORP
(Exact Name of Registrant as Specified in it Charter)
California 33-0937517
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
86 North Main Street
Porterville, California 93257
(559) 782-4900
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
1998 STOCK OPTION 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)
Copies to:
Nikki Wolontis, Esq.
Fried, Bird & Crumpacker, P.C.
1900 Avenue of the Stars
Twenty-Fifth Floor
Los Angeles, California 90067
(310) 551-7411
(310) 556-4487 (fax)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Aggregate Amount of
to be Registered Registered/1/ Price Per Share/2/ Offering Price Registration Fee
---------------- ------------- ------------------ -------------- ----------------
Common Stock 2,763,684 $6.85 $18,931,235 $4,524.57
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/1/ 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 1998 Stock Option Plan,
assumed by the Registrant pursuant to the restructuring of Bank of the Sierra
into a holding company structure. 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.
/2/ Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), pursuant to which a total of 2,763,684 shares of
the Registrant's common stock that may be acquired upon exercise of options
granted or to be granted are deemed to be offered at $6.85 per share, the
average of the high and low prices of the Registrant's common stock as reported
by the NASDAQ National Market on December 3, 2001.
EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to 2,763,684 shares of the
Registrant's common stock without par value ("Common Stock"). All of the shares
of Common Stock are issuable pursuant to options issued or to be issued under
the Plan. The Plan was assumed by the Registrant pursuant to Plan of
Reorganization and Agreement of Merger dated as of December 14, 2000 by and
among Bank of the Sierra, the Registrant and Sierra Merger Corporation, which
assumption of the Plan became effective upon the consummation of the
reorganization in August, 2001.
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Part I -- Information Required in Section 10(a) Prospectus
Item 1. Plan Information
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Not required to be filed with the Securities and Exchange Commission.
Item 2. 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.
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Part II-- Information Required in the Registration Statement
Item 3. 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 Registrant's Common Stock contained in
Item 8 of the Registrant's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on January 4, 2001, 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 Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2001, June 30, 2001 and September 30, 2001.
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 June 30, 2001 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 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 James C.
Holly, President and Chief Executive Officer, Sierra Bancorp, 86 North Main
Street, Porterville, California 93257. Telephone requests may be directed to
(559) 782-4900.
Item 4. Description of Securities
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Not applicable.
Item 5. Interest of Named Experts and Counsel
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Not applicable.
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Item 6. 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. Exemption from Registration Claimed
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Not applicable.
Item 8. Exhibits
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Exhibit
Number Description of Document
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4.1 Articles of Incorporation, as amended, of the Registrant (filed
as Exhibits 3.1 and 3.2 to the Registrant's Form S-4 Registration
Statement filed on January 4, 2001 and incorporated herein by
reference).
4.2 Bylaws of the Registrant (filed as Exhibit 3.3 to the Form S-4
Registration Statement and incorporated herein by reference).
4.3 1998 Stock Option Plan (filed as Exhibit 10.1 to the Form S-4
Registration Statement and incorporated herein by reference).
5 Opinion of Fried, Bird & Crumpacker
24.1 Consent of Fried, Bird & Crumpacker (included in Exhibit 5)
24.2 Consent of McGladrey & Pullen, LLP
Item 9. Undertakings
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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;
(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
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statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
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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
Registrant's 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 plan's 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 November 7, 2001.
SIERRA BANCORP
By: /s/ James C. Holly
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James C. Holly
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
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/s/ James C. Holly President, Chief Executive November 7, 2001
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James C. Holly Officer and Director
/s/ Kenneth R. Taylor Senior Vice President November 7, 2001
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Kenneth R. Taylor and Chief Financial Officer
/s/ Albert L. Berra Director November 7, 2001
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Albert L. Berra
/s/ Gregory A. Childress Director November 7, 2001
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Gregory A. Childress
/s/ Robert L. Fields Director November 7, 2001
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Robert L. Fields
/s/ Vincent L. Jurkovich Director November 7, 2001
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Vincent L. Jurkovich
/s/ Howard H. Smith Director November 7, 2001
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Howard H. Smith
/s/ Morris A. Tharp Chairman of the Board November 7, 2001
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Morris A. Tharp
/s/ Robert H. Tienken Director and November 7, 2001
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Robert H. Tienken Corporate Secretary
/s/ Gordon T. Woods Director November 7, 2001
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Gordon T. Woods
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INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Page
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5 Opinion of Fried, Bird & Crumpacker 9
24.1 Consent of Fried, Bird & Crumpacker
(included in Exhibit 5)
24.2 Consent of McGladrey & Pullen, LLP 10
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