<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 other jurisdiction 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
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(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 50,000 shares $15.25/(2)/ $689,300/(2)/ $209(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. Of the 50,000 shares being registered
hereby, (i) 24,000 shares are subject to options with a weighted average
exercise price of $12.20 per share ($292,800 in the aggregate) and (ii)
the remaining 26,000 shares which have not been awarded to date and are
being registered based upon the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market System of $15.25
per share on June 5, 1997 ($396,500 in the aggregate).
<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 1995 Stock
Option Plan for Non-Employee Directors, which the Corporation assumed from
Imperial Thrift and Loan Association (the "Association") 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 1995
Employee Stock Incentive 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(a) 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.
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.
II-1
<PAGE>
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 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.
II-2
<PAGE>
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 1995 Stock Option Plan for Attached as Page 13
Non-Employee Director and form of Non-Qualified Exhibit
Stock Option Agreement 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 28
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 30
Exhibit
23.1
23.2 Consent of Arthur Andersen LLP Attached as Page 32
Exhibit
23.2
23.3 Consent of Grant Thornton, LLP Attached as Page 34
Exhibit
23.2
24 Power of Attorney Contained on Page 8
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's 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
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.
(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
II-4
<PAGE>
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.
/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
------------------------------------ ---------------------------
II-6
<PAGE>
/s/ Jeffrey L. Lipscomb /s/ Robert R. Reed
- ------------------------------------------- ----------------------------------
Jeffrey L. Lipscomb Robert R. Reed
Director Director
Date: June 5, 1997 Date: June 5, 1997
------------------------------------ ---------------------------
II-7
<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 1995 Stock Option Plan Attached as Page 13
for Non-Employee Directors and Form of Non- Exhibit
Qualified Stock Option Agreement 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 28
Exhibit
5
23.1 Consent of Silver, Freedman & Taff, L.L.P. Attached as Page 30
Exhibit
23.1
23.2 Consent of Arthur Andersen LLP Attached as Page 32
Exhibit
23.2
23.3 Consent of Grant Thornton, LLP Attached as Page 34
Exhibit
23.3
24 Power of Attorney Contained on Page 8
Signature Page
</TABLE>
* Filed as an exhibit to the Corporation's 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.
<PAGE>
Exhibit 4.1
<PAGE>
ITLA CAPITAL CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
SECTION 1
ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN
1.1 ESTABLISHMENT. ITLA Capital Corporation, a Delaware corporation (the
"Company"), hereby establishes the "ITLA CAPITAL CORPORATION 1995 STOCK OPTION
PLAN FOR NON-EMPLOYEE DIRECTORS" (the "Plan") for directors who are not
employees of the Company. The Plan provides for the granting of stock options
to purchase Stock.
1.2 PURPOSE. The purpose of the Plan is to advance the interests of the
Company, by encouraging and providing for the acquisition of an equity interest
in the success of the Company by Outside Directors by providing additional
incentives and motivation toward superior performance of the Company, and by
enabling the Company to attract and retain the services of Outside Directors,
upon whose judgment, interest and special effort and successful conduct of its
operations is largely dependent.
1.3 EFFECTIVE DATE. Subject to adoption by the Board of Directors of the
Company, ratification by the shareholders of the Company and the receipt of any
necessary governmental approvals, the Plan shall become effective immediately
after the time of the First Closing, as that term is defined in the Underwriting
Agreement (defined below).
SECTION 2
DEFINITIONS
2.1 DEFINITIONS. Whenever used herein, the following terms shall have
their respective meanings set forth below:
2.1.1 "Agreement" means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant specifying the
terms and conditions of an Award granted to such Participant.
2.1.2 "Award" means any Option granted under this Plan.
2.1.3 "Board" means the Board of Directors of the Company.
2.1.4 "Code" means the Internal Revenue Code of 1986, as amended.
2.1.5 "Committee" means the Compensation Committee of the Board,
comprised of at least two Non-Employee Directors.
2.1.6 "Company" means ITLA Capital Corporation, a Delaware
corporation.
2.1.7 "Director" means any member of the Board.
1
<PAGE>
2.1.8 "Disability" means a condition of total and permanent
disability whereby one is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, as defined by
Section 22(e) of the Internal Revenue Code of 1986, as amended.
2.1.9 "Employee" means any full-time or part-time employee of the
Company or one of its Subsidiaries (including any officer or director who
is also an employee) that was not hired for a specific job of limited
duration, or for a position slotted for students.
2.1.10 "Fair Market Value" means with respect to the Stock the
closing sales price of the Stock, as reported on the Nasdaq National Market
or, if not so reported, the closing sales price as reported by any other
appropriate reporting system of general circulation, on the date for which
the value is to be determined, or if there is no closing sales price on
such date, then on the last day for which transactions in Stock were so
reported prior to the date on which the value is to be determined.
2.1.11 "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.
2.1.12 "Option" means the right to purchase Stock at a stated price
for a specified period of time. Only Options which do not qualify as
"incentive stock options" within the meaning of Section 422 of the Code are
available for grant under the Plan.
2.1.13 "Outside Director" means a Director of the Company who is not
an Employee.
2.1.14 "Participant" means an Outside Director who satisfies the
requirements of Section 3 of the Plan and receives a grant of Options
pursuant to the provisions of Section 7 of the Plan.
2.1.15 "Retirement" (including "Early Retirement" and "Normal
Retirement") means cessation of service on or after such Director's early,
normal or late retirement date or age.
2.1.16 "Stock" means the Common Stock, par value $.01 per share, of
the Company.
2.1.17 "Subsidiary" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
2
<PAGE>
2.1.18 "Underwriting Agreement" means that certain Underwriting
Agreement between Friedman, Billings, Ramsey & Co., Inc., as representative
of the several underwriters named therein, Imperial Thrift and Loan
Association and Lake Co., Ltd. and Lake America Corporation dated October
23, 1995.
2.2 GENDER AND NUMBER. Except when otherwise indicated by the context,
words in the masculine gender when used in the Plan shall include the feminine
gender, the singular shall include the plural, and the plural shall include the
singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Only Outside Directors are eligible to participate in the Plan and to
receive Options.
SECTION 4
ADMINISTRATION
The Committee shall be responsible for the administration of the Plan. The
Committee by majority action thereof, is authorized to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to
provide for conditions and assurances deemed necessary or advisable to protect
the interests of the Company, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan. Determinations,
interpretations, or other actions made or taken by the Committee in good faith
pursuant to the provisions of the Plan shall be final, binding and conclusive
for all purposes and upon all persons whomsoever.
SECTION 5
STOCK SUBJECT TO PLAN
5.1 NUMBER. The maximum number of shares of Stock subject to Options
under the Plan may not exceed 50,000, subject to increases and adjustments as
provided in Section 5.3. The shares to be delivered under the Plan may consist,
in whole or in part, of authorized but unissued Stock or treasury Stock, not
reserved for any other purpose.
5.2 LAPSED AWARDS. Subject to the express provisions of the Plan, if any
Award granted under the Plan terminates, expires or lapses for any reason, or is
paid in cash, any Stock subject to such Award again shall be Stock available for
the grant of an Award. With respect to Awards made to Section 16 insiders,
shares of such Stock may be reused to the maximum extent permitted under Section
16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3
<PAGE>
5.3 ADJUSTMENT IN CAPITALIZATION. In the event of any change in the
outstanding shares of Stock by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of shares, or
other similar corporate change, the aggregate number of shares of Stock
available under the Plan and subject to each outstanding Award, and its stated
exercise price or the basis upon which the Award is measured, shall be adjusted
appropriately by the Committee, whose determination shall be conclusive;
provided, however, that fractional shares shall be rounded to the nearest whole
share.
SECTION 6
DURATION OF PLAN
The Plan shall remain in effect, subject to the Board's right to earlier
terminate the Plan pursuant to Section 10.1 hereof, until all Options hereunder
shall have expired or terminated or shall have been exercised or fully vested,
and any Stock subject thereto shall have been purchased or acquired pursuant to
the provisions thereof. Notwithstanding the foregoing, no Options may be
granted under the Plan after October 27, 2005.
SECTION 7
STOCK OPTIONS
7.1 OPTIONS. Each person who is an Outside Director on the effective date
of the Plan shall automatically receive as of that date, and each person who
becomes an Outside Director after the effective date of the Plan shall
automatically receive as of the date such person becomes an Outside Director,
Options to acquire 5,000 shares of Stock, subject to adjustment as provided in
Section 5.3 (the "Initial Award"). On the first, second, third, fourth and
fifth anniversaries of the Initial Award, each Outside Director shall
automatically receive Options to acquire 1,000 shares of Stock, subject to
adjustment as provided in Section 5.3. Thereafter, each person who is an
Outside Director shall not be eligible to receive additional Awards of Options
under the Plan.
7.2 VESTING OF OPTIONS. Each Option granted under Section 7.1 shall
become exercisable in full on the first anniversary of the date of the Award.
7.3 TERMINATION OF OPTIONS. Subject to earlier termination as provided
elsewhere in the Plan, each Option granted to an Outside Director and all rights
and obligations thereunder by its term shall expire ten (10) years from the date
the Option was awarded.
7.4 EXERCISE PRICE OF OPTIONS. The exercise price of the Option granted
pursuant to this Section 7 shall be 100% of the Fair Market Value of the Stock
on the date of the Award.
7.5 OPTION AGREEMENT. Each Option shall be evidenced by an Agreement that
shall specify the type of Option granted, the Option exercise price, the
duration of the Option, the number of shares of Stock to which the Option
pertains, and such other provisions as the Committee shall determine.
4
<PAGE>
7.6 PAYMENT. The purchase price of Stock upon exercise of any Option
shall be paid in full either (i) in cash, (ii) in Stock valued at its Fair
Market Value on the date of exercise, or (iii) by a combination of (i) and (ii)
at the discretion of the Committee. The Committee in its sole discretion may
also permit payment of the purchase price upon exercise of any Option to be made
by (i) having shares withheld from the total number of shares of common stock to
be delivered upon exercise, (ii) delivering a properly executed notice together
with irrevocable instructions to a broker to promptly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price, or (iii) by delivery
of a promissory note, the terms and conditions of which shall be determined by
the Committee. The proceeds from the exercise of Options shall be added to the
general funds of the Company and shall be used for general corporate purposes.
7.7 RESTRICTIONS ON STOCK TRANSFERABILITY. The Committee shall impose
such restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.
7.8 EARLY TERMINATION OF OPTIONS ON TERMINATION OF EMPLOYMENT DUE TO
DEATH, DISABILITY, OR RETIREMENT. If an Outside Director holds any outstanding
Option upon a cessation of service as a Director due to death, Disability or
Retirement, such Option shall remain exercisable and shall continue to vest
following such cessation of service in accordance with its terms until the
earlier of (i) the expiration date of the term of the Option, or (ii) the last
date on which such Option is exercisable as specified below, after which date
such Option shall terminate.
7.8.1 DEATH OR DISABILITY. If an Outside Director's cessation of
service is due to the Director's death or Disability, any outstanding
Option then held by such Director shall continue to be exercisable (subject
to Section 7.8.3 below) until six (6) months following the Director's
cessation of service.
7.8.2 RETIREMENT. If the Outside Director's cessation of service is
due to Retirement, any outstanding Option then held by such Director shall
continue to be exercisable (subject to Section 7.8.3 below) for six (6)
months after such Director's cessation of service.
7.9 EARLY TERMINATION OF OPTIONS ON CESSATION OF SERVICE OTHER THAN FOR
DEATH, DISABILITY, OR RETIREMENT. If an Outside Director holds any outstanding
Option upon cessation of service due to a reason other than death, Disability or
Retirement, such Option shall remain exercisable and shall continue to vest
following such cessation of service until the earlier of (i) the expiration of
the term of the Option, or (ii) the last date on which such Option is
exercisable as specified below, after which date such Option shall terminate.
7.9.1 RESIGNATION, AND OTHER EVENTS. If the Outside Director's
cessation of service is due to any reason other than the Director's death,
Disability, Retirement or the action of the Company for cause, as
determined (either before or after such event) by the Committee in its sole
discretion, any outstanding Option then held by such Outside Director shall
continue to be exercisable for three (3) months following such Director's
cessation of service.
5
<PAGE>
7.9.2 REMOVAL FOR CAUSE. If the Outside Director is removed for cause,
as determined (either before or after such event) by the Committee in its
sole discretion, any outstanding Option held by such Director shall
terminate immediately upon such Director's cessation of service.
Termination for cause is defined as termination for conduct that would be
punishable as a felony if such conduct occurred outside the workplace, or
conduct that could be damaging to either the Company's reputation or
financial status. The Committee has the authority to make the final
determination as to whether a termination is for cause for purposes of the
Plan.
7.10 NON-TRANSFERABILITY OF OPTIONS. No Option granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the
rules thereunder.
SECTION 8
BENEFICIARY DESIGNATION
Each Participant under the Plan may name, from time to time, any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each designation will revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Committee and will be effective only when filed by the Participant in writing
with the Committee during his lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be paid to his or her
estate.
SECTION 9
CHANGE IN CONTROL
9.1 IN GENERAL. In the event of a change in control of the Company as
defined in Section 9.2 below, all Awards under the Plan shall vest 100% and
shall be immediately exercisable by the holder.
9.2 DEFINITION. For purposes of the Plan, a "change in control" shall
mean any of the following events:
(a) the Company receives a report on Schedule 13D filed with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Exchange Act disclosing that any person, group, corporation or other entity
is the beneficial owner directly or indirectly of 30% or more of the
outstanding Stock;
6
<PAGE>
(b) any person (as such term is defined in Section 13(d) of the
Exchange Act), group, corporation or other entity other than the Company or
a wholly-owned Subsidiary or any corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as
their ownership of stock in the Company, purchases shares pursuant to a
tender offer or exchange offer to acquire any Stock of the Company (or
securities convertible into Stock) for cash, securities or any other
consideration, provided that after consummation of the offer, the person,
group, corporation or other entity in question is the beneficial owner (as
such term is defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 30% or more of the outstanding Stock of the Company
(calculated as provided in paragraph (d) of Rule 13d-3 under the Exchange
Act in the case of rights to acquire Stock);
(c) the stockholders of the Company approve (a) any consolidation or
merger of the Company in which the Company, or any corporation owned
directly or indirectly by the shareholders of the Company in substantially
the same proportions as their ownership of stock in the Company, is not the
continuing or surviving corporation or pursuant to which shares of Stock
would be converted into cash, securities or other property, or (b) any
sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the
Company;
(d) there shall have been a change in a majority of the members of the
Board of Directors of the Company within a 12 month period unless the
election or nomination for election by the Company's stockholders of each
new director was approved by the vote of two-thirds of the directors then
still in office who were in office at the beginning of the 12 month period.
SECTION 10
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
10.1 AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN. The Board may
amend, alter, or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the rights of any Participant
with respect to an Award theretofore granted without the Participant's consent
or which, without the approval of the Company's stockholders, would:
(a) except as expressly provided in this Plan, increase the total
number of shares of Stock reserved for the purpose of the Plan;
(b) change the Participants eligible to participate in the Plan;
(c) amend the provisions of Section 7 more than once every six
months, other than to comport with changes required by applicable law;
(d) extend the maximum term of the Plan or any Option period under
the Plan; or
7
<PAGE>
(e) modify those terms of the Plan required by Section 162(m) of the
Code to be approved by shareholders.
10.2 BROAD AUTHORITY. Subject to the above provisions, the Committee shall
have broad authority to amend the Plan to take into account changes in
applicable securities and tax laws and accounting rules, as well as other
developments.
SECTION 11
TAX WITHHOLDING
11.1 TAX WITHHOLDING. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
federal, state, and local withholding tax requirements on any Award under the
Plan.
11.2 PAYMENT OF WITHHOLDING OBLIGATION. To the extent permissible under
applicable tax, securities, and other laws, the Company may, in its sole
discretion, permit the Participant to satisfy a tax withholding requirement by
(i) using already owned shares; (ii) through a cashless transaction; or (iii)
directing the Company to apply shares of stock to which the Participant is
entitled as a result of the exercise of an option or the lapse of a Period of
Restriction (including, for this purpose, the filing of an election under
Section 83(b) of the Code), to satisfy such requirement.
11.3 DISPOSITION OF SHARES. In the event that a Participant shall dispose
(whether by sale, exchange, gift, the use of a qualified domestic relations
order as defined by the Code or Title I of ERISA, or the rules thereunder, or
any like transfer) of any shares of Common Stock of the Company (to the extent
such shares are deemed to be purchased pursuant to an Incentive Stock Option)
acquired by such Participant within two years of the date of grant of the
related option or within one year after the acquisition of such shares, the
Participant will notify the secretary of the Company no later than 15 days from
the date of such disposition of the date or dates and the number of shares
disposed of by the Participant and the consideration received, if any, and, upon
notification from the Company, promptly forward to the secretary of the Company
any amount requested by the Company for the purpose of satisfying its liability,
if any, to withhold federal, state or local income or earnings tax or any other
applicable tax or assessment (plus interest or penalties thereon, if any, caused
by delay in making such payment) incurred by reason of such disposition.
SECTION 12
INDEMNIFICATION
Each person who is or shall have been a member of the Board or Committee
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the
8
<PAGE>
Company's approval, or paid by him or her in satisfaction of any judgment in any
such action, suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and defend the
same before he or she undertakes to handle and defend it on his or her own
behalf. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the
Company's Article of Incorporation or Bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.
SECTION 13
REQUIREMENTS OF LAW
13.1 REQUIREMENTS OF LAW. The granting of Awards and the issuance of shares
of Stock upon the exercise of an Option shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
13.2 GOVERNING LAW. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
California.
SECTION 14
FUNDING
The Plan shall be unfunded. The Company shall not be required to segregate
any of its assets to assure the payment of any Award under the Plan. Neither the
Participant nor any other persons shall have any interest in any fund or in any
specific asset or assets of the Company or any other entity by reason of any
Award, except to the extent expressly provided hereunder. The interest of each
Participant and former Participant hereunder are unsecured and shall be subject
to the general creditors of the Company.
9
<PAGE>
ITLA CAPITAL CORPORATION
1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
NQSO NO. ___
This option is granted on _______, 199_ (the "Grant Date") by ITLA Capital
Corporation (the "Corporation") to ______________________ (the "Optionee"), in
accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Corporation hereby grants to the
--------------------------------
Optionee an Option (the "Option") to purchase pursuant to the 1995 Stock Option
Plan for Non-Employee Directors, as the same may from time to time be amended,
(the "Plan") and upon the terms and conditions therein and hereinafter set
forth, an aggregate of _______ shares (the "Option Shares") of the Common Stock,
par value $.01 per share ("Common Stock"), of the Corporation at the price (the
"Exercise Price") of $_______ per share. A copy of the Plan as currently in
effect, is incorporated herein by reference and is attached hereto.
This Option shall be exercisable only during the period (the "Exercise
Period") commencing from ________, 199_ and ending at 5:00 p.m., La Jolla,
California time, on the date ten years after the Grant Date, such later time and
date being hereinafter referred to as the "Expiration Date," provided the
Optionee has continued to serve as a Director since Grant Date. This option
shall vest and become exercisable according to the following schedule:
During the Exercise Period, only the vested portion of this Option shall be
exercisable in whole at any time or in part from time to time subject to the
provisions of this Agreement.
2. Method of Exercise of This Option. This Option, when vested, may be
---------------------------------
exercised at any time during the Exercise Period by giving written notice to the
Corporation specifying the number of Option Shares to be purchased. The notice
must be in the form prescribed by the committee referred to in Section 4 of the
Plan or its successor (the "Committee") and directed to the address set forth by
the Committee. The date of exercise is the date on which such notice is received
by the Corporation. Such notice must be accompanied by payment in full for the
Option Shares to be purchased upon such exercise. Payment shall be made either
(i) in cash, which may be in the form of a check, bank draft, or money order
payable to the Corporation, or (ii) by delivering shares of Common Stock already
owned by the Optionee having a Fair Market Value (as defined in the Plan) equal
to the Exercise Price for the number of Option Shares to be purchased, or (iii)
a combination of cash and such shares. Promptly after such payment, subject to
Section 3 below, the Corporation shall issue and deliver to the Optionee or
other person exercising this Option a certificate or certificates representing
the shares of Common Stock so purchased, registered in the name of the Optionee
(or such other person), or, upon request, in the name of the Optionee (or such
other person) and in the name of another jointly with right of survivorship.
<PAGE>
3. Restrictions on Stock Transferability. The Committee shall impose such
-------------------------------------
restrictions on any shares of Stock acquired pursuant to the exercise of an
Option under the Plan as it may deem advisable, including, without limitation,
restrictions under applicable federal securities law, under the requirements of
any stock exchange upon which such shares of Stock are then listed and under any
blue sky or state securities laws applicable to such shares.
4. Non-Transferability of This Option. This Option may not be sold,
----------------------------------
transferred, pledged, assigned, or otherwise alienated or hypothecated, except,
in the event of the death of the Optionee, by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order, as described
in the Plan, to the extent provided in Section 5 below. Except as provided
herein, this Option is exercisable during the Optionee's lifetime only by the
Optionee. The provisions of this Option shall be binding upon, inure to the
benefit of and be enforceable by the parties hereto, the successors and assigns
of the Corporation and any person to whom this Option is transferred by will or
by the laws of descent and distribution or pursuant to a qualified domestic
relations order, as described in the Plan.
5. Termination of Service or Death of the Optionee. Except as provided in
-----------------------------------------------
this Section 5 and notwithstanding any other provision of this Option to the
contrary, this Option shall not be exercisable unless the Optionee, at the time
he exercises this Option, has continued to serve as an Outside Director since
the date of grant of the Option.
If the Optionee shall cease to serve as an Outside Director for any reason
(excluding death, disability, retirement and termination of employment by the
Corporation or any Affiliate for cause), the Optionee may, but only within the
period of three months immediately succeeding such cessation of service and in
no event after the Expiration Date, exercise this Option to the extent the
Optionee was entitled to exercise this Option at the date of cessation. If the
Optionee shall cease service as an Outside Director because of termination of
employment by the Corporation for cause, all rights under this Option shall
expire immediately upon the giving to the Optionee of notice of such
termination.
In the event of the death, disability or retirement of the Optionee while in
the service of the Corporation or during the three-month period referred to in
the immediately preceding paragraph, the person to whom the Option has been
transferred by will or by the laws of descent and distribution, or (pursuant to
a qualified domestic relations order, as described in the Plan), may, but only
to the extent the Optionee was entitled to exercise this Option immediately
prior to his death, exercise this Option at any time within six months following
the death of the Optionee, but in no event later than ten years from the Grant
Date.
6. Change in Control. Change in Control, as defined in the Plan,
-----------------
encompasses: (a) the acquisition of beneficial ownership by any person,
corporation, group or other entity of 30% or more of the outstanding Stock; (b)
the stockholders of the Corporation approve a merger, consolidation, or
combination in which the Corporation is the not the continuing entity and which
does not result in the outstanding shares of Common Stock being converted into
or exchanged for different securities, cash or other property, or any
combination thereof, or the sale, lease or exchange or other transfer of all or
substantially all of the assets of the Corporation; or (c) a change in a
majority of the members of the Board of Directors of the Corporation within a 12
month period unless the election or nomination for election by the
NQSO-2
<PAGE>
Corporation's stockholders of each new director was approved by the vote of two-
thirds of the directors then still in office who were in office at the beginning
of the 12 month period. In the event of any Change in Control of the
Corporation, the Options shall vest 100% and shall be immediately exercisable.
7. Stockholder Rights Not Granted by This Option. The Optionee is not
---------------------------------------------
entitled by virtue hereof to any rights of a stockholder of the Corporation or
to notice of meetings of stockholders or to notice of any other proceedings of
the Corporation.
8. Adjustments for Changes in Capitalization of the Corporation. In the
------------------------------------------------------------
event of any change in the outstanding shares of Stock by reason of any stock
dividend or split, recapitalization, merger, consolidation, combination,
exchange of shares, or other similar corporate change, the aggregate number of
shares of Stock available under the Plan and subject to each outstanding Award,
and its stated exercise price or the basis upon which the Award is measured,
shall be adjusted appropriately by the Committee, whose determination shall be
conclusive; provided, however, that fractional shares shall be rounded to the
nearest whole share.
9. Withholding Tax. Where the Optionee or another person is entitled to
---------------
receive Option Shares pursuant to the exercise of this Option, the Corporation
shall have the right to require the Optionee or such other person to pay to the
Corporation the amount of any taxes which the Corporation or any of its
Affiliates is required to withhold with respect to such Option Shares, or, in
lieu thereof, to retain, or sell without notice, a sufficient number of shares
to cover the amount required to be withheld or in lieu of any of the foregoing,
to withhold a sufficient sum from the Optionee's compensation payable by the
Corporation to satisfy the Corporation's tax withholding requirements. 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 law.
10. Notices. All notices hereunder to the Corporation shall be delivered or
-------
mailed to it addressed to the Secretary of the Corporation at 7979 Ivanhoe
Avenue, La Jolla, California, 92307. Any notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee's address noted below.
Such addresses for the service of notices may be changed at any time provided
written notice of the change is furnished in advance to the Corporation or the
Optionee, as the case may be.
11. Plan and Plan Interpretations as Controlling. This Option 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
Optionee or his legal representatives with regard to any question arising
hereunder or under the Plan.
12. Optionee Service. Nothing in this Option shall limit the rights of the
----------------
Corporation or any of its Affiliates to terminate the Optionee's service as a
director or otherwise impose upon the Corporation or any of its Affiliates any
obligation to employ or accept the services of the Optionee.
NQSO-3
<PAGE>
13. Optionee Acceptance. The Optionee shall signify his acceptance of the
-------------------
terms and conditions of this Option by signing in the space provided below and
returning a signed copy hereof to the Corporation at the address set forth in
Section 10 above.
NQSO-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK
OPTION AGREEMENT to be executed as of the date first above written.
ITLA CAPITAL CORPORATION
By:
-----------------------------------------
George W. Haligowski, President and Chief
Executive Officer
ACCEPTED:
-----------------------------------------
-----------------------------------------
(Street Address)
-----------------------------------------
(City, State and Zip Code)
NQSO-5
<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 50,000 shares of the
Corporation's Common Stock, $.01 par value per share (the "Common Stock"), to be
offered pursuant to the 1995 Stock Option Plan for Non-Employee Directors 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 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
