As filed with the Securities and Exchange Commission on October 30, 2000
REGISTRATION STATEMENT NO. 333-
-------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
EVERTRUST FINANCIAL GROUP, INC.
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Washington 91-1613658
-----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2707 Colby Avenue, Suite 600
Everett, Washington 98201
(425) 258-3645
-----------------------------------------------------------------------------
(Address of principal executive offices)
EverTrust Financial Group, Inc. 2000 Stock Option Plan
EverTrust Financial Group, Inc. 2000 Management Recognition Plan
-----------------------------------------------------------------------------
(Full title of the Plan)
Michael B. Hansen John F. Breyer, Jr., Esquire
President and Chief Executive Officer Breyer & Associates PC
EverTrust Financial Group, Inc. 1100 New York Avenue, N.W.
2707 Colby Avenue, Suite 600 Suite 700 East
Everett, Washington 98201 Washington, D.C. 20005
(425) 258-3645 (202) 737-7900
-----------------------------------------------------------------------------
Name, address and telephone number of agent for service
Calculation of Registration Fee
-----------------------------------------------------------------------------
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
-----------------------------------------------------------------------------
Common Stock,
no par value 1,213,144 $12.16(2) $14,751,831 $3,895
-----------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement covers, in addition to the number of shares set
forth above, an indeterminate number of shares which, by reason of
certain events specified in the Plan, may become subject to the Plan.
Of this number, 853,694 shares are being registered for issuance under
the 2000 Stock Option Plan and 359,450 shares are being registered for
issuance under the Management Recognition Plan (the foregoing plans are
referred to collectively herein as the "Plans"); together with an
indeterminate number of shares reserved for issuance pursuant to the
Plans as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock.
(2) Estimated in accordance with Rule 457(h), calculated on the basis of
$12.16 per share, which was the average of the high and low prices of
EverTrust Financial Group, Inc.'s common stock on the Nasdaq National
Market on October 26, 2000.
--------------------
This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section 230.462.
-1-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the EverTrust Financial Group,
Inc. 2000 Stock Option Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that
meets the requirements of Section 10(a) of the Securities Act.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-------
The following documents previously or concurrently filed by EverTrust
Financial Group, Inc. (the "Registrant") with the Commission are hereby
incorporated by reference in this Registration Statement.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 (File No. 0-26993) filed pursuant to the Securities
Exchange Act of 1934, as amended;
(b) the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000 (File No. 0-26993) filed pursuant to the Securities
Exchange Act of 1934, as amended;
(c) all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by audited financial statements contained in the
report referred to in Item 3(a) above; and
(d) the description of the Registrant's common stock, no par value per
share, as set forth in the Registration Statement on Form S-1 (File
No. 333-81125),and all amendments thereto or reports filed for the
purpose of updating such descriptions.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus to the extent that a statement contained herein or therein or in
any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.
The Registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated). Requests should be
directed to the Secretary, EverTrust Financial Group, Inc., 2707 Colby Avenue,
Suite 600, Washington 98201, telephone number (425) 258-3645.
All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.
Item 4. Description of Securities
-------
Not Applicable
Item 5. Interests of Named Experts and Counsel
-------
Not Applicable
-3-
<PAGE>
Item 6. Indemnification of Directors and Officers
-------
Article XIII of the Articles of Incorporation of EverTrust Financial
Group, Inc. requires indemnification of directors, officers and employees to
the fullest extent permitted by Washington law.
Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").
Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation or
its shareholders for monetary damages for acts or omissions as a director,
except in certain circumstances involving intentional misconduct, self-dealing
or illegal corporate loans or distributions, or any transactions from which
the director personally receives a benefit in money, property or services to
which the director is not entitled.
Item 7. Exemption From Registration Claimed
-------
Not Applicable
Item 8. Exhibits
------
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:
Reference to Prior Filing
Regulation S-K or Exhibit Number as
Exhibit Number Description of Exhibits Attached Hereto
--------------- --------------------------------- -------------------------
4.1 Amended and Restated Articles
of Incorporation of
EverTrust Financial Group, Inc. *
4.2 Bylaws of EverTrust Financial
Group, Inc. *
4.3 Form of Certificate of Common
Stock for EverTrust Financial
Group, Inc. *
5 Opinion of Breyer & Associates PC 5
23.1 Consent of Deloitte & Touche LLP 23.1
23.2 Consent of Breyer & Associates PC Contained in Exhibit 5
24 Power of attorney Contained on signature page
99.1 EverTrust Financial Group, Inc.
2000 Stock Option Plan 99.1
99.2 EverTrust Financial Group, Inc.
2000 Management Recognition Plan 99.2
------------------
* Filed as exhibits to the Registrant's Registration Statement on Form S-1
(File No. 333-81125). All such previously filed documents are hereby
incorporated by reference in accordance with Item 601 of Regulation S-K.
-4-
<PAGE>
Item 9. Undertakings
-------
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or 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, and (iii)
to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change
in such information in the Registration Statement, provided, however, that
clauses (i) and (ii) do not apply if the information required to be included
in a post-effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
2. That, for the purposes of determining any liability under the
Securities Act, 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 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.
4. That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
5. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officer and controlling persons
of the registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act and will be governed by
the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, EverTrust
Financial Group, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Everett, and the State of Washington
the 30th day of October 2000.
EVERTRUST FINANCIAL GROUP, INC.
By /s/Michael B. Hansen
-------------------------------------
Michael B. Hansen
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears
below hereby makes, constitutes and appoints Michael B. Hansen his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.
By: /s/Michael B. Hansen
----------------------------- October 30, 2000
Michael B. Hansen
Chairman of the Board, President and Chief
Executive Officer
(Principal Executive Officer)
By: /s/Jeffrey R. Mitchell
----------------------------- October 30, 2000
Jeffrey R. Mitchell
Senior Vice President, Chief
Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
By: /s/Margaret B. Bavasi
------------------------------ October 30, 2000
Margaret B. Bavasi
Director
By: /s/Thomas R. Collins
----------------------------- October 30, 2000
Thomas R. Collins
Director
By: /s/Michael R. Deller
----------------------------- October 30, 2000
Michael R. Deller
Director
<PAGE>
By: /s/Thomas J. Gaffney
----------------------------- October 30, 2000
Thomas J. Gaffney
Director
By: /s/R. Michael Kight
----------------------------- October 30, 2000
R. Michael Kight
Director
By: /s/Robert A. Leach, Jr.
----------------------------- October 30, 2000
Robert A. Leach, Jr.
Director
By: /s/George S. Newland
----------------------------- October 30, 2000
George S. Newland
Director
By: /s/William J. Rucker
----------------------------- October 30, 2000
William J. Rucker
Director
<PAGE>
Exhibit 5
Opinion of Breyer & Associates PC
<PAGE>
[Letterhead of Breyer & Associates PC]
October 30, 2000
Board of Directors
EverTrust Financial Group, Inc.
2707 Colby Avenue, Suite 600
Everett, Washington 98201
Gentlemen and Ladies:
We have acted as special counsel to EverTrust Financial Group, Inc., an
Washington corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, no par value (the "Common Stock")
of the Company which may be issued pursuant to the terms of the EverTrust
Financial Group, Inc. 2000 Stock Option Plan and the EverTrust Financial
Group, Inc. Management Recognition Plan (the "Plans"), all as more fully
described in the Registration Statement. You have requested the opinion of
this firm with respect to certain legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plans will be duly and validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/Breyer & Associates PC
BREYER & ASSOCIATES PC
<PAGE>
Exhibit 23.1
Consent of Deloitte & Touche LLP
<PAGE>
Independent Auditors' Consent
==============================================================================
We consent to the incorporation by reference in this Registration Statement of
EverTrust Financial Group, Inc. on Form S-8 of our report dated May 1, 2000,
appearing in the Annual Report on Form 10-K of EverTrust Financial Group, Inc.
for the year ended March 31, 2000.
/s/DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Seattle, Washington
October 30, 2000
<PAGE>
Exhibit 23.2
Consent of Breyer & Associates PC (see Exhibit 5)
<PAGE>
Exhibit 24
Power of Attorney (see signature page)
<PAGE>
Exhibit 99.1
EverTrust Financial Group, Inc. 2000 Stock Option Plan
<PAGE>
EVERTRUST FINANCIAL GROUP, INC.
2000 STOCK OPTION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, emeritus directors and employees of the
Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of an Incentive Stock Option,
a Non-Qualified Stock Option, a Right, or any combination thereof, as provided
in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Cause" -- means Termination of Service by reason of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties or gross negligence.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means EverTrust Financial Group, Inc., a Washington
corporation, and any successor thereto.
"Incentive Stock Option" -- means an option to purchase Shares granted by
the Committee which is intended to qualify as an incentive stock option under
Section 422(b) of the Code. Unless otherwise set forth in the Award
Agreement, any Option which does not qualify as an Incentive Stock Option for
any reason shall be deemed ab initio to be a Non-Qualified Stock Option.
"Market Value" -- means the average of the high and low quoted sales
price on the date in question (or, if there is no reported sale on such date,
on the last preceding date on which any reported sale occurred) of a Share on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if on such
date the Shares are not quoted on the Composite Tape, on the New York Stock
Exchange, or if the Shares are not listed or admitted to trading on such
Exchange, on the principal United States securities exchange registered under
the Securities Exchange Act of 1934 on which the Shares are listed or admitted
to trading, or, if the Shares are not listed or admitted to trading on any
such exchange, the mean between the closing high bid and low asked quotations
with respect to a Share on such date on the Nasdaq Stock Market, or any
similar system then in use, or, if no such quotations are available, the fair
market value on such date of a Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase Shares
granted by the Committee which does not qualify, for any reason, as an
Incentive Stock Option.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock
Option.
"Participant" -- means any director, emeritus director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
<PAGE>
"Plan" -- means this EverTrust Financial Group, Inc. 2000 Stock Option
Plan.
"Related" -- means (i) in the case of a Right, a Right which is granted
in connection with, and to the extent exercisable, in whole or in part, in
lieu of, an Option or another Right and (ii) in the case of an Option, an
Option with respect to which and to the extent a Right is exercisable, in
whole or in part, in lieu thereof.
"Right" -- means a stock appreciation right with respect to Shares
granted by the Committee pursuant to the Plan.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not
either (i) an employee of the Corporation or any Affiliate for purposes of an
Incentive Stock Option, or (ii) a director, emeritus director or employee of
the Corporation or any Affiliate for purposes of any other Award.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be an
"outside director," as defined under Section 162(m) of the Code and the
Treasury regulations thereunder, and (ii) shall be a "non-employee director,"
as defined under Rule 16(b) of the Securities Exchange Act of 1934 or any
similar or successor provision. The members of the Committee shall be
appointed by the Board. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under
the Plan; (iv) prescribe the form and terms of Award Agreements; (v) establish
from time to time regulations for the administration of the Plan; and (vi)
interpret the Plan and make all determinations deemed necessary or advisable
for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Shares Subject to Plan.
-----------------------
(a) Subject to adjustment by the operation of Section 6, the
maximum number of Shares with respect to which Awards may be made under the
Plan is 853,694 plus (i) the number of Shares repurchased by the Corporation
in the open market or otherwise with an aggregate price no greater than the
cash proceeds received by the Corporation from the exercise of Options granted
under the Plan; plus (ii) any Shares surrendered to the Corporation in payment
of the exercise price of Options granted under the Plan. The Shares with
respect to which Awards may be made under the Plan will be authorized and
unissued Shares. Shares which are subject to Related Rights and Related
Options shall be counted only once in determining whether the maximum number
of Shares with respect to which Awards may be granted under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan
with respect to any Option or Right which terminates, and new Awards may be
granted under the Plan with respect to the number of Shares as to which such
termination has occurred.
(b) During any calendar year, no Participant may be granted Awards
under the Plan with respect to more than 300,000 Shares, subject to adjustment
as provided in Section 6.
5. Awards.
-------
(a) Options. The Committee is hereby authorized to grant Options
to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions
-2-
<PAGE>
of the Plan and the requirements of applicable law as the Committee shall
determine, including the granting of Options in tandem with other Awards under
the Plan:
(i) Exercise Price. The exercise price per Share for an Option
shall be determined by the Committee; provided, however, that such exercise
price shall not be less than 100% of the Market Value of a Share on the date
of grant of such Option.
(ii) Option Term. The term of each Option shall be fixed by the
Committee, but shall be no greater than 10 years in the case of an Incentive
Stock Option or 15 years in the case of a Non-Qualified Stock Option.
(iii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in whole or in
part and the method or methods by which, and the form or forms (including,
without limitation, cash, Shares, other Awards or any combination thereof,
having a fair market value on the exercise date equal to the relevant exercise
price) in which, payment of the exercise price with respect thereto may be
made or deemed to have been made.
(iv) Incentive Stock Options. Incentive Stock Options may be
granted by the Committee only to employees of the Corporation or its
Affiliates.
(v) Termination of Service. Unless otherwise determined by the
Committee and set forth in the Award Agreement evidencing the grant of the
Option, upon Termination of Service of the Participant for any reason other
than for Cause, all Options then currently exercisable shall remain
exercisable for the lesser of (A) two years following such Termination of
Service or (B) until the expiration of the Option by its terms. Upon
Termination of Service for Cause, all Options not previously exercised shall
immediately be forfeited.
(b) Rights. A Right shall, upon its exercise, entitle the
Participant to whom such Right was granted to receive a number of Shares or
cash or combination thereof, as the Committee in its discretion shall
determine, the aggregate value of which (i.e., the sum of the amount of cash
and/or Market Value of such Shares on date of exercise) shall equal (as nearly
as possible, it being understood that the Corporation shall not issue any
fractional Shares) the amount by which the Market Value per Share on the date
of such exercise shall exceed the exercise price of such Right, multiplied by
the number of Shares with respect to which such Right shall have been
exercised. A Right may be Related to an Option or may be granted
independently of any Option as the Committee shall from time to time in each
case determine. In the case of a Related Option, such Related Option shall
cease to be exercisable to the extent of the Shares with respect to which the
Related Right was exercised. Upon the exercise or termination of a Related
Option, any Related Right shall terminate to the extent of the Shares with
respect to which the Related Option was exercised or terminated.
6. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the, Corporation, the maximum
aggregate number and class of shares and exercise price of the Award, if any,
as to which Awards may be granted under the Plan and the number and class of
shares and exercise price of the Award, if any, with respect to which Awards
have been granted under the Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Except as otherwise
provided herein, any Award which is adjusted as a result of this Section 6
shall be subject to the same terms and conditions as the original Award.
7. Effect of Merger on Options or Rights. In the case of any merger,
consolidation or combination of the Corporation (other than a merger,
consolidation or combination in which the Corporation is the continuing
corporation and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property,
or any combination thereof), any Participant to whom an Option or Right has
been granted shall have the additional right (subject to the provisions of the
Plan and any limitation applicable to such Option or Right), thereafter and
during the term of each such Option or Right, to receive upon exercise of any
such
-3-
<PAGE>
Option or Right an amount equal to the excess of the fair market value on the
date of such exercise of the securities, cash or other property, or
combination thereof, receivable upon such merger, consolidation or combination
in respect of a Share over the exercise price of such Right or Option,
multiplied by the number of Shares with respect to which such Option or Right
shall have been exercised. Such amount may be payable fully in cash, fully in
one or more of the kind or kinds of property payable in such merger,
consolidation or combination, or partly in cash and partly in one or more of
such kind or kinds of property, all in the discretion of the Committee.
8. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 8 shall be deemed a
"change in control": (i) any third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or
more of the total number of votes for the election of the Board may be cast,
(ii) as a result of, or in connection with, any cash tender offer, merger or
other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board, or (iii) the
stockholders of the Corporation shall approve an agreement providing either
for a transaction in which the Corporation will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Corporation. If a tender offer or
exchange offer for Shares (other than such an offer by the Corporation) is
commenced, or if a change in control shall occur, unless the Committee shall
have otherwise provided in the Award Agreement, all Options and Rights granted
and not fully exercisable shall become exercisable in full upon the happening
of such event and shall remain so exercisable for a period of 60 days
following such date, after which each such Option and Right shall revert to
being exercisable in accordance with the other provisions of such Option or
Right; provided, however, that no Option or Right which has previously been
exercised or otherwise terminated shall become exercisable.
9. Assignments and Transfers. No Incentive Stock Option granted under
the Plan shall be transferable other than by will or the laws of descent and
distribution. Any other Award shall be transferable by will, the laws of
descent and distribution, a "domestic relations order," as defined in Section
414(p)(1)(B) of the Code, or a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such
immediate family members. During the lifetime of an Award recipient, an Award
shall be exercisable only by the Award recipient unless it has been
transferred as permitted hereby, in which case it shall be exercisable only by
such transferee. For the purpose of this Section 9, a Participant's
"immediate family" shall mean the Participant's spouse, children and
grandchildren.
10. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again
as a Participant, and no employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any right to
be retained in the employ of the Corporation or any Affiliate.
11. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state
or local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or
other action eliminating the necessity of such representation under such
Securities Act or other securities legislation. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be
listed and (ii) the completion of such registration or other qualification of
such Shares under any state or federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
12. Withholding Tax. The Corporation shall have the right to deduct
from all amounts paid in cash with respect to the exercise of a Right under
the Plan any taxes required by law to be withheld with respect to such cash
payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or
-4-
<PAGE>
Right pursuant to the Plan, the Corporation shall have the right to require
the Participant or such other person to pay the Corporation the amount of any
taxes which the Corporation is required to withhold with respect to such
Shares, or, in lieu thereof, to retain, or sell without notice, a number of
such Shares sufficient to cover the amount required to be withheld. All
withholding decisions pursuant to this Section 12 shall be at the sole
discretion of the Committee or the Corporation.
13. Amendment or Termination.
-------------------------
(a) The Board may amend, alter, suspend, discontinue, or
terminate the Plan without the consent of shareholders or Participants, except
that any such action will be subject to the approval of the Corporation's
shareholders if, when and to the extent such shareholder approval is necessary
or required for purposes of any applicable federal or state law or regulation
or the rules of any stock exchange or automated quotation system on which the
Shares may then be listed or quoted, or if the Board, in its discretion,
determines to seek such shareholder approval.
(b) The Committee may waive any conditions of or rights of the
Corporation or modify or amend the terms of any outstanding Award. The
Committee may not, however, amend, alter, suspend, discontinue or terminate
any outstanding Award without the consent of the Participant or holder
thereof, except as otherwise provided herein.
14. Effective Date and Term of Plan. The Plan shall become effective
upon the later of its adoption by the Board or its approval by the
shareholders of the Corporation. It shall continue in effect for a term of
ten years thereafter unless sooner terminated under Section 13 hereof.
* * * * *
-5-
<PAGE>
Exhibit 99.2
EverTrust Financial Group, Inc. 2000 Management Recognition Plan
<PAGE>
EVERTRUST FINANCIAL GROUP, INC.
2000 MANAGEMENT RECOGNITION PLAN
1. Plan Purpose. The purpose of the Plan is to promote the long-term
interests of the Corporation and its stockholders by providing a means for
attracting and retaining directors, emeritus directors and employees of the
Corporation and its Affiliates.
2. Definitions. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation"
of the Corporation, as such terms are defined in Section 424(e) and (f),
respectively, of the Code.
"Award" -- means the grant by the Committee of Restricted Stock, as
provided in the Plan.
"Award Agreement" -- means the agreement evidencing the grant of an Award
made under the Plan.
"Board" -- means the board of directors of the Corporation.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Corporation" -- means EverTrust Financial Group, Inc., a Washington
corporation, and any successor thereto.
"Participant" -- means any director, emeritus director or employee of the
Corporation or any Affiliate who is selected by the Committee to receive an
Award.
"Plan" -- means this EverTrust Financial Group, Inc. 2000 Management
Recognition Plan.
"Restricted Period" -- means the period of time selected by the Committee
for the purpose of determining when restrictions are in effect under Section 5
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" -- means Shares awarded to a Participant by the
Committee pursuant to Section 5 hereof.
"Shares" -- means the shares of common stock of the Corporation.
"Termination of Service" -- means cessation of service, for any reason,
whether voluntary or involuntary, so that the affected individual is not a
director, emeritus director or employee of the Corporation or any Affiliate.
Service shall not be considered to have ceased in the case of sick leave,
military leave or any other leave of absence approved by the Corporation or
any Affiliate or in the case of transfers between payroll locations of the
Corporation or between the Corporation, its subsidiaries or its successor.
3. Administration. The Plan shall be administered by a Committee
consisting of two or more members of the Board, each of whom (i) shall be an
"outside director," as defined under Section 162(m) of the Code and the
Treasury regulations thereunder, and (ii) shall be a "non-employee director,"
as defined under Rule 16(b) of the Securities Exchange Act of 1934 or any
similar or successor provision. The members of the Committee shall be
appointed by the Board. Except as limited by the express provisions of the
Plan or by resolutions adopted by the Board, the Committee shall have sole and
complete authority and discretion to (i) select Participants and grant Awards;
(ii) determine the number of Shares to be subject to types of Awards
generally, as well as to individual Awards granted under the Plan; (iii)
determine the terms and conditions upon which Awards shall be granted under
the Plan;
<PAGE>
(iv) prescribe the form and terms of Award Agreements; (v) establish from time
to time regulations for the administration of the Plan; and (vi) interpret the
Plan and make all determinations deemed necessary or advisable for the
administration of the Plan.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present,
or acts approved in writing by a majority of the Committee without a meeting,
shall be acts of the Committee.
4. Shares Subject to Plan. Subject to adjustment by the operation of
Section 6, the maximum number of Shares with respect to which Awards may be
made under the Plan is 359,450 Shares. The Shares with respect to which
Awards may be made under the Plan may be either authorized and unissued Shares
or acquired on the open market, if available, with funds contributed by the
Corporation or its primary subsidiary, Everett Mutual Bank, to a trust which
the Corporation may establish in conjunction with the Plan. An Award shall
not be considered to have been made under the Plan with respect to Restricted
Stock which is forfeited, and new Awards may be granted under the Plan with
respect to the number of Shares as to which such forfeiture has occurred.
5. Terms and Conditions of Restricted Stock. The Committee is hereby
authorized to grant Awards of Restricted Stock to Participants with the
following terms and conditions and with such additional terms and conditions
as the Committee shall determine:
(a) At the time of an Award of Restricted Stock, the Committee
shall establish for each Participant a Restricted Period, during
which or at the expiration of which, as the Committee shall
determine and provide in the Award Agreement, the Shares awarded as
Restricted Stock shall no longer be subject to restriction. Subject
to any such other terms and conditions as the Committee shall
provide, Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered by the Participant,
except as hereinafter provided, during the Restricted Period. Except
for such restrictions, and subject to paragraph (c) of this Section
5 and Section 6 hereof, the Participant as owner of such shares
shall have all the rights of a stockholder, including the right to
vote the Restricted Stock and the right to receive dividends with
respect to the Restricted Stock.
The Committee shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall
lapse with respect thereto, or to remove any or all of such
restrictions, whenever it may determine that such action is
appropriate by reason of changes in applicable tax or other laws or
other changes in circumstances occurring after the commencement of
such Restricted Period.
(b) If a Participant incurs a Termination of Service for any
reason (other than death, disability, or normal retirement after
attainment of age 65), all Shares of Restricted Stock awarded to
such Participant and which at the time of such Termination of
Service are subject to the restrictions imposed pursuant to
paragraph (a) of this Section 5 shall upon such Termination of
Service be forfeited and returned to the Corporation. If a
Participant incurs a Termination of Service by reason of death,
disability or normal retirement after attainment of age 65, the
Restricted Period with respect to the Participant's Restricted Stock
then still subject to restrictions shall thereupon lapse.
(c) Each certificate in respect of Shares of Restricted Stock
awarded under the Plan shall be registered in the name of the
Participant and deposited by the Participant, together with a stock
power endorsed in blank, with the Corporation and shall bear the
following (or a similar) legend:
The transferability of this certificate and the Shares of
stock represented hereby are subject to the terms and conditions
(including forfeiture) contained in the EverTrust Financial
Group, Inc. 2000 Management Recognition Plan. Copies of such
Plan are on file in the office of the Secretary of EverTrust
Financial Group, Inc, P.O. Box 569, Everett, Washington
98206-0569.
-2-
<PAGE>
(d) At the time of any Award, the Participant shall enter into an
Award Agreement with the Corporation in a form specified by the
Committee, agreeing to the terms and conditions of the Award
and such other matters as the Committee, in its sole discretion,
shall determine.
(e) Upon the lapse of the Restricted Period, the Corporation
shall redeliver to the Participant (or where the relevant provision
of paragraph (b) of this Section 5 applies in the case of a deceased
Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power deposited with it pursuant to
paragraph (c) of this Section 5, and the Shares represented by such
certificate(s) shall be free of the restrictions imposed pursuant to
paragraph (a) of this Section 5.
6. Adjustments Upon Changes in Capitalization. In the event of any
change in the outstanding Shares subsequent to the effective date of the Plan
by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any
change in the corporate structure or Shares of the Corporation, the maximum
aggregate number and class of Shares as to which Awards may be granted under
the Plan and the number and class of Shares with respect to which Awards have
been granted under the Plan shall be appropriately adjusted by the Committee,
whose determination shall be conclusive. Any Award which is adjusted as a
result of this Section 6 shall be subject to the same restrictions as the
original Award, and the certificate[s] or other instruments representing or
evidencing such Restricted Stock shall be legended and deposited with the
Corporation in the manner provided in Section 5(c) hereof.
7. Effect of Change in Control. Each of the events specified in the
following clauses (i) through (iii) of this Section 7 shall be deemed a
"change in control": (i) any third person, including a "group" as defined in
Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Corporation with respect to which 25% or
more of the total number of votes for the election of the Board may be cast,
(ii) as a result of, or in connection with, any cash tender offer, merger or
other business combination, sale of assets or contested election, or
combination of the foregoing, the persons who were directors of the
Corporation shall cease to constitute a majority of the Board, or (iii) the
stockholders of the Corporation shall approve an agreement providing either
for a transaction in which the Corporation will cease to be an independent
publicly-owned corporation or for a sale or other disposition of all or
substantially all the assets of the Corporation. If a tender offer or
exchange offer for Shares (other than such an offer by the Corporation) is
commenced, or if a change in control shall occur, unless the Committee shall
have otherwise provided in the Award Agreement, at the election of a
Participant that is made within 60 days following such date, the Restricted
Period with respect to Restricted Stock theretofore awarded to such
Participant shall lapse and all Shares awarded hereunder as Restricted Stock
shall become fully vested in the Participant to whom such Shares were awarded.
If the Participant does not make such election within 60 days following such
tender offer, exchange offer, or change in control, such Shares shall continue
to be vested in accordance with the other provisions of such Award; provided,
however, that no Award which has previously been forfeited shall become
vested.
8. Assignments and Transfers. During the Restricted Period, no Award
nor any right or interest of a Participant in any instrument evidencing an
Award may be assigned, encumbered or transferred other than by will, the laws
of descent and distribution or pursuant to a "domestic relations order," as
defined in Section 414(p)(1)(B) of the Code.
9. Employee Rights Under the Plan. No person shall have a right to be
selected as a Participant nor, having been so selected, to be selected again
as a Participant, and no employee or other person shall have any claim or
right to be granted an Award under the Plan or under any other incentive or
similar plan of the Corporation or any Affiliate. Neither the Plan nor any
action taken thereunder shall be construed as giving any employee any right to
be retained in the employ of the Corporation or any Affiliate.
10. Delivery and Registration of Stock. The Corporation's obligation to
deliver Shares with respect to an Award shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the Participant to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 or any other federal, state
or
-3-
<PAGE>
local securities legislation. It may be provided that any representation
requirement shall become inoperative upon a registration of the Shares or
other action eliminating the necessity of such representation under such
Securities Act or other securities legislation. The Corporation shall not be
required to deliver any Shares under the Plan prior to (i) the admission of
such Shares to listing on any stock exchange on which Shares may then be
listed and (ii) the completion of such registration or other qualification of
such Shares under any state or federal law, rule or regulation, as the
Committee shall determine to be necessary or advisable.
11. Withholding Tax. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if
any, that an election is made by the Participant under Section 83(b) of the
Code, or any successor provision thereto, to include the value of such Shares
in taxable income), the Corporation shall have the right to require the
Participant or other person receiving such Shares to pay the Corporation the
amount of any taxes which the Corporation is required to withhold with respect
to such Shares, or, in lieu thereof, to retain or sell without notice, a
sufficient number of Shares held by it to cover the amount required to be
withheld. The Corporation shall have the right to deduct from all dividends
paid with respect to Shares of Restricted Stock the amount of any taxes which
the Corporation is required to withhold with respect to such dividend
payments.
12. Amendment or Termination.
-------------------------
(a) The Board may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Corporation's shareholders
if, when and to the extent such shareholder approval is necessary or required
for purposes of any applicable federal or state law or regulation or the rules
of any stock exchange or automated quotation system on which the Shares may
then be listed or quoted, or if the Board, in its discretion, determines to
seek such shareholder approval.
(b) The Committee may waive any conditions of or rights of the
Corporation or modify or amend the terms of any outstanding Award. The
Committee may not, however, amend, alter, suspend, discontinue or terminate
any outstanding Award without the consent of the Participant or holder
thereof, except as otherwise provided herein.
13. Effective Date and Term of Plan. The Plan shall become effective
upon the later of its adoption by the Board or its approval by the
shareholders of the Corporation. It shall continue in effect for a term of
ten years thereafter unless sooner terminated under Section 12 hereof.
* * * * *
-4-
<PAGE>
