SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HAWTHORNE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
95--2085671
(I.R.S. Employer Identification No.)
2381 ROSECRANS AVENUE
EL SEGUNDO, CALIFORNIA 90245
(Address of Principal Executive Offices)
HAWTHORNE FINANCIAL CORPORATION 1995 STOCK OPTION PLAN
(FORMERLY THE HAWTHORNE FINANCIAL CORPORATION EMPLOYEE STOCK OPTION PLAN)
(Full Title of the Plan)
JAMES D. SAGE, GENERAL COUNSEL
HAWTHORNE FINANCIAL CORPORATION
2381 ROSECRANS AVENUE
90245 EL SEGUNDO, CALIFORNIA (Zip Code)
(Name and Address of Agent for Service)
(310) 725-5000
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
ALAN B. SPATZ, ESQ.
TROOP MEISINGER STEUBER & PASICH, LLP
10940 WILSHIRE BOULEVARD
LOS ANGELES, CALIFORNIA 90024
(310) 824-7000
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------
Common Stock 200,000 Shares(2) $18.75 $3,750,000 $1,107
==================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h)(1) under the Securities Act of 1933, as amended, and based upon
the average of the high and low prices of the Common Stock of Hawthorne
Financial Corporation (the "Registrant") as reported on the NASDAQ National
Market System on July 20, 1998.
(2) 300,000 Shares of Common Stock under the same plan were previously
registered on a Form S-8, file Number 333-23587, for which the appropriate fee
was paid.
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This Registration Statement on Form S-8 is for the registration of an additional
200,000 shares of Common Stock for which the Form S-8 registration statement,
file number 333-23587, was filed on March 19, 1997 relating to the Hawthorne
Financial Corporation 1995 Stock Option Plan (formerly the Hawthorne Financial
Corporation Employee Stock Option Plan). The Form S-8, file number 333-23587, is
hereby incorporated by reference.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART II
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
Registrant's fiscal year ended December 31, 1997.
(b) The Registrant's Amendment Number 1 to the Annual Report on
Form 10-K for the Registrant's fiscal year ended December 31,
1997.
(c) The Registrant's Quarterly Report on Form 10-Q for the
Registrant's fiscal quarter ended March 31, 1998.
(d) The description of the Registrant's common stock, par value
$0.01 per share, set forth as Exhibit 3 to the Registrant's
Quarterly Report on Form 10-Q for the Registrant's fiscal
quarter ended September 30, 1995.
(e) The Registrant's Registration Statement on Form S-8, file
number 333-23587.
All documents and reports filed by the Registrant with the Securities and
Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the
respective dates of filing of such documents or reports. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
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 that also is or is deemed to be incorporated by
reference herein, 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.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
See Registrant's Registration Statement on Form S-8, file number
333-23587.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
4.1 Hawthorne Financial Corporation 1995 Stock Option Plan (formerly
the Hawthorne Financial Corporation Employee Stock Option Plan).
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP regarding
validity of securities.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Troop Meisinger Steuber & Pasich, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of this
Registration Statement).
ITEM 9. UNDERTAKINGS.
See Registrant's Registration Statement on Form S-8, file number
333-23587.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on this 23 day of
July, 1998.
HAWTHORNE FINANCIAL CORPORATION
(Registrant)
By: /s/ Scott A. Braly
---------------------------------
Scott A. Braly, President and
Chief Executive Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Scott A. Braly as his true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-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, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Scott A. Braly
- ------------------------ President, Chief Executive July 23, 1998
SCOTT A. BRALY Officer and Director
/s/ Norman A. Morales
- ------------------------ Executive Vice President and July 23, 1998
NORMAN A. MORALES Chief Financial Officer
/s/ Marilyn Garton Amato
- ------------------------ Director July 23, 1998
MARILYN GARTON AMATO
/s/ Timothy R. Chrisman
- ------------------------ Chairman of the Board of July 23, 1998
TIMOTHY R. CHRISMAN Directors
/s/ Harry F. Radcliffe
- ------------------------ Director July 23, 1998
HARRY F. RADCLIFFE
/s/ Howard E. Ritt
- ------------------------ Director July 23, 1998
HOWARD E. RITT
/s/ Anthony W. Liberati
- ------------------------ Director July 23, 1998
ANTHONY W. LIBERATI
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT DESCRIPTION
4.1 Hawthorne Financial Corporation 1995 Stock Option Plan
(formerly the Hawthorne Financial Corporation Employee Stock
Option Plan).
5.1 Opinion of Troop Meisinger Steuber & Pasich, LLP regarding
validity of securities.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Troop Meisinger Steuber & Pasich, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included as part of the Signature Page of
this Registration Statement).
6
EXHIBIT 4.1
HAWTHORNE FINANCIAL CORPORATION
1995 STOCK OPTION PLAN
1. PURPOSE. This 1995 Stock Option Plan (the "Plan") is intended to promote
the long-termfinancial interests of Hawthorne Financial Corporation (the
"Company") and its stockholders by (i) providing a means of offering
non-cash incentive compensation to selected employees of the Company and
its Affiliates and to reward such employees for their contribution to the
Company's success, (ii) attracting and encouraging long-term service by
employees, (iii) providing employees with additional incentives as
determined from time to time by the Administrator, and (iv) furthering the
identity of interests of employees with those of the Company's stockholders
through providing opportunities for increased stock ownership and awards
based on corporate performance. This Plan is intended to be used to grant
Options solely to those employees who are not "officers", "directors" or
the holders of 10% or more of the Common Stock, in each case as determined
for purposes of Section 16 of the Exchange Act and the regulations
thereunder.
2. DEFINITIONS. As used in this Plan, the following terms shall have the
following indicated meanings:
"Administrator" means the Board or, at the discretion of the Board, the
Committee.
"Affiliate" means any "subsidiary corporation" or "parent corporation" as
such terms are defined in Section 424 of the Code.
"Association" means the Company's wholly-owned subsidiary, Hawthorne
Savings, F.S.B.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as the same may be amended
from time to time.
"Committee" means a committee which may from time to time be appointed by
the Board to administer the Plan, whose members shall serve at the pleasure
of the Board.
"Common Stock" means the Common Stock, par value $0.01 per share, of the
Company.
"Company" means Hawthorne Financial Corporation.
"Date of Grant" means with respect to an Option the date specified by the
Administrator as the date of grant or, if the Administrator does not
specify such a date, the date the Administrator grants the Option.
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"Exchange Act" means the Securities Exchange Act of 1934, as the same may
be amended from time to time.
"Fair Market Value", unless otherwise determined by the Committee in good
faith, means with respect to a share of Common Stock as of any given date
(i) the weighted average of the closing sale prices of a share of Common
Stock as reported on the national securities exchange or transaction
reporting system on or through which actual sale prices are regularly
reported for the Common Stock as reported for the ten most recent trading
days preceding the Date of Grant; or (ii) if the Common Stock is not traded
on a national securities exchange or transaction reporting system on or
through which actual sale prices are reported, the weighted average of the
mean of the closing bid and asked prices of a share of Common Stock, in
either case as reported for the ten most recent trading days preceding the
date the determination is made.
"Option" means a stock option granted under the Plan.
"Option Agreement" means a written agreement (including any amendment or
supplement thereto) between the Company and a Participant specifying the
terms and conditions of an award of an Option granted to such Participant.
"Participant" means an employee of the Company or an Affiliate who holds an
outstanding Option.
"Plan" means the Hawthorne Financial Corporation 1995 Stock Option Plan set
forth herein.
"SEC" means the Securities and Exchange Commission or any successor agency.
3. ADMINISTRATION. The Plan shall be administered by the Administrator. The
Administrator shall have authority to grant Options upon such terms as the
Administrator may consider appropriate and are not inconsistent with the
provisions of this Plan. Such terms may include conditions, in addition to
those contained in this Plan, on the exercisability of all or any part of
an Option. Notwithstanding any such conditions, the Administrator may, in
its discretion, accelerate the time at which any Option may be exercised.
In addition, the Administrator shall have complete authority to interpret
all provisions of this Plan; to prescribe the form of Option Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the
administration of this Plan; and to make all other determinations necessary
or advisable for the administration of this Plan. The express grant in this
Plan of any specific power to the Administrator shall not be construed as
limiting any power or authority of the Administrator. Any decision made, or
action taken, by the Administrator in connection with the administration of
this Plan shall be final. No member of the Administrator shall be liable
for any act done in good faith with respect to
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this Plan or any Option Agreement or Option award. All expenses of
administering this Plan shall be borne by the Company.
The Administrator, in its discretion, may delegate to one or more officers
of the Company or the Association, all or part of the Administrator's
authority and duties with respect to Participants under this Plan. In the
event of such delegation, and as to matters encompassed by the delegation,
references in this Plan to the Administrator shall be interpreted as a
reference to the Administrator's delegate or delegates. The Administrator
may revoke or amend the terms of a delegation at any time but such action
shall not invalidate any prior actions of the Administrator's delegate or
delegates that were consistent with the terms of this Plan.
4. ELIGIBILITY. Any employee of the Company or of any Affiliate (including any
corporation that becomes an Affiliate after the adoption of this Plan) who
is not an "officer", "director", or beneficial owner of more than 10% of
any class of outstanding shares of the Company, in each of the foregoing
cases as determined for purposes of Section 16 of the Exchange Act and the
regulations of the SEC thereunder, is eligible to participate in this Plan.
Any employee may be granted one or more Options.
5. STOCK SUBJECT TO PLAN.
(a) Upon the exercise of any Option, the Company may deliver to
the Participant (or the Participant's broker if the
Participant so directs), authorized but unissued shares of
Common Stock or issued shares of Common Stock that have been
reacquired by the Company.
(b) The maximum aggregate number of shares of Common Stock with
respect to which Options may be granted under this Plan and
which may be issued pursuant to the exercise thereof shall be
500,000 shares, subject to increases and adjustments as
provided in Section 8.
(c) Shares related to Options that expire unexercised or are
forfeited, surrendered, terminated, canceled or settled in
cash in lieu of the issuance of shares of Common Stock shall
again be available for additional awards under this Plan,
except for shares of Common Stock withheld or surrendered to
satisfy tax withholding obligations.
6. STOCK OPTION GRANTS; OPTION PRICE; TERM.
(a) The Administrator will designate individuals to whom Options
are to be granted and will specify the number of shares of
Common Stock subject to each Option and the additional terms
thereof. All Options granted under this Plan shall be
evidenced by Option Agreements which shall be subject to the
applicable provisions
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of this Plan and to such other provisions as the Administrator
may adopt. The Administrator may provide that Options granted
under this Plan shall become exercisable in one or more
installments or upon such other conditions as it shall deem
appropriate.
(b) The exercise price per share for Common Stock purchased on the
exercise of an Option shall not be less than the Fair Market
Value of a share of Common Stock on the Date of Grant.
(c) The maximum period in which an Option may be exercised is ten
years from the Date of Grant. The terms of any Option may
provide that it is exercisable for a period less than such
maximum period.
7. EXERCISE OF OPTIONS.
(a) An Option may be exercised, as to all or any portion of the
shares of Common Stock as to which the Option is then
exercisable, by giving written notice to the Secretary of the
Company prior to the close of business on the date on which
the Option expires; provided, however, that an Option may only
be exercised with respect to whole shares of Common Stock.
Such notice shall specify the number of shares of Common Stock
to be purchased and shall be accompanied by payment of the
Option Price for such shares (and, if required by the
Administrator, any applicable withholding taxes) in such form
and manner as the Administrator may from time to time approve.
(b) In the event that the terms of any Option provide that it may
be exercised only during employment or within a specified
period of time after termination of employment, the
Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions
of continuous employment. Unless provided otherwise by the
Administrator, a Participant's Options shall expire on the
Participant's termination of employment, subject to the
following:
i. If the Participant terminates employment with the
Company and its Affiliates on account of retirement
at or after attaining age 55, the Participant's
Options may be exercised, to the extent then vested,
for a period of three months following such
termination, but not later than the Option's
expiration date.
ii. If the Participant terminates employment with the
Company and its Affiliates by reason of death, any
Options which the Participant was entitled to
exercise on the date of his death shall be
exercisable by the person or persons to whom that
right passes by will or by the laws of descent and
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distribution for a period of twelve months after the
date of death, but not later than the Option's
expiration date.
(c) The Company shall have the right to deduct or otherwise effect a
withholding of any amount required by federal or state tax laws
to be withheld with respect to the grant, exercise or surrender
of an Option, including any withholding required in order for the
Company to obtain a tax deduction as a consequence of such grant,
exercise or surrender. Such amounts may be deducted or withheld,
at the Company's discretion, from shares issuable or amounts
payable in respect of an Option or from any other payments,
including regular compensation, to be made by the Company to the
Participant. If Common Stock is used to satisfy any such tax
withholding requirement, such Common Stock shall be valued based
on its Fair Market Value as of the date it is withheld.
(d) Section 7(a) to the contrary notwithstanding, if an Option
Agreement so provides, the Company shall lend the Participant
such amount as shall be permitted under applicable law, up to
100% of the exercise price of the shares to be acquired on
exercise of the Option to which the Option Agreement relates, for
the purpose of enabling the Participant to exercise the Option,
with the principal amount of such loan to be repayable in not
more than three annual installments; PROVIDED, that the terms of
any such loan, including the amount and maturity thereof shall
conform to any applicable requirements of the regulations of the
Board of Governors of the Federal Reserve System relating to
margin credit and to any other applicable laws and regulations.
The Participant shall pay interest on the unpaid principal
balance of any such loan at the minimum rate necessary to avoid
imputed interest or original issue discount under the Code. All
shares of Common Stock acquired with cash borrowed from the
Company shall be pledged to the Company as security for the
repayment thereof. In the discretion of the Administrator, shares
of Common Stock may be released from such pledge proportionately
as payments of the note (together with interest) are made,
provided that the release of such shares complies with the then
applicable regulations of the Federal Reserve System relating to
securities credit transactions. While shares are so pledged, and
so long as there has been no default in the installment payments,
such shares shall remain registered in the name of the
Participant, and the Participant shall have the right to vote
such shares and to receive all dividends thereon.
8. ADJUSTMENT UPON CHANGE IN COMMON STOCK. The maximum number of shares of
Common Stock which are reserved for issuance under this Plan shall be
proportionately adjusted, and the terms of outstanding Options shall be
adjusted, to such extent as the Administrator shall determine to be
equitably required to preserve the value of benefits awarded or to be
awarded to Participants under this Plan, in the event that (a) the Company
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(i) effects one or more stock dividends, split-ups, subdivisions
or consolidations of shares or (ii) engages in a transaction to
which Section 424 of the Code applies or (b) the Company issues
shares of stock of any class, or securities convertible into
shares of stock of any class, for cash or property, or for labor
or services, either upon direct sale or upon exercise of rights
or warrants to subscribe therefor, or upon merger,
reorganization, conversion of shares or obligations of the
Company convertible into such shares or other securities or (c)
there occurs any other event which, in the judgment of the
Administrator, necessitates such action. Any determination made
by the Administrator under this Section 8 shall be final and
conclusive.
9. ADJUSTMENT UPON CHANGE IN CONTROL. Upon the effective date of the
dissolution or liquidation of the Company, or a reorganization, merger or
consolidation of the Company with one or more other entities in which the
Company is not the surviving entity, or of the transfer of substantially
all of the assets or shares of the Company (any such transaction being
referred to herein as a "Terminating Event"), this Plan and any Option
granted hereunder shall terminate unless provision is made in writing in
connection with such Terminating Event for the continuance of this Plan and
for the assumption of Options theretofore granted hereunder, or the
substitution for such Options of new options issued by the successor
corporation, or the parent corporation thereof, with such appropriate
adjustments as may be determined or approved by the Administrator or its
successor, in which event this Plan and the Options theretofore granted or
substituted therefor, shall continue in the manner and on the terms so
provided. Upon the occurrence of a Terminating Event in which provision is
not made for the continuance of this Plan and for the assumption of Options
theretofore granted or the substitution for such Options of new options
issued by the successor corporation or the parent corporation thereof, (i)
each Participant to whom an Option has been granted under this Plan shall
be entitled to exercise, in whole or in part, such Participant's rights
under any such Option without regard to any restrictions on exercise that
would otherwise apply, effective as of the effective date of the
Terminating Event, and (ii) in the event a Participant shall not, prior to
the effective date of such a Terminating Event, fully exercise an Option
granted under this Plan, such Option, to the extent not previously
exercised, shall be deemed surrendered by the Participant as of the
effective date of the Terminating Event and such Participant shall receive
in exchange therefor a cash payment equal to the difference, if a positive
amount, between the Fair Market Value as of the effective date of the
Terminating Event of the shares of stock then subject to the Option and the
aggregate exercise price therefor. To the extent that a Participant has the
right to exercise, surrender or receive payment under any Option solely on
account of a Terminating Event, such exercise, surrender or payment shall
be contingent upon the consummation of such Terminating Event.
The determination as to which party to a merger or consolidation is the
"surviving entity" shall be made on the basis of the relative equity
interests of the shareholders in the entity existing after the merger or
consolidation, as follows: if following any merger or consolidation the
holders of outstanding voting securities of the Company immediately
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prior to the merger or consolidation own equity securities possessing more
than fifty percent (50%) of the voting power of the surviving entity, then
for purposes of this Plan, the Company shall be the surviving corporation.
In all other cases, the Company shall not be the surviving corporation. In
making the determination of ownership by the shareholders of an entity
immediately after the merger or consolidation, of equity securities
pursuant to this Section 9, equity securities which the shareholders owned
immediately before the merger or consolidation as shareholders of another
party to the transaction shall be disregarded. Further, for purposes of
this Section 9 only, outstanding voting securities of an entity shall be
calculated by assuming the conversion of all equity securities convertible
(immediately or at some future time) into shares entitled to vote.
Upon a "change in control" of the Company, a Participant shall have the
right, notwithstanding any restrictions that would otherwise apply, to
exercise any Option theretofore granted to such Participant unless: (i) the
Board shall have approved, authorized or consented to the change of control
and shall not have expressly permitted acceleration of vesting of Options,
or (ii) the Option Agreement relating to the Option shall provide
otherwise. To the extent a Participant has the right to exercise an Option
solely on account of a change in control, such right to exercise shall be
contingent upon the consummation of such change in control. Unless
otherwise defined by the Administrator in Agreements relating to particular
Options, a "change in control" shall be deemed to have occurred if any
"person" (as such term as used in Sections 13(d) and 14(d) of the Exchange
Act and the regulations of the SEC thereunder, each as in effect on the
effective date of this Plan, and including any such persons that may be
deemed to be acting in concert with respect to the Company or the
acquisition, ownership or voting of Company securities) becomes, directly
or indirectly, the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act and the regulations of the SEC thereunder, each as in effect
on the effective date of this Plan) of outstanding securities of the
Company representing more than 50% of the combined voting power of the
Company's then outstanding securities.
10. COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES. No Option shall be
exercisable, no Common Stock shall be issued, no certificates for shares of
Common Stock shall be delivered, and no payment shall be made under this
Plan other than in compliance with all applicable federal and state laws
and regulations (including, without limitation, withholding tax
requirements) and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right to rely on
an opinion of its counsel as to such compliance. Any share certificate
issued to evidence Common Stock for which an Option is exercised may bear
such legends and statements as the Administrator may deem advisable to
assure compliance with federal and state laws and regulations. No Option
shall be exercisable, no Common Stock shall be issued, no certificate for
shares shall be delivered, and no payment shall be made under this Plan
until the Company has obtained such consents and approvals as the
Administrator may deem advisable from regulatory bodies having jurisdiction
over such matters.
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11. GENERAL PROVISIONS.
(a) Neither the adoption of this Plan, its operation, nor any
documents describing or referring to this Plan (or any part
thereof) shall confer upon any employee any right to continue
in the employ of the Company or an Affiliate or in any way
affect any right or power of the Company or an Affiliate to
terminate the employment of any employee at any time with or
without assigning a reason therefor.
(b) No award to a Participant under this Plan shall create any
rights in such Participant as a shareholder of the Company
until shares of Common Stock are registered in the name of the
Participant.
(c) Headings are given to the articles and sections of this Plan
solely as a convenience to facilitate reference. The reference
to any statute, regulation or other provision of law shall be
construed to refer to any amendment to or successor of such
provision of law.
(d) During the lifetime of the Participant to whom the Option is
granted, the Option may be exercised only by such Participant.
Options granted under this Plan shall not be nontransferable,
other than by will or the laws of descent and distribution. No
right or interest of a Participant in any Option shall be
liable for, or subject to, any lien, obligation, or liability
of such Participant.
12. AMENDMENT. The Board may, at any time and in any manner, amend, suspend or
terminate this Plan or any award outstanding under this Plan; provided,
however, that no such amendment or discontinuance shall: (i) be made
without shareholder approval if and to the extent such approval is required
by law, agreement or the rules of any exchange or automated quotation
system upon which the Common Stock is listed or quoted; or (ii) alter or
impair the rights of Participants with respect to awards previously made
under this Plan without the consent of the holder thereof.
13. DURATION OF PLAN. No Option may be granted under this Plan after December
31, 2007.
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EXHIBIT 5.1
[TROOP MEISINGER STEUBER & PASICH - Header]
July 23, 1998
Hawthorne Financial Corporation
2381 Rosecrans Avenue
El Segundo, CA 90245
Ladies/Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") to which this letter is attached as Exhibit
5.1 filed by Hawthorne Financial Corporation, a Delaware corporation (the
"Company"), in order to register under the Securities Act of 1933, as amended
(the "Act"), 200,000 shares of Common Stock (the "Shares"), of the Company
issuable pursuant to the Company's 1995 Stock Option Plan (the "Plan").
We are of the opinion that the Shares have been duly authorized and
upon issuance and sale in conformity with and pursuant to the Plan, the Shares
will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the use of our name in the Prosepectus constituting a part
thereof.
Respectfully submitted,
/s/ Troop Meisinger Steuber & Pasich, LLP
TROOP MEISINGER STEUBER & PASICH, LLP
1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
Hawthorne Financial Corporation of Registration Statement No. 33-74800 and on
Form S-8 of our report dated January 30, 1998, appearing in the Annual Report on
Form 10-K of Hawthorne Financial Corporation for the year ended December 31,
1997, as amended.
/s/ Deloitte & Touche LLP
- ---------------------------
July 23, 1998
Los Angeles, California
