<PAGE>
As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
REGISTRATION STATEMENT
ON FORM S-8
UNDER THE SECURITIES ACT OF 1933
------------------
ITLA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2864759
(State or otherjurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7979 IVANHOE AVENUE, LA JOLLA, CALIFORNIA 92037
(Address of principal executive offices) (Zip Code)
ITLA CAPITAL CORPORATION
RECOGNITION AND RETENTION PLAN
(Full title of the plan)
DAVE M. MUCHNIKOFF, P.C.
SILVER, FREEDMAN & TAFF, L.L.P.
(A LIMITED LIABILITY PARTNERSHIP INCLUDING
PROFESSIONAL CORPORATIONS)
SUITE 700 EAST
1100 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-3934
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of
agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 300,000 shares $15.25(2) $4,575,000(2) $1,387(2)
===============================================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set forth
above, an indeterminate number of shares which, by reason of certain events
specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the registration fee, based upon the average of the high and low
prices respectively, of the Common Stock on the Nasdaq National Market
System on June 5, 1997.
<PAGE>
PURPOSE
-------
The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of ITLA
Capital Corporation (the "Corporation") to be granted under the Recognition and
Retention Plan of Imperial Thrift and Loan Association (the "Association"),
which it assumed pursuant to the terms and conditions of a Merger Agreement and
Plan of Reorganization (the "Reorganization") dated as of May 3, 1996 by and
between the Corporation, ITLA Corp. and the Association, whereby the Association
became a wholly-owned subsidiary of the Corporation. The Reorganization occurred
on October 1, 1996.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the ITLA Capital Corporation
Recognition and Retention Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
The following documents previously or concurrently filed by the Corporation
with the Commission are hereby incorporated by reference in this Registration
Statement:
(a) the Annual Report of the Corporation on Form 10-K for the year ended
December 31, 1996 (File No. 0-26960) filed pursuant to Rule 13a-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(b) all other reports filed by the Corporation pursuant to Section 13 or
15(d) of the Exchange Act since the end of the period covered by the
Report referred to above; and
(c) the description of the Common Stock of the Corporation contained in the
Corporation's Registration Statement on Form S-4 (File No. 333-03551)
filed with the Commission on May 10, 1996 and all amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated
by reference into this Registration Statement and to be a part thereof from the
date of the filing of such documents. Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein
shall be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to Mr. Michael L. Mayer, Secretary, ITLA Capital Corporation, 7979
Ivanhoe Avenue, La Jolla, California 92037, (619) 551-0990.
II-1
<PAGE>
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article ELEVENTH of the Corporation's Certificate of Incorporation
provides for indemnification of directors and officers of the Registrant against
any and all liabilities, judgments, fines and reasonable settlements, costs,
expenses and attorneys' fees incurred in any actual, threatened or potential
proceeding, except to the extent that such indemnification is limited by
Delaware law and such law cannot be varied by contract or bylaw. Article
ELEVENTH also provides for the authority to purchase insurance with respect
thereto.
Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified
against expenses actually and reasonably incurred in defense of a proceeding by
or on behalf of the corporation. Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a
proceeding by or in the right of such other corporation or enterprise.
Indemnification is permitted where such person (i) was acting in good faith,
(ii) was acting in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or other corporation or enterprise, as
appropriate, (iii) with respect to a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful, and (iv) was not adjudged to be
liable to the corporation or other corporation or enterprise (unless the court
where the proceeding was brought determines that such person is fairly and
reasonably entitled to indemnity).
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct. Such determination may
be made (i) by the corporation's board
II-2
<PAGE>
of directors by a majority vote of a quorum consisting of directors not at the
time parties to such proceeding; or (ii) if such a quorum cannot be obtained or
the quorum so directs, then by independent legal counsel in a written opinion;
or (iii) by the stockholders.
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.
Under a directors' and officers' liability insurance policy, directors
and officers of the Corporation are insured against certain liabilities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
REFERENCE TO NUMBER WHERE
REGULATION PRIOR FILING OR ATTACHED EXHIBITS
S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN
NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8
- ---------- ----------------------------------------------------- --------------- -----------------
<S> <C> <C> <C>
4.1 ITLA Capital Corporation Recognition and Retention Attached as Page 13
Plan and form of Restricted Stock Agreement Exhibit
4.1
4.2 Specimen form of common stock certificate of ITLA * Not applicable
Capital Corporation
4.3 ITLA Capital Corporation Certificate of * Not applicable
Incorporation
4.4 Bylaws of ITLA Capital Corporation * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 24
Exhibit
5
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
REFERENCE TO NUMBER WHERE
REGULATION PRIOR FILING OR ATTACHED EXHIBITS
S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN
NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8
- ----------- ----------------------------------------------------- --------------- -----------------
<S> <C> <C> <C>
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 26
Exhibit
23.1
23.2 Consent of Arthur Andersen LLP Attached as Page 28
Exhibit
23.2
23.3 Consent of Grant Thornton, LLP Attached as Page 30
Exhibit
23.3
24 Power of Attorney Contained on Page 8
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's Form S-4 registration statement
filed on May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the
Securities Act of 1933. Such previously filed documents are hereby incorporated
herein by reference in accordance with Item 601 of Regulation S-K.
Item 9. Undertakings.
------------
(a) 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 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.
(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.
II-4
<PAGE>
(b) 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 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.
(c) 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
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
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
the requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of La Jolla, State of California, on June 5, 1997.
ITLA Capital Corporation
By: /s/ George W. Haligowski
------------------------------------
George W. Haligowski
President, Chief Executive Officer
and Chairman of the Board
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George W. Haligowski and Michael A. Sicuro and
either of them, as our true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
said attorneys-in-fact and agents or his substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
/s/ George W. Haligowski /s/ Michael A. Sicuro
- ---------------------------------------------- ----------------------------------------------
George W. Haligowski Michael A. Sicuro
President, Chief Executive Officer and Senior Vice President and Chief
Chairman of the Board Financial Officer
(Principal Executive and Operating Officer)
Date: June 5, 1997 Date: June 5, 1997
--------------------------------------- ---------------------------------------
/s/ Sandor X. Mayuga /s/ Hirotaka Oribe
- ---------------------------------------------- ----------------------------------------------
Sandor X. Mayuga Hirotaka Oribe
Director Director
Date: June 5, 1997 Date: June 5, 1997
--------------------------------------- ---------------------------------------
/s/ Jeffrey L. Lipscomb /s/ Robert R. Reed
- ---------------------------------------------- ----------------------------------------------
Jeffrey L. Lipscomb Robert R. Reed
Director Director
Date: June 5, 1997 Date: June 5, 1997
--------------------------------------- ---------------------------------------
</TABLE>
II-6
<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
EXHIBITS
TO
REGISTRATION STATEMENT ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933
-----------------
ITLA CAPITAL CORPORATION
================================================================================
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
REFERENCE TO NUMBER WHERE
REGULATION PRIOR FILING OR ATTACHED EXHIBITS
S-K EXHIBIT EXHIBIT NUMBER ARE LOCATED IN
NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8
- ---------- ----------------------------------------------------- --------------- -----------------
<S> <C> <C> <C>
4.1 ITLA Capital Corporation Recognition and Retention Attached as Page 13
Plan and form of Restricted Stock Agreement Exhibit
4.1
4.2 Specimen form of common stock certificate of ITLA * Not applicable
Capital Corporation
4.3 ITLA Capital Corporation Certificate of * Not applicable
Incorporation
4.4 Bylaws of ITLA Capital Corporation * Not applicable
5 Opinion of Silver, Freedman & Taff, L.L.P. Attached as Page 24
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 26
Exhibit
23.1
23.2 Consent of Arthur Andersen LLP Attached as Page 28
Exhibit
23.2
23.3 Consent of Grant Thornton, LLP Attached as Page 30
Exhibit
23.3
24 Power of Attorney Contained on Page 9
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's Form S-4 registration statement
filed on May 1, 1996 (File No. 333-03551) pursuant to Section 5 of the
Securities Act of 1933. Such previously filed documents are hereby
incorporated herein by reference in accordance with Item 601 of Regulation S-K.
<PAGE>
Exhibit 4.1
<PAGE>
ITLA CAPITAL CORPORATION
RECOGNITION AND RETENTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
------------
interests of the Company and its stockholders by providing a means for
attracting and retaining officers and employees of the Company and its
Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
-----------
"Affiliate" - means any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code.
"Association" - means Imperial Thrift and Loan Association, a
California thrift and loan and its predecessors and successors.
"Award" - means the grant by the Committee of Restricted Stock, as
provided in the Plan.
"Code" - means the Internal Revenue Code of 1986, as amended.
"Committee" - means the Committee referred to in Section 7 hereof.
"Company" - means ITLA Capital Corporation, a Delaware corporation.
"Continuous Service" - means the absence of any interruption or
termination of service as an officer or employee of the Company or any
Affiliate. Service shall not be considered interrupted in the case of sick
leave, military leave or any other leave of absence approved by the Company or
any Affiliate or in the case of transfers between payroll locations of the
Company or between the Company, its subsidiaries or its successor.
"ERISA" - means the Employee Retirement Income Security Act of 1974,
as amended.
"Non-Employee Director" - means a director who a) is not currently an
officer or employee of the Company; b) is not a former employee of the Company
who receives compensation for prior services (other than from a tax-qualified
retirement plan); c) has not been an officer of the Company; d) does not
receive remuneration from the Company in any capacity other than as a director;
and e) does not possess an interest in any other transactions or is not engaged
in a business relationship for which disclosure would be required under Item
404(a) or (b) of Regulation S-K.
"Participant" - means any officer or employee of the Company or any
Affiliate who is selected by the Committee to receive an Award.
<PAGE>
"Plan" - means the Recognition and Retention Plan of the Company.
"Performance Requirements" - means the minimum requirements which must
be met by the Association as set forth in Section 13.
"Restricted Period" - means the period of time selected by the
Committee for the purpose of determining when restrictions are in effect under
Section 3 hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" - means Shares which have been contingently awarded
to a Participant by the Committee subject to the restrictions referred to in
Section 3 hereof, so long as such restrictions are in effect.
"Shares" - means the common stock of the Company, par value $.01 per
share, or of any successor corporation or other legal entity assuming or
adopting the Plan.
3. Terms and Conditions of Restricted Stock. The Committee shall have
----------------------------------------
full and complete authority, subject to the limitations of the Plan, to grant
awards of Restricted Stock and, in addition to the terms and conditions
contained in paragraphs (a) through (f) of this Section 3, to provide such other
terms and conditions (which need not be identical among Participants) in respect
of such Awards, and the vesting thereof, as the Committee shall determine.
(a) At the time of an award of Restricted Stock, the Committee shall
establish for each Participant a Restricted Period, during which or at the
expiration of which, as the Committee shall determine and provide in the
agreement referred to in paragraph (d) of this Section 3, the Shares awarded as
Restricted Stock shall vest, and subject to any such other terms and conditions
as the Committee shall provide. Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except for such
restrictions, and subject to paragraphs (c) and (e) of this Section 3 and
Section 4 hereof, the Participant as owner of such shares shall have all the
rights of a stockholder, including but not limited to the right to receive all
dividends paid on such shares and the right to vote such shares. The Committee
shall have the authority, in its discretion, to accelerate the time at which any
or all of the restrictions shall lapse with respect thereto, or to remove any or
all of such restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or other
changes in circumstances occurring after the commencement of such Restricted
Period.
(b) Except as provided in Section 5 hereof, if a Participant maintain
Continuous Service for any reason (other than death, total or partial disability
or normal or early retirement), unless the Committee shall otherwise determine,
all Shares of Restricted Stock theretofore awarded to such Participant and which
at the time of such termination of Continuous Service are subject to the
restrictions imposed by paragraph (a) of this Section 3 shall upon such
termination of Continuous Service be forfeited and returned to the Company. If a
Participant ceases to maintain Continuous Service by reason of death, total or
partial disability or normal or early retirement, Restricted Stock then still
subject to restrictions imposed by paragraph (a) of this Section 3 will be free
of those restrictions.
2
<PAGE>
(c) Each certificate in respect of Shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and deposited
by the Participant, together with a stock power endorsed in blank, with the
Company and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the Recognition and Retention Plan of ITLA Capital
Corporation. Copies of such Plan are on file in the offices of the Secretary
of ITLA Capital Corporation, 7979 Ivanhoe Avenue, La Jolla, California 92037.
(d) At the time of any Award, the Participant shall enter into an
Agreement with the Company in a form specified by the Committee, agreeing to the
terms and conditions of the Award and such other matters as the Committee, in
its sole discretion, shall determine (the "Restricted Stock Agreement").
(e) At the time of an award of shares of Restricted Stock, the
Committee may, in its discretion, determine that the payment to the Participant
of dividends declared or paid on such shares, or specified portions thereof, by
the Company shall be deferred until the earlier to occur of (i) the lapsing of
the restrictions imposed under paragraph (a) of this Section 3 or (ii) the
forfeiture of such shares under paragraph (b) of this Section 3, and shall be
held by the Company for the account of the Participant until such time. In the
event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends to the Participant, together with interest accrued
thereon, shall be made upon the lapsing of the Restricted Period imposed under
paragraph (a) of this Section 3.
(f) At the expiration of the restrictions imposed by paragraph (a) of
this Section 3, the Company shall redeliver to the Participant (or where the
relevant provision of paragraph (b) of this Section 3 applies in the case of a
deceased Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to paragraph (c) of
this Section 3 and the Shares represented by such certificate(s) shall be free
of the restrictions referred to in paragraph (a) of this Section 3.
4. Adjustments Upon Changes in Capitalization. In the event of any
------------------------------------------
change in the outstanding Shares subsequent to the effective date of the Plan by
reason of any reorganization, recapitalization, stock split, stock dividend,
combination or exchange of shares, merger, consolidation or any change in the
corporate structure or Shares of the Company, the maximum aggregate number and
class of shares as to which Awards may be granted under the Plan and the number
and class of shares with respect to which Awards theretofore have been granted
under the Plan shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. Any shares of stock or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Stock shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing such shares or
securities shall be legended and deposited with the Company in the manner
provided in Section 3 hereof.
3
<PAGE>
5. Effect of Change in Control. Each of the events specified in the
---------------------------
following clauses (i) through (iii) of this Section 5 shall be deemed a "change
of control": (i) any third person, including a "group" as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, shall become the beneficial
owner of shares of the Company with respect to which 25% or more of the total
number of votes may be cast for the election of the Board of Directors of the
Company, (ii) as a result of, or in connection with, any cash tender offer,
exchange offer, merger or other business combination, sale of assets or
contested election, or combination of the foregoing, the persons who were
directors of the Company shall cease to constitute a majority of the Board of
Directors of the Company, or (iii) the shareholders of the Company shall
approve an agreement providing either for a transaction in which the Company
will cease to be an independent publicly owned entity or for a sale or other
disposition of all or substantially all the assets of the Company. If the
Continuous Service of any Participant is involuntarily terminated for whatever
reason, at any time within twelve months after a change in control, unless the
Committee shall have otherwise provided, any Restricted Period and Performance
Requirements with respect to Restricted Stock theretofore awarded to such
Participant shall lapse upon such termination and all Shares awarded as
Restricted Stock shall become fully vested in the Participant to whom such
Shares were awarded.
6. Assignments and Transfers. No Award nor any right or interest of a
-------------------------
Participant under the Plan in any instrument evidencing any Award under the
Plan may be assigned, encumbered or transferred except, in the event of the
death of a Participant, by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or
Title I of ERISA or the rules thereunder.
7. Administration. The Plan shall be administered by a Committee
--------------
consisting of two or more members of the Board of Directors, each of whom shall
be a Non-Employee Director. The members of the Committee shall be appointed by
the Board of Directors of the Company. Except as limited by the express
provisions of the Plan, the Committee shall have sole and complete authority
and discretion to (i) select Participants and grant Awards; (ii) determine the
number of shares to be subject to types of Awards generally, as well as to
individual Awards granted under the Plan; (iii) determine the terms and
conditions upon which Awards shall be granted under the Plan; (iv) prescribe
the form and terms of instruments evidencing such grants; and (v) establish
from time to time regulations for the administration of the Plan, interpret the
Plan, and make all determinations deemed necessary or advisable for the
administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
8. Shares Subject to Plan. Subject to adjustment by the operation of
----------------------
Section 4 hereof, the maximum number of Shares with respect to which Awards may
be made under the Plan are 300,000 shares. The shares with respect to which
Awards may be made under the Plan may be either authorized and unissued shares
or issued shares heretofore or hereafter reacquired and held as treasury shares.
An Award shall not be considered to have been made under the Plan with respect
to Restricted Stock which is forfeited and new Awards may be granted under the
Plan with respect to the number of Shares as to which such forfeiture has
occurred.
4
<PAGE>
9. Employee Rights Under the Plan. No officer or employee shall have
------------------------------
a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person shall
have any claim or right to be granted an Award under the Plan or under any other
incentive or similar plan of the Company or any Affiliate. Neither the Plan nor
any action taken thereunder shall be construed as giving any employee any right
to be retained in the employ of the Company or any Affiliate.
10. Withholding Tax. Upon the termination of the Restricted Period
---------------
with respect to any shares of Restricted Stock, the Company shall withhold from
any payment or distribution made under this Plan sufficient Shares to cover any
applicable withholding and employment taxes. The Company shall have the right to
deduct from all dividends paid with respect to shares of Restricted Stock the
amount of any taxes which the Company is required to withhold with respect to
such dividend payments. No discretion or choice shall be conferred upon any
Participant with respect to the form, timing or method of any such tax
withholding.
11. Amendment or Termination. The Board of Directors of the Company
------------------------
may amend, suspend or terminate the Plan or any portion thereof at any time;
provided, however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in any Award
theretofore made pursuant to the Plan.
12. Term of Plan. The Plan shall become effective upon its adoption
------------
by the Board of Directors of the Company. It shall continue in effect for a term
of ten years unless sooner terminated under Section 11 hereof.
13. Performance Criteria. No Plan Shares shall be granted in any
--------------------
fiscal year in which the Association fails to meet the following:
a) a return on average assets of 50 basis points for the fiscal
year; and
b) the Association is treated as adequately capitalized (as
defined by FDIC regulations).
5
<PAGE>
ITLA CAPITAL CORPORATION
RECOGNITION AND RETENTION PLAN
RESTRICTED STOCK AGREEMENT
--------------------------
RS No. __
Shares of Restricted Stock are hereby awarded on ________________, by
ITLA Capital Corporation (the "Corporation"), to __________________ (the
"Grantee"), in accordance with the following terms and conditions, and the
conditions contained in the ITLA Capital Corporation Recognition and Retention
Plan (the "Plan"):
1. Share Award. The Corporation hereby awards the Grantee _____ shares
-----------
(the "Shares") of Common Stock, par value $.01 per share ("Common Stock"), of
the Corporation pursuant to the Plan, as the same may from time to time be
amended, and upon the terms and conditions and subject to the restrictions
therein and hereinafter set forth. A copy of the Plan as currently in effect is
incorporated herein by reference and is attached hereto.
2. Restrictions on Transfer and Restricted Period. During the period
----------------------------------------------
(the "Restricted Period") commencing on ____________, 199_, and terminating on
________________, the Shares may not be sold, assigned, transferred, pledged, or
otherwise encumbered by the Grantee, except as hereinafter provided.
Except as set forth below, the Shares will vest at a rate of __% of the
Shares per year of Continuous Service (as defined in the Plan) commencing on
________________ pursuant to the following schedule:
% of the
Date of Vesting Shares Vested
--------------- -------------
Notwithstanding the foregoing, no portion of the Shares shall vest on
any of the foregoing dates if as of the preceding fiscal year end, the
Association fails to meet the following: a) a return on average assets of 50
basis points for the fiscal; and b) the Association is treated as adequately
capitalized (as defined by FDIC regulations). Subject to the restrictions set
forth in the Plan, the Committee referred to in Section 7 of the Plan or its
successor (the "Committee") shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with
respect to any Shares thereto, or to remove any or all of such restrictions,
whenever the Committee may determine that such action is appropriate by reason
of changes in applicable tax or other laws, or other changes in circumstances
occurring after the commencement of the Restricted Period as described in the
Plan.
3. Termination of Service. If the Grantee ceases to maintain
----------------------
"Continuous Service" (as defined in the Plan) for any reason other than change
of control, as described in Section 5 of the Plan, death, total or partial
disability, or normal or early retirement, all shares which at the time of such
termination of Continuous Service are subject to the restrictions imposed by
<PAGE>
Section 2 above shall upon such termination of Continuous Service be forfeited
to the Corporation. If the Grantee ceases to maintain "Continuous Service" (as
defined in the Plan) by reason of change of control, as described in Section 5
of the Plan, death, total or partial disability or normal or early retirement,
the Shares then still subject to restrictions imposed by Section 2 of this
Agreement shall be free of those restrictions as provided in the Plan.
4. Certificates for the Shares. The Corporation shall issue ____
---------------------------
certificates in the name of the Grantee, each in respect of __% of the Shares,
and shall hold each such certificate on deposit for the account of the Grantee
until the expiration of the Restricted Period with respect to the Shares
represented thereby. Such certificates shall bear the following legend:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) contained in the Recognition and Retention
Plan of ITLA Capital Corporation. Copies of such Plan are on file
in the offices of the Secretary of ITLA Capital Corporation, 7979
Ivanhoe Avenue, La Jolla, California 92037.
The Grantee further agrees that simultaneously with the execution of
this Agreement, the Grantee shall execute ____ stock powers in favor of the
Corporation, each with respect to __% of the Shares, and shall promptly deliver
such stock powers to the Corporation.
5. Grantee's Rights. Except as otherwise provided herein, the
----------------
Grantee, as owner of the Shares, shall have all rights of a stockholder. During
the Restricted Period, the Grantee shall not vote such Shares as to which the
Restricted Period has not yet lapsed or expired (the "Restricted Shares"). The
Grantee hereby appoints a Trust Officer at _________________________________ to
vote all Restricted Shares, in [his/her] sole discretion, at any annual and
special meetings of the stockholders of the Corporation and at any continuations
and adjournments of such meetings, upon any matters coming before such meetings
or adjournments. The Grantee agrees that [he/she] shall from time to time
appoint such other person or persons to vote the Restricted Shares as the
Committee in its sole discretion may designate. The Grantee further agrees that
with respect to Restricted Shares, [he/she] shall grant no proxy to vote such
shares except pursuant to this Section 5 of this Agreement, nor shall [he/she]
revoke any proxy granted pursuant to this Section 5 except with the consent of
the Committee.
Dividends, if any, paid on the Restricted Shares shall be held by the
Corporation for the account of the Grantee. All such withheld dividends shall
earn interest at an annual rate determined by the Committee. Such dividends and
accrued interest thereon shall be paid to the Grantee as provided in the Plan.
6. Expiration of Restricted Period. Upon the lapse or expiration of
-------------------------------
the Restricted Period with respect to a portion of the Shares, the Corporation
shall deliver to the Grantee (or in the case of a deceased Grantee, to [his/her]
legal representative) the certificate in respect of such shares and the related
stock power held by the Corporation pursuant to Section 4 above. The Shares as
to which the Restricted Period shall have lapsed or expired shall be free of the
RS-2
<PAGE>
restrictions referred to in Section 2 above and such certificate shall not bear
the legend provided for in Section 4 above.
7. Adjustments for Changes in Capitalization of the Corporation. In
------------------------------------------------------------
the event of any change in the outstanding shares of Common Stock by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation, or any change in the corporate
structure of the Corporation or in the shares of Common Stock, the number and
class of shares covered by this Agreement shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Any shares of Common Stock
or other securities received, as a result of the foregoing, by the Grantee with
respect to Shares subject to the restrictions contained in Section 2 above also
shall be subject to such restrictions and the certificate or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Corporation in the manner provided in Section 4 above.
8. Plan and Plan Interpretations as Controlling. The Shares hereby
--------------------------------------------
awarded and the terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which are controlling. All
determinations and interpretations of the Committee shall be binding and
conclusive upon the Grantee or [his/her] legal representatives with regard to
any question arising hereunder or under the Plan.
9. Grantee Service. Nothing in this Agreement shall limit the right
---------------
of the Corporation or any of its Affiliates to terminate the Grantee's service
as a director, advisory director, director emeritus, officer or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to
employ or accept the services of the Grantee.
10. Withholding and Social Security Taxes. Upon the termination of the
-------------------------------------
Restricted Period with respect to any Shares the Corporation may, in its sole
discretion, withhold a sufficient number of Shares or withhold sufficient cash
to cover any applicable withholding and employment taxes. Alternatively, the
Corporation may require the Grantee to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to the Shares.
The Corporation shall have the right to deduct from all dividends paid on the
Restricted Stock the amount of any taxes which the Corporation is required to
withhold with respect to such dividend payments. The Corporation's method of
satisfying its withholding obligations shall be solely in the discretion of the
Corporation, subject to applicable federal, state and local laws.
11. Grantee Acceptance. The Grantee shall signify [his/her] acceptance
------------------
of the terms and conditions of this Agreement by signing in the space provided
below and signing the attached stock powers and returning a signed copy thereof
and of the attached stock powers to the Corporation. IF A FULLY EXECUTED COPY
HEREOF AND THE ATTACHED STOCK POWERS HAVE NOT BEEN RECEIVED BY THE CORPORATION,
THE CORPORATION MAY REVOKE THIS AWARD, AND AVOID ALL OBLIGATIONS UNDER THIS
AGREEMENT.
RS-3
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this RESTRICTED STOCK
AGREEMENT to be executed as of the date first above written.
ITLA CAPITAL CORPORATION
By:
---------------------------------
ACCEPTED:
--------------------------------------
--------------------------------------
(Street Address)
--------------------------------------
(City, State & Zip Code)
RS-4
<PAGE>
STOCK POWER
-----------
For value recieved, I hereby sell, assign, and transfer to ITALA Capital
Corpotation (the "Corporation") shares of the Corporation, standing in my name
---
on the books and records of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by
Certificate No. and do hereby irrevocably constitute and appoint the Secretary
---
of the Corporation attorney, with full power of substitution, to transfer this
stock on the books and records of the aforsaid Corporation.
-----------------------------
Dated:
----------------------
In presence of:
- ----------------------------
SP-1
<PAGE>
Exhibit 5
<PAGE>
June 6, 1997
Board of Directors
ITLA Capital Corporation
7979 Ivanhoe Avenue,
La Jolla, California 92037
Members of the Board:
We have acted as counsel to ITLA Capital Corporation (the "Corporation")
in connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 300,000 shares of the
Corporation's Common Stock, $.01 par value per share (the "Common Stock"), to be
offered pursuant to the Recognition and Retention Plan of the Corporation (the
"Plan").
In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Plan and agreements thereto,
the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board
of Directors and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.
Based upon the foregoing, it is our opinion that:
1. The shares of Common Stock being so registered have been duly
authorized.
2. The shares of Common Stock to be offered by the Corporation will be,
when and if issued, sold and paid for as contemplated by the Plan,
legally issued, fully paid and non-assessable shares of Common Stock
of the Corporation.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
Exhibit 23.1
<PAGE>
June 6, 1997
Board of Directors
ITLA Capital Corporation
7979 Ivanhoe Avenue
La Jolla, California 92037
Members of the Board:
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement and the reference to our firm in the Prospectus. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/SILVER, FREEDMAN & TAFF, L.L.P.
----------------------------------
SILVER, FREEDMAN & TAFF, L.L.P.
<PAGE>
Exhibit 23.2
<PAGE>
ARTHUR ANDERSEN LLP
Board of Directors
ITLA Capital Corporation
7979 Ivanhoe Avenue
La Jolla, California 92037
Members of the Board:
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 19, 1997 included in the ITLA Capital Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
June 9, 1997
<PAGE>
Exhibit 23.3
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 23, 1996 (except for the sixth
paragraph of Note 13, as to which the date is March 11, 1996), accompanying the
consolidated financial statements incorporated by reference in the Annual
Report of ITLA Capital Corporation on Form 10-K for the year ended December 31,
1996. We hereby consent to the incorporation by reference of said report in
the Registration Statement of ITLA Capital Corporation on Form S-8 (effective
June 9, 1997).
/s/Grant Thornton LLP
---------------------
Grant Thornton LLP
Los Angeles, California
June 9, 1997
