As filed with the Securities Registration No. 333-
and Exchange Commission on May 28, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIONS BANCORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Utah 87-0227400
- ------------------------ --------------------------
(State of Incorporation) (I.R.S. Employer I.D. No.)
One South Main, Suite 1380
Salt Lake City, Utah 84111
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Zions Bancorporation Key Employee Incentive Stock Option Plan
-------------------------------------------------------------
(Full title of plan)
Harris H. Simmons
President and Chief Executive Officer
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
(Name and address of agent for service)
(801) 524-4787
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
===================================================================================================================================
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per unit price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
No Par Value 3,399,926 $31.22(2) $106,145,690 $29,508.50
</TABLE>
(1) The Plan provides for an annual increase in the number of shares of the
Company's common stock reserved and available for issuance under the
Plan each year not to exceed 1% of the issued and outstanding shares of
of the Company's common stock as of the first day of each calendar year
for which the Plan is in effect. Pursuant to Rule 416, this
Registration Statement shall also cover any additional shares of Zions
Bancorporation common stock that become issuable under the Key Employee
Incentive Stock Option Plan by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without
the receipt of consideration that increase the number of Zions
Bancorporation's outstanding shares of common stock.
(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933 and computed
pursuant to Rule 457(h)(1) under the Securities Act based on the
average of the price at which the options my be exercised.
The Exhibit Index appears after the signature page of this Registration
Statement.
<PAGE>
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item 1. Plan Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to the plan participants as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission and the instructions to Form S-8, Zions Bancorporation
is not filing such documents with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 2 to the plan participants as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission and the instructions to Form S-8, Zions Bancorporation
is not filing such documents with the Securities and Exchange Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed by Zions Bancorporation with
the Securities and Exchange Commission are incorporated by reference in this
registration statement:
o Zions Bancorporation's Annual Report on Form 10-K for the year
ended December 31, 1998, filed pursuant to the Securities
Exchange Act of 1934;
o Zions Bancorporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1999, filed pursuant to the Securities
Exchange Act of 1934;
o The description of Zions Bancorporation common stock which is
contained in Zions Bancorporation's registration statement on
Form 10, and any amendment or report filed to update such
description; and
o The description of the Zions Bancorporation Rights Plan
contained in Zions Bancorporation's registration statement on
Form 8-A dated October 10, 1996, and any amendment or report
filed to update such description.
All documents subsequently filed with the Securities and Exchange
Commission by Zions Bancorporation pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference
2
<PAGE>
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Restated Articles of Incorporation of Zions Bancorporation, as
amended, provide that no director of Zions Bancorporation will be personally
liable to Zions Bancorporation or its shareholders for money damages for any
breach of fiduciary duty by such director while acting as a director, except for
liability:
(1) for any breach of the director's duty of loyalty to Zions
Bancorporation or its shareholders;
(2) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; or
(3) for any transaction from which the director obtained an
improper personal benefit.
Part 9 of the Utah Revised Business Corporation Act contains provisions
entitling directors and officers of Zions Bancorporation to indemnification
under certain conditions from judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of Zions Bancorporation. Indemnification under Utah
corporate law is generally permissible if the conduct of the director or officer
was in good faith and the director or officer reasonably believed that his
conduct was in, or not opposed to, Zions Bancorporation's best interests. In a
criminal case, indemnification is generally permissible if a director or officer
had no reasonable cause to believe his conduct was unlawful. Indemnification
under Utah law will not be permitted in connection with a proceeding by or in
the right of Zions Bancorporation in which the director or officer was adjudged
liable to Zions Bancorporation, or in connection with any other proceeding in
which the officer or director was adjudged liable on the basis that he obtained
an improper personal benefit.
Mandatory indemnification is required under Utah law for a director or
officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he was a
party because he is or was an officer or director of Zions Bancorporation. A
court may order indemnification where mandatory under Utah law or if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances and regardless of whether
the officer or director met the applicable standard of conduct or was adjudged
liable to Zions Bancorporation or adjudged liable on the basis that he derived
an improper personal benefit.
Payment of expenses for officers and directors is permitted in advance
of a final disposition of a proceeding on certain conditions, including the
following:
o Furnishing of written affirmation by the officer or
director of his good faith belief that he has met the applicable
standard of conduct,
3
<PAGE>
o Furnishing of a written agreement to repay the advance if
the officer or director is ultimately determined not to have met the
applicable standard of conduct, and
o A determination is made that the facts then known to the
persons making the determination would not preclude indemnification
under Utah law. This determination is to be made either by the Board of
Directors, a committee of the Board of Directors, special counsel, or
the shareholders, under conditions and procedures generally designed to
assure the independence of the body making the determination.
Zions Bancorporation maintains officers' and directors' indemnity
insurance against expenses of defending claims or payment of amounts arising out
of good-faith conduct believed by the officer or director to be in or not
opposed to the best interests of Zions Bancorporation.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Zions
Bancorporation pursuant to the foregoing arrangements, Zions Bancorporation has
been informed 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.
Item 7. Exemption from Registration Claimed
Does not apply.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1 Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2 Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145,
filed November 22, 1993.
4.3 Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4
<PAGE>
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.5 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1998, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, File No.
0-02610.
4.6 Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7 Zions Bancorporation Key Employee Incentive
Stock Option Plan.
4.8 Amendment No. 1 to Zions Bancorporation Key
Employee Incentive Stock Option Plan
4.9 Amendment No. 2 to Zions Bancorporation Key
Employee Incentive Stock Option Plan
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough
that is included in Exhibit 5.1.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
Item 9. Undertakings
Zions Bancorporation hereby undertakes:
(1) (a) 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; 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 to such
information in the registration statement.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Securities
and Exchange Commission by Zions Bancorporation pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act
that are incorporated by reference in the registration
statement.
5
<PAGE>
(b) That, for the purpose 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 to be the initial bona
fide offering thereof.
(c) 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.
(2) Zions Bancorporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Zions Bancorporation's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act, 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Zions Bancorporation pursuant to the foregoing provisions, or
otherwise, Zions Bancorporation 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 Zions Bancorporation of expenses incurred or
paid by a director, officer or controlling person of Zions
Bancorporation 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, Zions
Bancorporation will, unless in the opinion of its counsel the matter
has been settled by the 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.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Zions
Bancorporation, the registrant, 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 Salt Lake, State of Utah,
on the 28th day of May 1999.
ZIONS BANCORPORATION
By: /S/ Harris H. Simmons
----------------------------
Harris H. Simmons, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Dale M. Gibbons, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full powers of substitution
and resubstitution for him in his name, place, and stead, in any and all
capacities to sign any and all pre-effective amendments to this Registration
Statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 28th day of May 1999.
/S/ Harris H. Simmons President, Chief Executive May 28, 1999
- ------------------------- Officer and Director
Harris H. Simmons
/S/ Dale M. Gibbons Executive Vice President May 28, 1999
- ------------------------- and Chief Financial Officer
Dale M. Gibbons
/S/ Nolan X. Bellon Senior Vice President May 28, 1999
- ------------------------- and Controller
Nolan X. Bellon
/S/ Roy W. Simmons Chairman and Director May 28, 1999
- -------------------------
Roy W. Simmons
/S/ Jerry C. Atkin Director May 28, 1999
- -------------------------
Jerry C. Atkin
/S/ R.D. Cash Director May 28, 1999
- -------------------------
R.D. Cash
/S/ L.E. Simmons Director May 28, 1999
- -------------------------
L.E. Simmons
7
<PAGE>
/S/ Grant R. Caldwell Director May 28, 1999
- -------------------------
Grant R. Caldwell
/S/ I.J. Wagner Director May 28, 1999
- -------------------------
I.J. Wagner
/S/ Roger B. Porter Director May 28, 1999
- ---------------------------
Roger B. Porter
/S/ Richard H. Madsen Director May 28, 1999
- ---------------------------
Richard H. Madsen
/S/ Robert G. Sarver Director May 28, 1999
- ---------------------------
Robert G. Sarver
/S/ Shelly Thomas Director May 28, 1999
- -------------------------
Shelly Thomas
8
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1 Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33- 51145, filed on
November 22, 1993.
4.2 Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4
Registration Statement, File No. 33-51145,
filed November 22, 1993.
4.3 Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1998, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998, File No.
0-02610.
4.6 Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8-K, filed
October 12, 1996.
4.7 Zions Bancorporation Key Employee Incentive
Stock Option Plan filed herewith.
4.8 Amendment No. 1 to Zions Bancorporation Key
Employee Incentive Stock Option Plan filed
herewith.
4.9 Amendment No. 2 to Zions Bancorporation Key
Employee Incentive Stock Option Plan filed
herewith.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality filed herewith.
23.1 Consent of KPMG LLP, Independent Auditors
filed herewith.
23.2 Consent of Callister Nebeker & McCullough
that is included in Exhibit 5.1.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
9
EXHIBIT 4.7
ZIONS UTAH BANCORPORATION
KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
ARTICLE I
---------
Purpose and Scope of the Plan
-----------------------------
1.1 Purpose
-------
The purpose of the Plan is to promote the long-term success of Zions
Utah Bancorporation by providing financial incentives to key employees
who are in positions to make significant contributions toward such
success. The Plan is designed to attract individuals of outstanding
ability to employment with Zions Utah Bancorporation and to encourage
key employees to acquire a proprietary interest in Zions Utah
Bancorporation, to continue employment with Zions Utah Bancorporation,
and to render superior performance during such employment.
1.2 Definitions
-----------
Unless the context clearly indicates otherwise, the following terms
have the meanings set forth below.
"Board of Directors" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1954, as amended.
"Committee" means the Executive Compensation Committee of the Board of
Directors, which committee shall be composed of at least three
directors who have not been eligible to receive an award under the Plan
at any time within a period of one year immediately preceding the date
of their appointment to such committee.
"Common Stock" means the common stock of the Company, without par
value, or such other class of shares or other securities as to which
the provisions of the Plan may be applicable.
"Company" means Zions Utah Bancorporation.
"Fair Market Value" of a share of Common Stock on any particular date
is the mean between the closing dealer "bid" and "ask" prices of a
share of Common Stock as quoted by NASDAQ. If no "bid" and "ask" prices
are quoted for the date of grant, the Fair Market Value of a share of
Common Stock on such date shall be determined with reference to such
prices of a share of Common Stock on the first preceding date on which
such prices were quoted. If Common Stock is listed on an established
stock exchange or exchanges, the Fair Market Value shall be deemed to
be the highest closing price of Common Stock on such stock exchange or
exchanges on the day the option is granted or, if no sale of Common
Stock has been made on any stock exchange on that day, the Fair Market
Value shall be determined by reference to such price for the next
preceding day on which a sale occurred. In the event that Common Stock
is not traded on an established
10
<PAGE>
stock exchange, and no closing dealer "bid" and "ask" prices are
available, then the purchase price shall be 100 percent of the Fair
Market Value of one share of Common Stock on the day the option is
granted, as determined on the Committee in good faith.
"Grant Date," as used with respect to a particular Option, means the
date as of which such option is granted by the Committee pursuant to
the Plan.
"Grantee" means the individual to whom an Option is granted by the
Committee pursuant to the Plan.
"Incentive Stock Option" means an option, granted by the Committee
pursuant to Article II, to purchase shares of Common Stock in a manner
which qualifies as an Incentive Stock Option as described in Section
422A of the Code of 1954, as amended.
"Option Period" means the period beginning on the Grant Date and ending
the day specified in the agreement for each option but in no event
longer than the tenth anniversary of the Grant Date.
"Plan" means the Zions Utah Bancorporation Key Employee Incentive Stock
Option Plan as set forth herein and as may be amended from time to
time.
"Retirement," as applied to a Grantee, means the Grantee's termination
of employment with Zions Utah Bancorporation at a time when the Grantee
receives an immediately payable retirement benefit under the Zions Utah
Bancorporation Retirement Plan or under any other retirement plan that
is maintained by a subsidiary of Zions Utah Bancorporation and that is
determined by the Committee to be the functional equivalent of the
Company's Retirement Plan.
"Zions" means the Company, any stock corporation of which a majority of
the voting common or capital stock is owned directly or indirectly by
the Company, and any other company designated as such by the Committee,
but only during the period of such ownership or designation.
"Total and Permanent Disability," as applied to a Grantee, means that
the Grantee; (i) has established to the satisfaction of the Company
that the Grantee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or which has lasted
or can be expected to last for a continuous period of not less than 12
months (all within the meaning of Section 105[d][4] of the Code); and
(ii) has satisfied any requirement imposed by the Committee.
1.3 Aggregate Limitation
--------------------
(a) The aggregate number of shares of Common stock with respect to
which Incentive Stock Options may be granted shall not exceed
256,000 shares of Common Stock, subject to adjustment in
accordance with Section 3.1.
(b) Any shares of Common Stock to be delivered by the Company upon
the exercise of Incentive Stock Options shall be issued from
the Company's authorized but unissued shares of Common Stock
or from Treasury Stock acquired by the Company at the
discretion of the Board of Directors.
11
<PAGE>
(c) In the event that any Incentive Stock Option lapses or
otherwise terminates prior to being fully exercised, any share
of Common Stock allocable to the unexercised portion of such
option may again be made subject to an Incentive Stock Option.
1.4 Administration of the Plan
--------------------------
(a) The Plan shall be administered by the Committee which shall have
the authority:
(i) to determine key employees of Zions and its
subsidiaries to whom, and the times as
which, Incentive Stock Options shall be
granted and the number of shares of Common
Stock to be subject to each such option
taking into account the nature of the
services rendered by the particular
employee, the employee's potential
contribution to the long-term success of the
Corporation and/or any of its subsidiaries
and such other factors as the Committee in
its discretion shall deem relevant;
(ii) to interpret the Plan and to establish rules
and regulations relating to it;
(iii) to prescribe the terms and provisions of the
agreements for the grant of Incentive Stock
Options; and
(iv) to make all other determinations necessary
or advisable in order to administer the
Plan.
(b) All decisions of the Committee upon questions concerning the
Plan or any Incentive Stock Option shall be conclusive.
1.5 Eligibility for Awards
----------------------
The Committee shall designated from time to time the key employees of
Zions and its subsidiaries who are to be granted Incentive Stock
Options. In no event may a member of the Committee or any nonemployee
Director be granted an Incentive Stock Option.
1.6 Effective Date and Duration of Plan
-----------------------------------
The Plan shall become effective as of December 28, 1981, upon its
adoption by the Board of Directors; provided, that any grant of
Incentive Stock Options is subject to the approval of the Plan by the
shareholders of the Company within twelve months of adoption by the
Board of Directors. Unless previously terminated by the Board of
Directors, the Plan shall terminate on the tenth anniversary of the
effective date.
ARTICLE II
----------
STOCK OPTIONS
-------------
2.1 Grant of Incentive Stock Options
--------------------------------
The Committee may from time to time, subject to the provisions of the
Plan, grant Incentive Stock Options to key employees to purchase shares
of Common Stock allotted in accordance with Section 1.3.
12
<PAGE>
2.2 Option Requirements
-------------------
(a) All Incentive Stock Options are intended to qualify as an
"incentive stock options" within the meaning of Subsection (b)
of Section 422A of the Code.
(b) An Incentive Stock Option shall be evidenced by a written
instrument specifying the number of shares of Common Stock
that may be purchased by its exercise, the Option Period and
any other such terms and conditions consistent with the Plan
as the Committee shall determine.
(c) An Incentive Stock Option shall not be granted on or after the
tenth anniversary of the date upon which the Plan was adopted
by the Board of Directors.
(d) An Incentive Stock Option shall not be granted to an
individual who, on the date of grant, owns stock possessing
more than ten percent of the total combined voting power of
all classes of stock of Zions or any subsidiary corporation.
(e) An Incentive Stock Option shall not be exercisable after the
expiration of the Option Period.
(f) An Incentive Stock Option shall not be exercisable while there
is outstanding (within meaning of Section 422A[c][7] of the
Code) any other "incentive stock option," within the meaning
of Subsection (b) of Section 422A of the Code, which was
granted before the granting of the Incentive Stock Option to
the Grantee to purchase stock in Zions Utah Bancorporation or
in a corporation which, on the Grant Date, is a parent or
subsidiary corporation of Zions Utah Bancorporation or is a
predecessor corporation of any of such corporations.
(g) The Committee may provide, in the instrument evidencing an
Incentive Stock Option, for the lapse of the Incentive Stock
Option, prior to the expiration of the Option Period, upon the
occurrence of any event specified by the Committee.
(h) The option price per share of Common Stock shall be equal to
the Fair Market Value of a share of Common Stock on the Grant
Date.
(i) The aggregate Fair Market Value, determined on the
Grant Date, of the shares of Common Stock with
respect to which any Grantee may be granted one or
more Incentive Stock Options under the Plan (within
the meaning of Subsection [b] of Section 422A of the
Code) in any calendar year shall not exceed
$100,000.00 plus any "unused limit carryover" to such
year, determined in accordance with Section
422A(c)(4) of the Code.
(j) An Incentive Stock Option shall not be transferable other
than by will or the laws of descent and distribution and,
during the Grantee's lifetime, shall be exercisable only by
the Grantee; except, that the Committee may permit:
(i) exercise, during Grantee's lifetime, by Grantee's
guardian or legal representative; and
13
<PAGE>
(ii) transfer, upon Grantee's death, to
beneficiaries designated by Grantee in a
manner authorized by the Company; provided
that the Committee determines that such
exercise and such transfer are consonant
with requirements for exemption from Section
16(b) of the Securities Exchange Act of
1934, as amended, and with the requirements
of Section 422A(b)(5) of the Code.
(k) In the event of retirement, the option to exercise shall lapse
at the earlier of the Option Period of the Incentive Stock
Option or three months after retirement. In the event of
voluntary termination of employment at the election of the
employee or termination for cause at the election of the
Company, all Incentive Stock Options shall lapse forthwith. In
the event of termination due to death or total and permanent
disability, any Incentive Stock Options shall lapse at the
earlier of the appropriate Option Period or one year after
termination due to such causes.
(l) A person electing to exercise an Incentive Stock Option shall
give written notice, in such form as the Committee may
require, of such election to the Company and shall tender to
the Company the full specified option purchase price of the
shares of Common Stock for which the election is made. Payment
of the purchase price shall be made in cash or in such other
form as the Board of Directors may approve, including shares
of Common Stock of the Company valued at the Fair Market Value
on the date of exercise of the Option.
ARTICLE III
-----------
General Provisions
------------------
Adjustment Provisions
---------------------
(a) If:
(i) any recapitalization, reclassification, split-up or
consolidation of Common Stock is effected;
(ii) the outstanding shares of Common Stock are exchanged,
in connection with a merger or consolidation of the
Company or a sale by the Company of all or a part of
its assets, for a different number or class of shares
of stock or other securities of the Company or for
shares of the stock or other securities of any other
corporation;
(iii) new, different or additional shares or other
securities of the Company or of another corporation
are received by the holders of Common Stock; or
(iv) any distribution is made to the holders of Common
Stock other than a cash dividend; then the Committee
shall make appropriate adjustments to:
(A) The number and class of shares or other
securities that may be issued or transferred
pursuant to Incentive Stock Options, and
(B) The purchase price to be paid per share
under outstanding options.
14
<PAGE>
(b) Upon the dissolution or liquidation of the Company, the Plan
shall terminate, and all options previously granted shall
lapse on the date of such dissolution or liquidation of the
Company.
(c) Adjustments under Subsection (a) shall be made according to
the sole discretion of the Committee, and its decision shall
be binding and conclusive.
(d) Except as provided in subparagraphs (a) and (b), the issuance
by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class shall not affect
the Incentive Stock Options.
3.2 Additional Conditions
---------------------
Any shares of Common Stock issued or transferred under any provision of
the Plan may be issued or transferred subject to such conditions, in
addition to those specifically provided in the Plan, as the Committee
or Company may impose.
3.3 No Right to Employment
----------------------
Nothing in the Plan or in any instrument executed pursuant thereto
shall confer upon any employee any right to continue in the employ of
Zions Utah Bancorporation or any of its subsidiaries or shall affect
the right of Zions Utah Bancorporation or a subsidiary thereof to
terminate the employment of any employee, with or without cause.
3.4 Legal Restrictions
------------------
The Company will not be obligated to issue shares of Common Stock or
make any payment if counsel to the Company determines that such
issuance or payment would violate any law or regulation of any
governmental authority or any agreement between the Company and any
national securities exchange upon which the Common Stock may be listed.
In connection with any stock issuance or transfer, the person acquiring
the shares shall, if requested by the Company, give assurances
satisfactory to counsel to the Company regarding such matters as the
Company may deem desirable to assure compliance with all legal
requirements. The Company shall in no event be obliged to take any
action in order to cause the exercise of any Incentive Stock Option.
3.5 No Rights as Shareholders
-------------------------
No Grantee, and no beneficiary or other person claiming through a
Grantee, shall have any interest in any shares of Common Stock
allocated for the purposes of the Plan or subject to any Incentive
Stock Option until such shares of Common Stock shall have been
transferred to the Grantee or such person. Furthermore, the existence
of the Incentive Stock Options shall not affect: the right or power of
the Company or its stockholders to make adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or
its business; any issue of bonds, debentures, preferred or prior
preference stocks affecting the Common Stock of the Company or the
rights thereof; the dissolution or liquidation of the Company, or sale
or transfer of any part of its assets or business; or any other
corporate act, whether of a similar character or otherwise.
15
<PAGE>
3.6 Withholding Taxes
-----------------
The Company may require Grantee, as a condition of exercise of an
Incentive Stock Option, to pay or reimburse any taxes which it
determines it is required to withhold in connection with the grant or
exercise of the Incentive Stock Option.
3.7 Choice of Law
-------------
The validity, interpretation and administration of the Plan and of any
rules, regulations, determinations or decisions made thereunder, and
the rights of any and all persons having or claiming to have any
interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Utah. Without limiting the
generality of the foregoing, the period within which any action in
connection with the Plan must be commenced shall be governed by the
Laws of the State of Utah; without regard to the place where the act or
omission complained of took place, the residence of any party to such
action or the place where the action may be brought.
3.8 Amendment, Suspension and Termination of Plan
---------------------------------------------
The Board of Directors may at any time terminate, suspend or amend the
Plan; however, no such amendment shall, without the approval of the
shareholders of the Company:
(a) increase the aggregate number of shares which may be issued in
connection with Incentive Stock Options;
(b) change the Incentive Stock Option exercise price;
(c) increase the maximum period during which Incentive Stock
Options may be exercised;
(d) extend the effective period of the Plan; or
(e) materially modify the requirements as to eligibility for
participation in the Plan.
Adopted by Board on December 28, 1981, and approved by Shareholders on
April 28, 1982.
16
EXHIBIT 4.8
AMENDMENT NO. 1 TO ZIONS BANCORPORATION
KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
The Key Employee Incentive Stock Option Plan (the "Plan"), maintained
by Zions Utah Bancorporation under the name Zions Utah Bancorporation Key
Employee Incentive Stock Option Plan, as adopted on December 28, 1981 by the
Board of Directors of the Company and approved on April 28, 1982 by the
shareholders of the Company, shall be and hereby is amended as follows:
1. All references in the Plan to Zions Utah Bancorporation shall
be deemed to refer to Zions Bancorporation, and the Plan may
hereinafter be referred to as the Zions Bancorporation Key
Employee Incentive Stock Option Plan.
2. Paragraph 1.3(a) of the Plan shall be and hereby is amended to
read in its entirety, as follows:
(a) The aggregate number of shares of Common Stock with
respect to which Incentive Stock Options may be
granted under the Plan shall not exceed 506,000
shares of Common Stock, subject to adjustment in
accordance with Section 3.1.
3. Paragraph 1.6 of the Plan shall be and hereby is amended to
read in its entirety as follows:
The Plan shall become effective as of December 28,
1981, upon its adoption by the Board of Directors; provided,
that any grant of Incentive Stock Options is subject to the
approval of the Plan by the shareholders of the Company within
twelve months of adoption by the Board of Directors. Unless
previously terminated by the Board of Directors, the Plan
shall terminate on the 20th anniversary of the effective date.
4. Paragraph 2.2(f) of the Plan shall be deleted in its entirety
and shall be of no further force or effect whatsoever.
5. These amendments shall not in any way be deemed to cause or
effect an amendment of any Incentive Stock Options (as defined
in the Plan) outstanding as of the date hereof.
17
EXHIBIT 4.9
AMENDMENT NO. 2 TO ZIONS BANCORPORATION
KEY EMPLOYEE INCENTIVE STOCK OPTION PLAN
The Key Employee Incentive Stock Option Plan (the "Plan"), maintained
by Zions Utah Bancorporation (the "Company"), as adopted on December 28, 1981 by
the Board of Directors of the Company and approved on April 28, 1982 by the
shareholders of the Company, shall be and hereby is amended effective as of
March 3, 1995, subject to approval by the shareholders of the Company at the
next succeeding Annual Meeting of the Shareholders of the Company, as follows:
1. Paragraph 1.3(a) of the Plan shall be and hereby is amended to
read in its entirety, as follows:
(a) The aggregate number of shares of Common Stock with
respect to which Incentive Stock Options may be
granted under the Plan shall not exceed 806,000
shares of Common Stock, subject to adjustment in
accordance with Section 3.1.
2. Paragraph 1.6 of the Plan shall be and hereby is amended to
read in its entirety as follows:
The Plan shall become effective as of December 28,
1981, upon its adoption by the Board of Directors; provided,
that any grant of Incentive Stock Options is subject to the
approval of the Plan by the shareholders of the Company within
twelve months of adoption by the Board of Directors. Unless
previously terminated by the Board of Directors, the Plan
shall terminate on March 3, 2005.
3. These amendments shall not in any way be deemed to cause or
effect an amendment of any Incentive Stock Options (as defined
in the Plan) outstanding as of the date hereof.
18
Exhibit 5.1
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
Gateway Tower East Suite 900
10 East South Temple
Salt Lake City, Utah 84133
(801) 530-7300
May 27, 1999
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Re: Registration and Issuance of Zions Bancorporation Common Stock
Issuable under Zions Bancorporation Key Employee Incentive
Stock Option Plan
Ladies and Gentlemen:
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 of the Company (the "Registration Statement")
being filed today with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to the issuance of up to
3,399,926 common shares (the "Shares") of the Company, no par value (the "Common
Shares"), pursuant to the Zions Bancorporation Key Employee Incentive Stock
Option Plan, as amended (the "Plan").
This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "1933 Act").
In connection with this opinion, we have examined and are familiar with
the original, or copies identified to our satisfaction, of the following: (i)
the Registration Statement, (ii) the Plan, (iii) the Restated Articles of
Incorporation of the Company, as amended, and the Restated Bylaws of the
Company, as amended, each as currently in effect, (iv) a specimen certificate
representing the Common Shares, and (v) certain resolutions adopted by the
applicable Board of Directors of the Company and its affiliates, relating to,
among other things, the execution and delivery of the Plan, the issuance of the
Shares and the filing of the Registration Statement and related matters.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural person, the authenticity of all documents
submitted to us as originals, the conformity of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the originals
of such documents. In making our examination of documents executed by parties
other than the Company, we have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations there under and
have also assumed the due authorization by all requisite actions, corporate or
other, and execution and delivery by such parties of such documents and the
validity, binding effect and enforceability thereof. As to any facts material to
the opinions expressed herein that we did not independently establish or verify,
we have relied upon statements and representations of officers and other
representatives of the Company, its affiliates and others.
19
<PAGE>
Members of this Firm are admitted to the Bar of the State of Utah and we
express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Shares have been duly authorized for issuance by requisite
corporate action by the Company, and, when and if issued, delivered and paid for
in accordance with the terms and conditions of the Plan, will be validly
issued,fully paid and nonassessable. In rendering this opinion, we have assumed
that:
the outstanding options to purchase Shares are duly granted;
the certificates representing the Shares will conform to the form
of specimen examined by us and such certificates are duly executed and delivered
by the Company;
the Company maintains an adequate number of authorized but
unissued shares or treasury shares available for issuance to those person
granted Shares under the Plans; and
the consideration for the Shares issued pursuant to the Plans is
actually received by the Company as provided in the Plans or agreements executed
in connection with the Plans.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto. In giving
this consent, we do not thereby admit that we are in the category of person
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
20
Exhibit 23.1
Consent of KPMG LLP, Independent Auditors
-----------------------------------------
The Board of Directors
Zions Bancorporation
We consent to the incorporation by reference in the registration statement on
Form S-8 of Zions Bancorporation of our report dated January 26, 1999, with
respect to the consolidated balance sheets of Zions Bancorporation and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, cash flows, and changes in shareholders' equity and
comprehensive income for each of the years in the three-year period ended
December 31, 1998, which report is incorporated by reference in the Annual
Report on Form 10-K of Zions Bancorporation for the year ended December 31,
1998.
/S/
KPMG LLP
Salt Lake City, Utah
May 27, 1999
21
Exhibit 23.2
Consent of Callister Nebeker & McCullough
-----------------------------------------
Included in Exhibit 5.1
22
Exhibit 24.1
Power of Attorney
-----------------
See signature page
23
