As filed with the Securities and Exchange Commission on August 16, 2002
Registration No. 333-_____
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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
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FNB BANCORP
(Exact name of registrant as specified in its charter)
California 92-2115369
(State of Incorporation) (I.R.S. Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive office)
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FNB Bancorp 2002 Stock Option Plan
(Full title of the plan)
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Thomas C. McGraw, Chief Executive Officer
FNB Bancorp
975 El Camino Real, South San Francisco, California 94080
(Name and address of agent for service)
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(650) 588-6800
(Telephone number, including area code, of agent for service of process)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Aggregate Amount of
to be Registered be Registered Price per Share Offering Price Registration Fee
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Common Stock, no par value 158,613 (1) $27.70 (2) $4,393,580 (2) $404.20
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(1) Issuable upon exercise of options or shares granted or to be granted under
the FNB Bancorp 2002 Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the bid and asked price for the Common Stock in the
over-the-counter market on August 12, 2002, pursuant to Rule 457(h) under the
Securities Act of 1933.
This registration statement, including exhibits, consists of 31 sequentially
numbered pages. The Index to Exhibits is located at page 7.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
(b) All other reports filed by the Registrant under Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since December 31, 2001.
(c) The information with regard to the Registrant's capital stock
contained in a registration statement filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, including any subsequent
amendment or report filed for the purpose of updating such information.
All documents later filed by the Registrant under Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act and before the Registrant files a
post-effective amendment which indicates that all securities have been sold, or
which deregisters all securities that have not been sold, will be incorporated
by reference and will be a part of this filing from the date such document was
filed.
Item 4. Description of Securities
Not applicable.
Item 5. Interest of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the Company. The Articles of
Incorporation and Bylaws of the Company permit indemnification of directors and
officers to the maximum extent permitted by California law. The Company has in
effect director and officer liability insurance policies indemnifying the
Company and the officers, directors and certain assistant officers of the
Company and officers and directors of the Company's subsidiaries within specific
limits for certain liabilities incurred by reason of their being or having been
directors or officers. The Company pays the entire premium for these policies.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See the Index to Exhibits, which is incorporated in this item by
reference.
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 (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) 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
registration statement is on Form S-3 or 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, 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.
(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
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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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, 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 Securities 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 of 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
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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 South San Francisco, State of California, on July 25,
2002.
FNB BANCORP
(Registrant)
By /s/ THOMAS C. MCGRAW
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Thomas C. McGraw
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas C. McGraw, Jim D. Black and James
B. Ramsey, and each or any one of them, his true and lawful attorney-in-fact and
agent, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, may lawfully 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 in the
capacities and on the dates indicated.
Signature Title Date
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/s/ THOMAS C. MCGRAW Chief Executive Officer July 25, 2002
------------------------- (Principal Executive Officer),
Thomas C. McGraw Secretary and Director
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/s/ JAMES B. RAMSEY Senior Vice President and July 25, 2002
------------------------- Chief Financial Officer
James B. Ramsey (Principal Financial Officer
and Principal Accounting
Officer)
/s/ MICHAEL R. WYMAN Director and Chairman July 25, 2002
------------------------- of the Board
Michael R. Wyman
------------------------- Director
Neil J. Vannucci
/s/ EDWARD J. WATSON Director July 25, 2002
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Edward J. Watson
/s/ DANIEL J. MODENA Director July 25, 2002
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Daniel J. Modena
------------------------- Director
Lisa Angelot
/s/ JIM D. BLACK President and Director July 25, 2002
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Jim D. Black
/s/ ANTHONY J. CLIFFORD Executive Vice President and July 25, 2002
------------------------- Chief Operating Officer,
Anthony J. Clifford Director
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INDEX TO EXHIBITS
Exhibit Sequential
No. Exhibit Name Page No.
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5.1 Opinion of Counsel 8
23.1 Consent of Counsel (See Exhibit 5.1)
23.2 Consent of Independent Auditors 9
24.1 Power of Attorney (see signature pages 5 and 6)
99.1 FNB Bancorp 2002 Stock Option Plan 10
(adopted June 28, 2002)
99.2 Form of Incentive Stock Option Agreement 20
99.3 Form of Nonstatutory Stock Option Agreement 26
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