Maryland
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04-3639825
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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18500 Von Karman Avenue, Suite 1100
Irvine, California
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92612
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(Address of Principal Executive Offices)
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(Zip Code)
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[ ] Large accelerated filer
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[X] Accelerated Filer
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[ ] Non-accelerated filer (Do not check if a smaller reporting company)
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[ ] Smaller reporting company
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Title of securities to be
registered
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Amount to be
registered
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Proposed
maximum
offering price
per share
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, par value
$.01 per share
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4,000,000 shares
(1)
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$15.12
(2)
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$60,480,000
(2)
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$8,250
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Banc of California, Inc.
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(2)
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Calculated in accordance with Rule 457 under the Securities Act of 1933, based on the average of the high and low sale prices per share of the common stock on the NASDAQ Stock Market on July 26, 2013 of $15.12.
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PART I
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(a)
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the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as amended on Form 10-K/A filed on April 30, 2013;
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(b)
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the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013;
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(c)
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the Company’s Current Reports on Form 8-K filed on November 2, 2012, January 3, 2013, February 19, 2013, March 4, 2013, March 5, 2013, April 2, 2013, April 11, 2013, April 25, 2013 (two filings), May 6, 2013, May 15, 2013, June 3, 2013, June 4, 2013 (two filings), June 5, 2013, June 6, 2013, June 12, 2013, June 21, 2013 (two reports), June 26, 2013, July 1, 2013, July 2, 2013 (two reports), July 3, 2013, July 8, 2013, July 17, 2013, July 19, 2013, July 22, 2013 (as amended on July 24, 2013), and July 30, 2013; and
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(d)
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the description of the common stock, par value $.01 per share, of the Company contained in the Company’s Registration Statement on Form 8-A filed on May 8, 2002, and all amendments or reports filed for the purpose of updating such description.
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Item 8.
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Exhibits
.
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Item 9.
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Undertakings
.
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(2)
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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)
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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.
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(b)
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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 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.
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(c)
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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
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BANC OF CALIFORNIA, INC.
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By:
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/s/ Steven A. Sugarman
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Steven A. Sugarman
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Chief Executive Officer
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/s/ Steven A. Sugarman
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/s/ Ronald J. Nicolas, Jr.
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Steven A. Sugarman
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Ronald J. Nicolas, Jr.
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Chief Executive Officer and Director
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Executive Vice President and Chief Financial Officer
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(Principal Executive Officer)
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(Principal Financial Officer)
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Date: July 31, 2013
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Date: July 31, 2013
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/s/ Lonny D. Robinson
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/s/ Chad T. Brownstein
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Lonny D. Robinson
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Chad T. Brownstein
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Executive Vice President and Chief Financial Officer, Pacific Trust Bank
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Director
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(Principal Accounting Officer)
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Date: July 31, 2013
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Date: July 31, 2013
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/s/ Timothy R. Chrisman
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/s/ Robb Evans
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Timothy R. Chrisman
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Robb Evans
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Director
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Director
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Date: July 31, 2013
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Date: July 31, 2013
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/s/ Eric L. Holoman
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/s/ Jeff Karish
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Eric L. Holoman
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Jeff Karish
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Director
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Director
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Date: July 31, 2013
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Date: July 31, 2013
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/s/ Jonah Schnel
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Jonah Schnel
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Director
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Date: July 31, 2013
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Exhibit
Number
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Document
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4.1
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Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on March 28, 2002 and incorporated herein by reference)
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4.2
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Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 4, 2011 and incorporated herein by reference)
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4.3
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Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Senior Non-Cumulative Perpetual Preferred Stock, Series A (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 30, 2011 and incorporated herein by reference)
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4.4
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Articles supplementary to the Charter of the Registrant. containing the terms of the Registrant’s Class B Non-Voting Common Stock (filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on November 16, 2010 and incorporated herein by reference)
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4.5
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Articles of Amendment to Articles Supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 12, 2011 and incorporated herein by reference)
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4.6
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Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series C (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference)
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4.7
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Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Non-Cumulative Perpetual Preferred Stock, Series B (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference)
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4.8
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Articles of Amendment to the Charter of the Registrant changing the Registrant’s name (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference)
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4.9
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Bylaws of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference).
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5
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Opinion of Silver, Freedman & Taff, L.L.P.
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10.1
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The Registrant’s 2013 Omnibus Stock Incentive Plan (the “2013 Omnibus Plan”) (included as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 11, 2013 and incorporated herein by reference).
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10.2
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Form of Incentive Stock Option Agreement under the Omnibus Incentive Plan.
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10.3
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Form of Non-Qualified Stock Option Agreement under the Omnibus Incentive Plan.
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10.4
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Form of Restricted Stock Agreement under the Omnibus Incentive Plan.
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23.1
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Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5).
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23.2
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Consent of KPMG LLP
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23.3
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Consent of Crowe Horwath LLP
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23.4
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Consent of Vavrinek, Trine, Day & Co., LLP
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23.5
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Consent of McGladrey LLP
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24
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Power of Attorney (contained on signature page).
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1.
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The shares of Common Stock being so registered have been duly authorized.
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2.
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Such shares will be, when and if issued, sold and paid for as contemplated by the Plan, validly issued, fully paid and non-assessable.
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Very truly yours,
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/s/ SILVER, FREEDMAN & TAFF, L.L.P.
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SILVER, FREEDMAN & TAFF, L.L.P.
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Option Shares Exercisable
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Date Exercisable
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BANC OF CALIFORNIA, INC.
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By:
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ACCEPTED
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(Street Address)
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(City, State and Zip Code)
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Option Shares Exercisable
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Date Exercisable
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BANC OF CALIFORNIA, INC.
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By:
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ACCEPTED
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(Street Address)
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(City, State and Zip Code)
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Date of Vesting
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Number of Shares Vested
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BANC OF CALIFORNIA, INC.
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By:
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ACCEPTED
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(Street Address)
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(City, State and Zip Code)
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