SUMMARY

This summary highlights selected information from this proxy statement/prospectus and may not contain all of the information that is important to you. To understand the Merger fully and for a more complete description of the legal terms of the Merger, you should carefully read this entire document and the other documents to which FCAL and PSBK have referred you, including the Appendices to this proxy statement/prospectus. For more information about FCAL and PSBK see “WHERE YOU CAN FIND MORE INFORMATION” on page [    ]. We have included page references in this Summary to direct you to other places in this proxy statement/prospectus where you can find a more complete description of the topics FCAL has summarized.

Parties to the Merger

First California Financial Group, Inc.

3027 Townsgate Road, Suite 300

Westlake Village, California 91361

(805) 322-9655

FCAL is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. FCAL’s primary function is to coordinate the general policies and activities of its bank subsidiary, First California Bank, or FCB, as well as to consider from time to time other legally available investment opportunities.

FCAL was incorporated under the laws of the State of Delaware on June 7, 2006. The company formed as a wholly-owned subsidiary of National Mercantile Bancorp, a California corporation, or National Mercantile, for the purposes of facilitating the mergers of National Mercantile and FCB Bancorp, a California corporation. On March 12, 2007, National Mercantile merged with and into FCAL. Immediately thereafter, the parties completed the previously announced Merger of FCB Bancorp with and into FCAL. As a result of the mergers, the separate corporate existence of National Mercantile and FCB Bancorp ceased, and FCAL succeeded, and assumed all the rights and obligations of, National Mercantile, whose principal assets were the capital stock of two bank subsidiaries, Mercantile National Bank and South Bay Bank, N.A., and the rights and obligations of FCB Bancorp, whose principal assets were the capital stock of First California Bank. On June 18, 2007, FCAL integrated National Mercantile’s bank subsidiaries into First California Bank.

First California Bank is a full-service commercial bank headquartered in Westlake Village, California. The bank is chartered under the laws of the State of California and is subject to supervision by the California Department of Financial Institutions (“DFI”). The FDIC insures its deposits up to the maximum legal limit.

FCAL’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol “FCAL.”

FCAL’s principal executive offices are located at 3027 Townsgate Road, Suite 300, Westlake Village, California 91361, and our telephone number is (805) 322-9655.

At June 30, 2012, FCAL had, on a consolidated basis, total assets of $2.0 billion, deposits of $1.6 billion, and shareholders’ equity of $231.2 million. At December 31, 2011, FCAL had, on a consolidated basis, total assets of $1.8 billion, deposits of $1.4 billion, and shareholders’ equity of $223.1 million.

Premier Service Bank

3637 Arlington Avenue, Suite B

Riverside, California 92506

(951) 274-2400

Premier Service Bank, or PSBK, is a California state banking association chartered under the banking laws of the State of California on December 7, 2000. PSBK commenced operations on September 10, 2001. PSBK provides a full range of commercial banking services including loans to individuals and large and small businesses and offers a range of banking products including certificates of deposit, checking accounts, consumer and commercial loans, and other traditional banking services.

At June 30, 2012, PSBK had, on a consolidated basis, total assets of $137.2 million, deposits of $110.0 million, and shareholders’ equity of $10.3 million. At December 31, 2011, PSBK had total assets, net loans, total deposits sand shareholders’ equity of $141.3 million, $101.1 million, $111.8 million and $10.7 million, respectively.

The Special Meeting of PSBK (page    )

PSBK plans to hold a special meeting of its shareholders on [MEETING DATE], at 6:00 p.m. (local time), at the headquarters of PSBK, 3637 Arlington Avenue, Suite B, Riverside, California. At the meeting you will be asked to consider and vote upon a proposal to approve the Merger Agreement and a proposal to grant discretionary authority to adjourn the special meeting if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to approve the Merger Agreement and Merger.

You can vote at the special meeting if you owned PSBK Common Stock at the close of business on [RECORD DATE]. As of that date, there were 1,261,281 shares of PSBK Common Stock outstanding and entitled to vote. You can cast one vote for each share of PSBK Common Stock that you own.

The Merger (page    )

The Merger Agreement is attached as Appendix A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. You are encouraged to read the Merger Agreement as it is the legal document that governs the Merger.

Structure of the Merger (page    )

PSBK will be merged with and into FCB, a wholly-owned subsidiary of FCAL, with FCB as the surviving corporation. The directors and officers of FCB immediately before the effective time of the Merger will continue to serve as the directors and officers of FCB after the effective time of the Merger.

PSBK’s Reasons for Merger and Factors Considered by PSBK’s Board of Directors (page    )

Based on the reasons discussed elsewhere in this proxy statement/prospectus, PSBK’s Board of Directors has determined that the Merger is advisable and in your best interests and unanimously recommends that you vote “FOR” the Merger Agreement. For a discussion of the circumstances surrounding the Merger and the factors considered by PSBK’s Board of Directors in approving the Merger Agreement, see page [     ].

FCAL’s Reasons for Merger (page    )

As part of FCAL’s business strategy, FCAL routinely evaluates opportunities to acquire bank holding companies, banks and other financial institutions. The acquisition of PSBK is consistent with this strategy. The acquisition will increase FCAL’s existing presence in California, provide opportunities for further growth and also result in a potential to realize economies of scale from a larger organization.

PSBK’s Financial Advisors Have Provided an Opinion as to the Fairness of the Merger Consideration, from a Financial Point of View, to PSBK’s Shareholders (page    )

Hovde Securities, LLC delivered its written opinion to PSBK’s Board of Directors that, as of July 9, 2012 and based upon and subject to the factors and assumptions set forth in the opinion, the aggregate consideration to be received by holders of the outstanding PSBK Common Stock under the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Hovde Securities, LLC, dated July 9, 2012, which sets forth assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached as Appendix B to this proxy statement/prospectus. PSBK’s shareholders should read the opinion in its entirety. Hovde Securities, LLC provided its opinion for the information and assistance of PSBK’s Board of Directors in connection with its consideration of the transaction. The Hovde Securities, LLC opinion does not address the underlying business decision to proceed with the Merger and is not a recommendation as to how any holder of PSBK Common Stock should vote or make any election with respect to the transaction or any related matter.

Merger Consideration to the Holders of PSBK Common Stock (page    )

PSBK’s shareholders will receive Merger consideration for their shares of PSBK Common Stock in the form of shares of FCAL Common Stock. Based on 1,261,281 shares of PSBK Common Stock issued and outstanding as of the date of the Merger Agreement, upon completion of the Merger, PSBK shareholders are expected to receive Merger consideration equal to approximately 293,626 shares of FCAL Common Stock. The number of shares you receive will depend in part on the “PSBK Closing Shareholders’ Equity,” as this term is defined in the Merger Agreement.

What Will Happen to Outstanding PSBK Options (page    )

As a condition to completion of the Merger, PSBK agreed to take all action necessary to ensure that PSBK’s options plans and each outstanding option to purchase PSBK Common Stock will be either exercised by the holder of the options before the effective time, or each option not exercised or forfeited before the effective time will be cancelled and the holder of any exercised option will be entitled to receive payment in the form of shares of FCAL Common Stock as determined in accordance with the Merger Agreement. Since the exercise price for each of the PSBK options currently outstanding far exceeds the value of the Stock Consideration which would be received upon exercise of the option, it is not anticipated that any of the options will be exercised. PSBK will request all the optionees to cancel their options prior to the effective time of the Merger. See “The Merger – “PSBK Stock Options” herein for more information.

Material Federal Income Tax Consequences of the Merger (page    )

The Merger is intended to qualify as a tax-free reorganization for United States federal income tax purposes under Section 368(a) of the Internal Revenue Code, as amended (the “Code”). Notwithstanding however, if dissenters’ rights are perfected and exercised with respect to more than 10% of the outstanding shares of PSBK Common Stock, the Merger may fail to qualify as a tax-free reorganization under the Code. The Merger Agreement provides, as a condition to closing the Merger, that dissenters’ rights are not perfected and exercised with respect to more than 5% of the outstanding shares of PSBK Common Stock.

If the Merger qualifies as a tax-free reorganization under the Code, you will not recognize gain or loss upon the exchange of your shares of PSBK Common Stock for shares of FCAL Common Stock. However, you will recognize gain or loss with respect to cash received, if any, in lieu of fractional share interests to the extent the amount of cash received exceeds or is less than your tax basis in your PSBK Common Stock. If you perfect and

exercise dissenters’ rights with respect to any shares of PSBK Common Stock and receive cash for your dissenting shares, you will recognize gain or loss to the extent the amount of cash you receive exceeds or is less than your tax basis in your PSBK Common Stock.

For a more complete discussion of the federal income tax consequences of the Merger, you should carefully read the discussion in the section entitled “PROPOSAL 1: THE MERGER – Federal Income Tax Consequences,” herein. Further, you are encouraged to consult your tax advisor because tax matters can be complicated, and the tax consequences of the Merger to you will depend upon your own situation. You should also consult your tax advisor concerning all state, local and foreign tax consequences of the Merger.

PSBK Shareholder Vote Required to Approve the Agreement and Plan of Merger (page    )

Approval of the Merger Agreement requires the affirmative vote of the holders of at least a majority of the shares of PSBK Common Stock outstanding as of the close of business on [RECORD DATE], the record date for the special meeting of PSBK shareholders. At the close of business on the record date, there were 1,261,281 shares of PSBK Common Stock outstanding held by [    ] holders of record. Each holder of record of PSBK Common Stock on the record date is entitled to one vote for each share held on all matters to be voted upon at the special meeting.

As of the record date, PSBK’s executive officers and directors and their affiliates, as a group, held 250,651 voting shares, or approximately 19.87% of the PSBK Common Stock outstanding. See “BENEFICIAL STOCK OWNERSHIP BY MANAGMENT AND PRINCIPAL SHAREHOLDERS OF PREMIER SERVICE BANK.” PSBK’s executive officers and directors have entered into voting agreements pursuant to which they have agreed, in their capacity as shareholders of PSBK, to vote their shares of PSBK Common Stock in favor of the Merger Agreement. The form of Voting Agreement is attached as Appendix C to this proxy statement/prospectus.

Dissenters’ Rights of PSBK Shareholders (page    )

In order to perfect dissenters’ rights, you must do the following:

If you properly perfect dissenters’ rights, you have the right to cash in the amount equal to the fair market value, as determined by PSBK, or, if required, by a court of law, of your shares of PSBK Common Stock as of February 27, 2012, the business day immediately preceding the announcement of the Merger. Please also refer to Appendix D to this proxy statement/prospectus for additional information. Appendix D sets forth the applicable provisions of the California Corporations Code relating to the required procedures that must be followed in order to perfect and exercise dissenters’ rights under California law.

Certain PSBK Directors and Executive Officers May Have Interests in the Merger that are Different from, or in Addition to, Their Interests as Shareholders (page    )

You should be aware that certain of PSBK’s directors and executive officers may have interests in the Merger that are different from, or in addition to, their interests as shareholders of PSBK. PSBK’s Board of Directors was aware of these interests and took them into account at the time they approved the Merger Agreement. These interests include, among other things, an offer of employment for Kerry L. Pendergast and a severance payment due to Jessica W. Lee upon completion of the Merger. Please read the section entitled “Interests of Directors and Officers in the Transaction” for more information.

PSBK Has Agreed When and How PSBK and its Subsidiaries Can Consider Third-Party Merger Proposals (page    )

The Merger Agreement contains detailed provisions prohibiting PSBK, either directly or indirectly, from seeking or encouraging an alternative Acquisition Proposal. The “no solicitation” provisions prohibit PSBK and its subsidiaries, as well as their officers, directors, employees and representatives, from taking any action to solicit an Acquisition Proposal.

Even if the PSBK Board of Directors resolves to change its recommendation in favor of the Merger Agreement, PSBK must hold the special meeting of shareholders and, unless the Merger Agreement has been terminated, PSBK’s shareholders who are parties to the voting agreement will be required to honor the voting agreement, under which they have agreed to vote the shares of PSBK Common Stock held by them (aggregating approximately 19.87% of PSBK’s outstanding shares) in favor of the Merger Agreement. Please read the section entitled “Director and Executive Officer Voting Agreements” for more information.

Accounting Treatment (page    )

The combination of the two companies will be accounted for as an acquisition of PSBK by FCAL using the acquisition method of accounting.

The Completion of the Merger is Subject to Certain Conditions (page    )

Completion of the Merger is subject to various conditions, including, among other things, the approval of the Merger Agreement by PSBK’s shareholders, dissenters’ rights are not perfected and exercised with respect to more than 5% of the outstanding PSBK Common Stock, the receipt of all required banking and other regulatory approvals without the imposition of a condition that in the good faith judgment of FCAL would so adversely impact the economic or business benefits of the transactions contemplated by the Merger Agreement, that, had that condition or restriction been known, FCAL would not have entered into the Merger Agreement; the accuracy of the other parties’ representations and performance of their respective obligations and receipt of opinions of counsel as to the tax treatment of the Merger. There can be no assurance as to whether or when all of the conditions will be satisfied or, where permissible, waived.

We Have Not Yet Obtained All Regulatory Approvals (page    )

We cannot complete the Merger unless we receive all necessary permits, consents, waivers, approvals and authorizations of the Securities and Exchange Commission (the “SEC”), applicable blue sky administrators, the DFI, the FDIC and any third parties and other governmental bodies necessary to consummate the Merger as contemplated by the Merger Agreement. There can be no assurance that all requisite approvals will be obtained or that such approvals will be received on a timely basis.

Termination of the Merger Agreement and Plan of Merger (page    )

The parties can mutually agree to terminate or extend the Merger Agreement. Either party can terminate the Merger Agreement in the event of a material breach or the occurrence of certain other events. FCAL can terminate the Merger Agreement in the event the Closing Price, as defined in the Merger Agreement, of the FCAL Common Stock, is greater than $7.83, and PSBK can terminate the Merger Agreement in the event the Closing Price of the FCAL Common Stock is less than $5.79. See “RISK FACTORS – FCAL’s Right to Terminate the Merger Agreement if the Closing Price, as defined therein, of FCAL’s Common Stock is Greater than $7.83, Could Result in the Termination of the Merger Agreement for Reasons beyond PSBK’s Control” herein.

FCAL and PSBK have agreed that in the event the Merger Agreement is terminated because of a material breach by a party the non-breaching party will be entitled to receive $500,000 from the breaching party. The parties have also agreed that PSBK will pay FCAL a fee of $1,000,000 in the event either (i) the Merger Agreement is terminated because PSBK accepts and thereafter enters into a definitive agreement with respect to a Superior Proposal or its board fails to recommend, withdraws its recommendation or modifies its recommendation of the Merger Agreement in a manner that is adverse to FCAL after receipt of a Superior Proposal; or (ii) within twelve (12) months following termination of the Merger Agreement for a non-cured breach of any representation, warranty or covenant by PSBK or the failure of PSBK’s shareholder to approve the Merger Agreement after PSBK has received another acquisition transaction proposal, PSBK enters into a definitive agreement with respect to, or otherwise consummates, another acquisition transaction.

Voting Agreement (page    )

FCAL has entered into voting agreements with each of the directors and executive officers of PSBK in the form of Appendix C to this proxy statement/prospectus, pursuant to which each such director and/or executive officer has agreed, among other things, to vote all shares of PSBK Common Stock owned by such person in favor of the approval of the Merger Agreement and the transactions contemplated thereby at PSBK’s special meeting. The voting agreements also provide that each director and/or executive officer will not take any action that will alter the right to vote his or her shares.

Non-Competition and Non-Solicitation Agreements (page    )

Each of the executive officers and directors of PSBK have entered into Non-Competition and Non-Solicitation Agreements in the form of Exhibit B to the Merger Agreement, pursuant to which each such director and/or executive officer has agreed, among other things, not to compete with FCAL and FCB, as the surviving bank, for a period of two (2) years in the City of Riverside and any area within a fifty-mile radius of the City of Corona; provided, however, that the Non-Competition and Non-Solicitation Agreement entered into with Jessica W. Lee, PSBK’s Chief Financial Officer, has been modified so as not to preclude Ms. Lee from being employed by another financial institution within the restricted territory.

SELECTED FINANCIAL DATA

Selected Financial Data of PSBK

The following summary presents the financial data for PSBK as of and for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 and as of and for the six months ended June 30, 2012 and 2011. The data for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 are derived from PSBK’s audited financial statements. The data for June 30, 2012 and 2011 are derived from PSBK’s unaudited interim financial statements and, in the opinion of PSBK’s management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, PSBK’s financial position as of June 30, 2012 and 2011. You should read this information in conjunction with the section of this proxy statement/prospectus entitled “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS OF PREMIER SERVICE BANK” herein and the audited financial statements and the unaudited interim financial statements of PSBK included herewith. The historical results presented in the following summary do not necessarily indicate expected results for future periods. Please see “INDEX TO FINANCIAL STATEMENTS,” herein.

Consolidated Selected Financial Data of FCAL

The following summary presents the consolidated financial data for FCAL as of and for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 and as of and for the six months ended June 30, 2012 and 2011. The data for the years ended December 31, 2011, 2010, 2009, 2008 and 2007 are derived from FCAL’s audited consolidated financial statements. The data for June 30, 2012 and 2011 are derived from FCAL’s unaudited consolidated interim financial statements and, in the opinion of FCAL’s management, contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly, in all material respects, FCAL’s consolidated financial position as of June 30, 2012 and 2011. You should read this information in conjunction with the section of FCAL’s Annual Report on Form 10-K for the year ended December 31, 2011 entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as the section of FCAL’s quarterly report on Form 10-Q for the period ended June 30, 2012 entitled “Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the financial statements included with these reports. FCAL’s Annual Report on Form 10-K for the year ended December 31, 2011 was filed with the Securities and Exchange Commission on March 15, 2012 and the Quarterly Report on Form 10-Q was filed on August 9, 2012. Both reports are incorporated herein by reference. The historical results presented in the following summary do not necessarily indicate expected results for future periods. Please see “WHERE YOU CAN FIND MORE INFORMATION – Incorporation by Reference,” herein.

COMPARATIVE MARKET PRICES AND DIVIDENDS

FCAL Common Stock is traded on the NASDAQ Global Select Market under the symbol “FCAL,” and PSBK Common Stock is quoted on the OTC Bulletin Board under the symbol “PSBK.” Such market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

As of [latest practicable date], 2012, there were [            ] shares of FCAL Common Stock outstanding, which were held by approximately [            ] holders of record. As of [latest practicable date], 2012, there were 1,261,281 shares of PSBK Common Stock outstanding, which were held by approximately [            ] holders of record. Such numbers of shareholders do not reflect the number of individuals or institutional investors holding stock in nominee name through banks, brokerage firms and others.

The following table sets forth, for the calendar quarters indicated, the high and low sales prices per share of FCAL Common Stock and the high and low bid information for PSBK Common Stock, and the cash dividends declared per share for the periods indicated.