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As filed with the Securities and Exchange Commission on June 6, 2001
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COBIZ INC.
(Exact name of registrant as specified in its charter)
Colorado 84-0826324
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
821 Seventeenth Street, Denver, Colorado 80202
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(Address of Principal Executive Offices) (Zip Code)
First Capital Bank of Arizona Amended and Restated 1995 Stock Option Plan
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(Full title of the plan)
Steven Bangert, Chairman of the Board and Chief Executive Officer
CoBiz Inc.
821 Seventeenth Street, Denver, Colorado 80202
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(Name and address of agent for service)
(303) 293-2265
(Telephone number, including area code, of agent for service)
Copy to:
Andrew L. Blair, Jr., Esq.
Sherman & Howard L.L.C.
633 Seventeenth Street, Suite 3000
Denver, Colorado 80202
(303) 297-2900
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE (2)
---------- ---------- --------------- ------------------ ------------
Common Stock, par value $0.01
per share 243,728 shares $19.55 $4,764,882 $1,191
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933,
based on the average high and low prices of the Common Stock on the
National Market System on May 31, 2001.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Item 1 of this Form is included in documents
sent or given to participants as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). In accordance with
Rule 428(a) and the requirements of Part I of Form S-8, such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
This Registration Statement also contains a Prospectus, prepared in
accordance with the requirements of Part I of Form S-3 (in accordance with
Section C of the General Instructions to Form S-8), which covers re-offers and
re-sales of shares of the Registrant's Common Stock that may be issued under the
First Capital Bank of Arizona Amended and Restated 1995 Stock Option Plan (the
"Plan").
The Plan was assumed by the Registrant in the Amended and Restated
Agreement and Plan of Merger dated November 28, 2000 pursuant to which the
Registrant acquired First Capital Bank of Arizona. That agreement is set forth
in the Company's Registration Statement on Form S-4 (Registration No. 333-51866)
relating to the acquisition.
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REOFFER PROSPECTUS
243,728 SHARES
COMMON STOCK
COBIZ INC.
This Prospectus relates to the sale by certain selling shareholders of
up to 243,728 shares of our common stock which they may acquire pursuant to the
First Capital Bank of Arizona Amended and Restated 1995 Stock Option Plan (the
"Plan"). We assumed the Plan in connection with our acquisition of First Capital
Bank of Arizona in March, 2001.
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INVESTING IN OUR COMMON STOCK INCLUDES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 1.
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This Prospectus may be used by any selling shareholder or by any
broker-dealer who may participate in sales of the shares.
The prices at which our shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.
Our common stock trades on the Nasdaq National Market under the symbol
"COBZ".
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JUNE 6, 2001.
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TABLE OF CONTENTS
Section Page
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The Company.......................................................................................................1
Risk Factors......................................................................................................1
Changes in Economic Conditions...........................................................................1
Adequacy of Allowance for Loan and Lease Losses..........................................................1
Lending Risks............................................................................................1
Difficulties in Managing Growth..........................................................................3
Reliance on Management...................................................................................4
Interest Rate Fluctuation................................................................................4
Competition..............................................................................................4
Technology...............................................................................................5
Capital Contributions to Bank............................................................................5
Government Regulation....................................................................................5
A Warning About Forward-Looking Statements........................................................................6
Use of Proceeds...................................................................................................7
Selling Shareholders..............................................................................................7
Plan of Distribution..............................................................................................9
Experts...........................................................................................................9
Legal Matters....................................................................................................10
Where You Can Find Available Information ........................................................................10
Documents Incorporated by Reference..............................................................................10
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities offered in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation, or in any
jurisdiction where such solicitation is not authorized, or in which the person
making such offer or solicitation is not qualified to do so. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company or that the information contained or incorporated by
reference herein is correct as of any time subsequent to its date.
(i)
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THE COMPANY
CoBiz Inc. (the "Company") is a financial holding company headquartered
in Denver, Colorado. Its wholly-owned subsidiaries, Colorado Business Bank, N.A.
and First Capital Bank of Arizona (the "Banks"), are full service banking
institutions with nine Colorado locations and two Arizona locations,
respectively. The principal executive offices of the Company are located at 821
Seventeenth Street, Denver, Colorado 80202 and its telephone number is (303)
293-2265.
RISK FACTORS
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. EACH PROSPECTIVE PURCHASER OF THE SHARES OFFERED HEREBY SHOULD CAREFULLY
READ THE ENTIRE PROSPECTUS AND SHOULD GIVE SPECIAL CONSIDERATION TO THE RISK
FACTORS DESCRIBED BELOW.
CHANGES IN ECONOMIC CONDITIONS MAY CAUSE US TO INCUR LOAN AND LEASE
LOSSES.
The inability of borrowers to repay loans and leases can erode our
earnings and capital. Our loan and lease portfolio is somewhat less diversified
than that of a traditional community bank because it includes a higher
concentration of larger commercial loans. Substantially all of our loans and
leases are to businesses and individuals in the Denver and Phoenix metropolitan
areas, and any decline in the economy of these market areas could impact us
adversely. Recent economic conditions in the Denver and Phoenix metropolitan
areas have been generally more favorable than those in many other regions of the
country, but there can be no assurance that such favorable conditions will
continue to prevail.
OUR ALLOWANCE FOR LOAN AND LEASE LOSSES MAY NOT BE ADEQUATE TO COVER
ACTUAL LOAN LOSSES.
As a lender, we are exposed to the risk that our customers will be
unable to repay their loans according to their terms and that any collateral
securing the payment of their loans may not be sufficient to assure repayment.
Credit losses are inherent in the lending business and could have a material
adverse effect on our operating results. We make various assumptions and
judgments about the collectibility of our loan and lease portfolio and provide
an allowance for potential losses based on a number of factors. If our
assumptions are wrong, our allowance for loan and lease losses may not be
sufficient to cover our losses, thereby having an adverse effect on our
operating results, and may cause us to increase the allowance in the future. In
addition, although our level of delinquencies historically has been low, we have
been increasing and expect to continue to increase the number and amount of
loans we originate and we cannot assure you that we will not experience an
increase in delinquencies and losses as these loans continue to age,
particularly if the favorable economic conditions in Colorado and Arizona
reverse. The actual amount of future provisions for loan and lease losses cannot
now be determined and may exceed the amounts of past provisions. Additions to
our allowance for loan and lease losses would decrease our net income.
OUR BUSINESS IS SUBJECT TO VARIOUS LENDING RISKS DEPENDING ON THE
NATURE OF THE BORROWER'S BUSINESS, ITS CASH FLOW AND OUR COLLATERAL.
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Our commercial real estate loans involve higher principal amounts than
other loans, and repayment of these loans may be dependent on factors outside
our control or the control of our borrowers. Commercial real estate lending
typically involves higher loan principal amounts, and the repayment of these
loans generally is dependent, in large part, on sufficient income from the
properties securing the loans to cover operating expenses and debt service.
Rental income may not rise sufficiently over time to meet increases in the loan
rate at repricing or increases in operating expenses, such as utilities and
taxes. As a result, impaired loans may be more difficult to identify without
some seasoning. Because payments on loans secured by commercial real estate
often depend upon the successful operation and management of the properties,
repayment of such loans may be affected by factors outside the borrower's
control, such as adverse conditions in the real estate market or the economy or
changes in government regulation. If the cash flow from the property is reduced,
the borrower's ability to repay the loan and the value of the security for the
loan may be impaired.
Repayment of our commercial loans is often dependent on cash flow of
the borrower, which may be unpredictable, and collateral securing these loans
may fluctuate in value. Our commercial loans are primarily made based on the
cash flow of the borrower and secondarily on the underlying collateral provided
by the borrower. Most often, this collateral is accounts receivable, inventory,
equipment or real estate. In the case of loans secured by accounts receivable,
the availability of funds for the repayment of these loans may be substantially
dependent on the ability of the borrower to collect amounts due from its
customers. Other collateral securing loans may depreciate over time, may be
difficult to appraise and may fluctuate in value based on the success of the
business.
Our construction loans are based upon estimates of costs to construct
and value associated with the completed project. These estimates may be
inaccurate. Because of the uncertainties inherent in estimating construction
costs, as well as the market value of the completed project and the effects of
governmental regulation of real property, it is relatively difficult to evaluate
accurately the total funds required to complete a project and the related loan-
to-value ratio. As a result, construction loans often involve the disbursement
of substantial funds with repayment dependent, in part, on the success of the
ultimate project and the ability of the borrower to sell or lease the property,
rather than the ability of the borrower or guarantor to repay principal and
interest. Delays in completing the project may arise from labor problems,
material shortages and other unpredictable contingencies. If the estimate of
construction costs is inaccurate, we may be required to advance additional funds
to complete construction. If our appraisal of the value of the completed project
proves to be overstated, we may have inadequate security for the repayment of
the loan upon completion of construction of the project.
Our consumer loans generally have a higher risk of default than our
other loans. Consumer loans entail greater risk than residential mortgage loans,
particularly in the case of consumer loans that are unsecured or secured by
rapidly depreciating assets. In such cases, any repossessed collateral for a
defaulted consumer loan may not provide an adequate source of repayment of the
outstanding loan balance as a result of damage, loss or depreciation. The
remaining deficiency often does not warrant further collection efforts against
the borrower beyond obtaining a deficiency judgment. In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
thus, are more likely to be adversely affected by job loss, divorce, illness or
personal bankruptcy. Furthermore, the application of various
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Federal and state laws, including Federal and state bankruptcy and insolvency
laws, may limit the amount that can be recovered on such loans.
Repayment of our direct finance leases is often dependent on cash flow
of the borrower, which may be unpredictable, and collateral securing these
leases may fluctuate in value. Leases are primarily made based on the identified
cash flow of the borrower and secondarily on the underlying collateral provided
by the borrower. Generally, leases finance 100% of the cost of the equipment,
which represents the underlying collateral. The collateral securing equipment
leases may depreciate over time, may be difficult to appraise and may fluctuate
in value based on the success of the business.
WE MAY EXPERIENCE DIFFICULTIES IN MANAGING OUR GROWTH.
As part of our strategy, we may expand into additional communities or
attempt to strengthen our position in our current markets by undertaking
additional de novo branch openings or new bank formations. We believe that it
may take up to eighteen months for new banking facilities to first achieve
operational profitability, due to the impact of overhead expenses and the
start-up phase of generating loans and deposits. To the extent that we undertake
growth initiatives, we are likely to continue to experience the effects of
higher operating expenses relative to operating income from the new operations,
which may have an adverse effect on our levels of reported net income, return on
average equity and return on average assets.
In addition, we may acquire financial institutions and related
businesses that we believe provide a strategic fit with our business. To the
extent that we grow through acquisitions, we cannot assure you that we will be
able to adequately and profitably manage such growth. Acquiring other financial
institutions and businesses involves risks commonly associated with
acquisitions, including:
o potential exposure to unknown or contingent liabilities of
financial institutions and other businesses we acquire;
o exposure to potential asset quality issues of the acquired
banks or businesses;
o difficulty and expense of integrating the operations and
personnel of banks and businesses we acquire;
o potential disruption to our business;
o potential diversion of our management's time and attention;
o the possible loss of key employees and customers of the banks
and businesses we acquire; and
o incurrence of goodwill if we account for an acquisition as a
purchase.
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WE RELY HEAVILY ON OUR MANAGEMENT, AND THE LOSS OF ANY OF OUR SENIOR
OFFICERS MAY ADVERSELY AFFECT OUR OPERATIONS.
Consistent with our policy of focusing growth initiatives on the
recruitment of qualified personnel, we are highly dependent on the continued
services of a small number of our executive officers and key employees. The loss
of the services of any of these individuals could adversely affect our business,
financial condition, results of operations and cash flows. We do not have key
person life insurance on the life of any of these individuals. The failure to
recruit and retain key personnel could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
CHANGES IN INTEREST RATES MAY AFFECT OUR PROFITABILITY.
Our profitability is in part a function of the spread between the
interest rates earned on investments and loans and the interest rates paid on
deposits and other interest-bearing liabilities. Our net interest spread and
margin will be affected by general economic conditions and other factors,
including fiscal and monetary policies of the federal government, that influence
market interest rates and our ability to respond to changes in such rates. At
any given time, our assets and liabilities will be such that they are affected
differently by a change in interest rates. As a result, an increase or decrease
in rates, the length of loan terms or the mix of adjustable and fixed rate loans
in our portfolio could have a positive or negative effect on our net income,
capital and liquidity. We have traditionally managed our assets and liabilities
in such a way that we have a positive interest rate gap. As a general rule,
banks with positive interest rate gaps are more likely to be susceptible to
declines in net interest income in periods of falling interest rates and are
more likely to experience increases in net interest income in periods of rising
interest rates.
OUR BUSINESS AND FINANCIAL CONDITION MAY BE ADVERSELY AFFECTED BY AN
INCREASE IN COMPETITION.
The banking business in the Denver and Phoenix metropolitan areas is
highly competitive and is currently dominated by a number of large regional
financial institutions. In addition to these regional banks, there are a number
of smaller commercial banks that operate in the areas. We compete for loans and
deposits with banks, savings and loan associations, finance companies, credit
unions and mortgage bankers. In addition to traditional financial institutions,
we also compete for loans with brokerage and investment banking companies and
governmental agencies that make available low cost or guaranteed loans to
certain borrowers. Particularly in times of high interest rates, we also face
significant competition for deposits from sellers of short-term money market
securities and other corporate and government securities.
By virtue of their larger capital bases or affiliation with larger
multibank holding companies, many of our competitors have substantially greater
capital resources and lending limits than we have and perform other functions
that we offer only through correspondents. Interstate banking is permitted in
Colorado and Arizona, and unlimited state-wide branch banking is permitted. As a
result, we have experienced, and expect to continue to experience, greater
competition in our primary service areas. Our business, financial condition,
results of operations and cash flows may be adversely affected by an increase in
competition. Moreover, recently enacted and proposed legislation has focused on
expanding the ability of participants in
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the banking and thrift industries to engage in other lines of business. The
enactment of such legislation could put us at a competitive disadvantage because
we may not have the capital to participate in other lines of business to the
same extent as more highly capitalized financial service holding companies.
WE CONTINUALLY ENCOUNTER TECHNOLOGICAL CHANGE, AND WE MAY HAVE FEWER
RESOURCES THAN OUR COMPETITORS TO CONTINUE TO INVEST IN TECHNOLOGICAL
IMPROVEMENTS.
The financial services industry is undergoing rapid technological
changes, with frequent introductions of new technology-driven products and
services. In addition to better serving customers, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, upon our ability to address the
needs of our customers by using technology to provide products and services that
will satisfy customer demands for convenience, as well as to create additional
efficiencies in our operations. Many of our competitors have substantially
greater resources to invest in technological improvements. We cannot assure you
that we will be able to effectively implement new technology-driven products and
services or be successful in marketing these products and services to our
customers.
WE MAY BE REQUIRED TO MAKE CAPITAL CONTRIBUTIONS TO THE BANKS IF THEY
BECOME UNDERCAPITALIZED.
Under federal law, a financial holding company may be required to
guarantee a capital plan filed by an undercapitalized bank subsidiary with its
primary regulator. If the subsidiary defaults under the plan, the holding
company may be required to contribute to the capital of the subsidiary bank in
an amount equal to the lesser of 5% of the bank's assets at the time it became
undercapitalized or the amount necessary to bring the bank into compliance with
applicable capital standards. Therefore, it is possible that we will be required
to contribute capital to the Banks or any other bank that we may acquire in the
event that such bank becomes undercapitalized. If we are required to make such
capital contribution at a time when we have other significant capital needs, our
business, financial condition, results of operations and cash flows could be
adversely affected.
WE ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATION, AND ANY REGULATORY
CHANGES MAY ADVERSELY AFFECT US.
The banking industry is heavily regulated under both federal and state
law. These regulations are primarily intended to protect customers, not our
creditors or shareholders. As a financial holding company, we are also subject
to extensive regulation by the Federal Reserve Board, in addition to other
regulatory and self-regulatory organizations. Regulations affecting banks and
financial services companies undergo continuous change, and we cannot predict
the ultimate effect of such changes, which could have a material adverse effect
on our profitability or financial condition.
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A WARNING ABOUT FORWARD - LOOKING STATEMENTS
This prospectus and the documents incorporated herein by reference
contain forward-looking statements which describe our future plans, strategies
and expectations. All forward-looking statements are based on assumptions and
involve risks and uncertainties, many of which are beyond our control and which
may cause our actual results, performance or achievements to differ materially
from the results, performance or achievements that we anticipate. In addition to
those described above under "Risk Factors," such risks and uncertainties
include, among other things:
o adverse changes in the economy or business conditions, either
nationally or in our market areas, could increase
credit-related losses and expenses;
o increases in defaults by borrowers and other delinquencies
could result in increases in our provision for losses on loans
and leases and related expenses;
o our ability to manage growth, including the successful
expansion of the customer support, administrative
infrastructure and internal management systems, could
adversely affect our results of operations and prospects;
o fluctuations in interest rates and market prices could reduce
our net interest margins, asset valuations and expense
expectations;
o the consequences of continued bank acquisitions and mergers in
our market areas, resulting in fewer but much larger and
financially stronger competitors could increase competition
for financial services to our detriment;
o our inability to achieve the financial goals in our strategic
plans could adversely affect our results of operations;
o the timing, impact and other uncertainties of any future
acquisitions and our success or failure in the integration of
their operations could increase costs and adversely affect our
results of operations;
o our continued growth will depend in part on our ability to
enter new markets successfully and capitalize on growth
opportunities;
o changes in legislative or regulatory requirements applicable
to us and our subsidiaries could increase costs, limit certain
operations and adversely affect our results of operations;
o changes in tax requirements, including tax rate changes, new
tax laws and revised tax law interpretations may increase our
tax expense or adversely affect our customers' businesses; and
o other factors discussed in "Risk Factors" may adversely affect
us.
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In light of these risks, uncertainties and assumptions, you should not
place undue reliance on any forward-looking statements in this prospectus or the
documents incorporated herein by reference. We undertake no obligation to
publicly update or otherwise revise any forward-looking statements, whether as
a result of new information, future events or otherwise.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares covered by
this prospectus.
SELLING SHAREHOLDERS
The shares of Common Stock to which this Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders who may acquire
such shares pursuant to the Plan. The Selling Shareholders named below may
resell all, a portion or none of such shares from time to time.
The Selling Shareholders are persons who may be considered "affiliates"
of the Company to whom options have been granted under the Plan.
The following table sets forth, as of April 6, 2001: (i) the name of
each Selling Shareholder, (ii) his or her position(s) with the Company and its
predecessor or affiliates over the last three years, (iii) the number of
outstanding shares of Common Stock owned by each such Selling Shareholder as of
that date, (iv) the number of shares of Common Stock issuable under the Plan to
each such Selling Shareholder based on options outstanding at that date, (v) the
number of shares covered by this Prospectus that may be sold for the account of
such Selling Shareholder, and (vi) the number of Shares and percentage of class
that would be owned by each such Selling Shareholder if all such registered
shares were issued to and sold by all Selling Shareholders. If options or shares
are granted to additional Selling Shareholders in the future, or if additional
options or shares are granted to the Selling Shareholders named below, a
Prospectus Supplement will be filed amending the table. None of the Selling
Shareholders named in the table has had any position, office or other material
relationship within the past three years with the Company or any of its
predecessors or affiliates, other than as described below.
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NUMBER OF SHARES THAT WOULD BE OWNED
SHARES ISSUABLE IF ALL SHARES COVERED BY THIS
NUMBER OF UNDER THE PLAN NUMBER OF PROSPECTUS WERE SOLD
SHARES OWNED BASED ON SHARES COVERED -----------------------------
BEFORE THIS OPTIONS BY THIS PERCENT
NAME AND POSITION OFFERING(1) GRANTED(2) PROSPECTUS(3) NUMBER OF CLASS(4)
----------------- ------------ --------------- ------------- ------ -----------
Harold F. Mosanko 55,476 83,113(5) 83,113 55,476 .65%
Director-CoBiz Inc.
and Chairman of
the Board of
First Capital Bank
of Arizona,
March 2001-
present; President,
Chief Executive
Officer and
Director-First
Capital Bank of
Arizona, August
1996-March 2001
Alan R. Kennedy 30,572 4,759(6) 4,759 30,572 .36%
Director-CoBiz
Inc., March 2001-
present; Director-
First Capital Bank
of Arizona, August
1996-March 2001
Thomas M. Longust 24,386 4,759(7) 4,759 24,386 .29%
Director-CoBiz
Inc., March 2001-
present; Director-
First Capital Bank
of Arizona, August
1996-March 2001
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(1) Includes outstanding shares actually owned by the Selling Shareholders
as of April 6, 2001.
(2) Includes shares underlying options granted to the Selling Shareholders
under the Plan as of April 6, 2001, without regard to whether such
options are currently exercisable or will become exercisable within 60
days after April 6, 2001.
(3) Includes shares of Common Stock that may be issued upon exercise of
options previously granted under the Plan.
(4) Calculated based on the number of outstanding shares of Common Stock as
of April 6, 2001 plus the additional shares that would be outstanding
if all options reflected in the second column of the table were
exercised.
(5) Includes 68,455 shares underlying options that are or will become
exercisable within 60 days after April 6, 2001.
(6) Includes 4,759 shares underlying options that are or will become
exercisable within 60 days after April 6, 2001.
(7) Includes 4,759 shares underlying options that are or will become
exercisable within 60 days after April 6, 2001.
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PLAN OF DISTRIBUTION
All of the shares covered by this prospectus would be sold for the
accounts of the Selling Shareholders. The Company would not receive any of the
proceeds from the sale of the shares.
The Company has been advised that the shares covered by this prospectus
may be sold from time to time by the Selling Shareholders, or by any pledgee or
other successor in interest to the Selling Shareholders, in regular brokerage
transactions on the Nasdaq National Market or otherwise in the over-the-counter
market, in transactions directly with market makers, in privately negotiated
transactions, or through a combination of such methods at market prices
prevailing at the time of sale or at negotiated prices.
The Selling Shareholders, or any pledgee or other successor in
interest, may effect such transactions by selling shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling Shareholders, any pledgee
or other successor in interest of the Selling Shareholders, or from the
purchasers of shares for whom such broker-dealers may act as agent, or to whom
they sell as principal, or both (which compensation, as to a particular
broker-dealer, may be in excess of customary commissions). The Selling
Shareholders and any such dealers or agents that participate in the distribution
of the shares may be deemed to be underwriters within the meaning of the
Securities Act, and any profit on the sale of the shares by them and any
discounts, commissions or concessions received by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
dealers and agents may engage in transactions with, and perform services for,
the Company.
Certain expenses in connection with the registration of the shares
under the Securities Act, including fees and expenses of the Company's counsel
and accountants, filing fees and printing expenses, will be borne by the
Company. Each Selling Shareholder will bear his or her own legal and accounting
expenses, if any, as well as all transfer taxes, discounts, concessions,
commissions or other compensation paid to broker-dealers.
Any shares that qualify for resale pursuant to Rule 144 promulgated
under the Securities Act may be sold under the Rule rather than pursuant to this
Prospectus.
There can be no assurance that the Selling Shareholders will sell any
or all of the shares covered by this Prospectus.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference from the CoBiz Inc. Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of First Capital Bank of Arizona as of
December 31, 2000 and 1999, and for each of the years in the two-year period
ended December 31, 2000 incorporated in this Prospectus by reference from the
CoBiz Inc. Amendment No. 1 to Form 8-K dated March 6, 2001 have been audited by
S. R. Snodgrass, A.C., independent auditors, as stated in their report,
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which is incorporated herein by reference, and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
All audited financial statements incorporated by reference in this
Prospectus from reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act will be so incorporated in
reliance upon the report of the independent auditors contained in those reports
given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Sherman & Howard L.L.C., Denver, Colorado.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Exchange Act of
1934, as amended (the "Act"), which registers the common stock being offered by
this Prospectus. The Registration Statement, including its attached exhibits and
schedules, contains additional relevant information about us and our common
stock. The rules and regulations of the Commission allow us to omit certain
information included in the Registration Statement from this Prospectus. Such
additional information is available for inspection and copying at the offices of
the Commission.
We file annual, quarterly and current reports, proxy statements and
other information with the Commission. You may read and copy any reports,
statements or other information that we file at the Public Reference Room of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Information
concerning the operation of the Public Reference Room may be obtained by calling
the Commission at 1-800-SEC-0330. Our public filings are also available from
commercial document retrieval services and at the Internet web site maintained
by the Commission at http://www.sec.gov.
DOCUMENTS INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" information into
this Prospectus, which means that we can disclose important information to
investors by referring them to another document filed separately with the
Commission. The information incorporated by reference is deemed to be part of
this Prospectus, except for any information superseded by information contained
directly in this document. This Prospectus incorporates by reference the
documents set forth below that we have previously filed with the Commission.
These documents contain important information about us and our financial
condition.
The Company hereby incorporates by reference the documents listed
below:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
(b) The Company's Current Report on Form 8-K, as filed on March 8,
2001.
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15
(c) The Company's Current Report on Form 8-K, as filed on March 23,
2001.
(d) The Company's Amendment No. 1 to Current Report on Form 8-K, as
filed on May 22, 2001.
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
(f) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed June 11, 1998, pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such information.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares described in this Prospectus shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statements so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, copies of any or all of the documents
which are incorporated by reference herein (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests for such documents should be directed to CoBiz Inc.,
821 Seventeenth Street, Denver, Colorado, telephone: (303) 293-2265, Attention:
Richard J. Dalton, Executive Vice President and Chief Financial Officer.
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16
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by CoBiz Inc. (the "Company" or the
"Registrant") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the period ended
December 31, 2000, (File No. 001-15955);
(b) The Company's Current Report on Form 8-K, as filed on March 8,
2001, (File No. 001-15955);
(c) The Company's Current Report on Form 8-K, as filed on March 23,
2001, (File No. 001-15955);
(d) The Company's Amendment No. 1 to Current Report on Form 8-K, as
filed on May 22, 2001, (File No. 001-15955);
(e) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, (File No. 001-15955); and
(f) The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed June 11, 1998, pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such information.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, as amended, subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered 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 thereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
All of the securities being registered are registered under Section 12
of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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17
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation and Bylaws provide that the
Registrant shall indemnify its directors, officers, employees and agents to the
fullest extent now or hereafter permitted by Colorado law. Under such
provisions, any director or officer who, in his or her capacity as such, is
made, or threatened to be made, a party to any suit or proceeding will be
indemnified if such director or officer acted in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe that his or her conduct was unlawful. The Articles of Incorporation,
Bylaws and Colorado law further provide that such indemnification is not
exclusive of any other rights to which such individual may be entitled under the
Articles of Incorporation, Bylaws, any agreement, insurance policies, vote of
shareholders or disinterested directors or otherwise.
In addition, the Articles of Incorporation provide that, to the full
extent now or hereafter permitted by Colorado law, the Registrant's directors
will not be liable for monetary damages for breach of their fiduciary duty of
care to the Registrant and its shareholders. This provision in the Articles of
Incorporation does not eliminate the directors' fiduciary duty of care, and, in
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Colorado law. Each
director will continue to be subject to liability for breach of his or her duty
of loyalty to the Registrant and its shareholders for acts or omissions not in
good faith or involving intentional misconduct or knowing violations of law, for
certain activities prohibited by Colorado law (relating primarily to the
unlawful payment of dividends or repurchase of stock), or for any transaction
from which the director derived an improper personal benefit. This provision
does not affect a director's responsibilities under any other laws, such as the
federal securities laws or state or federal environmental laws.
The Registrant maintains director's and officers' liability insurance
with a $10.0 million limit per year. The Registrant pays annual premiums and
expenses relating to the policy of approximately $49,000 per year.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
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18
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
(a) 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;
and
(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 (i) and (ii) do not apply
if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the Registration
Statement.
(b) 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.
(c) 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.
2. 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 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 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.
3. 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
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19
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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and County of Denver, State
of Colorado, on June 6, 2001.
COBIZ INC.
By: /s/ Steven Bangert
-------------------------------------
Steven Bangert
Chairman of the Board and Chief
Executive Officer
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21
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Steven Bangert and Richard J. Dalton, and
each of them, his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, 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 each and
every act and thing requisite or necessary to be done in and about the premises,
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 and agents, or either
of them, or their or his substitute or substitutes, 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/ Steven Bangert Chairman of the Board and June 6, 2001
---------------------------------------- Chief Executive Officer
Steven Bangert
/s/ Jonathan C. Lorenz Vice Chairman of the Board June 6, 2001
---------------------------------------- and President
Jonathan C. Lorenz
/s/ Richard J. Dalton Executive Vice President and June 6, 2001
---------------------------------------- Chief Financial Officer
Richard J. Dalton
/s/ Lyne B. Andrich Senior Vice President and June 6, 2001
----------------------------------------- Controller (Chief Accounting Officer)
Lyne B. Andrich
/s/ Virginia K. Berkeley Director June 6, 2001
----------------------------------------
Virginia K. Berkeley
/s/ Michael B. Burgamy Director June 6, 2001
----------------------------------------
Michael B. Burgamy
/s/ Timothy J. Travis Director June 6, 2001
----------------------------------------
Timothy J. Travis
/s/ Mark S. Kipnis Director June 6, 2001
----------------------------------------
Mark S. Kipnis
/s/ Noel N. Rothman Director June 6, 2001
----------------------------------------
Noel N. Rothman
/s/ Howard R. Ross Director June 6, 2001
----------------------------------------
Howard R. Ross
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/s/ Harold F. Mosanko Director June 6, 2001
----------------------------------------
Harold F. Mosanko
/s/ Alan R. Kennedy Director June 6, 2001
----------------------------------------
Alan R. Kennedy
/s/ Thomas M. Longust Director June 6, 2001
----------------------------------------
Thomas M. Longust
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23
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Sherman & Howard L.L.C.
23(a) Independent Auditors' Consent - Deloitte & Touche LLP
23(b) Independent Auditors' Consent - S. R. Snodgrass, A.C.
23(c) Consent of Sherman & Howard L.L.C. (included in Exhibit 5)
24 Powers of Attorney (included on the signature page to the Registration
Statement)
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