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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Sonoma Valley Bancorp
(Exact name of registrant as specified in its charter)
California 68-0142534
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
202 West Napa Street, Sonoma, California 95476
(Address of Principal Executive Offices)
Sonoma Valley Bancorp 2002 Equity Incentive Plan
(Full title of the plans)
Mel Switzer, Jr.
202 West Napa Street
Sonoma, California 95476
(Name and address of agent for service)
(707) 935-3200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share price registration fee
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Common Stock 74,712 $24.25(1) $1,811,766 $166.69
underlying 2002 Equity
Incentive Plan reserved
for future issuance
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(1) Calculated in accordance with Rule 457(c) of the Securities Act of 1933, as
amended ("Securities Act"). Estimated for the sole purpose of calculating
the registration fee and based upon the average of the high and low price
per share of the common stock of the Registrant on May 13, 2002, as
reported by the Over the Counter Bulletin Board.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Securities and Exchange Commission rules and regulations allow us to
"incorporate by reference" the information that we file with the Securities and
Exchange Commission. This means that we can disclose additional important
information to you by referring to those documents. The information incorporated
by reference is an important part of this Prospectus, and information that we
file in the future with the Securities and Exchange Commission will
automatically update and supersede this information. We have filed the following
documents with the Securities and Exchange Commission and the information
contained in those documents is incorporated by reference into this registration
statement:
(1) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001;
(2) Registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2002; and
(3) Registrant's Proxy Statement for the Annual Meeting held on May 14, 2002.
Please note that all other documents and reports filed under Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as
amended, following the date of this Prospectus and prior to the termination of
this offering will be deemed to be incorporated by reference into this
Prospectus and will be made a part of it from the date of filing with the
Securities and Exchange Commission.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of the registration
statement to the extent that a statement contained herein modifies or replaces
such statement. Any such statement shall not be deemed to constitute a part of
this registration statement except as so modified or replaced.
Item 4. Description of Securities.
The Registrant is authorized by its Articles of Incorporation to issue Ten
Million (10,000,000) shares of common stock, no par value. As of April 29, 2002,
there were 1,330,223 shares of common stock outstanding. Holders of shares of
common stock have full voting rights, one vote for each share held of record.
Shareholders are entitled to receive dividends as may be declared by the Board
out of funds legally available therefore, and share pro rata in any
distributions to shareholders upon liquidation. Shareholders have no conversion,
preemptive or subscription rights. All of the common stock underlying the 2002
Equity Incentive Plan will be validly issued, fully paid and non-assessable.
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Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Sections 204 and 317 of the California Corporations Code (the "Corporations
Code") permit indemnification of directors, officers, and employees of
corporations under certain conditions subject to certain limitations. Article V
of the Registrant's Amended and Restated Articles of Incorporation (the
"Articles") provides that the liability of the directors for monetary damages
shall be eliminated to the fullest extent permissible under California Law.
Article V of the Registrant's Articles states that the Registrant may provide
indemnification of its agents, including its officers and directors, for breach
of duty to the Registrant in excess of the indemnification otherwise permitted
by Section 317 of the Corporations Code, subject to the limits set forth in
Section 204 of the Corporations Code. Article VII of the Bylaws provides that
the Registrant shall, to the maximum extent and in the manner permitted in the
Corporations Code, indemnify each of its agents, including its officers and
directors, against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact any such person is or was an agent of the Registrant.
Pursuant to Section 317 of the Corporations Code, the Registrant is
empowered to indemnify 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
Registrant to procure a judgment in its favor) by reason of the fact that such
person is or was an officer, director, employee, or other agent of the
Registrant or its subsidiaries, 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 Registrant and, in the
case of a criminal proceeding, has no reasonable cause to believe the conduct of
such person was unlawful. In addition, the Registrant may 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 Registrant to procure a judgment in its favor by reason of the fact that
such person is or was an officer, director, employee, or other agent of the
Registrant or its subsidiaries, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person believed
to be in the best interest of the Registrant and its shareholders. The
Registrant may advance expenses incurred in defending any proceeding prior to
final disposition upon receipt of an undertaking by the agent to repay that
amount if it shall be determined that the agent is not entitled to
indemnification as authorized by Section 317. In addition, the Registrant is
permitted to indemnify its agents in excess of Section 317.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
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3.1 Articles of Incorporation(1)
3.2 Bylaws(1)
4.1 2002 Equity Incentive Plan(2)
5.1 Opinion of Bartel Eng & Schroder dated May 17, 2002
23.1 Consent of Bartel Eng & Schroder
(contained in Exhibit 5.1)
23.2 Consent of Richardson and Co., Independent Auditors
(1) Incorporated by reference from the Registrant's Form S-8 filed on May 5,
2001 (File No. 33-62294).
(2) Incorporated by reference from the Registrant's Proxy Statement for the
meeting held on May 14, 2002 (File No. 000-31929).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes to:
(1) File, during any period in which the Registrant offers or sells
securities, a post-effective amendment to this registration statement to:
* * * *
(iii)Include any additional or changed material information on
the plan of distribution.
(2) For determining any liability under the Securities Act, treat each
such post-effective amendment as a new registration statement of securities
offered, and the offering of such securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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* * * *
(e) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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 for the payment of expenses 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 the Registrant's
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 Securities 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 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 Sonoma, State of California.
SONOMA VALLEY BANCORP
a California corporation
Dated: May 14, 2002 By: /S/ Mel Switzer, Jr.
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Mel Switzer, Jr.,
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Dated: May 14, 2002 By: /S/ Mel Switzer, Jr.
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Mel Switzer, Jr.
President and Chief Executive Officer
and Director
(Principal Executive Officer)
Dated: By:
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Suzanne Brangham, Director
Dated: May 14, 2002 By: /S/ Robert J. Nicholas
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Robert J. Nicholas, Director
Dated: May 14, 2002 By: /S/ Dale T. Downing
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Dale T. Downing, Director
Dated: May 14, 2002 By: /S/Angelo C. Sangiacomo
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Angelo C. Sangiacomo, Director
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Dated: By:
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Frederick H. Harland, Director
Dated: May 16, 2002 By: /S/ J.R. Stone
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J.R. Stone, Director
Dated: May 14, 2002 By: /S/ Robert B. Hitchcock
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Robert B. Hitchcock, Director
Dated: By:
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Gerald J. Marino, Director
Dated: May 15, 2002 By: /S/ Harry Weise
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Harry Weise, Director
Dated: May 17, 2002 By: /S/ Gary D. Nelson
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Gary D. Nelson, Director
Dated: May 14, 2002 By: /S/ Mary Quade Dieter
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Mary Dieter,
Executive Vice President, Chief Operating
Officer and Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)