<PAGE> 1
As Filed With the Securities and Exchange Commission on January , 1996
Registration No. 33-
--------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
ELDORADO BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of 95-3642383
incorporation or organization) (I.R.S. Employer Identification No.)
17752 East 17th Street, Tustin, California 92680
(Address of Principal Executive Offices) (Zip Code)
--------------------
AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
--------------------
J. B. Crowell, President and Chief Executive Officer
Eldorado Bancorp
17752 East 17th Street, Tustin, California 92680
(Name and address of agent for service)
(714) 798-1100
(Telephone number, including area code, of agent for service)
Copy to:
Ben A. Frydman, Esq.
Stradling, Yocca, Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Securities Amount To Be Maximum Maximum Amount of
To Be Registered Registered (1) Offering Aggregate Registration Fee
Price Per Share (2) Offering Price (2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value 50,000 shares $15.82 $791,000 $159.00
- ------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the Amended and
Restated Employee Stock Purchase Plan (the "Plan").
(2) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(h)(1), on the basis of the price of
securities of the same class as determined in accordance with Rule
457(c), using the average of the high and low prices of the Common
Stock of the registrant as reported in the consolidated reporting
system on the American Stock Exchange on January 4, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, containing its financial statements for its
fiscal year ended December 31, 1994.
(b) All other reports filed by the registrant pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year covered by the Annual Report
referred to in (a) above.
(c) The description of the registrant's Common Stock that is
contained in the registrant's registration statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating that description.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all of such securities then remaining unsold,
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents, except as to any portion of any
future annual or quarterly report to shareholders or document that is not
deemed filed under such provisions. For the purposes of this registration
statement, any statement in a document incorporated by reference shall be
deemed to be modified or superseded to the extent that a statement contained in
this registration statement modifies or supersedes a statement in such
document. 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.
Section 317 of the California General Corporation Law makes
provision for the indemnification of officers and directors in terms
sufficiently broad to include indemnification under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Act"). The registrant's Articles of
Incorporation authorize the registrant to provide indemnification of its
officers, directors and agents for breach of duty to the registrant and its
shareholders through bylaw provisions or indemnification agreements, or both,
in excess of the indemnification otherwise permitted by California law, subject
to certain limitations. The registrant has entered into indemnification
agreements with all of its directors, which obligate the registrant to
indemnify such individuals to the fullest extent permitted by applicable law.
The registrant also maintains director and officer liability insurance, which
provides for indemnification of the directors and officers of the registrant
for certain liabilities and expenses incurred in connection with their services
as directors and officers.
2
<PAGE> 3
In addition, as permitted by Section 204(a)(10) of the California
General Corporation Law, the registrant's Articles of Incorporation provide
that a director of the registrant shall not be liable to the registrant or its
shareholders for monetary damages to the fullest extent permissible under
California law. However, as provided by California law, such limitation of
liability will not act to limit the liability of a director for (i) acts or
omissions that involve intentional misconduct or a knowing and culpable
violation of law, (ii) acts or omissions that a director believes to be
contrary to the best interest of the registrant or its shareholders or that
involve the absence of good faith on the part of the director, (iii) any
transaction from which a director derived an improper personal benefit, (iv)
acts or omissions that show a reckless disregard for the director's duty to the
registrant or its shareholders in circumstances in which the director was aware
or should have been aware, in the ordinary course of performing a director's
duties, of a risk of serious injury to the registrant or its shareholders, (v)
acts or omissions that constitute an unexcused pattern of inattention that
amount to an abdication of the director's duty to the registrant or its
shareholders, (vi) any improper transactions between a director and the
registrant in which the director has a material financial interest or (vii) any
unlawful distributions to the shareholders of the registrant or any unlawful
loan of money or property to, or a guarantee of the obligation of, any director
or officer of the registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
4.1 Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to
the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in
the Opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Dayton & Associates
25 Power of Attorney (included on signature page)
</TABLE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:
(iii) 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.
3
<PAGE> 4
(2) 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.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
4
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Irvine, State of California, on the 5th day of
January 1996.
ELDORADO BANCORP
By: /s/ J. B. CROWELL
-------------------------------------
J.B. Crowell
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Eldorado Bancorp hereby
severally constitute and appoint J.B. Crowell, Raymond E. Dellerba, David R.
Brown and Elaine Crouch and each of them, individually, with full power of
substitution, our true and lawful attorneys and agents, to do any and all acts
and things in our name and behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or any of them,
may deem necessary or advisable in order to enable said corporation to comply
with the Securities Act of 1933, as amended, and all rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereto; and we hereby ratify and confirm all that said attorneys and agents, or
any of them, do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. B. CROWELL President, Chief Executive Officer January 5, 1996
- ------------------------------------- and Director (Principal Executive
J.B. Crowell Officer)
Executive Vice President January __, 1996
- ------------------------------------- and Director
Raymond E. Dellerba
/s/ DAVID R. BROWN Executive Vice President and Chief January 5, 1996
- ------------------------------------- Financial Officer (Principal
David R. Brown Financial and Accounting Officer)
</TABLE>
S-1
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL B. BURNS Director January 5, 1996
- -------------------------------------
Michael B. Burns
Director January __, 1996
- -------------------------------------
Julia M. Di Giovanni
/s/ LYNNE PIERSON DOTI Director January 5, 1996
- -------------------------------------
Lynne Pierson Doti
/s/ ROLF J. ENGEN Director January 5, 1996
- -------------------------------------
Rolf J. Engen
/s/ WARREN FINLEY Director January 5, 1996
- -------------------------------------
Warren Finley
Director January __, 1996
- -------------------------------------
Warren D. Fix
/s/ RICHARD KORSGAARD Director January 5, 1996
- -------------------------------------
Richard Korsgaard
Vice Chairman and Director January __, 1996
- -------------------------------------
Donald E. Sodaro
/s/ GEORGE H. WELLS Chairman and Director January 5, 1996
- -------------------------------------
George H. Wells
</TABLE>
S-2
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C>
4.1 Eldorado Bancorp Amended and Restated Employee Stock
Purchase Plan
5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation, Counsel to the Registrant
23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional
Corporation (included in the Opinion filed as Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Dayton & Associates
25 Power of Attorney (included on signature page)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
ELDORADO BANCORP
AMENDED AND RESTATED
EMPLOYEE STOCK PURCHASE PLAN
This AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (the "Plan") of
ELDORADO BANCORP, INC., a California corporation (the "Company"), amends and
restates the Eldorado Bancorp Employee Stock Purchase Plan effective as of
December 20, 1995 (the "Effective Date").
ARTICLE I
PURPOSE OF THE PLAN
1.1 PURPOSE. The Company has determined that it is in the best
interests of the Company and its shareholders to provide an incentive to
attract and retain employees and to increase employee morale by providing a
program through which employees of the Company, as well as employees of
Eldorado Bank (the "Bank"), a California banking corporation and wholly-owned
subsidiary of the Company, and any other subsidiary of the Company that elects,
by action of its board of directors, to participate in this Plan (herein, and
including the Bank, the "participating subsidiaries"), may acquire a proprietary
interest in the Company through the purchase of shares of the Common Stock of
the Company. The Plan was established by the Bank in 1977 and was subsequently
assumed by the Company when the Bank became a wholly-owned subsidiary of the
Company, and is hereby amended and restated by the Company, in order to permit
employees to continue to subscribe for and purchase Common Stock of the
Company, to foster continued cordial employee relations and to encourage
maximum participation in the ownership of Common Stock of the Company by
employees by providing a means to purchase shares of the Company's Common Stock
by regular twice-monthly payroll deductions, augmented by contributions by the
Company or its participating subsidiaries. The Plan is not intended to be an
employee benefit plan under the Employee Retirement Income Security Act of
1974, and therefore is not required to comply with that Act.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY. All employees of the Company or its
participating subsidiaries (including the Bank) are eligible to participate in
the Plan upon the completion of at least 180 days of continuous employment with
the Company, with any subsidiary of the Company or with a corporation all or
substantially all of the stock or assets of which have been acquired by the
Company or a participating subsidiary. Participation in the Plan is voluntary.
<PAGE> 2
2.2 PARTICIPATION.
(a) An eligible employee becomes a participant in the
Plan by completing and filing with the Company's or participating subsidiary's
payroll office a Payroll Withholding Authorization ("Authorization")
authorizing payroll deductions. Payroll deductions will commence on the first
salary payment date following receipt of the Authorization by the Company's or
participating subsidiary's payroll office or, if such Authorization is received
less than one week prior to such salary payment date, then such deductions will
commence on the second salary payment date following the receipt of the
Authorization. The payroll deductions during the calendar quarter in which an
employee's participation commences are accumulated and held in trust by the
Trustee (as hereinafter defined) until the succeeding calendar quarter, when
purchases of Company Common Stock will be made with the proceeds of the payroll
deductions and contributions of the Company or participating subsidiary for the
account of the employee (see "Contributions" and "Purchases of Common Stock").
(b) Each participating employee may designate on the
Authorization the persons (which may include the Trustee of the Plan, a
securities brokerage firm or other persons other than the employee) in whose
names shares purchased for the employee's account under the Plan are to be
registered on their issuance. The employee may also designate, in writing to
his payroll office, a beneficiary or beneficiaries who, on the death of the
employee, will be entitled to receive the balance of the funds and any shares
of Common Stock in his or her account. Such designations may be changed from
time to time without the consent of the prior-named beneficiaries. In the
absence of a beneficiary designation, the balance of funds and shares in the
deceased's account will be distributed to the executor or administrator of the
participating employee's estate.
(c) Except as otherwise provided in the above paragraph,
no rights of any employee under the Plan may be assigned, transferred, pledged
or otherwise disposed of voluntarily, by operation of law, or otherwise.
(d) A participating employee may voluntarily terminate
his participation in the Plan by giving written notice to the Company's or
participating subsidiary's payroll office. If such notice is received by the
10th day of any calendar month, it will be given retroactive effect to the
first day of the month; otherwise such termination will be effective as of the
first day of the calendar month following the receipt of the notice. See
"Termination of Participation." An employee who terminates his participation
in the Plan will not be eligible to resume participation in the Plan until the
next succeeding calendar quarter.
ARTICLE III
PAYROLL DEDUCTIONS AND EMPLOYER CONTRIBUTIONS
3.1 PAYROLL DEDUCTIONS.
(a) Each eligible employee may elect to make
contributions to the Plan by payroll deductions of an amount up to but not
exceeding ten percent (10%) of the employee's monthly salary, but in no event
more than $400 nor less than $40 per month. For purposes of the Plan, monthly
salary is considered to be the employee's base salary, which does not include
payments for overtime, bonuses, special allowances and reimbursements, or
special payments or benefits under any employee plans.
2
<PAGE> 3
(b) Subject to the limitations described above, an
eligible employee may, by written notice to the Company or participating
subsidiary, increase or decrease or suspend his contributions to the Plan. If
such notice is received by the tenth (10th) day of a calendar month, the change
in or suspension of contributions will be given retroactive effect to the first
day of such calendar month; otherwise it will be effective on the first day of
the succeeding month.
3.2 EMPLOYER CONTRIBUTIONS. The Company and its participating
subsidiaries will contribute, on a quarterly basis, for each of their
respective participating employees either (i) an amount in cash equal to 20% of
the contributions made by such employees in the preceding calendar quarter, or
(ii) one share of Common Stock for each four shares of the Common Stock
purchased for such employee's account during the quarter.
3.3 FUNDS HELD IN TRUST. All funds deducted pursuant to the
employee's Authorization and all cash contributions made by the Company and its
subsidiaries are held in trust by First American Trust Company, an independent
trustee ("Trustee"), until the funds are utilized to purchase Common Stock
under the Plan on behalf of the participating employees. Each participating
employee's contributions to the Plan continue to be owned by the employee until
the funds are utilized to purchase shares of Common Stock under the Plan.
Funds in the employees' accounts do not bear interest.
3.4 PAYROLL AND WITHHOLDING TAXES. Payroll or withholding taxes
applicable to the contributions of the Company or its participating
subsidiaries are charged against funds in each employee's account annually as
of the date itemized statements of account are issued. If the funds in any
employee's account are not sufficient to pay such taxes, the employee is
required to pay such taxes as a condition to the receipt of the stock purchased
with contributions of the Company or participating subsidiary.
ARTICLE IV
PURCHASES OF COMMON STOCK
4.1 PURCHASES OF COMMON STOCK.
(a) Purchases of Common Stock are made by the Trustee on
a quarterly basis, generally between the 16th day of the first month of each
calendar quarter through the last day of such month (the "Purchase Period"),
provided that the Purchase Period may be extended by the Trustee into the
succeeding calendar month if and to the extent it becomes necessary to do so to
avoid disrupting the orderly market for the Company's Common Stock. The funds
which are available and utilized for purchases of Common Stock during each
Purchase Period are employee contributions made during the immediately
preceding calendar quarter, augmented by the quarterly contributions of the
Company or its participating subsidiaries, if such contributions are made in
cash rather than shares of Common Stock. Such cash contributions by the
Company or the participating subsidiaries will be credited to the account of
each participating employee on or before the commencement date of the Purchase
Period in an amount equal to 20% of the employee's contributions during the
preceding calendar quarter.
(b) The funds in each employee's account available for
stock purchases at the commencement of each Purchase Period will be applied
toward the purchase of the maximum
3
<PAGE> 4
number of full shares of Company Common Stock which may be purchased with such
funds. To the extent practical, purchases will be distributed evenly over the
Purchase Period in order to avoid disrupting the orderly market for the shares
of the Company's stock. The shares of Common Stock purchased may also include
or consist entirely of, at the election of the Committee, either treasury
shares or authorized but unissued shares of Common Stock of the Company.
4.2 PURCHASE PRICE.
The prices at which issued and outstanding shares of Common Stock will
be purchased will be the market prices during the Purchase Period, including
all brokerage commissions, transfer fees and taxes and other expenses incurred
in connection with the purchase of such shares. If issued and outstanding
shares are so purchased, the number of shares allocated to each participating
employee's account will be determined by dividing the amount of funds available
for purchases of Common Stock in his or her account for the Purchase Period in
question by the average per share price paid for all shares purchased during
such Purchase Period.
If treasury shares or authorized but unissued shares of Common Stock
are purchased from the Company, in which event the Company will receive the
entire purchase price paid for the shares without deduction for brokers
commissions, the purchase price will be determined as follows:
(i) During such time as the Common Stock is traded in the
over-the-counter market, the price shall be the average of the mean
between the closing bid and asked prices quoted in the Wall Street
Journal or by the National Quotation Bureau for the calendar month
immediately preceding the commencement date of the Purchase Period.
(ii) During such time, if any, as the Common Stock is
traded on a national securities exchange, the price shall be the
average of the closing prices quoted on the exchange for the calendar
month immediately preceding the commencement date of the Purchase
Period.
(iii) During such time as the Common Stock is not traded in
the over-the-counter market or on a national securities exchange, the
price shall be the fair market value of the Common Stock on the date
preceding the commencement of the Purchase Period, as determined by
the Board acting in its sole discretion.
If the Committee elects to have the contributions of the Company and
its participating subsidiaries made with treasury or authorized but unissued
shares of Common Stock or shares of issued and outstanding Common Stock
purchased by the Company, such contributions will be made, on a quarterly
basis, during the last fifteen (15) days of each calendar quarter, in an amount
equal to 20% of the shares purchased during the immediately preceding Purchase
Period with employee contributions. No fractional shares shall be issued and
cash, in lieu thereof, shall be contributed to the respective accounts of the
participating employees.
4.3 SHARES HELD IN TRUST. The shares of Common Stock purchased
for an employee's account and any shares contributed by the Company or its
participating subsidiaries will be registered in the name of the Trustee and
held in trust for the employee until the next succeeding
4
<PAGE> 5
Stock Delivery Date (as hereinafter defined), when the shares will be issued in
the name of the employee or his or her designee. During the period that any
shares are held by the Trustee in trust, the employees shall be entitled to
exercise all voting rights with respect to the shares allocated to their
respective accounts and the Company shall cause to be delivered to such
employees proxy and information statements and other reports furnished to its
stockholders of record.
4.4 ISSUANCE OF CERTIFICATES/STATEMENTS OF ACCOUNT. Stock
certificates representing the shares of Common Stock purchased during a
Purchase Period and credited to each employee's account will be issued to such
employee on or before the last business day of the calendar quarter in which
the purchase of shares were made (the "Stock Delivery Dates"). Notwithstanding
the foregoing, any employee may, by written notice delivered to the Company,
request that his or her shares continue to be held in trust by the Trustee, in
which case they shall not distributed to such employee until the Stock Delivery
Date next succeeding the date he or she delivers a written notice to the
Company requesting issuance of certificates for the shares credited to his or
her account. An itemized statement of the employee's account shall be
furnished to each employee as soon as practicable following the end of each
calendar year.
ARTICLE V
ADMINISTRATION
5.1 PLAN ADMINISTRATION.
The Plan is administered by the Committee, which is comprised of three
directors of the Company, appointed by the Board. The address of the directors
of the Company, including the members of the Committee, is the principal office
of the Company, which is located at 17752 East Seventeenth Street, Tustin,
California 92680, the telephone number is (714) 798-1100. Members of the
Committee are not eligible to participate in the Plan.
Members of the Committee do not receive any compensation for
administering the Plan. All expenses incurred in connection with the
administration of the Plan, including expenses and compensation of the Trustee,
will be paid by the Company and the participating subsidiaries ratably in
proportion to their respective contributions under the Plan.
The trust agreement with the Trustee may be amended or terminated by
the Board at any time and the Board may appoint a new trustee to serve at the
pleasure of the Board. Such new trustee may be any entity deemed qualified by
the Board, including the Company or any subsidiary.
The administration, interpretation and application of the Plan by the
Board or the Committee will be binding upon all employees.
ARTICLE VI
WITHDRAWAL
6.1 WITHDRAWAL OF PARTICIPATION. The employee's participation in
the Plan will be terminated when the employee voluntarily elects to withdraw
from the Plan or ceases to be an
5
<PAGE> 6
employee of the Company or any subsidiary, whichever occurs first. An employee
may elect to terminate his or her participation in the Plan by written notice
to the Company or the subsidiary by which he or she is employed. If notice of
termination is received by the Company or the participating subsidiary on or
before the tenth (10th) day of any month, it will be given retroactive effect
to the first day of such month; otherwise, such termination will be effective
on the first day of the following month.
6.2 TERMINATION OF EMPLOYMENT. In the event of the termination of
an employee's employment with the Company or a participating subsidiary,
termination of such employee's participation in the Plan shall be effective on
the date such employee ceases to be an employee of the Company or such
participating subsidiary.
6.3 DISTRIBUTION OF ACCOUNT. If an employee's participation is
terminated for any reason, all funds in an employee's account not previously
utilized for the purchase of shares of Company Common Stock will be distributed
to him or her promptly after the effective date of such termination, and all
shares of Common Stock in or purchased for the employee's account will be
distributed on the first Stock Delivery Date following such termination.
6.4 ELIGIBILITY. An employee whose participation in the Plan is
terminated, voluntarily or otherwise, will not be eligible to participate again
until the beginning of any subsequent calendar quarter. The Company, in its
sole discretion, has reserved the right to make such provisions as it deems
desirable regarding the effect of approved leaves of absence for participating
employees on the eligibility of such employees to remain in or resume
participation in the Plan.
ARTICLE VII
COMMON STOCK SUBJECT TO THE PLAN
7.1 LIMITATIONS ON PURCHASE OF SHARES. The maximum number of
shares of the Company's Common Stock that shall be made available for sale
under the Plan shall be 80,938 shares, subject to adjustment under Section 7.5
below. In the event the total number of shares of Common Stock of the Company
that would otherwise be issuable pursuant to the Plan exceeds the number of
shares then available under the Plan, the Company shall make a pro rata
allocation of the shares remaining available in as uniform and equitable manner
as is practicable. In such event, the Company shall give written notice of
such reduction of the number of shares to each participant affected thereby and
any unused payroll deductions and employer contributions shall be returned to
such participant if necessary.
7.2 VOTING COMPANY STOCK. Each participant will have the right to
vote the shares purchased for his or her account on all matters on which record
holders of Common Stock of the Company are entitled to vote.
7.3 DIVIDENDS. Participants will be entitled to cash and stock
dividends on shares in their accounts when, as, and if declared by the Board
and paid by the Company. The cash or shares of Common Stock comprising such
dividends, if any, will be added to the funds or shares of Common Stock, as the
case may be, in the accounts and will be available for purchase of shares in
the calendar quarter immediately following the payment of the cash dividend.
6
<PAGE> 7
7.4 REGISTRATION OF COMPANY STOCK. Shares to be delivered to a
participant under the Plan will be registered in the name of the participant
unless designated otherwise in writing by the participant.
7.5 CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any
required action by the stockholders of the Company, the shares of the Company's
Common Stock which are available for purchase under the Plan and which have not
yet been purchased, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Company Stock resulting from a stock
split, stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or the like. Such adjustment shall be made
by the Board of Directors of the Company, whose determination in that respect
shall be final, binding and conclusive. No provision will be made for, or in
lieu of, fractional shares. Except as expressly provided herein, no sale or
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number of shares of
Company Common Stock subject to any right of purchase granted hereunder.
7.6 MERGER OF COMPANY. In the event that the Company at any time
proposes to merge into, consolidate with or enter into any other reorganization
pursuant to which the Company is not the surviving entity (including the sale
of substantially all of its assets or a "reverse" merger in which the Company
is the surviving entity or as a result of which the persons who were
shareholders of the Company immediately prior to such transaction will not own
more than 50% of the voting stock of either the Company or any corporation
that, as a result of the transaction, becomes the owner of more than 50% of the
voting stock of the Company), the Plan shall terminate, unless provision is
made in writing in connection with such transaction for the continuance of the
Plan and for the assumption of rights theretofore granted, or the substitution
for such rights of new rights covering the shares of a successor corporation or
of the parent company thereof, with appropriate adjustments as to number and
kind of shares and prices, in which event the Plan and the rights theretofore
granted or the new rights substituted therefor, shall continue in the manner
and under the terms so provided. If such provision is not made in such
transaction for the continuance of the Plan and the assumption of rights
theretofore granted, or the substitution for such rights of new rights covering
the shares of a successor corporation or of the parent company thereof, then
the Board of Directors or the Committee shall cause written notice of the
proposed transaction to be given to the persons holding rights not less than 10
days prior to the anticipated effective date of the proposed transaction, and,
concurrent with the effective date of the proposed transaction, shares
available for purchase during that Purchase Period which have not yet been
purchased shall be purchased or issued by the Company on such effective date
unless a participant withdraws from the Plan as provided in Section 6.1.
ARTICLE VIII
MISCELLANEOUS MATTERS
8.1 AMENDMENT AND TERMINATION OF THE PLAN.
(a) The Company reserves the sole and exclusive right, as
to its employees or the employees of its participating subsidiaries or both, to
terminate the Plan at any time in its entirety, or to modify the Plan from time
to time, by resolution of the Board.
7
<PAGE> 8
(b) Any participating subsidiary may withdraw from the
Plan at any time by resolution of its board of directors. The Company will
promptly give notice of any such termination to the employees affected, and
will distribute to such employees the shares and funds remaining in their
accounts in the manner specified above for voluntary terminations of
participation.
8.2 BENEFITS NOT ALIENABLE. Except as set forth in Section 2.2,
benefits under the Plan may not be assigned or alienated, whether voluntarily
or involuntarily. Any attempt to assign, transfer, pledge or otherwise dispose
of any such benefits shall be without effect, except that the Company may treat
such act as an election to withdraw funds in accordance with Article VI.
8.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company or any participating subsidiary and
any employee or to be consideration for, or an inducement to, or a condition
of, the employment of any employee. Nothing contained in the Plan shall be
deemed to give the right to any employee to be retained in the employ of the
Company or any participating subsidiary or to interfere with the right of the
Company or any participating subsidiary to discharge any employee at any time.
8.4 GOVERNING LAW. To the extent not preempted by federal law,
all legal questions pertaining to the Plan shall be determined in accordance
with the laws of the State of California.
8.5 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any
provision of the Plan, the Committee shall administer the Plan in such a way to
ensure that the Plan at all times complies with any requirements of Federal
Securities Laws. For example, affiliates may be required to make irrevocable
elections in accordance with the rules set forth under Section 16b-3 of the
Securities Exchange Act of 1934.
IN WITNESS WHEREOF, the undersigned has caused this instrument to
become effective as of December 20, 1995.
ELDORADO BANCORP
By: Elaine Crouch
Its: Vice President
8
<PAGE> 1
EXHIBIT 5
[STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]
January 5, 1996
Eldorado Bancorp
17752 East 17th Street
Tustin, California 92680
Re: Registration Statement on Form S-8 for the Eldorado Bancorp
Amended and Restated Employee Stock Purchase Plan
Gentlemen:
We have acted as counsel to Eldorado Bancorp, a California corporation
(the "Company"), with respect to the proposed offering of up to 50,000 shares
of the Company's common stock, without par value (the "Shares"), to be issued
under the Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan
(the "Purchase Plan"). The Shares will be offered by the Company pursuant to
the Company's Registration Statement on Form S-8 (the "Registration
Statement").
As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable under the circumstances for the purposes of
rendering this opinion and, in the course thereof, we have obtained from public
officials and from officers and other representatives of the Company such
assurances as to factual matters as we considered necessary.
On the basis of the foregoing examinations and inquiries and in
reliance thereon, we are of the opinion that the Shares to be issued under the
Purchase Plan have been duly authorized and, upon the issuance and delivery
thereof, and payment therefor, in accordance with the terms of the Purchase
Plan, such Shares will be validly issued, fully paid and nonassessable.
We consent to your filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STRADLING, YOCCA, CARLSON & RAUTH
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Eldorado Bancorp:
We consent to incorporation by reference in the registration statement on Form
S-8 of Eldorado Bancorp relating to its Amended and Restated Employee Stock
Purchase Plan of our report dated January 25, 1995, relating to the
consolidated balance sheets of Eldorado Bancorp and subsidiary (the "Company")
as of December 31, 1994 and 1993, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1994, which report appears in the December
31, 1994 annual report on Form 10-K of Eldorado Bancorp.
Our report on the consolidated financial statements of the Company, dated
January 25, 1995, contains an explanatory paragraph that states that the
Company changed its method of accounting for investments in debt and equity
securities to adopt the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," in 1994.
KPMG PEAT MARWICK LLP
Orange County, California
January 4, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to incorporation by reference in the Registration Statement
on Form S-8 of Eldorado Bancorp ("Eldorado") relating to its Amended and
Restated Employee Stock Purchase Plan of our Independent Auditor's Report dated
January 13, 1995 relating to the consolidated financial statements of Mariners
Bancorp ("Mariners") and Subsidiary appearing on page F-28 of the Joint Proxy
Statement/Prospectus dated September 12, 1995, of Eldorado and Mariners for the
Special Meetings of Shareholders of Eldorado and Mariners held on October 11,
1995, which Report is incorporated by reference in Eldorado's Current Report on
Form 8-K dated October 20, 1995.
DAYTON & ASSOCIATES
January 5, 1996
Laguna Hills, California
