As filed with the Securities and Exchange Commission on July 1, 2009,
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRICO BANCSHARES
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(Exact name of registrant as specified in its charter)
California 94-2792841
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices)
TriCo Bancshares 2009 Equity Incentive Plan
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(Full title of plan)
Thomas J. Reddish
Executive Vice President and Chief Financial Officer
TriCo Bancshares
63 Constitution Drive
Chico, CA 95973
(530) 898-0300
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(Name, address and telephone number of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |X|
Non-accelerated filer |_| Smaller reporting company |_|
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to registered offering price aggregate offering registration
be registered (1) per share(2) fee price (2)
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Common Stock, 650,000 $15.56 $10,114,000 $564.36
no par value
reserved for
future issuance
under the 2009
Equity Incentive Plan
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(1) In addition to the common stock set forth in the table, the amount to be
registered includes an indeterminate number of shares issuable pursuant to stock
splits and stock dividends in accordance with Rule 416.
(2) Estimated solely for purposes of calculating the amount of the registration
fee. The estimate is made pursuant to Rule 457 (c) of the Securities Act and is
based upon the $15.56 average of the high and low prices of the registrant's
common stock as reported on the Nasdaq Global Select Market on June 30, 2009.
The proposed maximum offering price is based on the 650,000 shares being
registered and has been estimated pursuant to Rule 457(h) solely for the purpose
of calculating the registration fee. It is not known how many of these shares
will be purchased or at what price.
Part I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS.
Documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act of 1933 and will not be filed with the Commission as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference pursuant
to Item 3 of Part II of this registration statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
and are available without charge, upon oral or written request, to: TriCo
Bancshares, 63 Constitution Drive, Chico, California 95973.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
TriCo Bancshares ("the Company") hereby incorporates by reference in
this Registration Statement the following documents:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 2008 filed with the Commission on March 12, 2009;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 as filed with the Commission on May 8, 2009;
(c) the Company's current reports on Form 8-K filed with the
Commission on January 12, 2009, February 4, 2009, February 27, 2009, March 12,
2009 (two reports), March 17, 2009, April 30, 2009 and May 21, 2009 (other than
any portions of any such documents that are not deemed "filed" under the
Exchange Act in accordance with the Exchange Act and applicable SEC rules); and
(d) the description of the registrant's common stock set forth in the
Registration Statement on Form 8-A under Section 12(b) of the Exchange Act and
any future amendment or report filed for the purpose of updating such
description.
All documents subsequently filed (but not those documents or portions
thereof furnished but not filed, unless otherwise stated in such filings) by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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Item 6. Indemnification of Officers and Directors.
Section 317 of the California General Corporation Law permits
indemnification of directors, officers and employees of corporations under
certain conditions and subject to certain limitations. Article VI of the
Articles of Incorporation of the Company contains provisions limiting the
monetary liability of directors for breaches of the duty of care. Article Six of
the Articles of Incorporation of the Company contains provisions that authorize
the registrant to indemnify its directors, officers and employees to the fullest
extent permitted, and in excess of that authorized, under Section 317. Section
47 of the Company's Bylaws provide for the indemnification of directors and
officers to the fullest extent permitted by law.
The Company also maintains insurance policies which insure its
officers and directors against certain liabilities.
The foregoing summaries are necessarily subject to the complete text
of the statute, the Articles and the Bylaws referred to above and are qualified
in their entirety by reference thereto.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this Registration Statement are listed in the Exhibit
Index to this filing, which is incorporated by reference.
Item 9. Undertakings.
(a) Rule 415 Offering.
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;
(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.
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(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) Filings incorporating subsequent Exchange Act documents by
reference.
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 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 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.
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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 Chico, State of California, on July 1, 2009.
TRICO BANCSHARES
(Registrant)
By /s/ Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President and Chief Financial
Officer
(Principal Financial and Accounting Officer)
The officers and directors of TriCo Bancshares whose signatures
appear below hereby constitute and appoint Richard P. Smith and Thomas J.
Reddish, 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 for the TriCo Bancshares 2009 Equity Incentive Plan, 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 Title Date
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/s/ Richard P. Smith Director, President and June 30, 2009
--------------------- Chief Executive Officer
Richard P. Smith (Principal Executive Officer)
/s/ Thomas J. Reddish Executive Vice President and June 30, 2009
--------------------- Chief Financial Officer
Thomas J. Reddish Principal Financial and
Accounting Officer)
/s/ William J. Casey Chairman of the Board of Directors June 30, 2009
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William J. Casey
/s/ Donald E. Murphy Director June 30, 2009
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Donald E. Murphy
/s/ Donald J. Amaral Director June 30, 2009
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Donald J. Amaral
/s/ L. Gage Chrysler III Director June 30, 2009
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L. Gage Chrysler III
Craig S. Compton Director
/s/ John S. A. Hasbrook Director June 30, 2009
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John S. A. Hasbrook
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/s/ Michael W. Koehnen Director June 30, 2009
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Michael W. Koehnen
/s/ Steve G. Nettleton Director June 30, 2009
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Steve G. Nettleton
/s/ Carroll R. Taresh Director June 30, 2009
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Carroll R. Taresh
/s/ Alex A. Vereschagin, Jr. Director June 30, 2009
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Alex A. Vereschagin, Jr.
/s/ W. Virginia Walker Director June 30, 2009
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W. Virginia Walker
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EXHIBIT LIST
Exhibit Description
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4 TriCo Bancshares 2009 Equity Incentive Plan (Incorporated by
reference to Appendix A to the Company's definitive Proxy Statement
filed with the Commission on April 4, 2009)
5 Opinion of Bingham McCutchen, LLP
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Registered Public Accounting Firm
23.3 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (included in signature page)
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Exhibit 5
July 1, 2009
Trico Bancshares
63 Constitution Ave
Chico, California 95973
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to TriCo Bancshares, a California corporation (the
"Company"), in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the rules of the U.S. Securities and
Exchange Commission (the "SEC Rules"), relating to 650,000 shares of the
Company's common stock (the "Shares") issuable under the Company's 2009 Equity
Incentive Plan ("Plan").
As counsel to the Company, we have reviewed the corporate proceedings taken by
the Company with respect to the authorization of the issuance of the Shares. 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. We have also
assumed that the registration requirements of the SEC Rules and all applicable
requirements of state laws regulating the sale of securities will have been duly
satisfied. This opinion is to be used only in connection with the offer and sale
of the Shares while the Registration Statement is in effect.
Subject to the foregoing, it is our opinion that the Shares have been duly
authorized and, upon issuance of the Shares in accordance with the terms of the
Plan, 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 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 accordance with the requirements of the
SEC Rules under the Securities Act and to the use of our name therein and in the
related prospectus under the caption "Legal Matters." 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.
Very truly yours,
/s/Bingham McCutchen LLP
Bingham McCutchen LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated March 12, 2009 relating to the
consolidated financial statements and effectiveness of internal controls over
financial reporting, which appears in TriCo Bancshares's Annual Report on Form
10-K for the year ended December 31, 2008.
/s/ Moss Adams LLP
Stockton, California
July 1, 2009
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this registration statement on
Form S-8 of TriCo Bancshares and subsidiary of our report report dated March 13,
2007, with respect to the consolidated statements of income, changes in
shareholders' equity, and cash flows of TriCo Bancshares and subsidiary for the
year ended December 31, 2006, which report appears in December 31, 2008, annual
report on Form 10-K of TriCo Bancshares.
/s/ KPMG LLP
Sacramento California
July 1, 2009
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