As filed with the Securities and Exchange Commission on June 18, 2013
Registration No. 333-101152
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FIRST PACTRUST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland | 04-3639825 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.)
| |
18500 Von Karman Avenue, Suite 1100 Irvine, California |
92612 | |
(Address of principal executive offices) | (Zip Code) |
First PacTrust Bancorp, Inc. 401(k) Employee Stock Ownership Plan
(Full title of the plan)
Richard Herrin
Executive Vice President, Chief Administrative Officer
and Corporate Secretary
First PacTrust Bancorp, Inc.
18500 Von Karman Avenue, Suite 1100
Irvine, California 92612
(Name and address of agent for service)
(949) 236-5300
(Telephone number, including area code, 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 | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
First PacTrust Bancorp, Inc. (the Company) is filing this Post-Effective Amendment No. 1 (this Post-Effective Amendment) to deregister certain securities that were originally registered pursuant to the Companys Registration Statement on Form S-8 (File No. 333-101152) that was filed with the Securities and Exchange Commission on November 12, 2002 (the Registration Statement). The Registration Statement registered shares of the Companys common stock and, pursuant to General instruction F to Form S-8 and Rule 416(c) under the Securities Act of 1933, as amended, an indeterminate amount of plan interests to be offered and sold pursuant to the First PacTrust Bancorp, Inc. 401(k) Employee Stock Ownership Plan (the Plan).
Effective July 6, 2012, the Companys common stock was eliminated as a participant investment option under the Plan. Accordingly, this Post-Effective Amendment is being filed to deregister any remaining unsold shares of the Companys common stock as well as any plan interests previously registered under the Registration Statement.
SIGNATURES
The Registrant. 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 Irvine, State of California, on the 18th day of June, 2013.
FIRST PACTRUST BANCORP, INC. | ||
By: | /s/ Steven A. Sugarman | |
Steven A. Sugarman | ||
Chief Executive Officer (Duly Authorized Representative) |
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 date indicated.
/s/ Steven A. Sugarman |
/s/ Ronald J. Nicolas, Jr. | |
Steven A. Sugarman |
Ronald J. Nicolas, Jr. | |
Chief Executive Officer and Director |
Executive Vice President and Chief Financial Officer | |
(Principal Executive Officer) |
(Principal Financial Officer) | |
Date: June 18, 2013 |
Date: June 18, 2013 | |
/s/ Lonny D. Robinson |
/s/ Chad T. Brownstein | |
Lonny D. Robinson | Chad T. Brownstein | |
Executive Vice President and Chief Financial Officer, Pacific Trust Bank |
Director | |
(Principal Accounting Officer) | ||
Date: June 18, 2013 | Date: June 18, 2013 | |
/s/ Timothy R. Chrisman |
/s/ Robb Evans | |
Timothy R. Chrisman | Robb Evans | |
Director | Director | |
Date: June 18, 2013 | Date: June 18, 2013 | |
/s/ Jeff Karish |
/s/ Alvin L. Majors | |
Jeff Karish | Alvin L. Majors | |
Director | Director | |
Date: June 18, 2013 | Date: June 18, 2013 | |
/s/ Jonah Schnel |
||
Jonah Schnel | ||
Director | ||
Date: June 18, 2013 |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 18th day of June, 2013.
FIRST PACTRUST BANCORP, INC. 401(k) EMPLOYEE STOCK OWNERSHIP PLAN | ||
By: | /s/ Nikki Dang | |
Name: Nikki Dang | ||
Title: Plan Administrator |