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<TITLE>Mission Bancorp California</TITLE>
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<P align="right"><FONT size="2">Registration No.&nbsp;33-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>

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<P align="center"><FONT size="4">SECURITIES AND EXCHANGE COMMISSION</FONT>

<DIV align="center"><FONT size="3">Washington, D.C. 20549
</FONT></DIV>
<P align="center"><FONT size="5">FORM S-8</FONT>

<DIV align="center"><FONT size="3">Registration Statement<BR>
Under the Securities Act of 1933
</FONT></DIV>
<P align="center"><FONT size="6">MISSION BANCORP CALIFORNIA</FONT>

<DIV align="center"><FONT size="2">(Exact Name of Registrant as Specified in its Charter)
</FONT></DIV>
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    <TD align="center" valign="top"><FONT size="2">CALIFORNIA</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
73-1631401</FONT></TD>
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    <TD align="center" valign="top"><FONT size="2">(State or Other Jurisdiction of<BR>
Incorporation or Organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer<BR>
Identification No.)</FONT></TD>
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<P align="center"><FONT size="2">1330 TRUXTUN AVENUE, BAKERSFIELD, CALIFORNIA 93301<BR>
(Address of Principal Executive Offices)</FONT>

<P align="center"><FONT size="2">MISSION BANK 1998 STOCK OPTION PLAN<BR>
(Full Title of the Plan)</FONT>

<P align="center"><FONT size="2">RICHARD FANUCCHI, PRESIDENT<BR>
1330 TRUXTUN AVENUE, BAKERSFIELD, CALIFORNIA 93301<BR>
(Name and Address of Agent for Service)</FONT>

<P align="center"><FONT size="2">(661)&nbsp;859-2500<BR>
(Telephone Number, including Area Code, of Agent for Service)</FONT>

<P align="center"><FONT size="2">Copy to:<BR>
Debra L. Barbin, Esq.<BR>
Gary Steven Findley &#038; Associates<BR>
1470 North Hundley Street, Anaheim, California 92806<BR>
(714)&nbsp;630-7136</FONT>

<P align="center"><FONT size="2">CALCULATION OF REGISTRATION FEE</FONT>

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    <TD width="18%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="18%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
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    <TD valign="top" align="center"><FONT size="2">Title of Each
Class<BR>
Of Securities To<BR>
Be Registered</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">Amount<BR>
To Be<BR>
Registered(a)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">Proposed Maximum<BR>
Offering Price<BR>
Per Share(b)
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">Proposed Maximum<BR>
Aggregate<BR>
Offering Price
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">Amount of<BR>
Registration<BR>
Fee</FONT></TD>
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    <TD valign="top" align="center"><FONT size="2">Common stock&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
(No Par Value)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
157,500
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">$16.125
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">$2,539,688
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">$233.66</FONT></TD>
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    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The number of shares being registered is the number of shares issuable
under the Mission Bank 1998 Stock Option Plan (the &#147;1998 Plan&#148;). There
are 157,000 shares issuable under the 1998 Plan. Because of certain
events specified in the Plans, an indeterminate number of shares may
additionally become subject to issuance under the Plans.</FONT></TD>
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    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Estimated pursuant to Rule&nbsp;457(h) solely for the purpose of computing the
registration fee, utilizing $16.125 as the average of the bid and asked
price of Mission Bancorp&#146;s common stock as of February&nbsp;10, 2003.</FONT></TD>
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<TR><TD colspan="9"><A HREF="#000">PLAN INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">MISSION BANCORP CALIFORNIA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">PART II</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#003">Item 3. Incorporation of Documents by Reference</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#004">Item 4. Description of Securities</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#005">Item 5. Interests of Named Experts and Counsel</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#006">Item 6. Indemnification of Directors and Officers</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#007">Item 7. Exemption from Registration Claimed</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#008">Item 8. Exhibits</A></TD></TR>
<TR><TD></TD><TD colspan="8"><A HREF="#009">Item 9. Undertakings</A></TD></TR>
<TR><TD colspan="9"><A HREF="#010">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#011">EXHIBIT INDEX</A></TD></TR>
<TR><TD colspan="9"><A HREF="a87628orexv5w1.htm">EXHIBIT 5.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="a87628orexv99w1.htm">EXHIBIT 99.1</A></TD></TR>
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<P align="center"><FONT size="2"><B>MISSION BANK 1998 STOCK OPTION PLAN<BR>
GENERAL PLAN INFORMATION,<BR>
INFORMATION ON MISSION BANCORP AND<BR>
EMPLOYEE PLAN ANNUAL INFORMATION</B></FONT>

<P align="center"><FONT size="2"><B>DATED AS OF FEBRUARY 11, 2003</B></FONT>

<P align="left"><FONT size="2"><B>This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933.</B>
</FONT>
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<P align="center"><FONT size="2"><B>PLAN INFORMATION</B></FONT>

<P align="left"><FONT size="2"><B>General Plan Information</B></FONT>

<P align="left"><FONT size="2"><B>Title of Plan and Securities Offered. </B>The title of the plan is the Mission
Bank 1998 Stock Option Plan, as amended (the &#147;1998 Plan&#148;). Stock options and
common stock of Mission Bancorp (&#147;Bancorp&#148;) with respect to exercise of stock
options under the 1998 Plan are to be offered.
</FONT>
<P align="left"><FONT size="2"><B>Nature, Purpose and Duration of the 1998 Plan. </B>The general nature and purpose
of the 1998 Plan was to strengthen Mission Bank (the &#147;Bank&#148;) and its
subsidiaries by providing added incentive for participating officers, employees
and directors for high levels of performance and for unusual efforts to
increase the earnings of the Bank and any subsidiaries. The duration of the
1998 Plan is for a period of ten years from October&nbsp;8, 1998.
</FONT>
<P align="left"><FONT size="2"><B>Amendment and Termination of the 1998 Plan. </B>The Board of Directors (the
&#147;Board&#148;) of the Bank can, at any time suspend, amend or terminate the 1998 Plan
and may, with the consent of an optionee participating under the 1998 Plan,
make such modification of the terms and conditions of an optionee&#146;s stock
option as it deems advisable. However, except as permitted for adjustments
upon certain changes in capitalization and certain terminating events as set
forth in the 1998 Plan, the Board can not make any amendment or modification to
the 1998 Plan which would:
</FONT>
<P>
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    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">materially increase the maximum number of shares which could be issued
under the 1998 Plan or purchased pursuant to options granted under the
1998 Plan either in the aggregate or by an individual;</FONT></TD>
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    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">change the minimum exercise price of any option granted under the 1998
Plan;</FONT></TD>
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    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">increase the maximum term of options granted under the 1998 Plan;</FONT></TD>
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    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">permit options to be granted to persons who are not otherwise eligible
under the 1998 Plan;</FONT></TD>
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<P align="left"><FONT size="2">without the Bank having first obtained any necessary regulatory and shareholder
approvals required by law and under the terms of the 1998 Plan.
</FONT>
<P align="center"><FONT size="2">2</FONT>
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<P align="left"><FONT size="2">No option can be granted during any suspension or after termination of the 1998
Plan. Amendment, suspension or termination of the 1998 Plan can not (except as
otherwise provided for adjustments upon certain changes in capitalization as set forth in the 1998 Plan), without the
consent of an optionee, alter or impair any rights or obligations under any
option theretofore granted.
</FONT>
<P align="left"><FONT size="2"><B>1998 Plan Not Subject to ERISA and Plan Administration. </B>The 1998 Plan is not
subject to the provisions of the Employee Retirement Income Security Act of
1974 (&#147;ERISA&#148;). The 1998 Plan is to be administered by the members of the
Board. Any action of the Board with respect to the administration of the 1998
Plan is taken pursuant to a majority vote, except in the case of action in
granting an option to an individual director. In that case, the action must be
approved by the required number of directors, with the interested director
abstaining from the vote. The interested director may still be counted in
determining the presence of a quorum at the meeting at which such action takes
place.
</FONT>
<P align="left"><FONT size="2">Subject to the express provisions of the 1998 Plan, the Board has the authority
to construe and interpret the 1998 Plan, define the terms used therein,
prescribe, amend and rescind, the rules and regulations relating to
administration of the 1998 Plan, determine the duration and purposes of leaves
of employment for purposes of the 1998 Plan, and make all other determinations
necessary or advisable for administration of the 1998 Plan. Determinations of
the Board are final and conclusive.
</FONT>
<P align="left"><FONT size="2">Members of the Board are elected annually at the Bank&#146;s annual meeting of
shareholders at the direction of the Board of the Bank&#146;s holding company,
Bancorp. A member of the Board may be removed from the Board for being
declared of unsound mind by court order, having been convicted of a felony, or
having been found by a superior court to have committed fraudulent or dishonest
acts or gross abuse of authority or discretion with reference to the Bank. A
member of the Board may also be removed without cause in certain circumstances
at a special shareholders meeting pursuant to Section&nbsp;303 of the California
Corporations Code. The address of the Bank is 1330 Truxtun Avenue,
Bakersfield, California 93301 and its telephone number is (661)&nbsp;859-2500.
</FONT>
<P align="left"><FONT size="2"><B>Securities to be Offered</B></FONT>

<P align="left"><FONT size="2">Stock options of Bancorp to acquire 157,500 shares of common stock of Bancorp
and 38,125 shares of common stock of Bancorp underlying the stock options
remain outstanding under the 1998 Plan.
</FONT>
<P align="left"><FONT size="2"><B>Participants in the 1998 Plan</B></FONT>

<P align="left"><FONT size="2"><B>Incentive Stock Options. </B>Full-time salaried officers and key employees of the
Bank or of subsidiary corporations &#091;as that term is defined in Section&nbsp;425 of
the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;)&#093;), are eligible for
selection to participate in the incentive stock option portion of the 1998
Plan. No director of the Bank who is not also a full-time salaried officer or
employee of the Bank or a subsidiary corporation, can be granted an incentive
stock option thereunder. The Board determined the individuals receiving
incentive stock option grants,
</FONT>
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<P align="left"><FONT size="2">determined the terms and provisions of the
incentive stock options, and granted such incentive stock options to such
individuals.
</FONT>
<P align="left"><FONT size="2"><B>Nonqualified Stock Options. </B>Directors, officers and employees of the Bank or
a subsidiary corporation were eligible for selection to participate in the
nonqualified stock option portion of the 1998 Plan. The Board determined the
individuals who receive nonqualified stock option grants, determined the terms
and provisions of the nonqualified stock options, and granted such nonqualified
stock options to such individuals.
</FONT>
<P align="left"><FONT size="2"><B>Purchase of Securities Pursuant to the<BR>
1998 Plan and Payment for Securities Offered</B></FONT>

<P align="left"><FONT size="2"><B>Election to Participate at the Discretion of the Bank. </B>An employee can not
elect to participate in the 1998 Plan, in that participants were chosen by the
Board from the group of eligible employees, officers and directors as described
above to participate in the 1998 Plan.
</FONT>
<P align="left"><FONT size="2"><B>Exercise Price of Incentive Stock Options. </B>The purchase price of stock subject
to an incentive stock option was determined by the Board, but could not be less
than one hundred percent (100%) of the fair market value of such stock at the
time such option was granted, except, in the case of optionees who at the time
of the grant owned more than ten percent (10%) of the total combined voting
power of all classes of stock of the Bank or a subsidiary corporation, in which
case the purchase price of the stock could not be less than one hundred ten
percent (110%) of the fair market value of such stock at the time such stock
option was granted and such option by its term could not be exercisable after
the expiration of five (5)&nbsp;years from the date such option was granted. The
fair market value of such stock is determined in accordance with any reasonable
valuation method, including the valuation methods described in Treasury
Regulation&nbsp;Section&nbsp;20.2031-2.
</FONT>
<P align="left"><FONT size="2"><B>Exercise Price of Nonqualified Stock Options. </B>The purchase price of stock
subject to a nonqualified stock option was determined by the Board, but could
not be less than one hundred percent (100%) of the fair market value of such
stock at the time such option is granted. The fair market value of such stock
can be determined in accordance with any reasonable valuation method, including
the valuation methods described in Treasury Regulation&nbsp;20.2031-2.
</FONT>
<P align="left"><FONT size="2"><B>Other Terms and Conditions of Exercise. </B>The number of shares subject to
outstanding stock options (including both incentive and nonqualified stock
options) held by a single optionee could not exceed ten percent (10%) of the
total outstanding shares of common stock. No option is exercisable until all
necessary regulatory and shareholder approvals are obtained. Each option
granted under the 1998 Plan vests at twenty percent (20%) per year. Except as
otherwise provided in the 1998 Plan, each option is exercisable upon such
contingencies as the Board determines; provided, however, that if an optionee
does not in any given installment period purchase all of the shares which the
optionee is entitled to purchase in such installment period, the optionee&#146;s
right to purchase any shares not purchased in such installment period shall
continue until expiration or termination of such option.
</FONT>
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<P align="left"><FONT size="2">Fractional share interests shall be disregarded, except that they may be
accumulated. Not less than one (1)&nbsp;share may be purchased under the option.
Options may be exercised by written notice delivered to Bancorp stating the
number of shares with respect to which the option is being exercised, together
with the full purchase price for such shares. Payment of the option price in full,
for the number of shares to be delivered, must be made in cash or by cashier&#146;s
check. If the option is being exercised by any person other than the optionee,
said notice shall be accompanied by proof, satisfactory to counsel for Bancorp,
of the right of such person to exercise the option. Optionees will have no
rights as shareholders with respect to stock of the Bank and, now, Bancorp
subject to their stock option agreements until the date of issuance of the
stock certificate to them.
</FONT>
<P align="left"><FONT size="2">Participants may request a report as to the amount and status of their stock
options by delivering a written request for such report to the President of the
Bancorp. Stock issued pursuant to exercises of stock options under the 1998
Plan will be authorized and newly issued shares of Bancorp. Bancorp will
receive all of the proceeds of a stock option exercise, and there will be no
fees, commissions or other charges upon an exercise of a stock option under
the 1998 Plan.
</FONT>
<P align="left"><FONT size="2"><B>Adjustment of Exercise Price in Certain Events. </B>If the outstanding shares of
the stock of Bancorp are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of Bancorp through
reorganization, merger, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise, without consideration to Bancorp,
an appropriate and proportionate adjustment shall be made in the number and
kind of shares as to which options may be granted. A corresponding adjustment
changing the number or kind of shares and the exercise price per share
allocated to unexercised options or portions thereof, which shall have been
granted prior to any such change shall likewise be made. Any such adjustment,
however, in an outstanding option shall be made without change in the total
price applicable to the unexercised portion of the option, but with a
corresponding adjustment in the price for each share subject to the option.
Any adjustment under this paragraph shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued
or made available under the 1998 Plan on account of any such adjustment, and
fractional share-interests shall be disregarded, except that they may be
accumulated.
</FONT>
<P align="left"><FONT size="2"><B>Terminating Events. </B>A Terminating Event shall be defined as any one of the
following events: (i)&nbsp;a dissolution or liquidation of the Bank; (ii)&nbsp;a
reorganization, merger or consolidation of the Bank with one or more
corporations, the result of which the Bank is not the surviving corporation, or
the Bank becomes a subsidiary of another corporation (which shall be deemed to
have occurred if another corporation shall own directly or indirectly, over 80%
of the aggregate voting power of all outstanding equity securities of the
Bank); (iii)&nbsp;a sale of substantially all the assets of the Bank to another
corporation; or (iv)&nbsp;a sale of the equity securities of the Bank representing
more than 80% of the aggregate voting power of all outstanding equity
securities of the Bank to any person or entity, or any group of persons and/or
entities acting in concert. Notwithstanding the foregoing, a Terminating Event
shall not include a bank holding company reorganization wherein the
shareholders who control at least 80% of the shares of the Bank prior to the
reorganization will control at least 80% of the shares of the bank holding
company in substantially the same proportion
</FONT>
<P align="center"><FONT size="2">5</FONT>
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<P align="left"><FONT size="2">following the bank holding company
reorganization. Upon a Terminating Event all outstanding options granted under
the 1998 Plan shall completely vest and become immediately exercisable as to
all shares granted pursuant to the option
immediately prior to such Terminating Event, and upon such Terminating Event
all outstanding options and the 1998 Plan shall terminate; provided, however,
upon such Terminating Event all outstanding options not exercised by the time
of the Terminating Event shall not terminate if there is a successor
corporation which assumes the outstanding options or substitutes for such
options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and price.
</FONT>
<P align="left"><FONT size="2"><B>Resale Restrictions</B></FONT>

<P align="left"><FONT size="2">Each option under the 1998 Plan is nontransferable by the optionee other than
by will or the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by the optionee. Directors and officers of the
Bank or Bancorp who are affiliates at the time of the exercise of a stock
option under the 1998 Plan, will own control shares upon the exercise of a
stock option. As such, an affiliate may sell control shares pursuant to the
terms and conditions of Rule&nbsp;144. Officers and directors of the Bank or
Bancorp who are insiders and subject to Section&nbsp;16 of the Securities Exchange
Act of 1934 are required to disgorge any profit from a covered short swing
transaction involving Bancorp&#146;s securities, including stock options. Insiders
of the Bank or Bancorp are advised to seek the advice of competent counsel with
respect to sales of Bancorp securities.
</FONT>
<P align="left"><FONT size="2"><B>Federal Tax Effects of Plan Participation</B></FONT>

<P align="left"><FONT size="2">The following describes, generally, the major federal income tax consequences
relating to stock options issued under the 1998 Plan. If all of the
requirements of the 1998 Plan are met, generally no taxable income will result
to an optionee who has been granted an incentive or nonqualified stock option.
</FONT>
<P align="left"><FONT size="2"><B>Incentive Stock Options. </B>If the optionee is employed by the Bank (or a
subsidiary) continuously from the date of grant until at least three months
before the option is exercised and otherwise satisfies the requirements of the
1998 Plan and applicable law, the optionee will not recognize taxable income
upon exercise of the option. If the optionee is not employed by the Bank (or a
subsidiary) continuously from the date of grant until at least three months
before the option is exercised for reason other than death or disability, the
optionee will recognize ordinary income at the time the option is exercised.
The Bank will be allowed a deduction for federal income tax purposes only if
and to the extent that the optionee recognizes ordinary income. Upon exercise
of an incentive stock option, the excess of the fair market value of the shares
received over the option price at the time of exercise is treated as an item of
tax preference which may result in the imposition of the alternative minimum
tax.
</FONT>
<P align="left"><FONT size="2">On a subsequent sale of shares acquired by the exercise of an incentive stock
option, gain or loss will be recognized in an amount equal to the difference
between the amount realized on the sale and the optionee&#146;s tax basis of the
shares sold. If a disposition (generally a sale, exchange, gift or similar
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<P align="left"><FONT size="2">lifetime transfer of legal title) of stock received pursuant to an incentive
stock option does not take place until more than two years after the grant of
such option and more than one year after the exercise of such option, any gain
or loss realized on such disposition will be treated as long-term capital gain
or loss.Under such circumstances, the Bank will not be entitled to a deduction for
income tax purposes in connection with the exercise of the option.
</FONT>
<P align="left"><FONT size="2">If a disposition of stock received pursuant to an exercise of an incentive
stock option occurs within two years after the grant of such option or one year
after the exercise of such option, the optionee must treat any gain realized as
ordinary income to the extent of the lesser of (i)&nbsp;the fair market value of
such stock as of the date of exercise less the option price, or (ii)&nbsp;the amount
realized on disposition of the stock less the option price. Such ordinary
income realized is deductible by the Bank for federal income tax purposes. Any
additional amount realized on the disposition will be taxable as either
long-term or short-term capital gain.
</FONT>
<P align="left"><FONT size="2"><B>Nonqualified Stock Options. </B>In general, when an optionee exercises a
nonqualified stock option, the optionee recognizes ordinary income in the
amount of the excess of the fair market value of the shares received upon
exercise over the aggregate amount paid for those shares, and the Bank may
deduct as an expense the amount of income so recognized by the optionee. For
capital gains purposes, the holding period of the shares begins upon the
exercise of the option, and the optionee&#146;s basis in the shares is equal to the
fair market value of the shares on the date of exercise.
</FONT>
<P align="left"><FONT size="2">Upon a subsequent disposition of the shares received on exercise, the
difference between the amount realized on such disposition and the fair market
value of the shares on the date of exercise generally will be treated as a
separate capital gain or loss.
</FONT>
<P align="left"><FONT size="2"><B>Excise Tax. </B>In addition, the exercise of outstanding options that become
exercisable upon certain major corporate events may result in all or a portion
of the difference between the fair market value of the option shares and the
exercise price of any shares issuable in respect to such options being
characterized &#147;parachute payments.&#148; A 20% excise tax is imposed on the
optionee on any amount so characterized and the Bank will be denied any tax
deduction for such amount.
</FONT>
<P align="left"><FONT size="2"><B>Withholding Taxes. </B>Bancorp is generally required to withhold applicable
payroll taxes with respect to compensation income recognized by optionees.
Bancorp is also generally required to make certain information reports to the
Internal Revenue Service with respect to any income of an optionee attributable
to transactions involving the grant or exercise of options and/or the
disposition of shares acquired on exercise of options.
</FONT>
<P align="left"><FONT size="2"><B>Proposed Legislation. </B>Other legislation has been or may be proposed to the
United States Congress and regulations may be proposed by the Internal Revenue
Service which could affect the tax effects discussed above. No prediction can
be made as to whether such pending or proposed legislation or regulations will
be adopted and the effect of such proposed legislation or regulations.
</FONT>
<P align="center"><FONT size="2">7</FONT>
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<P align="left"><FONT size="2"><B>Forfeitures and Penalties</B></FONT>

<P align="left"><FONT size="2"><B>Cessation of Employment. </B>Except as provided in the next paragraph or earlier
termination of the stock option by its terms, if an optionee ceases to be a
director, advisory director (with respect to an option granted to a
non-employee director), or an employee (with respect to an option other than a
non-employee director option) of the Bank or a subsidiary corporation for any
reason other than his or her disability (as defined in Section&nbsp;105(d)(4) of the
Code) or death, the optionee&#146;s option shall expire not later than three months
after the date of termination of such directorship or employment. During the
period after cessation of directorship or employment, such option shall be
exercisable only as to those installments, if any, which have accrued and/or
vested as of the date on which the optionee ceased to be a director, advisory
director or employee of the Bank or a subsidiary corporation.
</FONT>
<P align="left"><FONT size="2"><B>Termination of Employment for Cause. </B>If the stock option agreement so provides
and if an optionee&#146;s employment by the Bank or a subsidiary corporation is
terminated for cause, the optionee&#146;s option shall expire immediately, provided,
however, the Board may, in its sole discretion, within thirty (30)&nbsp;days of such
termination, reinstate the option by giving written notice of such
reinstatement to the optionee at the optionee&#146;s last known address. In the
event of reinstatement, the optionee may exercise the option only to such
extent, for such time and upon such terms and conditions as if he or she had
ceased to be employed by the Bank or a subsidiary corporation upon the date of
such termination for a reason other than cause or death. Termination for cause
shall include termination for malfeasance or gross misfeasance in the
performance of duties or conviction of illegal activity in connection therewith
or any conduct detrimental to the interests of the Bank or a subsidiary
corporation, and, in any event, the determination of the Board with respect
thereto shall be final and conclusive.
</FONT>
<P align="left"><FONT size="2"><B>Disability or Death of Optionee. </B>If any optionee dies while serving as a
director, an advisory director or employee of the Bank or a subsidiary
corporation, or during the three month period described above, the option shall
expire one (1)&nbsp;year after the date of such death, except for earlier
termination of the stock option by its terms. After such death but before such
expiration, the persons to whom the optionee&#146;s rights under the option shall
have passed by will or the laws of descent and distribution or the executor or
administrator of optionee&#146;s estate shall have the right to exercise such option
to the extent that installments, if any, had accrued and/or vested as of the
date on which the optionee ceased to be a director, an advisory director or
employee of the Bank or a subsidiary corporation.
</FONT>
<P align="left"><FONT size="2">If the optionee shall terminate his or her employment because of disability (as
defined in Section&nbsp;22 (e)(3) of the Code), the optionee may exercise his or her
option to the extent he or she is entitled to do so at the date of termination,
at any time within 12&nbsp;months of the date of termination, except for earlier
termination of the stock option by its terms.
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<P align="left"><FONT size="2"><B>Charges and Deductions and Liens</B></FONT>

<P align="left"><FONT size="2">There are no charges or deductions, except as described above for participation
in the 1998 Plan. The 1998 Plan will not hold any property, funds or
securities.
</FONT>
<!-- link1 "MISSION BANCORP CALIFORNIA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION" -->
<DIV align="left"><A NAME="001"></A></DIV>

<P align="center"><FONT size="2"><B>MISSION BANCORP CALIFORNIA INFORMATION AND<BR>
EMPLOYEE PLAN ANNUAL INFORMATION</B></FONT>

<P align="left"><FONT size="2">Participants are advised that Bancorp has available without charge and upon an
oral or written request to the President of Bancorp at 1330 Truxtun Avenue,
California 93301, telephone number (661)&nbsp;859-2500 the following documents
described below as being incorporated by reference in the registration
statement (&#147;Registration Statement&#148;) of which this prospectus is part and such
other documents to be delivered to participants as described below.
</FONT>
<P align="left"><FONT size="2">The documents incorporated by reference are as follows:</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">All documents subsequently filed by Bancorp pursuant to Sections&nbsp;13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The description of Bancorp&#146;s common stock contained in its Form&nbsp;S-4
Registration Statement, file number 333-84696.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Any statement contained in any document incorporated by reference in the
Registration Statement shall be deemed to be modified or superseded for
purposes of the prospectus to the extent that another statement contained
herein or in any other document subsequently filed, which also is incorporated
by reference in the Registration Statement, modifies or supersedes such
statement.
</FONT>
<P align="left"><FONT size="2">The documents to be delivered to participants are as follows:</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Any updates to this document,</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Any one of the following:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="right" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="91%"><FONT size="2">Bancorp&#146;s annual report to shareholders for its latest fiscal year; or</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%" align="right" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="91%"><FONT size="2">Bancorp&#146;s Form&nbsp;10-K for its latest fiscal year, and</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Any report, proxy statement, and other communications distributed to the
Bancorp&#146;s shareholders.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">9</FONT>
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<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>PART II</B></FONT>

<!-- link2 "Item 3. Incorporation of Documents by Reference" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference</B></FONT>

<P align="left"><FONT size="2">Mission Bancorp (the &#147;Registrant&#148;) hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered 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 filing such documents.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The Registrant&#146;s quarterly reports filed on Form&nbsp;10-QSB for the quarters
ended June&nbsp;30, 2002 and September&nbsp;30, 2002.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">The description of the Registrant&#146;s common stock is contained in its
Registration Statement on Form&nbsp;S-4, file number 333-84636.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other document subsequently filed, which also is incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
</FONT>
<!-- link2 "Item 4. Description of Securities" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities</B></FONT>

<P align="left"><FONT size="2">Not Applicable.</FONT>

<!-- link2 "Item 5. Interests of Named Experts and Counsel" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B></FONT>

<P align="left"><FONT size="2">Not Applicable.</FONT>

<!-- link2 "Item 6. Indemnification of Directors and Officers" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers</B></FONT>

<P align="left"><FONT size="2">The Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of an indemnity
agreement. The Registrant&#146;s Articles further provide for the elimination of
director liability for monetary damages to the maximum extent allowed by
California law. The indemnification law of the State of California generally
allows indemnification in matters not involving the right of the corporation,
to an agent of the corporation if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal matter, had no reasonable cause to
believe the conduct of such person was unlawful.California law, with respect
to matters involving the right of a corporation, allows
</FONT>
<P align="center"><FONT size="2">10</FONT>
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<P align="left"><FONT size="2">indemnification of an agent of the corporation, if such person acted in
good faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders; provided that there shall be no
indemnification for: (i)&nbsp;amounts paid in settling or otherwise disposing of a
pending action without court approval; (ii)&nbsp;expenses incurred in defending a
pending action which is settled or otherwise disposed of without court
approval; (iii)&nbsp;matters in which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
the proceeding is or was pending shall determine that such person is entitled
to be indemnified; or (iv)&nbsp;other matters specified in the California General
Corporation Law.
</FONT>
<P align="left"><FONT size="2">The Registrant&#146;s Bylaws provide that the Registrant shall to the maximum extent
permitted by law have the power to indemnify its directors, officers and
employees. The Registrant&#146;s Bylaws also provide that the Registrant shall have
the power to purchase and maintain insurance covering its directors, officers
and employees against any liability asserted against any of them and incurred
by any of them, whether or not the Registrant would have the power to indemnify
them against such liability under the provisions of applicable law or the
provisions of the Registrant&#146;s Bylaws. Each of the directors and executive
officers of the Registrant has an indemnification agreement with the Registrant
that provides that the Registrant shall indemnify such person to the full
extent authorized by the applicable provisions of California law and further
provide advances to pay for any expenses which would be subject to
reimbursement.
</FONT>
<!-- link2 "Item 7. Exemption from Registration Claimed" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;7. &nbsp;&nbsp;Exemption from Registration Claimed</B></FONT>

<P align="left"><FONT size="2">Not Applicable.</FONT>

<!-- link2 "Item 8. Exhibits" -->
<DIV align="left"><A NAME="008"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;8. &nbsp;&nbsp;Exhibits</B></FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">5.1</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>

    <TD width="96%"><FONT size="2"> Opinion re: Legality</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">23.1</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"> Consent of Gary Steven Findley &#038; Associates is contained in Exhibit&nbsp;5.1</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">99.1</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2"> Mission Bank 1998 Stock Option Plan as Amended in March 2002</FONT></TD>
</TR>
</TABLE>
<!-- link2 "Item 9. Undertakings" -->
<DIV align="left"><A NAME="009"></A></DIV>
<P align="left"><FONT size="2"><B>Item&nbsp;9. &nbsp;&nbsp;Undertakings</B></FONT>

<P align="left"><FONT size="2">The undersigned Registrant hereby undertakes:</FONT>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="91%"><FONT size="2">To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">11</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="right" nowrap><FONT size="2">(ii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="91%"><FONT size="2">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;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%" align="right" nowrap><FONT size="2">(iii)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="91%"><FONT size="2">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;</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3"><FONT size="2">provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form&nbsp;S-3 or Form&nbsp;S-8 and 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&nbsp;13 or Section&nbsp;15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">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.</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">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.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant&#146;s
annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan&#146;s annual report pursuant to Section&nbsp;15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
</FONT>
<P align="left"><FONT size="2">Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the 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
</FONT>
<P align="center"><FONT size="2">12</FONT>
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<P align="left"><FONT size="2">indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
</FONT>

<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="010"></A></DIV>

<P align="center"><FONT size="2"><B>SIGNATURES</B></FONT>

<P align="left"><FONT size="2">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&nbsp;S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Bakersfield, State of California, on February&nbsp;7, 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="65%">
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<B>MISSION BANCORP</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;
/s/ Richard Fanucchi<BR>
<HR size="1" noshade>
Richard Fanucchi<BR>
President &#038; Chief Executive Officer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">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.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Bruce Beretta</FONT>
<HR size="1" noshade><FONT size="2">Bruce Beretta</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Ronald Boylan
<HR size="1" noshade>
Ronald Boylan</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Arnold Cattani
<HR size="1" noshade>
Arnold Cattani</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Chairman
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Salvador Chipres
<HR size="1" noshade>
Salvador Chipres</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Paramijt Dosanjh
<HR size="1" noshade>
Paramijt Dosanjh</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Richard Fanucchi
<HR size="1" noshade>
Richard Fanucchi</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">13</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

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    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ Curtis Floyd
<HR size="1" noshade>
Curtis Floyd</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Vice Chairman
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Daniel Rodriguez
<HR size="1" noshade>
Daniel Rodriguez</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Kurt Thomas
<HR size="1" noshade>
Kurt Thomas</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ Mary Jane Wilson
<HR size="1" noshade>
Mary Jane Wilson</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Director
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
<TR valign="bottom">
    <TD width="42%">&nbsp;</TD>
    <TD></TD>
    <TD width="20%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="36%">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">/s/ Craig S. Swenson
<HR size="1" noshade>
Craig S. Swenson</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
, Chief Financial Officer
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">Feb. 7, 2003</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">14</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "EXHIBIT INDEX" -->
<DIV align="left"><A NAME="011"></A></DIV>

<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>

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    <TD nowrap align="left"><FONT size="1"><B>Exhibit</B></FONT></TD>

</TR>
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    <TD nowrap align="left"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="left"><FONT size="1"><B>Description</B></FONT></TD>

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<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion re: Legality
</FONT></TD>

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<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Mission Bank 1998 Stock Option Plan
and Amendment No.&nbsp;1 thereto
</FONT></TD>

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Mission Bancorp California
Table of Contents
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
MISSION BANCORP CALIFORNIA
(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA
73-1631401
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1330 TRUXTUN AVENUE, BAKERSFIELD, CALIFORNIA 93301
(Address of Principal Executive Offices)
MISSION BANK 1998 STOCK OPTION PLAN
(Full Title of the Plan)
RICHARD FANUCCHI, PRESIDENT
1330 TRUXTUN AVENUE, BAKERSFIELD, CALIFORNIA 93301
(Name and Address of Agent for Service)
(661) 859-2500
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
Debra L. Barbin, Esq.
Gary Steven Findley & Associates
1470 North Hundley Street, Anaheim, California 92806
(714) 630-7136
CALCULATION OF REGISTRATION FEE
Title of Each
Class
Of Securities To
Be Registered
Amount
To Be
Registered(a)
Proposed Maximum
Offering Price
Per Share(b)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common stock
(No Par Value)
157,500
$16.125
$2,539,688
$233.66
(a)
The number of shares being registered is the number of shares issuable
under the Mission Bank 1998 Stock Option Plan (the "1998 Plan"). There
are 157,000 shares issuable under the 1998 Plan. Because of certain
events specified in the Plans, an indeterminate number of shares may
additionally become subject to issuance under the Plans.
(b)
Estimated pursuant to Rule 457(h) solely for the purpose of computing the
registration fee, utilizing $16.125 as the average of the bid and asked
price of Mission Bancorp's common stock as of February 10, 2003.
TABLE OF CONTENTS
PLAN INFORMATION
MISSION BANCORP CALIFORNIA INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 5.1
EXHIBIT 99.1
Table of Contents
MISSION BANK 1998 STOCK OPTION PLAN
GENERAL PLAN INFORMATION,
INFORMATION ON MISSION BANCORP AND
EMPLOYEE PLAN ANNUAL INFORMATION
DATED AS OF FEBRUARY 11, 2003
This document constitutes part of a prospectus covering securities that have
been registered under the Securities Act of 1933.
PLAN INFORMATION
General Plan Information
Title of Plan and Securities Offered.
The title of the plan is the Mission
Bank 1998 Stock Option Plan, as amended (the "1998 Plan"). Stock options and
common stock of Mission Bancorp ("Bancorp") with respect to exercise of stock
options under the 1998 Plan are to be offered.
Nature, Purpose and Duration of the 1998 Plan.
The general nature and purpose
of the 1998 Plan was to strengthen Mission Bank (the "Bank") and its
subsidiaries by providing added incentive for participating officers, employees
and directors for high levels of performance and for unusual efforts to
increase the earnings of the Bank and any subsidiaries. The duration of the
1998 Plan is for a period of ten years from October 8, 1998.
Amendment and Termination of the 1998 Plan.
The Board of Directors (the
"Board") of the Bank can, at any time suspend, amend or terminate the 1998 Plan
and may, with the consent of an optionee participating under the 1998 Plan,
make such modification of the terms and conditions of an optionee's stock
option as it deems advisable. However, except as permitted for adjustments
upon certain changes in capitalization and certain terminating events as set
forth in the 1998 Plan, the Board can not make any amendment or modification to
the 1998 Plan which would:
(a)
materially increase the maximum number of shares which could be issued
under the 1998 Plan or purchased pursuant to options granted under the
1998 Plan either in the aggregate or by an individual;
(b)
change the minimum exercise price of any option granted under the 1998
Plan;
(c)
increase the maximum term of options granted under the 1998 Plan;
(d)
permit options to be granted to persons who are not otherwise eligible
under the 1998 Plan;
without the Bank having first obtained any necessary regulatory and shareholder
approvals required by law and under the terms of the 1998 Plan.
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Table of Contents
No option can be granted during any suspension or after termination of the 1998
Plan. Amendment, suspension or termination of the 1998 Plan can not (except as
otherwise provided for adjustments upon certain changes in capitalization as set forth in the 1998 Plan), without the
consent of an optionee, alter or impair any rights or obligations under any
option theretofore granted.
1998 Plan Not Subject to ERISA and Plan Administration.
The 1998 Plan is not
subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). The 1998 Plan is to be administered by the members of the
Board. Any action of the Board with respect to the administration of the 1998
Plan is taken pursuant to a majority vote, except in the case of action in
granting an option to an individual director. In that case, the action must be
approved by the required number of directors, with the interested director
abstaining from the vote. The interested director may still be counted in
determining the presence of a quorum at the meeting at which such action takes
place.
Subject to the express provisions of the 1998 Plan, the Board has the authority
to construe and interpret the 1998 Plan, define the terms used therein,
prescribe, amend and rescind, the rules and regulations relating to
administration of the 1998 Plan, determine the duration and purposes of leaves
of employment for purposes of the 1998 Plan, and make all other determinations
necessary or advisable for administration of the 1998 Plan. Determinations of
the Board are final and conclusive.
Members of the Board are elected annually at the Bank's annual meeting of
shareholders at the direction of the Board of the Bank's holding company,
Bancorp. A member of the Board may be removed from the Board for being
declared of unsound mind by court order, having been convicted of a felony, or
having been found by a superior court to have committed fraudulent or dishonest
acts or gross abuse of authority or discretion with reference to the Bank. A
member of the Board may also be removed without cause in certain circumstances
at a special shareholders meeting pursuant to Section 303 of the California
Corporations Code. The address of the Bank is 1330 Truxtun Avenue,
Bakersfield, California 93301 and its telephone number is (661) 859-2500.
Securities to be Offered
Stock options of Bancorp to acquire 157,500 shares of common stock of Bancorp
and 38,125 shares of common stock of Bancorp underlying the stock options
remain outstanding under the 1998 Plan.
Participants in the 1998 Plan
Incentive Stock Options.
Full-time salaried officers and key employees of the
Bank or of subsidiary corporations [as that term is defined in Section 425 of
the Internal Revenue Code of 1986, as amended (the "Code")]), are eligible for
selection to participate in the incentive stock option portion of the 1998
Plan. No director of the Bank who is not also a full-time salaried officer or
employee of the Bank or a subsidiary corporation, can be granted an incentive
stock option thereunder. The Board determined the individuals receiving
incentive stock option grants,
3
Table of Contents
determined the terms and provisions of the
incentive stock options, and granted such incentive stock options to such
individuals.
Nonqualified Stock Options.
Directors, officers and employees of the Bank or
a subsidiary corporation were eligible for selection to participate in the
nonqualified stock option portion of the 1998 Plan. The Board determined the
individuals who receive nonqualified stock option grants, determined the terms
and provisions of the nonqualified stock options, and granted such nonqualified
stock options to such individuals.
Purchase of Securities Pursuant to the
1998 Plan and Payment for Securities Offered
Election to Participate at the Discretion of the Bank.
An employee can not
elect to participate in the 1998 Plan, in that participants were chosen by the
Board from the group of eligible employees, officers and directors as described
above to participate in the 1998 Plan.
Exercise Price of Incentive Stock Options.
The purchase price of stock subject
to an incentive stock option was determined by the Board, but could not be less
than one hundred percent (100%) of the fair market value of such stock at the
time such option was granted, except, in the case of optionees who at the time
of the grant owned more than ten percent (10%) of the total combined voting
power of all classes of stock of the Bank or a subsidiary corporation, in which
case the purchase price of the stock could not be less than one hundred ten
percent (110%) of the fair market value of such stock at the time such stock
option was granted and such option by its term could not be exercisable after
the expiration of five (5) years from the date such option was granted. The
fair market value of such stock is determined in accordance with any reasonable
valuation method, including the valuation methods described in Treasury
Regulation Section 20.2031-2.
Exercise Price of Nonqualified Stock Options.
The purchase price of stock
subject to a nonqualified stock option was determined by the Board, but could
not be less than one hundred percent (100%) of the fair market value of such
stock at the time such option is granted. The fair market value of such stock
can be determined in accordance with any reasonable valuation method, including
the valuation methods described in Treasury Regulation 20.2031-2.
Other Terms and Conditions of Exercise.
The number of shares subject to
outstanding stock options (including both incentive and nonqualified stock
options) held by a single optionee could not exceed ten percent (10%) of the
total outstanding shares of common stock. No option is exercisable until all
necessary regulatory and shareholder approvals are obtained. Each option
granted under the 1998 Plan vests at twenty percent (20%) per year. Except as
otherwise provided in the 1998 Plan, each option is exercisable upon such
contingencies as the Board determines; provided, however, that if an optionee
does not in any given installment period purchase all of the shares which the
optionee is entitled to purchase in such installment period, the optionee's
right to purchase any shares not purchased in such installment period shall
continue until expiration or termination of such option.
4
Table of Contents
Fractional share interests shall be disregarded, except that they may be
accumulated. Not less than one (1) share may be purchased under the option.
Options may be exercised by written notice delivered to Bancorp stating the
number of shares with respect to which the option is being exercised, together
with the full purchase price for such shares. Payment of the option price in full,
for the number of shares to be delivered, must be made in cash or by cashier's
check. If the option is being exercised by any person other than the optionee,
said notice shall be accompanied by proof, satisfactory to counsel for Bancorp,
of the right of such person to exercise the option. Optionees will have no
rights as shareholders with respect to stock of the Bank and, now, Bancorp
subject to their stock option agreements until the date of issuance of the
stock certificate to them.
Participants may request a report as to the amount and status of their stock
options by delivering a written request for such report to the President of the
Bancorp. Stock issued pursuant to exercises of stock options under the 1998
Plan will be authorized and newly issued shares of Bancorp. Bancorp will
receive all of the proceeds of a stock option exercise, and there will be no
fees, commissions or other charges upon an exercise of a stock option under
the 1998 Plan.
Adjustment of Exercise Price in Certain Events.
If the outstanding shares of
the stock of Bancorp are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities of Bancorp through
reorganization, merger, recapitalization, reclassification, stock split, stock
dividend, stock consolidation or otherwise, without consideration to Bancorp,
an appropriate and proportionate adjustment shall be made in the number and
kind of shares as to which options may be granted. A corresponding adjustment
changing the number or kind of shares and the exercise price per share
allocated to unexercised options or portions thereof, which shall have been
granted prior to any such change shall likewise be made. Any such adjustment,
however, in an outstanding option shall be made without change in the total
price applicable to the unexercised portion of the option, but with a
corresponding adjustment in the price for each share subject to the option.
Any adjustment under this paragraph shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued
or made available under the 1998 Plan on account of any such adjustment, and
fractional share-interests shall be disregarded, except that they may be
accumulated.
Terminating Events.
A Terminating Event shall be defined as any one of the
following events: (i) a dissolution or liquidation of the Bank; (ii) a
reorganization, merger or consolidation of the Bank with one or more
corporations, the result of which the Bank is not the surviving corporation, or
the Bank becomes a subsidiary of another corporation (which shall be deemed to
have occurred if another corporation shall own directly or indirectly, over 80%
of the aggregate voting power of all outstanding equity securities of the
Bank); (iii) a sale of substantially all the assets of the Bank to another
corporation; or (iv) a sale of the equity securities of the Bank representing
more than 80% of the aggregate voting power of all outstanding equity
securities of the Bank to any person or entity, or any group of persons and/or
entities acting in concert. Notwithstanding the foregoing, a Terminating Event
shall not include a bank holding company reorganization wherein the
shareholders who control at least 80% of the shares of the Bank prior to the
reorganization will control at least 80% of the shares of the bank holding
company in substantially the same proportion
5
Table of Contents
following the bank holding company
reorganization. Upon a Terminating Event all outstanding options granted under
the 1998 Plan shall completely vest and become immediately exercisable as to
all shares granted pursuant to the option
immediately prior to such Terminating Event, and upon such Terminating Event
all outstanding options and the 1998 Plan shall terminate; provided, however,
upon such Terminating Event all outstanding options not exercised by the time
of the Terminating Event shall not terminate if there is a successor
corporation which assumes the outstanding options or substitutes for such
options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and price.
Resale Restrictions
Each option under the 1998 Plan is nontransferable by the optionee other than
by will or the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by the optionee. Directors and officers of the
Bank or Bancorp who are affiliates at the time of the exercise of a stock
option under the 1998 Plan, will own control shares upon the exercise of a
stock option. As such, an affiliate may sell control shares pursuant to the
terms and conditions of Rule 144. Officers and directors of the Bank or
Bancorp who are insiders and subject to Section 16 of the Securities Exchange
Act of 1934 are required to disgorge any profit from a covered short swing
transaction involving Bancorp's securities, including stock options. Insiders
of the Bank or Bancorp are advised to seek the advice of competent counsel with
respect to sales of Bancorp securities.
Federal Tax Effects of Plan Participation
The following describes, generally, the major federal income tax consequences
relating to stock options issued under the 1998 Plan. If all of the
requirements of the 1998 Plan are met, generally no taxable income will result
to an optionee who has been granted an incentive or nonqualified stock option.
Incentive Stock Options.
If the optionee is employed by the Bank (or a
subsidiary) continuously from the date of grant until at least three months
before the option is exercised and otherwise satisfies the requirements of the
1998 Plan and applicable law, the optionee will not recognize taxable income
upon exercise of the option. If the optionee is not employed by the Bank (or a
subsidiary) continuously from the date of grant until at least three months
before the option is exercised for reason other than death or disability, the
optionee will recognize ordinary income at the time the option is exercised.
The Bank will be allowed a deduction for federal income tax purposes only if
and to the extent that the optionee recognizes ordinary income. Upon exercise
of an incentive stock option, the excess of the fair market value of the shares
received over the option price at the time of exercise is treated as an item of
tax preference which may result in the imposition of the alternative minimum
tax.
On a subsequent sale of shares acquired by the exercise of an incentive stock
option, gain or loss will be recognized in an amount equal to the difference
between the amount realized on the sale and the optionee's tax basis of the
shares sold. If a disposition (generally a sale, exchange, gift or similar
6
Table of Contents
lifetime transfer of legal title) of stock received pursuant to an incentive
stock option does not take place until more than two years after the grant of
such option and more than one year after the exercise of such option, any gain
or loss realized on such disposition will be treated as long-term capital gain
or loss.Under such circumstances, the Bank will not be entitled to a deduction for
income tax purposes in connection with the exercise of the option.
If a disposition of stock received pursuant to an exercise of an incentive
stock option occurs within two years after the grant of such option or one year
after the exercise of such option, the optionee must treat any gain realized as
ordinary income to the extent of the lesser of (i) the fair market value of
such stock as of the date of exercise less the option price, or (ii) the amount
realized on disposition of the stock less the option price. Such ordinary
income realized is deductible by the Bank for federal income tax purposes. Any
additional amount realized on the disposition will be taxable as either
long-term or short-term capital gain.
Nonqualified Stock Options.
In general, when an optionee exercises a
nonqualified stock option, the optionee recognizes ordinary income in the
amount of the excess of the fair market value of the shares received upon
exercise over the aggregate amount paid for those shares, and the Bank may
deduct as an expense the amount of income so recognized by the optionee. For
capital gains purposes, the holding period of the shares begins upon the
exercise of the option, and the optionee's basis in the shares is equal to the
fair market value of the shares on the date of exercise.
Upon a subsequent disposition of the shares received on exercise, the
difference between the amount realized on such disposition and the fair market
value of the shares on the date of exercise generally will be treated as a
separate capital gain or loss.
Excise Tax.
In addition, the exercise of outstanding options that become
exercisable upon certain major corporate events may result in all or a portion
of the difference between the fair market value of the option shares and the
exercise price of any shares issuable in respect to such options being
characterized "parachute payments." A 20% excise tax is imposed on the
optionee on any amount so characterized and the Bank will be denied any tax
deduction for such amount.
Withholding Taxes.
Bancorp is generally required to withhold applicable
payroll taxes with respect to compensation income recognized by optionees.
Bancorp is also generally required to make certain information reports to the
Internal Revenue Service with respect to any income of an optionee attributable
to transactions involving the grant or exercise of options and/or the
disposition of shares acquired on exercise of options.
Proposed Legislation.
Other legislation has been or may be proposed to the
United States Congress and regulations may be proposed by the Internal Revenue
Service which could affect the tax effects discussed above. No prediction can
be made as to whether such pending or proposed legislation or regulations will
be adopted and the effect of such proposed legislation or regulations.
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Forfeitures and Penalties
Cessation of Employment.
Except as provided in the next paragraph or earlier
termination of the stock option by its terms, if an optionee ceases to be a
director, advisory director (with respect to an option granted to a
non-employee director), or an employee (with respect to an option other than a
non-employee director option) of the Bank or a subsidiary corporation for any
reason other than his or her disability (as defined in Section 105(d)(4) of the
Code) or death, the optionee's option shall expire not later than three months
after the date of termination of such directorship or employment. During the
period after cessation of directorship or employment, such option shall be
exercisable only as to those installments, if any, which have accrued and/or
vested as of the date on which the optionee ceased to be a director, advisory
director or employee of the Bank or a subsidiary corporation.
Termination of Employment for Cause.
If the stock option agreement so provides
and if an optionee's employment by the Bank or a subsidiary corporation is
terminated for cause, the optionee's option shall expire immediately, provided,
however, the Board may, in its sole discretion, within thirty (30) days of such
termination, reinstate the option by giving written notice of such
reinstatement to the optionee at the optionee's last known address. In the
event of reinstatement, the optionee may exercise the option only to such
extent, for such time and upon such terms and conditions as if he or she had
ceased to be employed by the Bank or a subsidiary corporation upon the date of
such termination for a reason other than cause or death. Termination for cause
shall include termination for malfeasance or gross misfeasance in the
performance of duties or conviction of illegal activity in connection therewith
or any conduct detrimental to the interests of the Bank or a subsidiary
corporation, and, in any event, the determination of the Board with respect
thereto shall be final and conclusive.
Disability or Death of Optionee.
If any optionee dies while serving as a
director, an advisory director or employee of the Bank or a subsidiary
corporation, or during the three month period described above, the option shall
expire one (1) year after the date of such death, except for earlier
termination of the stock option by its terms. After such death but before such
expiration, the persons to whom the optionee's rights under the option shall
have passed by will or the laws of descent and distribution or the executor or
administrator of optionee's estate shall have the right to exercise such option
to the extent that installments, if any, had accrued and/or vested as of the
date on which the optionee ceased to be a director, an advisory director or
employee of the Bank or a subsidiary corporation.
If the optionee shall terminate his or her employment because of disability (as
defined in Section 22 (e)(3) of the Code), the optionee may exercise his or her
option to the extent he or she is entitled to do so at the date of termination,
at any time within 12 months of the date of termination, except for earlier
termination of the stock option by its terms.
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Charges and Deductions and Liens
There are no charges or deductions, except as described above for participation
in the 1998 Plan. The 1998 Plan will not hold any property, funds or
securities.
MISSION BANCORP CALIFORNIA INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION
Participants are advised that Bancorp has available without charge and upon an
oral or written request to the President of Bancorp at 1330 Truxtun Avenue,
California 93301, telephone number (661) 859-2500 the following documents
described below as being incorporated by reference in the registration
statement ("Registration Statement") of which this prospectus is part and such
other documents to be delivered to participants as described below.
The documents incorporated by reference are as follows:
(a)
All documents subsequently filed by Bancorp pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold.
(b)
The description of Bancorp's common stock contained in its Form S-4
Registration Statement, file number 333-84696.
Any statement contained in any document incorporated by reference in the
Registration Statement shall be deemed to be modified or superseded for
purposes of the prospectus to the extent that another statement contained
herein or in any other document subsequently filed, which also is incorporated
by reference in the Registration Statement, modifies or supersedes such
statement.
The documents to be delivered to participants are as follows:
(a)
Any updates to this document,
(b)
Any one of the following:
(i)
Bancorp's annual report to shareholders for its latest fiscal year; or
(ii)
Bancorp's Form 10-K for its latest fiscal year, and
(c)
Any report, proxy statement, and other communications distributed to the
Bancorp's shareholders.
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PART II
Item 3. Incorporation of Documents by Reference
Mission Bancorp (the "Registrant") hereby incorporates by reference the
documents listed below. All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered 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 filing such documents.
(a)
The Registrant's quarterly reports filed on Form 10-QSB for the quarters
ended June 30, 2002 and September 30, 2002.
(b)
The description of the Registrant's common stock is contained in its
Registration Statement on Form S-4, file number 333-84636.
Any statement contained herein or in any document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that another statement contained herein or
in any other document subsequently filed, which also is incorporated by
reference herein, modifies or supersedes such statement. Any 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 Articles of Incorporation and Bylaws of the Registrant provide for
indemnification of agents including directors, officers and employees to the
maximum extent allowed by California law including the use of an indemnity
agreement. The Registrant's Articles further provide for the elimination of
director liability for monetary damages to the maximum extent allowed by
California law. The indemnification law of the State of California generally
allows indemnification in matters not involving the right of the corporation,
to an agent of the corporation if such person acted in good faith and in a
manner such person reasonably believed to be in the best interests of the
corporation, and in the case of a criminal matter, had no reasonable cause to
believe the conduct of such person was unlawful.California law, with respect
to matters involving the right of a corporation, allows
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indemnification of an agent of the corporation, if such person acted in
good faith, in a manner such person believed to be in the best interests of the
corporation and its shareholders; provided that there shall be no
indemnification for: (i) amounts paid in settling or otherwise disposing of a
pending action without court approval; (ii) expenses incurred in defending a
pending action which is settled or otherwise disposed of without court
approval; (iii) matters in which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the court in which
the proceeding is or was pending shall determine that such person is entitled
to be indemnified; or (iv) other matters specified in the California General
Corporation Law.
The Registrant's Bylaws provide that the Registrant shall to the maximum extent
permitted by law have the power to indemnify its directors, officers and
employees. The Registrant's Bylaws also provide that the Registrant shall have
the power to purchase and maintain insurance covering its directors, officers
and employees against any liability asserted against any of them and incurred
by any of them, whether or not the Registrant would have the power to indemnify
them against such liability under the provisions of applicable law or the
provisions of the Registrant's Bylaws. Each of the directors and executive
officers of the Registrant has an indemnification agreement with the Registrant
that provides that the Registrant shall indemnify such person to the full
extent authorized by the applicable provisions of California law and further
provide advances to pay for any expenses which would be subject to
reimbursement.
Item 7.   Exemption from Registration Claimed
Not Applicable.
Item 8.   Exhibits
5.1
Opinion re: Legality
23.1
Consent of Gary Steven Findley & Associates is contained in Exhibit 5.1
99.1
Mission Bank 1998 Stock Option Plan as Amended in March 2002
Item 9.   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;
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(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;
(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 (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and 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 Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the Registration Statement.
(2)
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.
(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.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the 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
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indemnification by it is against public policy as expressed in the Act 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Bakersfield, State of California, on February 7, 2003.
MISSION BANCORP
/s/ Richard Fanucchi
Richard Fanucchi
President & Chief Executive Officer
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.
/s/ Bruce Beretta
Bruce Beretta
, Director
Feb. 7, 2003
/s/ Ronald Boylan
Ronald Boylan
, Director
Feb. 7, 2003
/s/ Arnold Cattani
Arnold Cattani
, Chairman
Feb. 7, 2003
/s/ Salvador Chipres
Salvador Chipres
, Director
Feb. 7, 2003
/s/ Paramijt Dosanjh
Paramijt Dosanjh
, Director
Feb. 7, 2003
/s/ Richard Fanucchi
Richard Fanucchi
, Director
Feb. 7, 2003
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/s/ Curtis Floyd
Curtis Floyd
, Vice Chairman
Feb. 7, 2003
/s/ Daniel Rodriguez
Daniel Rodriguez
, Director
Feb. 7, 2003
/s/ Kurt Thomas
Kurt Thomas
, Director
Feb. 7, 2003
/s/ Mary Jane Wilson
Mary Jane Wilson
, Director
Feb. 7, 2003
/s/ Craig S. Swenson
Craig S. Swenson
, Chief Financial Officer
Feb. 7, 2003
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EXHIBIT INDEX
Exhibit
Number
Description
5.1
Opinion re: Legality
99.1
Mission Bank 1998 Stock Option Plan
and Amendment No. 1 thereto