FNBG Fnb Bancorp (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

 

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)

 

FNB Bancorp 2008 Stock Option Plan

(Full title of the plan)

 

Thomas C. McGraw, Chief Executive Officer

FNB Bancorp

975 El Camino Real, South San Francisco, California 94080

(Name and address of agent for service)

 

(650) 588-6800

(Telephone number, including area code, of agent for service of process)

 

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.

 

	Large accelerated filer	o	Accelerated filer  x
	Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

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

Common Stock, no par value

350,000

(1)

$29.40(2)

$10,290,000(2)

$1,036.20

 

(1)       Issuable upon exercise of options or shares granted or to be granted under the FNB Bancorp 2008 Stock Option Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate number of additional shares of common stock that may be issuable as a result of stock splits, stock dividends or similar transactions pursuant to anti-dilution and adjustment provisions of the FNB Bancorp 2008 Stock Option Plan.

 

(2)       Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, solely for the purpose of calculating the registration fee, based upon the average of the bid and asked prices of the Registrant’s Common Stock on March 16, 2016, as reported on the OTCQB Marketplace.

This Registration Statement, including exhibits, consists of 7 sequentially numbered pages. The Index to Exhibits is located at page 5.

EXPLANATORY NOTE

 

INFORMATION REQUIRED PURSUANT TO

GENERAL INSTRUCTION E TO FORM S-8

 

This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

 

The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on July 28, 2008, File No. 333-152578, is hereby incorporated by reference. By such Registration Statement, the Registrant registered 380,000 shares of its common stock, no par value, for issuance upon the exercise of options granted under the terms of the FNB Bancorp 2008 Stock Option Plan. On June 17, 2015, the shareholders of the Registrant approved an amendment of the FNB Bancorp 2008 Stock Option Plan to increase the number of shares of common stock, no par value, available for issuance pursuant to the FNB Bancorp 2008 Stock Option Plan by 350,000 shares. This Registration Statement is to register the additional 350,000 shares.

 

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, 2015, as filed with the Commission on March 15, 2016.

 

(b)           The Registrant’s Current Report on Form 8-K, filed with the Commission on January 29, 2016.

 

(c)           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, 2015.

 

(d)           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 8. Exhibits

 

See the Index to Exhibits, which is incorporated in this item by reference.

 

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 South San Francisco, State of California, on March 18, 2016. 

	FNB BANCORP
	(Registrant)
	By: /s/	David A. Curtis
		David A. Curtis
		Senior Vice President and
		Chief Financial 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 David A. Curtis, and each or any one of them, his/her 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
/s/ Lisa Angelot		Chairwoman of the Board,		March 18, 2016
Lisa Angelot		Director
/s/ Thomas C. McGraw		Chief Executive Officer		March 18, 2016
Thomas C. McGraw		(Principal Executive Officer),
		Director
/s/ David A. Curtis		Senior Vice President and		March 18, 2016
David A. Curtis		Chief Financial Officer
		(Principal Financial Officer
		and Principal Accounting
		Officer)
/s/ Thomas G. Atwood		Director		March 18, 2016
Thomas G. Atwood
/s/ Ronald R. Barels		Director		March 18, 2016
Ronald R. Barels
/s/ Merrie Turner Lightner		Director		March 18, 2016
Merrie Turner Lightner
/s/ Michael Pacelli		Director		March 18, 2016
Michael Pacelli
/s/ Edward J. Watson		Secretary, Director		March 18, 2016
Edward J. Watson
/s/ Jim D. Black		President, Director		March 18, 2016
Jim D. Black
/s/ Anthony J. Clifford		Executive Vice President and		March 18, 2016
Anthony J. Clifford		Chief Operating Officer,
		Director

INDEX TO EXHIBITS

 

Exhibit No.	Exhibit Name	Sequential Page No.
5.1	Opinion of Counsel	6
23.1	Consent of Counsel (See Exhibit 5.1)
23.2	Consent of Independent Registered Public Accounting Firm	7
24.1	Power of Attorney (See page 4)
99.1	FNB Bancorp 2008 Stock Option Plan (incorporated by reference from Appendix B to the Registrant’s Definitive Proxy Statement for its 2015 Annual Meeting of Shareholders, filed with the Commission on April 24, 2015)

EXHIBIT 5.1

 

March 18, 2016

Board of Directors FNB Bancorp 975 El Camino Real South San Francisco, CA 94080

  

Re:

FNB Bancorp 2008 Stock Option Plan

 

Dear Directors: 

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by FNB Bancorp (the “Company”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 350,000 shares of the Company’s Common Stock, no par value, issuable under the FNB Bancorp 2008 Stock Option Plan. As counsel to the Company, we have examined such questions of law and such corporate records and other documents as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that, in our opinion, these shares have been duly and validly authorized and, when issued and sold in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 

	Very truly yours,
	/s/ DODD MASON GEORGE LLP
	DODD MASON GEORGE LLP

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 our report dated March 15, 2016, relating to the consolidated financial statements of FNB Bancorp as of December 31, 2015 and 2014 and for each of the three years in the period ended December 2015.

 

/s/ Moss Adams LLP

 

Sacramento, California

March 18, 2016