As
filed with the U.S. Securities and Exchange Commission on May 4,
2009
Registration No.
333-_________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
________________
PACIFIC
PREMIER BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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33-0743196
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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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1600
Sunflower Ave., 2nd
Floor
Costa
Mesa, California 92626
(714)
431-4000
(Address,
including zip code, and telephone number, including area code, of Registrant’s
principal executive offices)
________________
Steven
R. Gardner
President
and Chief Executive Officer
Pacific
Premier Bancorp, Inc.
1600
Sunflower Ave., 2nd
Floor
Costa
Mesa, California 92626
(714)
431-4000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service for Registrant)
________________
with
copies to:
Norman
B. Antin
Jeffrey
D. Haas
Patton
Boggs LLP
2550
M Street, N.W.
Washington,
D.C. 20037
(202)
457-6000
________________
Approximate date of commencement of
proposed sale to the public: From time to time after this
Registration Statement becomes effective.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. £
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with the dividend or interest
reinvestment plans, check the following box. R
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. £
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. £
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment hereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. £
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. £
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):
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Large
accelerated filer £
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Accelerated
filer £
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Non-accelerated
filer
£
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Smaller
reporting company R
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(Do
not check if a
smaller
reporting company)
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of
Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Price
per Unit
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Proposed
Maximum Aggregate
Offering
Price
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Amount
of
Registration
Fee
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Common
Stock(1)
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1,166,400(1)
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$4.05(2)
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$4,723,920(2)
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$263.60
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(1)
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Includes
1,166400 shares of common stock issuable upon exercise of warrants, and
such additional number of shares of common stock, of a currently
indeterminable amount, as may from time to time become issuable by reason
of stock splits, stock dividends and certain anti-dilution provisions set
forth in such warrant, which shares of common stock are registered
hereunder pursuant to Rule 416.
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(2)
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Calculated
in accordance with Rule 457(c) of the Securities Act, based on the average
high and low prices reported on the Nasdaq Global Market on April 28,
2009.
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________________
The Registrant hereby amends this
Registration Statement on such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may
determine.
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We
will amend and complete the information in this prospectus. The
selling stockholders may not sell any of these securities or accept your
offer to buy any of them until the documentation filed with the Securities
and Exchange Commission relating to these securities has been declared
“effective” by the Securities and Exchange Commission. This
prospectus is not an offer to sell these securities and the selling
stockholders are not soliciting your offer to buy these securities in any
state or other jurisdiction where that would not be permitted or
legal.
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SUBJECT
TO COMPLETION, DATED MAY 4, 2009
PROSPECTUS
PACIFIC
PREMIER BANCORP, INC.
1,166,400
SHARES OF COMMON STOCK
This
prospectus relates to the potential resale from time to time by selling
stockholders of 1,166,400 shares of our common stock issuable from time to time
upon exercise of warrants issued in connection with a private placement of $12
million of notes by Pacific Premier Bancorp, Inc. in January 2002.
After
exercising the warrants, the selling stockholders and their successors,
including transferees, which we collectively refer to as the selling
stockholders, may offer the 1,166,400 shares of common stock from time to time
directly or through underwriters, broker-dealers or agents and in one or more
public or private transactions and at fixed prices, prevailing market prices, at
prices related to prevailing market prices or at negotiated
prices. If these securities are sold through underwriters,
broker-dealers or agents, the selling stockholders will be responsible for
underwriting discounts or commissions or agents’ commissions.
We will
not receive any proceeds from the sale of the common stock by the selling
stockholders.
Our
common stock is traded on the Nasdaq Global Market under the symbol
“PPBI.” On April 28, 2009, the closing price of our common stock on
the Nasdaq Global Market was $4.05 per share. You are urged to obtain
current market prices of our common stock.
Investing
in our securities involves a high degree of risk. See “Risk Factors”
beginning on page 2.
Our
principal executive offices are located at 1600 Sunflower Ave., 2nd Floor,
Costa Mesa, California 92626 and our telephone number is (714)
431-4000. Our Internet address is http://www.ppbi.com.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
These
securities are not savings accounts, deposits or other obligations of any bank
and are not insured or guaranteed by the Federal Deposit Insurance Corporation
or any other governmental agency.
The date of this prospectus is _______,
2009.
TABLE
OF CONTENTS
This
prospectus is part of a registration statement we filed with the Securities and
Exchange Commission, or the SEC, using a “shelf” registration
process. Under this shelf registration process, the selling
stockholders may, from time to time, offer and sell, in one or more offerings,
the securities described in this prospectus.
The
registration statement containing this prospectus, including the exhibits to the
registration statement, provides additional information about us and the
securities offered under this prospectus. The registration statement,
including the exhibits and the documents incorporated herein by reference, can
be read on the SEC website or at the SEC offices mentioned under the heading
“Where You Can Find More Information.”
We may
provide a prospectus supplement containing specific information about the terms
of a particular offering by the selling stockholders. The prospectus
supplement may add, update or change information in this
prospectus. If the information in this prospectus is inconsistent
with a prospectus supplement, you should rely on the information in that
prospectus supplement. You should read both this prospectus and, if
applicable, any prospectus supplement. See “Where You Can Find More
Information” for more information.
In this
prospectus, “Pacific Premier,” “we,” “our,” “ours,” and “us” refer to Pacific
Premier Bancorp, Inc., which is a bank holding company headquartered in Costa
Mesa, California, and its subsidiaries on a consolidated basis, unless the
context otherwise requires. References to “Pacific Premier Bank” mean
Pacific Premier Bank, which is a California-chartered commercial bank and our
principal banking subsidiary.
This
prospectus and the documents incorporated by reference contain statements that
are considered “forward looking statements” within the meaning of United States
securities laws. In addition, Pacific Premier and its management may
make other written or oral communications from time to time that contain
forward-looking statements. Forward-looking statements, including
statements about industry trends, management’s future expectations and other
matters that do not relate strictly to historical facts, are based on
assumptions by management, and are often identified by such forward-looking
terminology as “expect,” “look,” “believe,” “anticipate,” “estimate,” “seek,”
“may,” “will,” “trend,” “target,” and “goal” or similar statements or variations
of such terms. Forward-looking statements may include, among other
things, statements about Pacific Premier’s confidence in its strategies and its
expectations about financial performance, market growth, market and regulatory
trends and developments, acquisitions and divestitures, new technologies,
services and opportunities and earnings.
Forward-looking
statements are subject to various risks and uncertainties, which change over
time, are based on management’s expectations and assumptions at the time the
statements are made, and are not guarantees of future
results. Management’s expectations and assumptions, and the continued
validity of the forward-looking statements, are subject to change due to a broad
range of factors affecting the national and global economies, the equity, debt,
currency and other financial markets, as well as factors specific to Pacific
Premier and its subsidiaries, including Pacific Premier Bank.
Actual
outcomes and results may differ materially from what is expressed in our
forward-looking statements and from our historical financial results due to the
factors discussed elsewhere in this prospectus or disclosed in our other SEC
filings. Forward-looking statements should not be relied upon as
representing our expectations or beliefs as of any date subsequent to the time
this prospectus is filed with the SEC. Pacific Premier undertakes no
obligation to revise the forward-looking statements contained in this prospectus
to reflect events after the time it is filed with the SEC. The
factors discussed herein are not intended to be a complete summary of all risks
and uncertainties that may affect our businesses. Although we strive
to monitor and mitigate risk, we cannot anticipate all potential economic,
operational and financial developments that may adversely impact our operations
and our financial results.
Forward-looking
statements should not be viewed as predictions, and should not be the primary
basis upon which investors evaluate Pacific Premier. Any investor in
Pacific Premier should consider all risks and uncertainties disclosed in our SEC
filings described below under the heading “Where You Can Find More Information,”
all of which are accessible on the SEC’s website at http://www.sec.gov.
We are a
California-based bank holding company for Pacific Premier Bank, a
California-chartered commercial bank. We conduct business throughout
Southern California from our six locations in the counties of Orange and San
Bernardino, California. We provide banking services within our
targeted markets in Southern California to businesses, professionals, real
estate investors and non-profit organizations, as well as, consumers in the
communities we serve. Through our branches and our Internet website
at www.ppbi.com, we offer a broad array of deposit and loan products and
services for both businesses and consumer customers.
An
investment in our securities involves significant risks. You should
carefully consider the risks and uncertainties and the risk factors set forth in
the documents and reports filed with the SEC that are incorporated by reference
into this prospectus, as well as any risks described in any applicable
prospectus supplement, before you make an investment decision regarding the
securities.
We will
not receive any proceeds from any sale of the shares of our common stock by the
selling stockholders.
The
following summary of the material terms and provisions of our common stock is
not complete and is subject to, and qualified in its entirety by, our
certificate of incorporation, as amended, and bylaws, as amended, and by the
provisions of applicable Delaware law. You should refer to, and read
this summary together with, our certificate of incorporation, as amended, and
bylaws, as amended, to review all of the terms of our common stock.
General
Our
authorized capital stock consists of 15,000,000 shares of common stock, par
value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01
per share.
Each
holder of common stock is entitled to:
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·
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one
vote for each share held on all matters submitted to a vote of the
stockholders, except as described under “—Anti-Takeover
Provisions—Limitation on Voting our Common
Stock;”
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·
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receive
ratably such dividends as may be declared by our board of directors out of
funds legally available for dividends, subject to preferences that may be
applicable to outstanding shares of preferred stock, if any;
and
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share
ratably in our net assets, legally available to our stockholders in the
event of our liquidation, dissolution or winding up, after payment in full
of all amounts required to be paid to creditors or provision for such
payment.
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Holders
of our common stock are not entitled to preemptive rights and have no
subscription, redemption or conversion privileges; however, holders of our
warrants have preemptive rights. See “—Warrants.”
Our
outstanding shares of common stock are validly issued, fully-paid and
nonassessable.
Warrants
In
January 2002, in connection with the private placement of $12,000,000 in notes,
we issued warrants to purchase an aggregate of 1,166,400 shares of our common
stock at an exercise price of $0.75 per share. All shares of common
stock subject to the warrants are currently exercisable. As of April
30, 2009, none of the warrants have been exercised. All of the
warrants will expire, if not exercised, in January 2012.
The
number of shares subject to the warrants and the exercise price per share will
be adjusted proportionately if there is a stock split, reorganization or similar
event. The exercise price per share also will be adjusted if we issue
shares of common stock below the exercise price per share then in
effect.
Persons
who hold warrants convertible into 500,000 or more shares of our common stock
have a right to purchase a pro rata portion of any equity securities issued by
us. This right is not applicable to securities issued in public
offerings, mergers and similar transactions, upon the exercise of stock options
issued under our option plan or upon the exercise of the warrants.
Anti-takeover
Provisions
Election and Removal of the Board of
Directors. Our certificate of incorporation, as amended,
provides that our board of directors be divided into three
classes. Directors are elected for staggered terms of three years
each, with the term of office of only one of the three classes of directors
expiring each year. As a result, only one class of directors will be
elected at each annual meeting of our stockholders, with the other classes
continuing for the remainder of their respective terms. Between stockholder
meetings, directors may be removed by our stockholders only for cause, and our
certificate of incorporation, as amended, provides that stockholders holding 80%
of the issued and outstanding shares must vote to remove directors for
cause. Further, any newly created directorships resulting from any
increase in the authorized number of directors or any vacancies on the board
resulting from death, resignation, retirements, removal or other cause may be
filled only by a majority vote of the directors then in office. These
provisions may deter a stockholder from removing incumbent directors and from
simultaneously gaining control of the board of directors by filling the
resulting vacancies with its own nominees. Consequently, the
existence of these provisions may have the effect of deterring hostile
takeovers, which could depress the market price of our common
stock.
Limitation on Voting our Common
Stock. Our certification of incorporation, as amended,
provides that record holders of our common stock who beneficially own in excess
of 10% of our outstanding shares of common stock are not entitled to vote in
respect to the shares held in excess of this voting limitation. Our
certificate of incorporation, as amended, authorizes our board of directors to
(i) make all determinations necessary to implement and apply this voting
limitation, including determining whether persons or entities are acting in
concert and (ii) to demand that any person who is reasonably believed to
beneficially own stock in excess of the voting limitation supply information to
us to enable our board of directors to implement and apply the voting
limitation. This provision may have the effect of deterring hostile
takeovers and tender offers as anyone who acquires more than 10% of our common
stock will not be able to exercise voting rights with respect to any shares over
10% of our issued and outstanding shares.
Supermajority Vote for Certain
Business Combinations. Our certificate of incorporation, as
amended, provides that subject to certain exceptions, 80% of our issued and
outstanding shares of common stock, subject to the provisions of the voting
limitation described in the preceding paragraph, must vote to approve any
business combination and certain other transactions with any stockholder owning
10% or more of our outstanding shares of common stock or with any affiliate of
such stockholder, including, any merger or consolidation, sale or lease of 25%
or more of our assets, issuance or transfer of our securities having an
aggregate fair market value of 25% or more of the fair market value of all of
our issued and outstanding common stock, liquidation plan proposed by a 10% or
more stockholder or any affiliate of such stockholder, any reclassification of
our securities or recapitalization of us, or any merger or consolidation of us
with any of our subsidiaries, which results in an increase of the proportionate
share of our outstanding securities owned by a 10% or more stockholder or any
affiliate of such stockholder. This provision may deter hostile
takeovers and tender offers as it would substantially restrict the actions a
potential acquiror could take with respect to our company once
acquired.
Possible Future Issuance of
Preferred Stock. Our board of directors can at any time, under
our certificate of incorporation, as amended, and without stockholder approval,
issue one or more new series of preferred stock. In some cases, the
issuance of preferred stock could discourage or make more difficult attempts to
take control of us through a merger, tender offer, proxy context or
otherwise. Preferred stock with special voting rights or other
features issued to persons favoring our management could stop a takeover by
preventing the person trying to take control of us from acquiring enough voting
shares to take control.
Delaware Anti-Takeover
Law. As a Delaware corporation, we are subject to
Section 203 of the Delaware General Corporation Law which, in general,
prevents an interested stockholder, defined generally as a person owning 15% or
more of a corporation’s outstanding voting stock, from engaging in a business
combination with our company for three years following the date that person
became an interested stockholder unless certain specified conditions are
satisfied. The existence of this provision may have an anti-takeover
effect with respect to transactions not approved in advance by our board of
directors, including discouraging attempts that might result in a premium over
the market price for the shares of common stock held by
stockholders.
Transfer
Agent and Registrar
The
transfer agent and registrar for our common stock is American Stock
Transfer.
Restrictions
on Ownership
The Bank
Holding Company Act of 1956, the “BHC Act,” generally prohibits any company that
is not engaged in banking activities and activities that are permissible for a
bank holding company or a financial holding company from acquiring control of
Pacific Premier. “Control” is generally defined as ownership of 25%
or more of the voting stock or other exercise of a controlling
influence. In addition, any existing bank holding company would need
the prior approval of the Board of Governors of the Federal Reserve System, or
the Federal Reserve, before acquiring 5% or more of the voting stock of Pacific
Premier. In addition, the Change in Bank Control Act of 1978, as
amended, prohibits a person or group of persons from acquiring control of a bank
holding company unless the Federal Reserve has been notified and has not
objected to the transaction. Under a rebuttable presumption established by the
Federal Reserve, the acquisition of 10% or more of a class of voting stock of a
bank holding company with a class of securities registered under Section 12 of
the Exchange Act, such as Pacific Premier, could constitute acquisition of
control of the bank holding company.
In
January 2002, we completed a private placement of $12 million of
notes. In connection with this transaction, we also issued warrants
exercisable for 1,166,400 shares of our common stock. Under this
prospectus, the selling stockholders may offer and sell up to an aggregate of
1,166,400 shares of common stock.
We have
prepared the table below based upon the information furnished to us by the
selling stockholders as of April 23, 2009. The selling stockholders identified
below may have sold, transferred or otherwise disposed of some or all of their
shares since the date on which the information in the following table is
presented in transactions exempt from or not subject to the registration
requirements of the Securities Act. Information concerning the selling
stockholders may change from time to time and, if necessary, we will amend or
supplement this prospectus accordingly.
We have
been advised that each of the selling stockholders purchased our common stock in
the ordinary course of business, not for resale, and none of such selling
stockholders had, at the time of purchase, any agreements or understandings,
directly or indirectly, with any person to distribute the related common
stock.
The
following table sets forth:
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The
name of each selling stockholder;
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·
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The
number of shares of our common stock beneficially owned by the selling
stockholders as of April 23, 2009;
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The
maximum number of shares of our common stock that may be offered for the
account of the selling stockholders under this prospectus;
and
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·
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The
amount and percentage of common stock that would be owned by the selling
stockholders after completion of the offering, assuming a sale of all of
the common stock that may be offered by this
prospectus.
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Under SEC
rules, beneficial ownership includes any shares of common stock as to which a
person has sole or shared voting power or investment power and any shares of
common stock which the person has the right to acquire within 60 days
through the exercise of any option, warrant or other right, through conversion
of any security or pursuant to the automatic termination of a power of attorney
or revocation of a trust, discretionary account or similar
arrangement. In calculating the number of shares beneficially owned
by a selling stockholder and the percentage ownership, shares of common stock
subject to options and warrants held by that person that are currently
exercisable or convertible or become exercisable or convertible within
60 days of April 23, 2009 are deemed outstanding even if they have not
actually been exercised or converted. The shares issuable under these
securities are treated as outstanding for computing the percentage ownership of
the person holding these securities but are not treated as outstanding for
computing the percentage ownership of any other person. As of April
30, 2009, none of the selling stockholders have exercised their warrants to
acquire the shares of common stock being offered by this
prospectus. The selling stockholders are required to exercise their
respective warrants, and the shares of common stock underlying the warrants will
be issued, upon the sale of such shares under this prospectus.
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Name of Selling Stockholder
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Shares
Beneficially Owned Prior to
the Offering
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Shares
Offered Hereby
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Shares
Owned After the
Offering
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Percentage
of Outstanding Shares Owed After
the Offering6
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Compass
Island Partners A LP1
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216,467 |
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216,467 |
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- |
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- |
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Cradle
Cove Partners II LP1
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383,533 |
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383,533 |
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- |
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- |
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JCSD
Partners2
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402,219 |
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325,000 |
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77,219 |
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1.61 |
% |
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Jeff
C. Jones3
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35,232 |
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16,400 |
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18,832 |
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* |
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Kent
G. Snyder4
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138,987 |
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25,000 |
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113,987 |
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2.37 |
% |
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Marathon
Financial Ventures I LP5
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208,600 |
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200,000 |
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8,600 |
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* |
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TOTAL
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1,385,038 |
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1,166,400 |
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218,638 |
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* Less
than 1%.
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(1)
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Shivan
Govindan is the senior principal of Resource Financial Institutions
Group, Inc. (“RFIG”), which is the general partner and investment manager
of Compass Island Partners A LP and Cradle Cove Partners II
LP. RFIG is a wholly-owned subsidiary of Resource Financial
Fund Management, Inc. (“RFFM”). RFFM is a wholly-owned
subsidiary of Resource America, Inc., a publicly-held corporation
(“RAI”). As a result, RAI, RFFM, RFIG, and Shivan Govindan, who
has the power to vote and dispose of the shares held by Compass Island
Partners A LP and Cradle Cove Partners II LP, may be deemed the beneficial
owners of such shares. RAI, RFFM, RFIG, and Shivan Govindan
disclaim beneficial ownership of the securities, except to the extent of
their pecuniary interest therein.
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Each of
RAI, RFFM, and RFIG has an indirect beneficial ownership interest in Chadwick
Securities, a registered broker-dealer. Chadwick Securities is not
participating in the offering. Each of Compass Island Partners A LP
and Cradle Cove Partners II LP certifies that it bought the securities in the
ordinary course of business, and that, at the time of its purchase of the
securities, it did not have any agreements or understandings, direct or
indirect, with any person to distribute such securities.
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(2)
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Joseph
P. Colmery is the Managing Member of JCSD Capital, LLC, which serves as
the general partner and investment adviser of JCSD
Partners. JCSD Capital, LLC, JCSD Partners, and Joseph P.
Colmery, who has the power to vote and dispose of the shares held
by JCSD Partners, may be deemed the beneficial owners of such
shares. JCSD Capital, LLC, and Joseph P. Colmery disclaim
beneficial ownership of the securities, except to the extent of their
pecuniary interest therein.
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Steven J.
Didion, a member of JCSD Capital, LLC, is a minority beneficial shareholder of
Howe Barnes Hoefer & Arnett, Inc., a registered broker
dealer. Howe Barnes Hoefer & Arnett, Inc. is not participating in
the offering. JCSD Partners certifies that it bought the securities
in the ordinary course of business, and that, at the time of its purchase of the
securities, it did not have any agreements or understandings, direct or
indirect, with any person to distribute such securities.
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(3)
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Mr.
Jones is currently a director of Pacific Premier and Pacific Premier
Bank. The shares beneficially owned by Mr. Jones include
options to acquire 5,000 shares of common
stock.
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(4)
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Mr.
Snyder served as a director of Pacific Premier and Pacific Premier Bank
until his resignation in March
2007.
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(5)
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David
B. Moore is the Managing Member of Marathon Financial Partners, LLC, which
serves as the general partner of Marathon Financial Ventures I, LP.
Marathon Financial Partners, LLC is a subsidiary of Marathon Capital
Holdings, Inc. which is controlled by David B. Moore, who has the power to
vote and dispose of the shares held by Marathon Financial Ventures I LP,
and accordingly David B. Moore may be deemed the beneficial owner of such
shares. Marathon Capital Holdings, Inc., Marathon Financial
Partners, LLC, and David B. Moore disclaim beneficial ownership of the
securities, except to the extent of their pecuniary interest
therein.
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(6)
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Ownership
percentage calculated based on 4,803,451 shares of our common stock
outstanding as of April 23, 2009.
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This
prospectus relates to the offer and sale from time to time of shares of our
common stock by the selling stockholders. We have registered these shares
for resale to provide the selling stockholders with freely tradeable securities,
but registration of the shares does not necessarily mean that all or any shares
will be offered or sold by the selling stockholders. We have not and
will not receive any proceeds from the offering by the selling stockholders or
from the issuance of the shares of common stock to the selling stockholders
pursuant to the exercise of the warrants. The selling stockholders
will act independently of us in making decisions with respect to the timing,
manner and size of each sale.
As used
in this prospectus, “selling stockholders” include donees, pledgees, transferees
or other successors-in-interest selling shares received after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other non-sale related transfer.
We will
bear all costs, fees and expenses incurred in effecting the registration of the
shares covered by this prospectus. These may include, without
limitation, all registration and filing fees, listing fees, fees and expenses of
our counsel and accountants, and blue sky fees and expenses. The
selling stockholders will pay any underwriting discounts and commissions
incurred by the selling stockholders in disposing of the shares.
The
selling stockholders may, from time to time, sell any or all of the shares of
our common stock beneficially owned by them and offered hereby directly or
through one or more broker-dealers or agents. The common stock may be
sold in one or more transactions at fixed prices, at prevailing market prices at
the time of the sale, at varying prices determined at the time of sale, or at
privately negotiated prices. The selling stockholders may use any one
or more of the following methods when selling shares:
|
·
|
on
the Nasdaq Global Market or any other national securities exchange or
quotation service on which the securities may be listed or quoted at the
time of sale;
|
|
·
|
in
the over-the-counter market;
|
|
·
|
in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market;
|
|
·
|
through
the writing of options, whether such options are listed on an options
exchange or otherwise;
|
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as agent
but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
in
privately negotiated transactions;
|
|
·
|
through
the settlement of short sales;
|
|
·
|
broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares at a stipulated price per
share;
|
|
·
|
a
combination of any such methods of sale;
and/or
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The
selling stockholders may also sell shares under Rule 144 under the Securities
Act, to the extent available, rather than under this prospectus or any
accompanying prospectus supplement. In addition, the selling
stockholders may enter into hedging transactions with broker-dealers who may
engage in short sales of shares in the course of hedging the positions they
assume with the selling stockholders. The selling stockholders may
also sell shares short and deliver the shares to close out such short
position. The selling stockholders may also enter into option or
other transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus or any accompanying prospectus supplement.
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to
participate in sales of our common stock. If the selling stockholders
effect such transactions through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of
discounts, concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of our common stock for whom they may
act as agent or to whom they may sell as principal, or both (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or
agents may be less than or in excess of those customary in the types of
transactions involved). The selling stockholders and any
broker-dealers or agents that are involved in selling the shares may be deemed
to be “underwriters” within the meaning of the Securities Act in connection with
such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
We have
advised the selling stockholders that anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the
activities of the selling stockholders and their affiliates.
There can
be no assurance that the selling stockholders will sell any or all of the shares
of common stock registered pursuant to the registration statement, of which this
prospectus or any accompanying prospectus supplement forms a part.
We have
agreed to indemnify the selling stockholders against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the
registration of the shares offered by this prospectus.
Once sold
under the shelf registration statement of which this prospectus is apart, the
shares of common stock will be freely tradable in the hands of persons other
than our affiliates.
The
validity of the shares of common stock offered by this prospectus will be passed
upon for us by Patton Boggs LLP.
The
consolidated financial statements incorporated in this prospectus by reference
from the Pacific Premier’s Annual Report on Form 10-K have been audited by
Vavrinek, Trine, Day & Co., LLP, an independent registered public accounting
firm, as stated in their report, which is incorporated herein by
reference. Such consolidated financial statements have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
This
prospectus is a part of a registration statement on Form S-3 filed by us with
the SEC under the Securities Act.
This
prospectus does not contain all the information set forth in the registration
statement, certain parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information with respect to us and the
securities offered by this prospectus, reference is made to the registration
statement. Statements contained in this prospectus concerning the provisions of
such documents are necessarily summaries of such documents and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the SEC.
We file
annual, quarterly and current reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http:/www.sec.gov. Copies
of certain information filed by us with the SEC are also available on our
website at http:/www.ppbi.com. Our
website is not a part of this prospectus. You may also read and copy
any document we file at the SEC’s public reference room, 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the operation of the public reference room.
The SEC
allows us to “incorporate by reference” information we file with it, which means
that we can disclose important information to you by referring you to other
documents. The information incorporated by reference is considered to
be a part of this prospectus, and information that we file later with the SEC
will automatically update and supersede this information. In all
cases, you should rely on the later information over different information
included in this prospectus.
We
incorporate by reference the documents listed below and all future filings we
make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering, except to the extent that any
information contained in such filings is deemed “furnished” in accordance with
SEC rules, including, but not limited to, information furnished under Items 2.02
and 7.01 of any Current Report on Form 8-K including related
exhibits:
|
·
|
Our
Annual Report on Form 10-K for the year ended December 31, 2008, filed on
March 26, 2009.
|
|
·
|
Our
Current Reports on Form 8-K filed on January 29, 2009 and
February 26, 2009.
|
|
·
|
The
description of our common stock contained on our Form 8-A as filed with
the SEC pursuant to Section 12(b) and 12(g) of the Exchange Act, on
February 28, 1997.
|
We will
provide to each person, including any beneficial owner, to whom a prospectus is
delivered, a copy of any or all of the documents or information that have been
incorporated by reference in this prospectus but not delivered with this
prospectus. We will provide this at no cost to the requestor upon written
or telephonic request addressed to Pacific Premier Bancorp, Inc., 1600 Sunflower
Ave., 2nd Floor,
Costa Mesa, California 92626, Attention: John Shindler
(telephone: (714) 431-4000).
You
should rely only on the information contained or incorporated by reference in
this prospectus. We have not authorized anyone else to provide you
with additional or different information.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses
of Issuance and Distribution
The
following table sets forth the costs and expenses payable by us in connection
with the sale and distribution of the securities being registered
hereby. We have estimated all amounts except the SEC registration
fee.
|
SEC
Registration fee
|
|
$ |
263.60 |
|
|
Legal
fees and expenses
|
|
$ |
15,000.00 |
|
|
Accounting
fees and expenses
|
|
$ |
10,000.00 |
|
|
Other
|
|
$ |
2,000.00 |
|
|
Total
Expenses
|
|
$ |
27,263.60 |
|
Item
15. Indemnification
of Directors and Officers.
The
following is a summary of relevant provisions of our certificate of
incorporation, as amended, and certain provisions of the General Corporation Law
of the State of Delaware (the “DGCL”). We urge you to read the full text of
these documents, forms of which have been filed with the U.S. Securities
and Exchange Commission, as well as the referenced provisions of the DGCL
because they are the legal documents and provisions that will govern matters of
indemnification with respect to our directors and
officers.
We are
incorporated under the laws of the state of Delaware. Section 145 of the
DGCL provides that a corporation may indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys’ fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
The DGCL
provides that any indemnification must be made by us only as authorized in the
specific case upon a determination that indemnification is proper in the
circumstances because the person has met the applicable standard of
conduct. Such determination must be made, with respect to person who
is a director or officer at the time of such determination, (1) by a majority of
our directors who are not parties to the action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if there
are no such directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by our stockholders.
The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation’s by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.
Our
certificate of incorporation, as amended, provides for the indemnification of
directors, officers and certain authorized representatives of the corporation to
the fullest extent permitted by the DGCL, except that indemnification in an
action, suit or proceeding initiated by a director, officer or authorized
representative of the corporation is permitted only if our board of directors
authorized the initiation of that action, suit or proceeding. In addition, as
permitted by the DGCL, our certificate of incorporation, as amended, provides
that our directors shall have no personal liability to us or our stockholders
for monetary damages for breach of fiduciary duty as a director, except
(1) for any breach of the director’s duty of loyalty to us or our
stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (3) the unlawful payment
of dividends or unlawful stock purchase or redemption, or (4) for any
transaction in which the director derived improper personal
benefit.
Item
16. Exhibits
|
ExhibitNo.
|
|
Description
|
|
|
|
|
|
5.1
|
|
Opinion
of Patton Boggs LLP
|
|
|
|
|
|
23.1
|
|
Consent
of Vavrinek, Trine, Day & Co., LLP
|
|
|
|
|
|
23.2
|
|
Consent
of Patton Boggs LLP (included in Exhibit 5.1)
|
|
|
|
|
|
24.1
|
|
Power
of Attorney of certain officers and directors (located on the signature
page to the Registration
Statement)
|
Item
17. Undertakings
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, as amended (the “Securities Act of 1933”);
(ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this registration
statement. Notwithstanding the foregoing, any increase or decrease in
the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement;
and
(iii) to
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided, however, that
paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of this registration statement.
(2) That,
for the purposes of determining any liability under the Securities Act of 1933,
each 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 the time shall be deemed to be the initial bona fide offering
thereof.
(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.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i) each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided,
however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date.
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 15(d) of the Exchange Act (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 this
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.
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 indemnification provisions described herein, 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.
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-3 and has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Costa Mesa, State of California, on May 4, 2009.
PACIFIC PREMIER
BANCORP, INC.
By: /s/ Steven R.
Gardner
Steven R.
Gardner
President and Chief
Executive Officer
POWER
OF ATTORNEY
KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below does
hereby constitute and appoint Steven R. Gardner and John Shindler, or either of
them, as his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign this Registration Statement
(including all pre-effective and post-effective amendments thereto and all
registration statements filed pursuant to Rule 462(b) which incorporate this
registration statement by reference), 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 and necessary to be done in connection therewith as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming that all said attorneys-in-fact and agents, or their substitute
or substitutes may lawfully do or cause to be done by virtue
hereof.
IN
WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as
of the date indicated.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on May 4, 2009.
|
Signature
|
|
Title
|
|
|
|
|
|
/s/
Steven R.
Gardner
|
|
President,
Chief Executive Officer and Director
|
|
Steven
R. Gardner
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
/s/
John
Shindler
|
|
Executive
Vice President and Chief Financial Officer
|
|
John
Shindler
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
/s/
Ronald G.
Skipper
|
|
Chairman
of the Board of Directors
|
|
Ronald
G. Skipper
|
|
|
|
|
|
|
|
/s/
John D.
Goddard
|
|
Director
|
|
John
D. Goddard
|
|
|
|
|
|
|
|
/s/
Michael L.
McKennon
|
|
Director
|
|
Michael
L. McKennon
|
|
|
|
|
|
|
|
/s/
Kenneth
Boudreau
|
|
Director
|
|
Kenneth
Boudreau
|
|
|
|
|
|
|
|
/s/
Jeff C.
Jones
|
|
Director
|
|
Jeff
C. Jones
|
|
|
|
|
|
|
|
/s/
David L.
Hardin
|
|
Director
|
|
David
L. Hardin
|
|
|
EXHIBIT
INDEX
|
ExhibitNo.
|
|
Description
|
|
|
|
|
|
5.1
|
|
Opinion
of Patton Boggs LLP
|
|
|
|
|
|
23.1
|
|
Consent
of Vavrinek, Trine, Day & Co., LLP
|
|
|
|
|
|
23.2
|
|
Consent
of Patton Boggs LLP (included in Exhibit 5.1)
|
|
|
|
|
|
24.1
|
|
Power
of Attorney of certain officers and directors (located on the signature
page to the Registration
Statement)
|