California First National Bancorp – ‘S-8’ on 11/6/96

As of:  Wednesday, 11/6/96   ·   Effective:  11/6/96   ·   Accession #:  803016-96-16   ·   File #:  333-15683

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           

Document Table of Contents

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As Filed with the Securities and Exchange Commission on November 6, 1996        
                                Registration No. 33-________

SECURITIES AND EXCHANGE COMMISSION                
WASHINGTON, D.C. 20549                
__________________                

FORM S-8                
REGISTRATION STATEMENT                
Under               
THE SECURITIES ACT OF 1933                
__________________                

AMPLICON, INC.                
(Exact name of Registrant as specified in its charter)                
California                         95-3162444           
(State or other                        (I.R.S.                
jurisdiction of                        Employer               
incorporation or                    Identification            
organization)                           No.)                
__________________                

5 Hutton Centre Drive, Suite 500                
Santa Ana, California 92707               
(Address of Principal Executive Offices including Zip Code)               

THE 1995 EQUITY PARTICIPATION PLAN                
OF AMPLICON, INC.               
(Full title of the plan)                
__________________                

GLEN T. TSUMA                              Copy to:                   
Chief Operating                       ALAN W. PETTIS, ESQ.              
Officer,                             LATHAM & WATKINS             
Secretary and Director                   650 Town Center Drive,                 
AMPLICON, INC.                           Twentieth Floor                
5 Hutton Centre Drive,                   Costa Mesa, California                 
Suite 500                                  92626                  
Santa Ana, California                       (714) 540-1235                    
92707                                                         
(714) 751-7551                                                          
(Name and address, including zip code, and telephone                
number, including area code, of agent for service)                
__________________                

CALCULATION OF REGISTRATION FEE                 
Proposed     Proposed 
Title of       Amount     Maximum      Maximum    Amount of             
Securities to be   to be     Offering     Aggregate  Registration               
Registered     Registered Price Per    Offering       Fee                 
Share (1)    Price (1)
Common Stock      500,000     $21.00     $10,500,000    $3,182                  

(1)    Estimated solely for the purpose of calculating the                      
registration fee pursuant to Rule 457(h).  The Proposed           
Maximum Aggregate Offering Price Per Share is the last sale       
price of the Common Stock in the over-the-counter market, as      
reported on the Nasdaq National Market, on October 31, 1996.      

Proposed sale to take place as soon after the effective date of               
the Registration                
Statement as options granted under the 1995 Plan are exercised.               

Total Pages 8           
Exhibit Index on Page 6         

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PART I                

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS                

The  information  called for in Part I of Form  S-8  is  not          
being  filed  with or included in this Form S-8 (by incorporation               
by  reference  or  otherwise) in accordance with  the  rules  and               
regulations  of  the  Securities  and  Exchange  Commission  (the               
"Commission").                                                                  

PART II               

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                

Item 3.   Incorporation of Documents by Reference                               

The  following  documents  filed  with  the  Commission  are          
incorporated herein by reference:                                               

(a)  Annual Report on Form 10-K for the fiscal year         
ended June 30, 1996, filed by Amplicon, Inc. (the "Company")          
with the Commission.                                                  

(b)  Quarterly Report on Form 10-Q for the fiscal           
quarter ended September 30, 1996, filed by the Company with           
the Commission.                                                       

(c)  The description of the Common Stock contained in       
the Form S-1 Registration Statement (File No. 33-09094)               
dated September 28, 1986, including any subsequently filed            
amendments and reports updating such description.                     

In  addition  to  the  foregoing  documents,  all  documents          
subsequently  filed  by the Company pursuant to  Sections  13(a),               
13(c),  14 and 15(d) of the Securities Exchange Act of  1934,  as               
amended  (the  "Exchange Act"), prior to the filing  of  a  post-               
effective  amendment which indicates that all securities  offered               
hereby  have  been sold or which deregisters all securities  then               
remaining unsold, shall be deemed to be incorporated by reference               
herein  and  to be a part hereof from the date of the  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               
registration  statement to the extent that a statement  contained               
herein or in any other subsequently filed document which also  is               
or  is deemed to be incorporated by reference herein modifies  or               
supersedes  such statement.  Any such statement  so  modified  or               
superseded  shall  not  be  deemed,  except  as  so  modified  or               
superseded, to constitute a part of this registration statement.                

Item 4.   Description of Securities                                             

Not applicable.                                             

Item 5.   Interests of Named Experts and Counsel                                

Not applicable.                                             

Item 6.   Indemnification of Directors and Officers                             

The  Company's Articles of Incorporation contain a provision          
which  eliminates the liability of directors for monetary damages               
to  the  fullest  extent permissible under California  law.   The               
General  Corporation Law of California (the "Law") (i) eliminates               
the  liability  of directors for monetary damages  in                           
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an  action brought by a shareholder in the right of the Company                 
(referred to herein as a "derivative action") or by the Company                 
for breach of a director's duties to the Company and its                        
shareholders and (ii) authorizes  the Company to indemnify directors            
and officers for monetary damages for all acts or omissions                     
committed by them in their respective capacities; provided, however,            
that liability is not limited nor may indemnification be provided               
for (a) acts or omissions that involve intentional misconduct or                
knowing and culpable violation of law, (b) acts or omissions that a             
director or officer believes to be contrary to the best interests of            
the Company or its shareholders or that involve the absence of good             
faith   on   the   part  of  the  director  or  officer   seeking               
indemnification, (c) for any transaction from which a director or               
officer  derives  an  improper  personal  benefit,  (d)  acts  or               
omissions  that show a reckless disregard for the  director's  or               
officer's   duty   to   the  Company  or  its   shareholders   in               
circumstances in which such person was aware, or should have been               
aware, in the ordinary course of performing his or her duties, of               
a  risk of serious injury to the Company or its shareholders, (e)               
acts  or  omissions  that  constitute  an  unexcused  pattern  of               
inattention  that amounts to an abdication of the  director's  or               
officer's  duty  to  the  Company or its  shareholders,  and  (f)               
liabilities  arising  under Section 310  (contracts  in  which  a               
director  has  material  financial  interest)  and  316  (certain               
unlawful dividends, distributions, loans and guarantees)  of  the               
Law.   In  addition the Company may not indemnify  directors  and               
officers  in circumstances in which indemnification is  expressly               
prohibited by Section 317 of the Law.                                           

The  Bylaws  of  the  Company provide  that  protection  for          
directors  and  officers must be provided to the  fullest  extent               
permitted   by   the   Law.   The  Company   has   entered   into               
indemnification agreements with its directors and officers  which               
require that the Company indemnify such directors and officers in               
all   cases   to  the  fullest  extent  permitted  by  applicable               
provisions of the Law.                                                          

The  Company has purchased insurance policies which pay,  on          
behalf of any of its directors or officers, any loss arising  out               
of  any claim or claims made against him or her by reason of  any               
wrongful act taken, omitted or attempted by him or her, in his or               
her   capacity  as  such,  including,  among  other  things,  any               
misleading  statement  or omission or any  other  matter  claimed               
against  him  or  her  solely by reason of being  a  director  or               
officer.                                                                        

Item 7.   Exemption From Registration Claimed                                   

Not applicable.                                             

Item 8.   Exhibits                                                              

See Index to Exhibits on page 6.                            

Item 9.   Undertakings                                                          

(a)  The Company 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");                                                    

(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,                                                       
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individually or in the aggregate, represent                           
a fundamental change in the information set forth in this             
registration statement;                                               

(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 (a)(1)(i) and  (a)(1)(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 by the Company pursuant to Section 13  or  Section               
15(d)  of the Exchange Act that are incorporated by reference  in               
this registration statement.                                                    

(2)  That, for the purpose of determining any liability     
under  the  Securities  Act, 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.                                                          

(3)   To  remove from registration by means of a  post-     
effective amendment any of the securities being registered  which               
remain unsold at termination of the offering.                                   

(b)   The  Company hereby undertakes that, for  purposes  of          
determining  any liability under the Securities Act, each  filing               
of  the  Company's  annual report pursuant to  Section  13(a)  or               
Section  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.                         

(c)   Insofar  as  indemnification for  liabilities  arising          
under  the Securities Act may be permitted to directors, officers               
and  controlling persons of the Company pursuant to the foregoing               
provisions,  or otherwise, the Company has been advised  that  in               
the  opinion  of the Commission such indemnification  is  against               
public  policy  as  expressed  in  the  Securities  Act  and  is,               
therefore, unenforceable.  In the event that a claim for expenses               
incurred or paid by a director, officer or controlling person  of               
the  Company  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               
Company 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 and will be governed by the final adjudication               
of such issue.                                                                  
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SIGNATURES                

Pursuant  to  the  requirements of the Securities  Act,  the          
Company certifies that it has reasonable grounds to believe  that               
it  meets all of the requirements for filing on Form S-8 and  has               
duly  caused  this  registration statement to be  signed  on  its               
behalf by the undersigned, thereunto duly authorized, in the City               
of  Santa  Ana, State of California, on this 1st day of November,               
1996.                                                                           

AMPLICON, INC., 
        a California corporation

        By:     Glen T. Tsuma/s/
             Glen T. Tsuma
                  Chief Operating Officer, Secretary
            and Director

POWER OF ATTORNEY               

Each  person whose signature appears below hereby authorizes          
and  appoints  Patrick E. Paddon, Glen T.  Tsuma  and  S.  Leslie               
Jewett, as attorneys-in-fact and agents, each acting alone,  with               
full  powers  of  substitution to sign  on  his  or  her  behalf,               
individually and in the capacities stated below, and to file  any               
and  all amendments, including post-effective amendments, to this               
registration   statement  and  other  documents   in   connection               
therewith,  with  the Commission, granting to said  attorneys-in-               
fact and agents full power and authority to perform any other act               
on behalf of the undersigned required to be done in the premises.               

Pursuant  to  the requirements of the Securities  Act,  this          
registration  statement has been signed by the following  persons               
in the capacities and on the dates indicated.                                   

Signature             Title                       Date                          

Patrick E. Paddon/s/  Chief Executive Officer,    October 30, 1996              
Patrick E. Paddon     President and Director                                    

Glen T. Tsuma/s/      Chief Operating Officer,    October 30, 1996              
Glen T. Tsuma         Secretary and Director                                    

S. Leslie Jewett/s/   Chief Financial Officer     October 30, 1996              
S. Leslie Jewett      (principal financial and                                  
accounting officer)                 

Michael H. Lowry/s/   Director                    October 31, 1996              
Michael H. Lowry                                                                

Harris Ravine/s/      Director                    October 31, 1996              
Harris Ravine                                                                   
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INDEX TO EXHIBITS               

EXHIBIT                                                      PAGE               

4.1    The 1995 Equity Participation Plan of Amplicon,     N/A                
Inc.  Incorporated by reference to Appendix 1 to                
the Company's Proxy Statement for the Annual                    
Meeting of Shareholders on November 10, 1995.                   

4.3    Articles of Incorporation, as amended.              N/A                
Incorporated herein by reference to Exhibit 3.1                 
to the Company's Registration Statement on Form S-              
1 (File No. 33-09094) dated September 28, 1986                  
and to Exhibit 3.2 to the Company's Annual Report               
on Form 10-K for the fiscal year ended June 30,                 
1988.                                                           

4.4    By-Laws, as amended.  Incorporated herein by        N/A                
reference to Exhibit 3.3 to the Company's                       
Registration Statement on Form S-1 (File No. 33-                
09094) dated September 28, 1986 and to Exhibit                  
3.4 to the Company's Annual Report on Form 10-K                 
for the fiscal year ended June 30, 1988.                        

5.1    Opinion of Neil G. Kenduck                           7                 

23.1   Consent of  Neil G. Kenduck (included in Exhibit    N/A                
5.1).                                                           

23.2   Consent of Arthur Andersen.                          8                 

24    Power of Attorney (included on the signature page   N/A               
to this Registration Statement).                                

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November 1, 1996                                                                

Amplicon, Inc.                                                                  
5 Hutton Centre Drive, Suite 500                                                
Santa Ana, California 92707                                                     

Re:  Registration Statement on Form S-8                                         

Gentlemen:                                                                      

At  your request, I have examined the Registration Statement          
on  Form S-8 (the "Registration Statement") of Amplicon, Inc.,  a               
California  corporation  (the "Company"),  to  be  filed  by  the               
Company with the Securities and Exchange Commission in connection               
with  the  registration  under the Securities  Act  of  1933,  as               
amended, of an aggregate of 500,000 shares (the "Shares") of  the               
Company's  Common  Stock,  par value  0.01  per  share,  issuable               
pursuant to The 1995 Equity Participation Plan of Amplicon, Inc.                

I  have  examined the proceedings taken or  proposed  to  be          
taken in connection with the authorization, issuance and sale  of               
the  Shares.  It is my opinion that the Shares, when  issued  and               
sold   by  the  Company  in  the  manner  provided  for  in   the               
Registration  Statement, will be legally issued, fully  paid  and               
non-assessable.   I consent to the use of this opinion  as  an                  
exhibit to the Registration Statement.                                          

Respectfully submitted,       

Neil G. Kenduck/s/            
General Counsel               

7                       

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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS         

As independent public accountants, we hereby consent to the incorporation by    
reference in this registration statement of our report dated August 7, 1996     
included in Amplicon, Inc.'s Form 10-K for the year ended June 30, 1996 and     
to all references to our Firm included in this registration statement.          

                   ARTHUR ANDERSEN LLP /S/
               ARTHUR ANDERSEN LLP

Orange County, California                                                       
November 4, 1996                                                                

8     

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘S-8’ Filing		Date		First		Last			Other Filings
		11/7/96
Filed on / Effective on:		11/6/96		1					10-Q
		11/4/96		8
		11/1/96		7
		10/31/96		1		5
		10/30/96		5
		9/30/96		2					10-Q
		8/7/96		8
		6/30/96		2		8			10-K,  DEF 14A
		11/10/95		6
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