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As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 33-__________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COAST BANCORP
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(Exact name of issuer as specified in its charter)
California 77-0401327
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
740 Front Street, Suite 240, Santa Cruz, California 95060
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(Address of Principal Executive Offices) (Zip Code)
COAST BANCORP
1995 AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
Bruce H. Kendall
Senior Vice President and Chief Financial Officer
Coast Bancorp
740 Front Street, Suite 240
Santa Cruz, California 95060
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(Name and address of agent for service)
(408) 458-4501
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(Telephone number, including area code of agent for service)
The Commission is requested to send copies of all communications to:
David J. Block, Esq.
Leland, Parachini, Steinberg, Matzger & Melnick, L.L.P.
333 Market Street, 27th Floor
San Francisco, California 94105
Telephone: (415) 957-1800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(3) FEE
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<S> <C> <C> <C> <C>
Common Stock, no par value 400,000 $22.125 $8,850,000.00 $2,681.82
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</TABLE>
(1) The number of shares to be registered is subject to further increase
pursuant to the adjustment provisions of the 1995 Amended and Restated
Stock Option Plan.
(2) Computed pursuant to Rule 457(h) based upon the average of the
bid and asked prices on April 28, 1997.
(3) Where "Affiliate" is not capitalized, the term has the meaning set forth in
the rules and regulations.
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TABLE OF CONTENTS
PAGE
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GENERAL PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INTRODUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
AMENDMENTS AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 3
SECURITIES TO BE OFFERED . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ADJUSTMENT OF AND CHANGES IN THE SHARES . . . . . . . . . . . . . . . . . 3
PARTICIPANTS IN THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR
SECURITIES OFFERED. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
IN GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER . . . . . . 6
DEATH OR DISABILITY OF OPTIONEE . . . . . . . . . . . . . . . . . . . . . 6
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
TAX EFFECTS OF PLAN PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . 7
NONSTATUTORY STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . 7
INCENTIVE STOCK OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 8
ASSIGNMENT OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION . . . . . . . . . . . . . 9
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COAST BANCORP
740 Front Street, Suite 240
Santa Cruz, California 95060
(408) 458-4501
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Common Stock
(No Par Value)
1995 AMENDED AND RESTATED STOCK OPTION PLAN
This Prospectus relates to 400,000 shares of no par value Common Stock of
Coast Bancorp (the "Company") issuable upon the exercise of options under the
1995 Amended and Restated Stock Option Plan (the "Plan") of the Company to
eligible directors, employees and officers of the Company and Affiliates(4) of
the Company.
Except for shares owned by directors and officers of the Company and any
other persons who become "affiliates"(5) of the Company by virtue of the number
of shares owned, the shares will be freely transferable immediately upon
issuance and will not be subject to any specific transfer restrictions.
Directors and officers of the Company and other affiliates may offer and sell
securities purchased under the Plan only in transactions registered or exempt
from the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"). This Prospectus does not meet the 1933 Act registration
requirements for resales of shares acquired under the Plan by affiliates of the
Company; accordingly, this Prospectus cannot be used for the resale of shares
acquired through the Plan by those persons.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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(4) The capitalized term "Affiliate" has the specific meaning set forth in the
Plan. See "DESCRIPTION OF THE PLAN - Purpose."
(5) Where "Affiliate" is not capitalized, the term has the meaning set forth in
the rules and regulations under the Securities Act of 1933, as amended.
The date of this Prospectus is April 30, 1997.
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GENERAL PLAN INFORMATION
INTRODUCTION
The Company is offering for sale up to 400,000 shares of its no par value
common stock (the "Common Stock") in accordance with the terms and conditions of
the Company's 1995 Amended and Restated Stock Option Plan (the "Plan").
Participants may obtain additional information about the Plan and its
administration by contacting the Company at 740 Front Street, Suite 240, Santa
Cruz, California 95060. Telephone: (408) 458-4501.
The Plan was adopted by the Board of Directors of the Company on February
22, 1995, and was approved by the shareholders at the Company's 1995 Annual
Meeting of Shareholders on May 16, 1995. The amendment and restatement of the
Plan was approved by the Board of Directors of the Company on April 23, 1997.
The amendment and restatement of the Plan did not require shareholder approval.
The Plan will expire on February 22, 2005, or ten years from its adoption by the
Company's Board of Directors, unless terminated earlier by the Board of
Directors, or a committee of the Board of Directors appointed to administer the
Plan.
The Plan is not subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
PURPOSE
The purpose of the Plan is to secure for the Company and its shareholders
the benefits of the incentive inherent in the ownership of Common Stock of the
Company by those directors, officers and employees of the Company and its
Affiliates who share in the responsibility for the Company's future growth and
success. The word "Affiliate" as used in the Plan means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at anytime each such bank or corporation other than the last in that
chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations or banks
in the chain.
ADMINISTRATION
The Plan provides for administration by a committee of the Board of
Directors (the "Committee"), composed of not less than two (2) directors. Each
member of the Committee must qualify as a "Non-Employee Director", as defined in
the regulations of the Securities and Exchange Commission ("SEC") promulgated
under Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All members of the Company's Stock Option Committee qualify as
a "Non-Employee Director"
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under SEC regulation 16b-3. The seven members of the Committee, are all of the
directors of the Company excluding the two directors who are also employees of
the Company. The Committee has the power to make all determinations necessary
or advisable for the administration of the Plan including, but not limited to,
determining which persons meet the requirements for selection as participants
within the framework of the Plan and establishing the terms and conditions of
options granted. The members of the Committee serve at the pleasure of the
Board of Directors.
AMENDMENTS AND TERMINATION
The Board of Directors has complete power and authority to terminate or
amend the Plan; provided, however, that the Board of Directors will not,
without the approval of the shareholders of the Company: (i) materially
increase the benefits accruing to participants under the Plan; (ii) increase
the number of securities which may be issued under the Plan; or (iii) modify
the requirements as to eligibility for participation in the Plan. In
addition, the provisions of the Plan governing the terms and conditions under
which options may be granted may not be amended more than once every six (6)
months, other than to comply with changes in the Internal Revenue Code of
1986, as amended (the "Code"), or the rules thereunder. Except as provided
in the section on "Adjustment of and Changes in the Shares" herein, no
termination, modification or amendment may adversely affect any option
previously granted under the Plan without the consent of the optionee.
SECURITIES TO BE OFFERED
The Board of Directors has approved the reservation of 400,000 of the
authorized but unissued shares of Common Stock of the Company for issuance under
the Plan. The Articles of Incorporation of the Company authorize Twenty Million
(20,000,000) shares of Common Stock, of which 2,209,659 shares were issued and
outstanding on March 21, 1997.
In addition, as is discussed in detail below, the shares reserved for
issuance under the Plan may also be adjusted to reflect other events affecting
the outstanding shares of Common Stock, such as a stock split or a change in or
exchange of the shares of stock or other securities of the Company, whether by
reason of reorganization, merger, reclassification of shares or otherwise.
ADJUSTMENT OF AND CHANGES IN THE SHARES
The Plan provides for adjustment in the number of shares of Common Stock
authorized under the Plan or covered by options granted to an optionee to
protect
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against dilution in the event of certain changes in the Company's
capitalization, such as a stock split or dividend.
In the event of sale, dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the immediate
termination of every option outstanding under the Plan prior to the consummation
of such proposed action. In the event of a merger or consolidation in which the
Company is not the surviving or resulting corporation (other than a merger or
consolidation solely for the purpose of charter migration), every option
outstanding under the Plan shall be assumed on its terms and conditions, both as
to the number of shares and otherwise, by the surviving or resulting corporation
or a parent or subsidiary of the surviving or resulting corporation; provided,
however that if the surviving or resulting corporation does not provide for such
assumption or substitution of equivalent options, the optionee shall have the
right immediately prior to such merger or consolidation to notification thereof
as soon as practicable and, thereafter, to exercise the optionee's option to
purchase the shares subject thereto to the extent of any unexercised portion of
the option, regardless of the vesting provisions of the Plan. This right of
exercise is conditioned upon the execution of a final plan of dissolution or
liquidation or a definitive agreement of merger or consolidation.
The grant of an option pursuant to the Plan will not, however, affect in
any way the right or power of the Company to make adjustments, reclassification,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
PARTICIPANTS IN THE PLAN
Options may be granted pursuant to the Plan to full-time employees and
officers of the Company and its Affiliates and to non-employee directors of the
Company. Incentive stock options may only be granted to full-time salaried
employees of the Company and its Affiliates. The aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by an optionee
during a calendar year (under all plans of the Company and its Affiliates) shall
not exceed $100,000. Any option not qualifying hereunder will be a nonstatutory
stock option.
Non-employee directors of the Company were granted options for 2,000 shares
of Common Stock upon adoption of the Plan and shall be granted options for an
additional 2,000 shares each year on the anniversary of the date of grant up to
a maximum of 10,000 shares. The grant of shares in any calendar year for
service as a
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non-employee director in the previous calendar year shall be defined as an
"Annual Grant."
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT
FOR SECURITIES OFFERED
IN GENERAL
Each optionee will enter into a stock option agreement with the Company,
which agreement will state the number and purchase price of the shares subject
to the option.
No option may be exercised by any optionee unless and until the optionee
has served continuously as a director or full-time officer or employee for a
period of six (6) months from the date of grant of such option (the "Vesting
Period"), except as otherwise provided below. See "Termination of Employment,
or Status as a Director or Officer," "Death or Disability of Optionee" and
"Adjustment of and Changes in the Shares," herein. Options granted to
non-employee directors shall be exercisable upon the expiration of six (6)
months from the date of grant. All other options granted pursuant to the Plan
shall vest in such manner as determined by resolution of the Stock Option
Committee at the rate of at least twenty percent (20%) per year up to but not
exceeding five (5) years from the date the option is granted; provided, however,
that the Committee may, in its sole discretion, accelerate the time of exercise
of any option. If an incentive stock option is granted to an optionee who owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company and its affiliates, such option by its
terms shall not be exercisable after the expiration of five (5) years from the
date such option is granted. Each option may be exercised for a period not
exceeding ten (10) years from the date of grant subject to the vesting
provisions herein and to a determination of the Committee that an option may
expire in such lesser period of time as they may determine in their sole
discretion.
The purchase price under each option will be not less than 100% of the fair
market value of the shares of Common Stock subject thereto on the date said
option is granted and must be paid in full at the time the option is exercised
by cash, certified check, official bank check, or the equivalent thereof; or by
shares of Common Stock with a fair market value as of the date of exercise equal
to the purchase price; or by shares of Common Stock with a fair market value as
of the date of exercise less than the full amount of the purchase price plus
cash, certified check, official bank check or the equivalent thereof equal to
the remaining amount of the purchase price. If, however, an optionee who has
been granted an incentive stock option owns stock of the Company possessing more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Company and its affiliates,
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the option price of any option granted to the optionee may not be less than one
hundred ten percent (110%) of the fair market value of the shares of Common
Stock subject thereto on the date the option is granted. The fair market value
of the shares of Common Stock subject to options may be determined by the
Committee using any reasonable valuation method.
TERMINATION OF EMPLOYMENT, OR STATUS AS A DIRECTOR OR OFFICER
If an optionee ceases to be an employee, director or officer of the Company
for any reason other than his or her death or disability or cause, the
optionee's right to exercise options to the extent such options were exercisable
by the optionee on the date of such termination will terminate within three (3)
months and one (1) day following such termination, provided the date of exercise
is in no event after the expiration of the term of the option.
If any optionee is removed for cause as defined in the Plan his or her
right to exercise any option previously granted pursuant to the Plan will cease
immediately.
DEATH OR DISABILITY OF OPTIONEE
If an optionee's employment or status as an officer or director is
terminated by death or disability, such optionee or such optionee's qualified
representative (in the event of mental disability) or the optionee's estate (in
the event of death) may exercise any option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability within twelve (12) months following the date of such death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.
RESTRICTIONS ON RESALE
Shares owned by the directors and certain officers of the Company and its
subsidiaries, as affiliates of the Company, are subject to restrictions on
transfer and resale. Directors, certain officers and other affiliates of the
Company may offer and sell securities purchased under the Plan only in
transactions registered under or exempt from the registration requirements of
the 1993 Act.
The Common Stock of the Company is registered under the 1934 Act.
Accordingly, every officer, director and beneficial owner of more than ten
percent (10%) of the Common Stock of the Company is subject to the short-swing
profit recovery provisions of Section 16(b) of the 1934 Act. Generally, Section
16(b) provides that the Company may recover any profit realized by any of these
persons resulting from any purchase and sale (or sale and purchase) of the
Common Stock of
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the Company if the transactions occur within a period of less than six (6)
months of one another.
TAX EFFECTS OF PLAN PARTICIPATION
The following summary is intended only as a general discussion and should
not be relied upon by an optionee to determine the tax consequences of the grant
or exercise of any option or the sale of shares acquired after exercise. The
federal tax consequences of stock options are complex and subject to change. In
addition, an optionee's particular situation may be such that some variation of
the general rule is applicable. PARTICIPANTS IN THE PLAN ARE URGED TO CONSULT
WITH THEIR OWN TAX ADVISORS BEFORE EXERCISING OPTIONS OR SELLING SHARES ACQUIRED
BY EXERCISING OPTIONS.
NONSTATUTORY STOCK OPTIONS
An optionee who is granted a nonstatutory option in connection with the
performance of services generally realizes no ordinary income at the time of
grant. In most cases, the optionee will realize compensation income and
consequently be subject to federal income tax at the time the optionee exercises
the option with a cash payment. The optionee must include as ordinary income
the excess, if any, of the fair market value of the stock received over the
exercise price.
For purposes of determining whether any gain realized upon subsequent
sale of the stock will be treated as long-term or short-term capital gain,
the holding period will not begin to run until the date on which the optionee
realizes income attributable to the exercise of the option. As the amounts
included in income are deemed to be supplementary compensation, the Company
must withhold tax with respect to this income, and will forfeit its deduction
if it does not withhold.
The basis for determining gain or loss on the sale of stock received
through the exercise of a nonstatutory option is the amount paid for the stock
plus the amount included in income on the exercise of the option.
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Where payment of the option price at exercise is made in whole or in part
through the delivery of shares of stock already owned by the optionee ("Owned
Shares"), further tax considerations apply. Gain or loss will not be recognized
for tax purposes upon disposition of Owned Shares delivered in payment of the
option price. A number of shares received on exercise equal to the number
delivered ("Exchange Shares") will have the same basis and holding period as the
Owned Shares. Whether the Internal Revenue Service will allow such nontaxable
treatment where the nonstatutory option is exercised with Owned Shares which
were acquired pursuant to the exercise of an incentive stock option is
uncertain. The fair market value of the remaining shares received on exercise
("Additional Shares") is compensation for services and ordinarily is includable
in the gross income of the optionee in the year of exercise. The holding period
for determining capital gain or loss for such Additional Shares generally begins
the day after the exercise date.
INCENTIVE STOCK OPTIONS
An optionee who is granted an incentive stock option realizes no ordinary
income either at the time of the grant or at the time of exercise of the option,
provided that the optionee is an employee of the Company or its Affiliates at
the time of the grant of the option and is in the employ of the Company or its
Affiliates for at least three (3) months prior to the time of exercise of the
option. An optionee will recognize income at the time of sale of the stock
acquired by means of the exercise of an incentive stock option based upon the
spread between the option price and the amount realized upon the sale of stock.
In order to qualify for capital gains treatment upon disposition of stock
following exercise of an incentive stock option, the optionee may not dispose of
the stock for at least two (2) years from the date the option was granted and
must hold the stock itself for at least one year after the exercise of the
option. If these holding periods are not met it is considered to be a
"disqualifying disposition" and the optionee must pay tax at the ordinary income
based upon the spread between the option price and the fair market value of the
stock at the time of exercise in the year of the disqualifying disposition.
Where payment of the option price at exercise is made in whole or in part
through Owned Shares, further tax considerations apply. Gain or loss will not
be recognized for tax purposes upon disposition of Owned Shares delivered in
payment of the option price. Exchange Shares will have the same basis and
holding period as the Owned Shares. The fair market value of the Additional
Shares is compensation for services and ordinarily is includable in the gross
income of the optionee in the year of exercise. The holding period for
determining capital gain or loss for such Additional Shares generally begins the
day after the exercise date.
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ASSIGNMENT OF INTEREST
No option is transferable by the optionee otherwise than by will, the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code or Title I of ERISA.
REGISTRATION INFORMATION AND ANNUAL PLAN INFORMATION
Upon the written or oral request of anyone to whom this Prospectus is
delivered, the Company will provide without charge a copy of its latest annual
report to shareholders (which includes audited consolidated financial
statements) and any and all of the information that has been incorporated by
reference into the Registration Statement filed with the Securities and Exchange
Commission, of which this Prospectus is part, under the 1933 Act, as amended,
with respect to the Common Stock offered hereby (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
Registration Statement incorporates).
Additional updating information with respect to the securities covered in
this Prospectus may be provided in the future by means of appendices which the
Company will deliver or cause to be delivered to each employee, director or
officer who participates in or is selected to participate in the Plan. When
updated information is so furnished, documents previously delivered to
participants may not be redelivered, but upon the oral or written request of any
participant, the Company will provide without charge to any participant a copy
of all documents that then constitute the Plan Prospectus.
Upon the written or oral request of any participant in the Plan to whom
this Prospectus is delivered, the Company will provide without charge a copy of
any of the following materials: (i) the Bank's or Company's latest Annual
Report to Shareholders, as applicable; (ii) the Bank's or Company's latest
Annual Report on Form 10-K, as applicable; (iii) the latest prospectus filed by
the Company pursuant to Rule 424(b) under the 1933 Act that contains audited
financial statements for the Bank's or Company's latest fiscal year for which
such statements have been filed; or (iv) any effective Exchange Act registration
statement on Form 10 containing audited financial statements for the Bank's or
Company's latest fiscal year.
The Company will deliver or cause to be delivered to all Plan participants
who do not otherwise receive such material or who orally or in writing request
such material, copies of all reports, proxy statements and other communications
distributed to the shareholders of the Company generally.
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All such requests should be directed to the Company at its offices at 740
Front Street, Suite 240, Santa Cruz, California 95060, Attention: Sandra
Anderson, Corporate Secretary. Telephone: (408) 458-4500.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents are incorporated herein by reference. In addition,
all documents subsequently filed by the Company pursuant to Sections 13, 14, and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereunder have been sold or which
de-registers all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
such documents.
1.1 Coast Bancorp Registration Statement on Form 10, filed with the
Securities and Exchange Commission on October 1, 1996, pursuant to
Section 12(g) of the Exchange Act.
1.2 Coast Bancorp Form 10-K for the fiscal year ended December 31, 1996.
1.3 Coast Bancorp Form 8-K dated February 10, 1997.
Item 4. Description of Securities.
The Common Stock of the Company is registered pursuant to Section 12(g) of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Insert any provisions of Articles or Bylaws regarding indemnification.
The Company shall indemnify its "Agents," as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended
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from time to time, or as permitted by any successor statute to Section 317, and
by the Company's Articles of Incorporation.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4. Coast Bancorp 1995 Amended and Restated Stock Option Plan and form of
Nonstatutory and Incentive Stock Option Agreements.
5. Opinion of Leland, Parachini, Steinberg, Matzger & Melnick L.L.P. as
to the validity of securities being registered.
15. Not applicable.
23.1 Consent of Leland, Parachini, Steinberg, Matzger & Melnick L.L.P. is
contained in that firm's opinion as Exhibit 5 to this Registration
Statement.
23.2 Consent of Deloitte & Touche L.L.P., independent public accountants
for Coast Bancorp.
24. Power of Attorney.
99. Not applicable.
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
person of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and had duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Cruz, State of California, on April 24, 1997.
COAST BANCORP
By: s/Harvey J. Nickelson
-------------------------------------
Harvey J. Nickelson
President and Chief
Executive Officer
13
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Harvey J. Nickelson and Bruce H. Kendall and each of them, his true and lawful
attorney-in-fact and agent, with full powers of substitution, for him and in his
name, place and stead, in any and all capacities, to sign and to file any and
all amendments, including pre- and/or post-effective amendments to this
Registration Statement, with the Securities and Exchange Commission, granting to
said attorney-in-fact full power and authority to perform any other act on
behalf of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
s/ Bruce H. Kendall April 23 , 1997
- ------------------------------ --------------------
BRUCE H. KENDALL
Senior Vice President and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
s/ Richard E. Alderson April 23 , 1997
- ------------------------------ --------------------
RICHARD E. ALDERSON
Director
, 1997
- ------------------------------ --------------------
DOUGLAS D. AUSTIN
Director
, 1997
- ------------------------------ --------------------
JOHN C. BURROUGHS
Director
/s/ Bud W. Cummings April 23 , 1997
- ------------------------------ --------------------
BUD W. CUMMINGS
Director
/s/ Ronald M. Israel April 23 , 1997
- ------------------------------ --------------------
RONALD M. ISRAEL
Director
14
<PAGE>
/s/ Malcolm D. Moore April 23 , 1997
- ------------------------------ --------------------
MALCOLM D. MOORE
Director
/s/ Harvey J. Nickelson April 23 , 1997
- ------------------------------ --------------------
HARVEY J. NICKELSON
President, Chief Executive Officer
and Director
/s/ Gus J. F. Norton April 23 , 1997
- ------------------------------ --------------------
GUS J. F. NORTON
Director
/s/ James C. Thompson April 23 , 1997
- ------------------------------ --------------------
JAMES C. THOMPSON
Director
15
<PAGE>
EXHIBITS
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
4. Coast Bancorp 1995 Amended and
Restated Stock Option Plan and
form of Nonstatutory and
Incentive Stock Option
Agreements.
5. Opinion of Leland, Parachini,
Steinberg, Matzger & Melnick L.L.P.
as to the validity of
securities being registered.
23.1 Consent of Leland, Parachini,
Steinberg, Matzger & Melnick L.L.P.
is contained in that firm's
opinion as Exhibit 5 to this
Registration Statement.
23.2 Consent of Deloitte & Touche
L.L.P., independent public
accountants for Coast Bancorp
25. Power of Attorney is contained
in the Signatures pages.
16
<PAGE>
COAST BANCORP
1995 AMENDED AND RESTATED STOCK OPTION PLAN
INDEX
ARTICLE DESCRIPTION COMMENCING
NO. ON PAGE
1. PURPOSE.............................................................. 1
2. ADMINISTRATION....................................................... 1
3. PARTICIPANTS......................................................... 3
4. THE SHARES........................................................... 4
5. GRANTS, TERMS AND CONDITIONS OF OPTIONS.............................. 4
6. ADJUSTMENT OF AND CHANGES IN THE SHARES.............................. 12
7. LISTING OR QUALIFICATION OF SHARES................................... 15
8. AMENDMENT AND TERMINATION OF THE PLAN................................ 15
9. BINDING EFFECT OF CONDITIONS......................................... 16
10. EFFECTIVENESS OF THE PLAN............................................ 17
11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES
LAW COMPLIANCE; NOTICE OF SALE....................................... 17
12. INDEMNIFICATION...................................................... 18
13. INFORMATION TO OPTIONEES............................................. 18
i
<PAGE>
COAST BANCORP
1995 AMENDED AND RESTATED
STOCK OPTION PLAN
___________ o0o ____________
1. PURPOSE
The purpose of this 1995 Amended and Restated Stock Option Plan (the
"Plan") of Coast Bancorp and its Affiliates (hereinafter collectively referred
to as the "Company"), is to secure for the Company and its stockholders the
benefits of the incentive inherent in the ownership of Common Stock of Coast
Bancorp by those key, full-time employees and officers of the Company who will
share responsibility with management of the Company for its future growth and
success. Options may also be granted to non-employee directors of the Company.
The word "Affiliate", as used in this Plan, means any corporation or bank
in an unbroken chain of banks or corporations beginning or ending with the
Company, if at anytime, each such bank or corporation other than the last in
that chain owns stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one or the other corporations
or banks in the chain.
2. ADMINISTRATION
The following provisions shall govern the administration of the Plan:
(a) The Plan shall be administered by a committee of the Board of
Directors duly appointed by the Board (the "Committee") composed of two (2)
or more directors, each of whom is a "Non-Employee Director" within the
meaning of Rule
1
<PAGE>
16b-3 under the Securities Exchange Act of 1934, as amended (the "1934 Act"), or
any successor rule or regulation, i.e. each Committee member is not employed by
the Company or its affiliates, does not receive compensation for services or
engage in any transaction or series of transactions in excess of $60,000 in any
year (excluding directors' fees) with the Company, or does not engage in a
business relationship which requires disclosure under Regulation S-K Section
404(b) pursuant to the 1934 Act. However, receiving a grant of an option under
the Plan or any other plan of the Company, or participation in a formula plan
meeting the conditions of Rule 16b-3 under the 1934 Act shall not disqualify a
director from being a "Non-Employee Director". The Board of Directors may from
time to time remove members from or add members to the Committee. Vacancies on
the Committee, however caused, shall be filled by the Board of Directors. The
Board of Directors shall designate a Chairman of the Committee from among the
Committee members. Acts of the Committee (i) at a meeting, held at a time and
place and in accordance with rules adopted by the Committee, at which a quorum
of the Committee is present and acting, or (ii) reduced to and approved in
writing by a majority of the members of the Committee, shall be the valid acts
of the Committee.
(b) The Company shall effect the grant of options under the Plan by
execution of instruments in writing in a form approved by the Committee.
Subject to the express terms and conditions of the Plan and the terms of any
option outstanding under the Plan, the Committee shall have full power to
construe the Plan and the terms of any option granted under the Plan, to
prescribe, amend and rescind rules
2
<PAGE>
and regulations relating to the Plan or such options and to make all other
determinations necessary or advisable for the Plan's administration, including,
without limitation, the power to (i) determine which persons meet the
requirements of Section 3 hereof for selection as participants in the Plan and
which persons are considered to be "employees" for purposes of the Internal
Revenue Code of 1986, as amended (the "Code"), and therefore eligible to receive
incentive stock options under the Plan; (ii) determine to whom of the eligible
persons, if any, options shall be granted under the Plan; (iii) establish the
terms and conditions required or permitted to be included in every option
agreement or any amendments thereto, including whether options to be granted
thereunder shall be "incentive stock options", as defined in the Code, or
"nonstatutory stock options"; (iv) specify the number of shares to be covered by
each option; (v) in the event a particular option is to be an incentive stock
option, determine and incorporate such terms and provisions, as well as
amendments thereto, as shall be required in the judgement of the Board of
Directors or the Committee, so as to provide for or conform such option to any
change in any law, regulation, ruling or interpretation applicable thereto; and
(vi) to make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.
3. PARTICIPANTS
Participants in the Plan shall be those, non-employee directors, officers
and key, full-time, salaried employees of the Company to whom options may be
granted from time to time by the Committee.
3
<PAGE>
4. THE SHARES
The shares of stock initially subject to options authorized to be granted
under the Plan shall consist of four hundred thousand (400,000) shares of Common
Stock (the "Shares") of the Company, or the number and kind of shares of stock
or other securities which shall be substituted for such shares or to which such
shares shall be adjusted as provided in Section 6. The Shares subject to the
Plan may be set aside out of the authorized but unissued shares of Common Stock
of the Company not reserved for any other purpose or out of shares of Common
Stock subject to an option which, for any reason, terminates unexercised as to
the Shares.
5. GRANTS, TERMS AND CONDITIONS OF OPTIONS
Options may be granted at any time prior to the termination of the Plan to
non-employee directors, officers and other key, full-time, salaried employees of
the Company who, in the judgment of the Committee, contribute to the successful
conduct of the Company's operation through their judgment, interest, ability and
special efforts; provided, however, that: (i) for incentive stock options, the
aggregate fair market value of the stock (determined as of the date the option
is granted) which is exercisable for the first time in any calendar year (under
all stock option plans of the Company, its Affiliates or any predecessor of any
such corporation) shall not exceed $100,000; (ii) except in the case of
termination by death or disability or cause or cessation of status as a
director, as set forth in Section 5(c) below, the granted option must be
exercised by an optionee no later than three (3) months and one (1) day after
any termination of employment or status as a director with the Company
4
<PAGE>
and said employment or status as a director must have been continuous since the
granting of the option. Further, incentive stock options may only be granted to
full-time, salaried employees of the Company.
In addition, options granted pursuant to the Plan shall be subject to the
following terms and conditions:
(a) NUMBER OF SHARES.
(i) Each agreement evidencing an option granted under the Plan shall
state the number of Shares subject to the option.
(ii) Each person who is a non-employee Director of the Company
("Director") on the date of adoption of the Plan by the Board of Directors of
the Company (the "Commencement Date") shall be entitled to a grant of an option
to purchase two thousand (2,000) Shares (an "Initial Grant"). On or after the
Commencement Date, options may be granted to Directors (the "Date of Grant"),
which grant shall become effective as of the day following approval of the Plan
by the Shareholders of the Company at the Company's 1995 Annual Meeting of
Shareholders and compliance with applicable securities laws; and which shall
thereafter vest as provided in Section 5(d) hereof.
(iii) On each anniversary date of the Date of Grant (the "Anniversary
Grant Date"), each Director who has been a Director continuously for the
preceding calendar year shall be entitled to a grant of an option to purchase an
additional two thousand (2,000) Shares (an "Annual Grant"). Notwithstanding the
foregoing, the
5
<PAGE>
maximum number of Shares for which options may be granted under the Plan to any
Director shall be ten thousand (10,000) Shares.
(iv) In the event a Director who is entitled to an Initial Grant or
Annual Grant on the Date of Grant or Anniversary Grant Date, respectively,
ceases to be a Director for any reason other than by reason of death of said
Director prior to the Date of Grant or Anniversary Grant Date, such Director
shall not be entitled to receive such Initial Grant or Annual Grant.
(v) In the event of the death, prior to the Date of Grant or
Anniversary Grant Date, of a Director who is entitled to an Initial Grant or
Annual Grant on the Date of Grant or Anniversary Grant Date, respectively, the
personal representative of said Director shall be entitled to receive the
Initial Grant or Annual Grant to which said Director was entitled on such Date
of Grant or Anniversary Grant Date, but shall not be entitled to receive any
further grants under the Plan.
(vi) No proration of an Annual Grant shall be made to any Director
based on a partial year of service as a Director.
(b) VESTING PERIOD OF OPTIONS. With respect to each option granted
pursuant to Section 5(a) above, each optionee shall agree to remain as a
director and to render his or her services for a period of at least six (6)
months from the respective Date of Grant or Anniversary Grant Date, but such
agreement shall not impose upon the Company any obligation to retain the
optionee as a director for any period. No option may be exercised by any
optionee unless and until the optionee has served continuously as a director,
officer or employee for a period of six (6) months from the
6
<PAGE>
date of grant of such option (the "Vesting Period"), except as set forth in
Sections 5(e) and 6 hereof. Upon the expiration of six (6) months from each
respective Date of Grant or Anniversary Grant Date, each option granted pursuant
to Section 5(a)(ii) thru (iv) shall become immediately exercisable in full.
(c) OPTION PRICE. The purchase price (the "Option Price") under each
option shall be not less than one hundred percent (100%) of the fair market
value of the Shares subject thereto on the date the option is granted, as such
value is determined by the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Company possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
the option price of any incentive stock option granted to such optionee shall be
not less than one hundred ten percent (110%) of such fair market value at the
time such option is granted.
(d) DURATION AND EXERCISE OF OPTIONS. Each option shall vest in such
manner and at such time at the rate of at least 20% per year up to but not
exceeding five (5) years from the date the option is granted for all
Participants as the Committee shall determine in its sole discretion; provided,
further, that if an incentive stock option is granted to an employee owning
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company, such option by its terms is not
exercisable after the expiration of five (5) years from the date such option is
granted. Each option may be exercised for a period of up to one hundred
7
<PAGE>
twenty (120) months from the date of grant, subject to the vesting provisions
set forth herein and to a determination of the Committee that an option may
expire in such lesser period of time as they may determine in their sole
discretion. The termination of the Plan shall not alter the maximum duration,
the vesting provisions, or any other term or condition of any option granted
prior to the termination of the Plan.
To the extent the right to purchase Shares has vested under a Participant's
stock option agreement, options may be exercised from time to time by delivering
payment in full at the Option Price for the number of Shares being purchased by
either: (i) cash, certified check, official bank check or the equivalent thereof
acceptable to the Company; or (ii) shares of the Company's Common Stock with a
fair market value on the date of exercise equal to the Option Price; or (iii) a
combination of (i) and (ii) above; together with written notice to the Secretary
of the Company identifying the option or part thereof being exercised and
specifying the number of Shares for which payment is being tendered. The
Company shall deliver to the Optionee, which delivery shall be not less than
fifteen (15) days and not more than thirty (30) days after the giving of such
notice, without transfer or issue tax to the Optionee (or other person entitled
to exercise the option) at the principal office of the Company, or such other
place as shall be mutually acceptable, a certificate or certificates for such
Shares dated the date the options were validly exercised; provided, however,
that the time of such delivery may be postponed by the Company for such period
as may be required for it with reasonable diligence to comply with any
requirements of law. If an option covers incentive and non-statutory stock
8
<PAGE>
options, separate stock certificates shall be issued; one or more for stock
acquired upon exercise of the incentive stock options and one or more for the
stock acquired upon exercise of the non-statutory stock options.
(e) TERMINATION OF EMPLOYMENT, OR DIRECTOR OR OFFICER STATUS. Upon the
termination of an Optionee's status as an employee, director or officer of the
Company, his or her rights to exercise an option then held shall be only as
follows:
DEATH OR DISABILITY: If an Optionee's employment or status as an
officer or director is terminated by death or disability, such Optionee or such
Optionee's qualified representative (in the event of the Optionee's mental
disability) or the Optionee's estate (in the event of the Optionee's death)
shall have the right for a period of twelve (12) months following the date of
such death or disability to exercise the option to the extent the Optionee was
entitled to exercise such option on the date of the Optionee's death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.
An Optionee's "estate" shall mean the Optionee's legal representative
or any person who acquires the right to exercise an option by reason of the
Optionee's death.
CAUSE: If an employee or officer is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Company, or to have deliberately disregarded the rules of
the Company which resulted in loss, damage or injury to the Company, or if an
Optionee makes any unauthorized disclosure of any of the secrets or confidential
information of
9
<PAGE>
the Company, induces any client or customer of the Company to break any contract
with the Company or induces any principal for whom the Company acts as agent to
terminate such agency relations, or engages in any conduct which constitutes
unfair competition with the Company, or if an Optionee is removed from any
office of the Company by any bank regulatory agency or by judicial process, the
Optionee or the Optionee's estate shall be entitled to exercise any option with
respect to any Shares for a period of thirty (30) days after termination of
employment or status as a director or officer. The Optionee may receive payment
from the Company for vacation pay, for services rendered prior to termination,
for services for the day on which termination occurred, for salary in lieu of
notice, or for other benefits. In making such determination, the Board of
Directors shall act fairly and shall give the Optionee an opportunity to appear
and be heard at a hearing before the full Board of Directors and present
evidence on the Optionee's behalf. For the purpose of this paragraph,
termination of employment or officer status shall be deemed to occur when the
Company dispatches notice or advice to the Optionee that the Optionee's
employment or status as an officer is terminated and not at the time of
Optionee's receipt thereof.
OTHER REASONS: If an Optionee's employment or status as a director or
officer is terminated for any other reason other than those mentioned above
under "Death or Disability" and "Cause", the Optionee may, within three (3)
months and one (1) day following such termination, exercise the option to the
extent such option was exercisable by the Optionee on the date of termination of
the Optionee's employment
10
<PAGE>
or status as a director or officer, provided the date of exercise is in no event
after the expiration of the term of the option.
(f) TRANSFERABILITY OF OPTION. Each option shall be transferable only by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code and shall be exercisable during the
Optionee's lifetime only by the Optionee.
(g) OTHER TERMS AND CONDITIONS. Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Committee shall deem appropriate. No option, however, nor anything
contained in the Plan, shall confer upon any Optionee any right to continue in
the employ or in the status as an officer of the Company, nor limit in any way
the right of the Company to terminate an Optionee's employment or status as an
officer at any time.
Nor shall any option, nor anything contained in the Plan, obligate the
Company or any Affiliate to continue any Optionee's status as a director or to
vote any shares held by the Company's proxy holders in favor of any Optionee at
any shareholders' meeting of the Company at which directors are to be elected.
(h) USE OF PROCEEDS FROM STOCK. Proceeds from the sale of Shares pursuant
to the exercise of options granted under the Plan shall constitute general funds
of the Company.
(i) RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Shares until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which
11
<PAGE>
the record date is prior to the date of such issuance, except as provided in
Section 6 hereof.
(j) EXERCISABILITY OF INCENTIVE STOCK OPTIONS. The aggregate fair market
value (determined at the time the option is granted) of the stock with respect
to which incentive stock options are exercisable for the first time by an
optionee during any calendar year (under all such plans of the Company) shall
not exceed $100,000. Any option not complying with this Section 5(j) shall be a
non-statutory stock option.
(k) TAX WITHHOLDING. The Company may determine that it is required to
withhold taxes relating to the exercise of any option and that such tax
withholding shall be satisfied in a manner satisfactory to the Company before
Shares pursuant to the exercise of an option are delivered to an Optionee. The
Optionee may elect to pay such tax upon the exercise of a stock option by
surrendering a sufficient number of previously issued shares. The value of
Shares surrendered shall be the fair market value of such Shares on the date the
exercise becomes taxable. The election to withhold shares otherwise deliverable
upon exercise of the option, or to surrender previously issued shares, shall be
subject to the approval of the Committee and must be made pursuant to rules
established by the Committee.
6. ADJUSTMENT OF AND CHANGES IN THE SHARES
In the event the shares of Common Stock of the Company, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Company or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification,
12
<PAGE>
split-up, combination of shares or otherwise), or if the number of shares of
Common Stock of the Company shall be increased through the payment of a stock
dividend or increased or decreased through a stock split, the Board of Directors
shall substitute for or add to each share of Common Stock of the Company
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of the Company
shall be so changed, or for which each share shall be exchanged, or to which
each such share shall be entitled, as the case may be. In addition, the
Committee shall make appropriate adjustment in the number and kind of shares as
to which outstanding options, or portions thereof then unexercised, shall be
exercisable so that any Optionee's proportionate interest in the Company by
reason of his rights under unexercised portions of such options shall be
maintained as before the occurrence of such event. Such adjustment in
outstanding options shall be made without change in the total price of the
unexercised portion of the option and with a corresponding adjustment in the
option price per share.
In the event of sale, dissolution or liquidation of the Company or a merger
or consolidation in which the Company is not the surviving or resulting
corporation, the Committee shall have the power to cause the termination of
every option outstanding hereunder, except that the surviving or resulting
corporation may, in its absolute and uncontrolled discretion, tender an option
or options to purchase its shares on its terms and conditions, both as to the
number of shares and otherwise; provided, however, that in all events the
Optionee shall have the right immediately prior to such
13
<PAGE>
sale, dissolution, liquidation, or merger or consolidation in which the Company
is not the surviving or resulting corporation to notification thereof as soon as
practicable and, thereafter, to exercise the Optionee's option to purchase
Shares to the extent of any vested and unexercised portion of the option. This
right of exercise shall be conditioned upon the execution of a final plan of
dissolution or liquidation or a definitive agreement of merger or consolidation.
In the event of an offer by any person or entity to all shareholders of the
Company to purchase any or all shares of Common Stock of the Company (or shares
of stock or other securities which shall be substituted for such shares or to
which such shares shall be adjusted as provided in Section 6 hereof), any
Optionee under this Plan shall have the right upon the commencement of such
offer to exercise the option and purchase shares subject thereto subject to the
vesting provisions of Section 5(b) and (d) hereof.
No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 6. In case of any such adjustment, the shares
subject to the option shall be rounded down to the nearest whole share. Notice
of any adjustment shall be given by the Company to each holder of an option
which was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.
To the extent the foregoing adjustments relate to stock or securities of
the Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive. Any issue
by the Company of
14
<PAGE>
shares of stock of any class, or securities convertible into shares of any
class, shall not affect the number or price of shares of Common Stock subject to
the option, and no adjustment by reason thereof shall be made.
The grant of an option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
7. LISTING OR QUALIFICATION OF SHARES
All options granted under the Plan are subject to the requirement that if
at any time the Board of Directors or the Committee shall determine in its
discretion that the listing or qualification of the Shares subject thereto on
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of
or in connection with the issuance of Shares under the option, the option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any condition not
acceptable to the Board of Directors or the Committee.
8. AMENDMENT AND TERMINATION OF THE PLAN
The Board of Directors shall have complete power and authority to terminate
or amend the Plan; provided, however, that the Board of Directors shall not,
without the approval of the shareholders of the Company, (i) materially increase
the benefits accruing to Participants under the Plan; (ii) increase the number
of securities which
15
<PAGE>
may be issued under the Plan; or (iii) modify the requirements as to eligibility
for participation in the Plan; and provided further that the terms set forth in
Section 5 of the Plan shall not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder. Except as provided in
Section 6, no termination, modification or amendment of the Plan may, without
the consent of an employee, director or officer to whom such option shall
theretofore have been granted, adversely affect the rights of such employee,
director or officer under such option. Unless the Plan shall have been
terminated by action of the Board of Directors prior thereto, it shall terminate
ten (10) years from the earlier of its adoption by the Board of Directors or
approval by the Company's shareholders, unless earlier terminated by the Board
of Directors.
Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, the Plan shall terminate on February 22, 2005 (ten
years from its adoption).
9. BINDING EFFECT OF CONDITIONS
The conditions and stipulations herein contained, or in any option granted
pursuant to the Plan shall be, and constitute, a covenant running with all of
the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee shall not be sold, assigned or transferred by any person save and
except in accordance with the terms and conditions herein provided, and the
optionee shall agree to use best efforts to cause the officers of the Company to
refuse to record on the books of the
16
<PAGE>
Company any assignment or transfer made or attempted to be made except as
provided in the Plan and to cause said officers to refuse to cancel old
certificates or to issue or deliver new certificates therefor where the
purchaser or assignee has acquired certificates or the Shares represented
thereby, except strictly in accordance with the provisions of the Plan.
10. EFFECTIVENESS OF THE PLAN
The Plan shall become effective only upon approval by the Board of
Directors. The grant of any options pursuant to the Plan shall be conditioned
upon the registration of the Shares with the Securities and Exchange Commission
and Qualification of the offer and sale of the Shares pursuant to the Plan with
the Commissioner of Corporations of the State of California, unless in the
opinion of counsel to the Company such registration or qualification is not
necessary.
11. PRIVILEGES OF STOCK OWNERSHIP; SECURITIES LAW COMPLIANCE;
NOTICE OF SALE
No optionee shall be entitled to the privileges of stock ownership as to
any Shares not actually issued and delivered to the optionee. No Shares shall
be purchased upon the exercise of any option unless and until any applicable
requirements of any regulatory agencies having jurisdiction, and of any
exchanges upon which the Common Stock of the Company may be listed, shall have
been satisfied. The Company shall diligently endeavor to comply with all
applicable securities laws before any options are granted under the Plan and
before any Shares
17
<PAGE>
are issued pursuant to the exercise of such options. The optionee shall give
the Company notice of any sale or other disposition of any such Shares not more
than five (5) days after such sale or other disposition.
12. INDEMNIFICATION
The Company shall indemnify its "agents", as defined in Section 317 of the
California Corporations Code, to the full extent permitted by Section 317, as
amended from time to time, or as permitted by any successor statute to Section
317, and by the Company's Articles of Incorporation and Bylaws.
13. INFORMATION TO OPTIONEES
The Company shall provide to each optionee during the period for which he
or she has one or more options outstanding, copies of all annual reports and
other information which are provided to all shareholders of the Company.
Adopted: February 22, 1995.
18
<PAGE>
COAST BANCORP
1995 NON-QUALIFIED
STOCK OPTION AGREEMENT
Date of Grant:
TO:
We are pleased to notify you that Coast Bancorp (the "Company") this
day hereby grants to you an option to purchase all or any part of __________
shares of the Common Stock of the Company (the "Shares") at the Option Price of
_________ per share (the "Option") as a Stock Option under the Company's 1995
Amended and Restated Stock Option Plan (the "Plan").
THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.
THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY.
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers, directors and full-time salaried
employees on behalf of the Company, by granting them financial participation in
the progress and success of the Company.
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2. SIGNATURE ON OPTION AGREEMENT.
This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail
to do so, this option will terminate and be of no effect. However, your signing
and delivering this letter will not bind you to purchase any of the shares
subject to the option. Your obligation to purchase the Shares can arise only
when you exercise this option in the manner set forth in Paragraph 3 below.
3. TERMS OF OPTION AND EXERCISE OF OPTION.
Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this option can be exercised by you at any time during a period of
________________________ (___________) months from the granting date as follows:
(a) After the expiration of ____________________ (_______)
months from the granting date, this option may be exercised to the extent of not
more than ____________________ percent (___________%) of the Shares.
(b) After the expiration of _________________ (__________)
months from the granting date, this option may be exercised to the extent of
________________ percent (________%) of the shares.
(c) After the expiration of __________________ (_________)
months from the granting date, this option my be exercised to the extent of
___________________ percent (________%) of the Shares.
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(d) After the expiration of _________________ (_________) months
from the granting date, this option may be exercised to the extent of
_______________ percent (________%) of the Shares.
(e) After the expiration of _______________ (_________) months
from the granting date, this option may be exercised to the extent of
________________ percent (_________%) of the Shares.
(f) After the expiration of __________________ (______) months
from the granting date, this option may be exercised to the extent of
______________ percent (_______%) of the Shares.
Any portion of the options that you do not exercise shall accumulate
and can be exercised by you any time prior to the expiration of ______________
(____) months from the granting date.
This option may be exercised by delivering to the Secretary of the
Company, payment in full at the Option Price for the number of Shares being
purchased in either: (i) cash or by certified check or official bank check or
the equivalent thereof acceptable to the Company; or (ii) shares of the
Company's Common Stock with a fair market value on the date of exercise equal to
the Option Price; or (iii) a combination of (i) and (ii) above; together with a
written notice in a form satisfactory to the Company, signed by you specifying
the number of Shares you then desire to purchase and the time of delivery
thereof, which shall not be less than fifteen (15) days and not more than thirty
(30) days after the giving of such notice unless an earlier or later date is
mutually agreed upon. At such time, the Company shall, without transfer or
issue tax to you (or such other person entitled to exercise the option), deliver
to you (or such
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other person entitled to exercise the option) at the principal office of the
Company, or such other place as shall be mutually acceptable a certificate or
certificates for such shares dated the date the options were validly exercised;
provided, however, that the time of such delivery may be postponed by the
Company for such period as may be required for it with reasonable diligence to
comply with any requirements of law. No fractional shares shall be issued or
delivered.
As a holder of an option, you shall have the rights of a shareholder
with respect to the Shares subject to this option only after such Shares shall
have been issued to you upon the exercise of this option.
4. TERMINATION OF OFFICER OR DIRECTOR STATUS OR
EMPLOYMENT.
If your status as an employee, director or officer of the Company or
its Affiliates (as such term is defined in the Plan) is terminated for any
reason other than death, disability or cause, this option may be exercised
within three (3) months and one (1) day from the date of such termination to the
extent you were entitled to exercise the option on the date of termination, but
in no event may this option be exercised after the expiration of the term of
this option. If, however, you are removed from your office as an officer or
director or your employment with the Company or its Affiliate is terminated for
cause as defined in the Plan, this option shall expire thirty (30) days after
the time notice or advice of such removal or termination is dispatched by the
Company or its Affiliates, or in the instance of a non-employee director at the
time of any removal
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proceeding by any appropriate bank regulatory agency or by judicial process and
notwithstanding anything else herein to the contrary, neither you nor your
estate shall be entitled to exercise any option with respect to any Shares
whatsoever after thirty (30) days following such removal or termination.
5. DEATH OR DISABILITY.
If you die or become disabled while an officer, director or employee
of the Company or its Affiliates, the option may be exercised in whole or in
part by you or your qualified representative (in the event of your mental
disability) or by the duly authorized executor of your Will or by the duly
authorized administrator or special administrator of your estate (in the event
of your death) within twelve (12) months from the date of your death or
disability to the extent that you had the right to exercise this option on the
date of your death or disability, but in no event after the expiration of the
term of this option.
Disability shall be determined by the Company's Stock Option
Committee.
6. NONTRANSFERABILITY OF OPTION.
This option shall not be transferable except by Will or the laws of
descent and distribution, and this option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this option shall be void
and of no effect, and shall give the Company the right to terminate this option
as of the date of such purported transfer or assignment.
7. ADJUSTMENT OF AND CHANGES IN THE SHARES.
Notwithstanding the preceding provisions of this option agreement,
upon receipt of notice from the Stock Option Committee or the Board of Directors
of the
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pendency of dissolution or liquidation of the Company or a reorganization,
merger, or consolidation of the Company with one or more corporations as a
result of which the Company will not be the surviving corporation, or a sale of
substantially all the assets and property of the Company to another person (a
"Terminating Event"), this option shall be exercisable to the extent of any
vested and unexercised portion of the option. Upon the date thirty (30) days
after receipt of said notice, this option or any portion hereof not exercised
shall terminate, unless provision shall be made in connection with the
Terminating Event for assumption of this option or for substitution for this
option of new options covering stock of a successor employer corporation, or a
parent or subsidiary corporation thereof, solely at the option of such successor
corporation or parent or subsidiary corporation, with appropriate adjustments as
to the number and kind of shares and prices.
8. SUBJECT TO TERMS OF THE PLAN.
This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgment of
receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.
9. GRANT AND EXERCISE OF OPTION: CONDITIONS.
The grant of this option is conditioned upon approval of the Plan by
the shareholders of the Company, registration of the Shares with the Securities
and
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Exchange Commission and qualification of the offer and sale of the Shares to be
issued under the Plan by the Commissioner of Corporations of the State of
California, unless in the opinion of counsel to the Company such registration or
qualification is not necessary.
10. TAX EFFECTS.
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE OR DIRECTOR STOCK OPTIONS ARE
COMPLEX AND SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH
THAT SOME VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE
(OR HIS GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR
BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE
EXERCISE OF AN OPTION.
11. RIGHTS AS A SHAREHOLDER.
You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.
12. NOTIFICATION OF SALES.
You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.
13. INFORMATION TO OPTIONEES.
The Company shall provide to you during the period for which you have
one or more options outstanding copies of all annual reports and other
information which are provided to all shareholders of the Company.
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14. TAX WITHHOLDING.
Where in the opinion of counsel to the Company it would be appropriate
for the Company to withhold taxes relating to the exercise of any option, the
Committee may in its discretion require that such tax obligation be satisfied in
a manner satisfactory to the Company before shares deliverable pursuant to the
exercise of such option are transferred to the optionee. The optionee may make
an election to pay such tax by surrendering a sufficient number of previously
issued Shares. The value of Shares surrendered shall be the fair market value
of such Shares on the date the exercise becomes taxable. The election to
withhold shares otherwise deliverable upon exercise of the option, or to
surrender previously issued Shares, shall be subject to the approval of the
Committee and must be made pursuant to rules established by the Committee.
Coast Bancorp
By:
----------------------------
Its:
--------------------------
Agreed to this day of , 19 .
------ --------------- -----
- -------------------------
Signature of Optionee
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COAST BANCORP
1995 INCENTIVE STOCK OPTION AGREEMENT
Date of Grant:
TO:
We are pleased to notify you that Coast Bancorp (the "Company") this
day hereby grants to you an option to purchase all or any part of
_______________ shares of the Common Stock of the Company (the "Shares") at the
Option Price of _________ per share (the "Option") as a Stock Option under the
Company's Amended and Restated 1995 Stock Option Plan (the "Plan").
THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE
PLAN. ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A
COPY OF THE PLAN IS PROVIDED WITH THIS AGREEMENT.
THIS OPTION MAY BE EXERCISED ONLY IF THE PLAN IS APPROVED BY
SHAREHOLDERS HOLDING A MAJORITY OF THE ISSUED AND OUTSTANDING SHARES OF THE
COMPANY.
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of the
Company by stimulating the efforts of officers and full-time salaried employees
on behalf of the Company, by granting them financial participation in the
progress and success of the Company.
1
<PAGE>
2. SIGNATURE ON OPTION AGREEMENT.
This option cannot be exercised unless you first sign this document in
the place provided and return it to the Secretary of the Company. If you fail
to do so, this Option will terminate and be of no effect. However, your signing
and delivering this letter will not bind you to purchase any of the shares
subject to this Option. Your obligation to purchase the Shares can arise only
when you exercise this Option in the manner set forth in Paragraph 3 below.
3. TERMS OF OPTION AND EXERCISE OF OPTION.
The aggregate fair market value (as determined at the time the option
is granted) of the shares pursuant to this Agreement which are exercisable by
you for the first time during any calendar year shall not exceed $100,000 under
ALL stock option plans of the Company, its affiliates or any predecessor of any
such corporation.
Subject to the provisions of Paragraph 4 below and this Paragraph 3,
this Option can be exercised by you at any time during a period of
_________________ (________) months from the granting date as follows:
(a) After the expiration of ___________________ (_________)
months from the granting date, this Option may be exercised to the extent of
___________________ percent (________%) of the Shares;
(b) After the expiration of _________________ (________) months
from the granting date, this Option may be exercised to the extent of
________________ percent (________%) of the Shares;
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(c) After the expiration of _______________ (_______) months
from the granting date, this Option may be exercised to the extent of
_____________ percent (________%) of the Shares;
(d) After the expiration of _______________ (______) months from
the granting date, this Option may be exercised to the extent of ______________
percent (________%) of the Shares;
(e) after the expiration of ________________ (_________) months
from the granting date, this Option may be exercised to the extent of
______________ percent (________%) of the Shares.
Any portion of the Option that you do not exercise shall accumulate
and can be exercised by you any time prior to the expiration of ____________
(____) months from the date of grant.
This Option may be exercised by delivering to the Secretary of the
Company payment in full at the Option Price for the number of Shares being
purchased in either: (i) cash or by certified check or official bank check or
the equivalent thereof acceptable to the Company; or (ii) shares of the
Company's Common Stock with a fair market value on the date of exercise equal to
the Option Price; or (iii) a combination of (i) and (ii) above; together with a
written notice in a form satisfactory to the Company, signed by you specifying
the number of Shares you then desire to purchase and the time of delivery
thereof, which shall not be less than fifteen (15) days and not more than thirty
(30) days after the giving of such notice unless an earlier or later date is
mutually agreed upon. At such time the Company shall, without transfer or issue
tax deliver to you (or
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such other person entitled to exercise the option) at the principal office of
the Company, or such other place as shall be mutually acceptable, a certificate
or certificates for such Shares dated the date the Options were validly
exercised; provided, however, that the time of such delivery may be postponed by
the Company for such period as may be required for it with reasonable diligence
to comply with any requirements of law. No fractional Shares shall be issued or
delivered.
As a holder of an Option, you shall have the rights of a shareholder
with respect to the Shares subject to this Option only after such Shares shall
have been issued to you upon the exercise of this option.
4. TERMINATION OF OFFICE OR EMPLOYMENT.
If your status as an employee or officer of the Company or its
Affiliates (as such term is defined in the Plan) is terminated for any reason
other than death, disability or cause, this Option may be exercised within three
(3) months and one (1) day from the date of such termination to the extent you
were entitled to exercise the Option on the date of termination, but in no event
may this Option be exercised after the expiration of the term of this Option.
If, however, you are removed from your office or your employment with the
Company or its Affiliates is terminated for cause as defined in the Plan, this
Option shall expire thirty (30) days after the time notice or advice of such
removal or termination is dispatched by the Company or its Affiliates and
notwithstanding anything else herein to the contrary, neither you nor your
estate shall be entitled to exercise any Option with respect to any Shares
whatsoever after thirty (30) days following such removal or termination.
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<PAGE>
5. DEATH OR DISABILITY.
If you die or become disabled while an officer or employee of the
Company or its Affiliates, the Option may be exercised in whole or in part by
you or your qualified representative (in the event of your mental disability) or
by the duly authorized executor of your Will or by the duly authorized
administrator or special administrator of your estate (in the event of your
death) within twelve (12) months from the date of your death or disability to
the extent that you had the right to exercise this Option on the date of your
death or disability, but in no event after the expiration of the term of this
Option.
Disability shall be determined by the Company's Stock Option
Committee.
6. NONTRANSFERABILITY OF OPTION.
This Option shall not be transferable except by Will or the laws of
descent and distribution, and this Option may be exercised during your lifetime
only by you. Any purported transfer or assignment of this Option shall be void
and of no effect, and shall give the Company the right to terminate this Option
as of the date of such purported transfer or assignment.
7. ADJUSTMENT OF AND CHANGES IN THE SHARES.
Notwithstanding the preceding provisions of this Option Agreement,
upon receipt of notice from the Stock Option Committee or the Board of Directors
of the pendency of dissolution or liquidation of the Company or a
reorganization, merger, or consolidation of the Company with one or more
corporations as a result of which the Company will not be the surviving
corporation, or a sale of substantially all the assets and property of the
Company to another person (a "Terminating Event"), this Option shall
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be exercisable to the extent of any vested and unexercised portion of the
option. Upon the date thirty (30) days after receipt of said notice, this
Option or any portion hereof not exercised shall terminate, unless provision
shall be made in connection with the Terminating Event for assumption of this
Option or for substitution for this Option of new options covering stock of a
successor employer corporation, or a parent or subsidiary corporation thereof,
solely at the option of such successor corporation or parent or subsidiary
corporation, with appropriate adjustments as to the number and kind of shares
and prices.
8. SUBJECT TO TERMS OF THE PLAN.
This Agreement shall be subject in all respects to the terms and
conditions of the Plan. Your signature herein represents your acknowledgement
of receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under or as a result of or pursuant to this Agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.
9. GRANT AND EXERCISE OF OPTION: CONDITIONS.
The grant of this option is conditioned upon approval of the Plan by
the shareholders of the Company, registration of the Shares with the Securities
and Exchange Commission and qualification of the offer and sale of the Shares to
be issued under the Plan by the Commissioner of Corporations of the State of
California, unless in the opinion of counsel to the Company such registration or
qualification is not necessary.
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10. TAX EFFECTS.
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND
SUBJECT TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME
VARIATION OF THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS
GUARDIAN, ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR BEFORE
EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF
AN OPTION.
11. RIGHTS AS A SHAREHOLDER.
You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance of a stock certificate to you for such
Shares.
12. NOTIFICATION OF SALES.
You agree that you, or any person acquiring Shares upon exercise of
this Option, will notify the Company not more than five (5) days after any sale
or disposition of such Shares.
13. INFORMATION TO OPTIONEES.
The Company shall provide to you during the period for which you have
one or more options outstanding copies of all annual reports and other
information which are provided to all shareholders of the Company.
14. TAX WITHHOLDING.
Where in the opinion of counsel to the Company it would be appropriate
for the Company to withhold taxes relating to the exercise of any option, the
Committee may in its discretion require that such tax obligation be satisfied in
a manner satisfactory to
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the Company before shares deliverable pursuant to the exercise of such option
are transferred to the optionee. The optionee may make an election to pay such
tax by surrendering a sufficient number of previously issued Shares. The value
of Shares surrendered shall be the fair market value of such Shares on the date
the exercise becomes taxable. The election to withhold shares otherwise
deliverable upon exercise of the option, or to surrender previously issued
Shares, shall be subject to the approval of the Committee and must be made
pursuant to rules established by the Committee.
Coast Bancorp
By:
--------------------------
Its:
-------------------------
Agreed to this day of , 19 .
----- --------------- ----
- --------------------------
Signature of Optionee
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April 22, 1997
Coast Bancorp
740 Front Street, Suite 240
Santa Cruz, California 95060
Dear Sir/Madam:
We are acting as your counsel in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of an aggregate of 400,000
shares of Common Stock, no par value (the "Shares"), of Coast Bancorp, a
California corporation (the "Company"). A registration statement on Form S-8
(the "Registration Statement") has been filed under the Act with respect to the
offering of the Shares and this Opinion is proposed to be filed as an exhibit to
the Registration Statement.
In connection with the offering of the Shares, we have examined the
Registration Statement (including the Prospectus therein) and such other
documents as we have deemed necessary to form the opinions hereinafter
expressed. As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.
Based upon the subject to the foregoing, after having given due regard to
such issues of law as we deemed relevant and assuming that (i) the Registration
Statement becomes and remains effective, and the Prospectus and your delivery
procedures with respect thereto fulfill all of the requirements of the Act
through all periods relevant to this Opinion, and (ii) all issuances of the
Shares shall be in a manner complying with the terms of the Registration
Statement and in compliance with the Blue Sky Laws of any states having
jurisdiction thereof, we are of the opinion that the Shares, when issued, will
be legally issued, fully paid and non-assessable.
Consent is hereby given to the filing of this Opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come
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Coast Bancorp
April 22, 1997
Page #2
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
This Opinion is furnished solely in connection with the Registration
Statement on Form S-8 and is not to be used for any other purpose without our
prior written consent.
Very truly yours,
/s/David J. Block
David J. Block
<PAGE>
Exhibit 23.2
Consent of Independent Public Accountants
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Coast Bancorp on Form S-8 of our report dated January 24, 1997 appearing
in the Annual Report on Form 10-K of Coast Bancorp for the year ended
December 31, 1996.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
April 25, 1997
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