As filed with the Securities and Exchange Commission on May 13, 2004
Registration No. 333-
------------
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TRICO BANCSHARES
--------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
California 94-2792841
-------------------------------- -----------------------
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
63 Constitution Drive, Chico, California 95973
----------------------------------------------
(Address of Principal Executive Offices)
TRICO BANCSHARES 2001 STOCK OPTION PLAN
----------------------------------------------
(Full Title of the Plan)
Richard P. Smith COPIES TO:
TriCo Bancshares Karen L. Witt, Esq.
63 Constitution Drive Rothgerber Johnson & Lyons LLP
Chico, California 95973 1200 17th Street, Suite 3000
(Name and Address of Agent for Service) Denver, Colorado 80202
(530) 898-0300 (303) 623-9000
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Maximum
Title of Securities Amount to be Maximum Offering Aggregate Offering Amount of
to be Registered Registered Price Per Share Price Registration Fee
-------------------- ------------ ---------------- ------------------ -----------------
Common Stock 450,000 $16.83 (1) $7,573,500 (1) $959.57 (1)
(1) Pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee and are based upon the average of the high and low prices of
the Common Stock as quoted on the Nasdaq National System on May 12, 2004.
TABLE OF CONTENTS
Page
----
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT................................................. II-1
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.............................................................. II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS............................................................ II-1
ITEM 8. EXHIBITS............................................................................................. II-2
ITEM 9. UNDERTAKINGS......................................................................................... II-2
SIGNATURES.................................................................................................... II-5
EXHIBIT INDEX................................................................................................. II-6
- ii -
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, all of which were previously filed by TriCo
Bancshares (the "Company") (File No. 0-26692) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act ("Exchange
Act"), are hereby incorporated by reference:
(1) the Form S-8 Registration Statement relating to the Company's
2001 Stock Option Plan, as filed with the Commission on July 27, 2001 (File No.
333-66064);
(2) the Company's Annual Report on Form 10-K for the year ended
December 31, 2003;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004;
(4) the Company's Current Reports on Form 8-K dated January 30, 2004;
March 11, 2004; and April 22, 2004;
(5) all other reports filed by the Company pursuant to Section 13(a) or
13(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to in (2) above; and
(6) the description of the common stock of the Company, par value $0.01
(the "Company Stock"), contained in the Company's Registration Statement on Form
8-A, filed by the Company under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 317 of the California General Corporation Law contains detailed
provisions on indemnification of directors and officers of a California
corporation against expenses, judgments, fines and amounts paid in settlement,
actually and reasonably incurred in connection with litigation, subject to the
limits set forth in Section 204 of the General Corporation Law with respect to
actions for breach of duty to the corporation and its shareholders.
The Articles of Incorporation of the Company authorize the
indemnification of directors and officers to the full extent permitted or
allowed by the laws of the State of California, through
II-1
bylaw provisions, agreements with such agents, votes of shareholders or
disinterested directors or otherwise, or any combination of the foregoing, in
excess of the indemnification otherwise permitted by Section 317 of the General
Corporation Law, subject only to the limits set forth in Section 204 of the
General Corporation Law. The bylaws of the Company provide that the Company
shall indemnify the directors and officers of vice president level or above of
the Company against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that such person is or was an agent of the Company. If the
officer or director initiates a proceeding, indemnification is available only if
the proceeding was authorized by the board of directors of the Company. The
bylaws provide further that any agent of the Company may be indemnified pursuant
to a duly adopted resolution of the Board of Directors, agreement or otherwise,
to the fullest extent permitted with respect to the indemnification of directors
and officers of vice president level or above of the Company.
In addition to the foregoing statutes and provisions of the Company's
Articles of Incorporation and bylaws, the Company has entered into indemnity
agreements with each of its directors which provide that the Company will
indemnify such directors in lawsuits brought against any director in his or her
capacity as a director of the Company.
ITEM 8. EXHIBITS
The following exhibits are attached to this registration statement:
Exhibit 4.1 TriCo Bancshares 2001 Stock Option Plan, as amended
Exhibit 4.2 Form of Stock Option Agreement for directors
Exhibit 4.3 Form of Stock Option Agreement for officers
Exhibit 5 Opinion of Rothgerber Johnson & Lyons LLP
Exhibit 23.1 Consent of KPMG LLP
Exhibit 23.2 Consent of Rothgerber Johnson & Lyons LLP (included in
Exhibit 5 hereto)
Exhibit 24 Power of Attorney (included on signature page hereto)
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) or 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
II-2
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) if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective 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.
(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 Company'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
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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company 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 Company of expenses
incurred or paid by a director, officer or controlling person
of the Company 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 Company 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Chico and the State of California, on this 4th day of
May 2004.
TRICO BANCSHARES
By: /s/ Richard P. Smith
-------------------------------------------
Richard P. Smith, President and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ Thomas Reddish
-------------------------------------------
Thomas Reddish, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)
II-4
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Richard P. Smith and Thomas Reddish and each of them, as attorneys-in-fact, each
with the power of substitution, for him in any and all capacities, to sign any
amendments to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorney-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact, or any one of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ William J. Casey Chairman of the Board May 4, 2004
--------------------
William J. Casey
/s/ Donald J. Amaral Director May 4, 2004
--------------------
Donald J. Amaral
/s/ Craig S. Compton Director May 4, 2004
--------------------
Craig S. Compton
/s/ John S. A. Hasbrook Director May 4, 2004
-----------------------
John S.A. Hasbrook
/s/ Michael W. Koehnen Director May 4, 2004
----------------------
Michael W. Koehnen
/s/ Wendell J. Lundberg Director May 4, 2004
-----------------------
Wendell J. Lundberg
/s/Donald E. Murphy Director May 4, 2004
-------------------
Donald E. Murphy
/s/ Steve G. Nettleton Director May 4, 2004
----------------------
Steve G. Nettleton
/s/ Richard P. Smith Director May 4, 2004
--------------------
Richard P. Smith
/s/ Carroll R. Taresh Director May 4, 2004
---------------------
Carroll R. Taresh
/s/ Alex A. Vereschagin, Jr Director May 4, 2004
----------------------------
Alex A. Vereschagin, Jr.
II-5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
--------------------------------------------------------------------------------
4.1 TriCo Bancshares 2001 Stock Option Plan, as amended
4.2 Form of Stock Option Agreement for directors
4.3 Form of Stock Option Agreement for officers
5 Opinion of Rothgerber Johnson & Lyons LLP
23.1 Consent of KPMG LLP
23.2 Consent of Rothgerber Johnson & Lyons LLP
(included in Exhibit 5 hereto)
24 Power of Attorney (included on signature page hereto)
II-6