<PAGE> 1
As Filed with the Securities and Exchange Commission on March __, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
WEST COAST BANCORP
(Exact name of issuer as specified on its charter)
OREGON 93-0810577
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5335 S.W. MEADOWS ROAD, SUITE 201
LAKE OSWEGO, OREGON 97035
(Address of principal executive offices)
WEST COAST BANCORP COMBINED 1991 INCENTIVE STOCK OPTION PLAN
AND 1991 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
Please send copies of all communications to:
CORA A. HALLAUER STEPHEN M. KLEIN, ESQ.
Senior Vice President and Secretary
West Coast Bancorp
c/o Commercial Bank Graham & Dunn, P.C.
301 Church Street 1420 Fifth Avenue
P.O. Box 428 33rd Floor
Salem, Oregon 97308 Seattle, Washington 98101
(503) 399-2909 (206) 624-8300
(Name, address including zip code, telephone number
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to Be to Be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 1,000,000 Shares(2) $18.375 $18,375,000 $6336.20
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), the price per share is estimated to be
$18.375, based on the average of the high ($19.00) and low ($17.75) trading
prices of the common stock, no par value per share ("Common Stock"), of
West Coast Bancorp (the "Registrant"), as reported on the Nasdaq Stock
Market on March 1, 1996.
(2) This number represents additional shares of Common Stock being registered
for issuance under the West Coast Bancorp Combined 1991 Incentive Stock
Option Plan and 1991 Nonqualified Stock Option Plan, as amended (the
"Plan"), together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance under
the Plan as a result of any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock, as permitted by Rule 416. A
Registration Statement on Form S-8 covering an aggregate of 137,452 shares
of Common Stock under the Plan was filed with the Securities and Exchange
Commission on January 27, 1995 (Registration No. 33-88872).
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in the
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which contains
audited financial statements for the most recent fiscal year for which such
statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Annual Report on Form 10-K referred to in (a) above.
(c) The description of the Common Stock contained in the Registrant's
Prospectus/Proxy Statement dated January 27, 1995 (the "Prospectus"), included
in the Registrant's Registration Statement on Form S-4 (Registration No.
33-88656), including any amendments or reports filed for the purpose of updating
such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Articles of Incorporation (the "Articles")
provide that the Registrant must indemnify each of its directors to the fullest
extent permitted under the Oregon Business Corporation Act (the "OBCA") against
all liabilities incurred by the director because the director is or was a
director of the Registrant, or is or was serving at the request of the
Registrant as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise. To the fullest extent permitted by
OBCA, the Registrant's Restated Bylaws (the "Bylaws") also require the
indemnification of a director or officer and permit the indemnification of an
employee or agent of the Registrant made or threatened to be made a party to a
proceeding because such person is or was a director, officer, employee, or agent
of the Registrant, including any predecessor to the Registrant which ceased to
exist in a merger or other transaction, against all liabilities (including
amounts paid in settlement) incurred in the proceeding and against expenses with
respect to the
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proceeding (including attorney fees) if: (a) the conduct of the director,
officer, employee, or agent was in good faith; (b) the director, officer,
employee, or agent reasonably believed the conduct was in the best interest of
the corporation, or at least not opposed to its best interest; and (c) in the
case of a criminal proceeding, the director, officer, employee, or agent is
likewise entitled to indemnification, except that no indemnification shall be
made, unless deemed proper by the court in which the matter is pending, if: (i)
the act of omission of the director, officer, employee, or agent was not in good
faith, involved intentional misconduct or knowing violation of law; (ii) the
director, officer, employee, or agent received an improper personal benefit;
(iii) the director, officer, employee, or agent breached a duty of loyalty to
the Registrant; or (iv) the director or officer received a distribution that is
unlawful under Oregon law. Indemnification is made pursuant to these provisions
upon a finding that the indemnitee has met the applicable standard of conduct,
which finding must be made by a majority vote of the Board of Directors, or, in
certain circumstances, by a duly designated committee of the Board of Directors,
by special legal counsel, or by the shareholders of the Registrant.
The Articles permit the Registrant to provide further indemnification
rights to its directors, officers, employees, and agents as permitted by law.
The Registrant has provided such additional indemnification rights to its
directors, officers, employees, and agents in the Bylaws, and in indemnification
agreements entered into with certain of its directors and officers.
The effect of these provisions is potentially to indemnify the
Registrant's directors from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with the Registrant.
ITEM 8. EXHIBITS.
Exhibit Number Description
5.1 Opinion of Graham & Dunn, P.C. regarding legality of the Common
Stock to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Graham & Dunn, P.C. (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Pages and certified
resolutions of the Registrant's Board of Directors)
99.1 West Coast Bancorp Combined 1991 Incentive Stock Option Plan
and 1991 Nonqualified Stock Option Plan
99.2 Form of Option Grant under West Coast Bancorp Combined 1991
Incentive Stock Option Plan and 1991 Nonqualified Stock Option
Plan
4
<PAGE> 5
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to 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 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 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 of controlling person of the Registrant in the successful defense of any
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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.
6
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Salem, State of Oregon, on the 29th day of February,
1996.
WEST COAST BANCORP
By /s/ Cora A. Hallauer
-----------------------------------
Cora A. Hallauer
Senior Vice President and Secretary
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Victor L. Bartruff, Rodney B. Tibbatts, Cora A. Hallauer and Donald
A. Kalkofen, and each of them, with full power of substitution and full power to
act without the other, as his true and lawful attorney-in-fact and agent to act
in his name, place and stead and to execute in the name and on behalf of each
person, individually and in each capacity stated below, and to file any and all
amendments to this Registration Statement, including any and all post-effective
amendments.
Pursuant to the requirements of the Securities Act, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 29th day of February, 1996.
Signature Title
--------- -----
/s/ Victor L. Bartruff Co-President and Co-Chief Executive Officer
- ---------------------- and Director (Co-Principal Executive Officer)
Victor L. Bartruff
/s/ Rodney B. Tibbatts Co-President and Co-Chief Executive Officer
- ---------------------- and Director (Co-Principal Executive Officer)
Rodney B. Tibbatts
/s/ Donald A. Kalkofen Treasurer and Chief Financial Officer
- ---------------------- (Principal Financial and Accounting Officer)
Donald A. Kalkofen
7
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/s/ Lester D. Green Chairman of the Board
- ----------------------
Lester D. Green
/s/ Gary D. Putnam Vice Chairman of the Board
- ----------------------
Gary D. Putnam
/s/ Lloyd D. Ankeny Director
- ----------------------
Lloyd D. Ankeny
/s/ Phillip G. Bateman Director
- ----------------------
Phillip G. Bateman
/s/ Chester C. Clark Director
- ----------------------
Chester C. Clark
/s/ Stanley M. Green Director
- ----------------------
Stanley M. Green
/s/ William B. Loch Director
- ----------------------
William B. Loch
/s/ Jack E. Long Director
- ----------------------
Jack E. Long
/s/ C. Douglas McGregor Director
- ----------------------
C. Douglas McGregor
Director
- ----------------------
Robert D. Morrison
/s/ J. F. Ouderkirk Director
- ----------------------
J. F. Ouderkirk
8
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EXHIBITS
Exhibit Number Description
5.1 Opinion of Graham & Dunn, P.C. regarding legality of the Common
Stock to be registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Graham & Dunn, P.C. (included in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (see Signature Pages and certified
resolutions of the Registrant's Board of Directors)
99.1 West Coast Bancorp Combined 1991 Incentive Stock Option Plan
and 1991 Nonqualified Stock Option Plan
99.2 Form of Option Grant under West Coast Bancorp Combined 1991
Incentive Stock Option Plan and 1991 Nonqualified Stock Option
Plan
9
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EXHIBIT 5.1
[LETTERHEAD OF GRAHAM & DUNN, P.C.]
March 7, 1996
Board of Directors
West Coast Bancorp
5335 S.W. Meadows Road, Suite 201
Lake Oswego, Oregon 97035
RE: WEST COAST BANCORP COMBINED 1991 INCENTIVE STOCK OPTION
PLAN AND 1991 NONQUALIFIED STOCK OPTION PLAN -- LEGAL
OPINION CONCERNING THE VALIDITY OF SECURITIES OFFERED
Ladies and Gentlemen:
We have acted as counsel to you in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 1,000,000
additional shares of common stock, no par value per share (the "Shares")
authorized for issuance under the West Coast Bancorp Combined 1991 Incentive
Stock Option Plan and 1991 Nonqualified Stock Option Plan (the "Plan"). A
Registration Statement on Form S-8 (the "Registration Statement") is being filed
under the Act with respect to the offering of the Shares.
In connection with the offering of the Shares, we have examined: (i)
the Plan, which is filed as Exhibit 99.1 to the Registration Statement; (ii) the
Registration Statement, including the remainder of the exhibits; and (iii) such
other documents as we have deemed necessary to form the opinions hereinafter
expressed. As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.
Our opinion assumes that the Shares are issued in accordance with the
terms of the Plan.
Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuances by the Company, when issued pursuant to the Plan after the
Registration Statement has become effective under the Act will be validly
issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. This consent shall not be construed to cause us to be in
the category of persons whose
<PAGE> 2
Board of Directors
West Coast Bancorp
March 7, 1996
Page 2
consent is required to be filed pursuant to Section 7 of the Act or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ GRAHAM & DUNN, P.C.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in the Form S-8 registration statement of West Coast
Bancorp pertaining to the West Coast Bancorp Combined 1991 Incentive Stock
Option Plan and 1991 Nonqualified Stock Option Plan of our reports dated January
30, 1995 incorporated by reference in West Coast Bancorp's Form 10-K for the
year ended December 31, 1994 and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Portland, Oregon
March 7, 1996
<PAGE> 1
EXHIBIT 24.1
SECRETARY'S CERTIFICATE
1. I hereby certify that I am the Secretary of West Coast Bancorp, an
Oregon corporation ("Bancorp"), and that I have been duly appointed and am
presently serving in that capacity in accordance with the Bylaws of said
Bancorp.
2. I further certify that attached as Exhibit A is a full, true and
correct copy of resolutions adopted by the Board of Directors of Bancorp on the
15th day of February, 1996.
I further certify that said resolutions are still in full force and
effect and have not been revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary of
the Corporation, this 15th day of February, 1996.
/s/ Cora A. Hallauer
-----------------------------
Cora A. Hallauer
Secretary, West Coast Bancorp
<PAGE> 2
PROPOSED RESOLUTIONS
OF THE BOARD OF DIRECTORS
OF
WEST COAST BANCORP
(FOR MEETING OF FEBRUARY 15, 1996)
RECITALS
[WEST COAST BANCORP 401(k) PLAN AND
DEFERRED COMPENSATION PLANS]
1. At a meeting of the Board of Directors (the "Board") of West Coast
Bancorp ("Bancorp") held on January 25, 1996, the Board approved the preparation
of a Registration Statement on Form S-8 for filing with the Securities and
Exchange Commission ("SEC") to register shares under Bancorp's 401(k) Plan (the
"401(k) Plan") and Directors Deferred Compensation Plan and Officers Deferred
Compensation Plan (collectively, the "Deferred Compensation Plans").
[1991 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN]
2. At the Board meeting held on January 25, 1996, the Board further
approved the preparation of a Registration Statement on Form S-8 for filing with
the SEC to register additional shares under Bancorp's 1991 Combined Incentive
and Nonqualified Stock Option Plan (the "1991 Option Plan").
3. The Board has reviewed the draft Registration Statements on Form S-8
presented at this meeting and now deems it appropriate and in the best interests
of Bancorp to take the necessary actions to register the additional shares of
Bancorp's common stock authorized for issuance under the 401(k) Plan, the
Deferred Compensation Plans and the 1991 Option Plan, and to comply with all
state blue sky laws applicable to the respective plans.
NOW, THEREFORE, BE IT RESOLVED,
RESOLUTIONS
[SEC REGISTRATION AND BLUE SKY FILINGS]
1. The proper officers of Bancorp, with the assistance of counsel, are
hereby authorized to execute and file with the SEC, and any applicable state
securities authorities, a Registration Statement on Form S-8, and any necessary
amendments thereto, in substantially the form presented at this meeting, to
cause the additional shares of Common Stock under the 1991 Option Plan to be
properly registered or otherwise exempt from registration.
2. The proper officers of Bancorp, with the assistance of counsel, are
hereby authorized to execute and file with the SEC, and any applicable state
securities authorities, a Registration Statement on Form S-8, and any necessary
amendments thereto, in substantially the form presented at this meeting, to
cause the shares of Common Stock under the Deferred Compensation Plans and the
401(k) Plan to be properly registered or otherwise exempt from registration.
<PAGE> 3
[POWER OF ATTORNEY]
3. The proper officers of Bancorp are hereby authorized to execute a
Power of Attorney for each Registration Statement, appointing Rodney B.
Tibbatts, Victor L. Bartruff, Donald A. Kalkofen or Cora A. Hallauer to sign on
behalf of Bancorp, the Registration Statements and all amendments and related
documents, and to file the same with the SEC.
[GENERAL]
4. The proper officers of Bancorp are hereby authorized and directed to
do and perform all such other acts and things, to pay all necessary fees, to
sign all such documents and certificates and to take such other steps as may be
necessary, advisable, convenient or proper to carry out the full intent of the
foregoing Resolutions, and to comply fully with all applicable rules and
regulations.
5. For purposes of the foregoing Resolutions, the proper officers of
Bancorp are Rodney B. Tibbatts, Victor L. Bartruff, Donald A. Kalkofen and Cora
A. Hallauer, with full power to act alone.
<PAGE> 1
EXHIBIT 99.1
APPENDIX A
AMENDED AND RESTATED WEST COAST BANCORP
COMBINED 1991 INCENTIVE STOCK OPTION PLAN
AND 1991 NONQUALIFIED STOCK OPTION PLAN
1. Purpose. The purpose of this Incentive Stock Option Plan and this
Nonqualified Stock Option Plan (jointly, the "Plan") is to enable West Coast
Bancorp, an Oregon corporation (the "Company"), to attract and retain in its
employ people with training, experience and ability and to provide additional
incentive to key individuals by giving them an opportunity to participate in the
ownership of the Company.
2. Shares Subject to the Plan. Except as provided in paragraph 14, the
maximum number of shares covered by options granted under the Plan in any
calendar year shall not exceed 2% of the shares of the Company's common stock,
no par value per share ("Common Stock"), outstanding on January 1 of each such
year.
3. Duration of the Plan. The Plan shall be effective as of the date the
Plan is approved by the Company's Board of Directors ("Board"), provided that
the Plan is approved by the shareholders of the Company at the next annual
meeting. Options granted under the Plan prior to such shareholder approval shall
be and are made subject to defeasance by the failure of the shareholders to
approve the Plan. The Plan shall continue in effect until terminated by action
of the Board. No Incentive Stock Option (within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended) may be granted hereunder after
ten years from the effective date of the Plan. The Board shall have the right to
suspend or terminate the Plan at any time except with respect to any options
then outstanding under the Plan.
4. Administration. The Plan shall be administered by the Board, which
shall determine and designate from time to time the individuals to whom options
shall be granted, the number of shares to be covered by each option, the option
price and the period of each such option, whether such options are incentive
stock options or nonqualified stock options and any conditions or restrictions
to which such option is subject. Subject to the provisions contained in the
Plan, the Board may from time to time adopt rules and regulations relating to
the administration of the Plan, and the interpretation and construction by the
Board of the provisions of the Plan shall be final and conclusive.
Notwithstanding the foregoing, the Board, if it so determines, may delegate to a
committee of the Board any or all authority for administration of the Plan. Any
such committee shall be constituted as to permit the Plan to qualify under Rule
16b-3 or any successor rule adopted by the Securities and Exchange Commission.
5. Eligibility. Options may be granted under the Plan to such
individuals, whether or not employees of the Company, who, in
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the judgment of the Board, will perform services of special importance to the
Company in the management, operation and development of its business, provided
that no director of the Company who is not otherwise an employee of the Company
shall be eligible to be granted options under the Plan.
6. Limitation on Amount of Grants. The aggregate fair market value
(determined at the time of grant) of stock with respect to which options under
the Incentive Stock Option Plan and under all other incentive stock option plans
(within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended) of the Company or any parents or subsidiaries, are exercisable for the
first time by the individual during any calendar year shall not exceed $100,000
or such other limit as may be prescribed by the Code from time to time. No
limitation shall apply to operations granted under the Nonqualified Option Plan.
7. Exercise Price.
(a) Subject to paragraph 9, the exercise price per share under each
option granted under the Incentive Stock Option Plan shall be determined by the
Board, but shall not be less than 100 percent of the fair market value of the
shares covered by the option on the date such option is granted.
(b) The price per share under each option granted under the
Nonqualified Stock Option Plan shall be determined by the Board and may be less
than, equal to or greater than the fair market value of the shares covered by
the option on the date such option is granted.
8. Duration of Options.
(a) Each option granted under the Incentive Stock Option Plan shall
continue in effect for the period fixed by the Board, except that no option
issued under the Incentive Stock Option Plan will be exercisable after the
expiration of ten years from the date it is granted.
(b) Each option granted under the Nonqualified Stock Option Plan
will continue for such term as may be established by the Board at the time of
grant.
9. Limitations on Grants to Certain Shareholders. Options may be
granted under the Incentive Stock Option Plan to an individual possessing more
than 10% of the total combined voting power of all classes of stock of the
Company and any parent or subsidiary only if the exercise price is at least 110
percent of the fair market value of the stock subject to the option at the time
of grant to such an individual. An option granted under the Incentive Stock
Option Plan to such an individual is not exercisable after the expiration of
five years from the date the option is granted.
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10. Nonassignability. No option shall be assignable or transferable by
the optionee except by will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death, and during the
optionee's lifetime such option shall be exercisable only by the optionee.
11. Termination of Employment.
(a) In the event the employment of the optionee by the Company or a
subsidiary shall terminate for any reason other than specified in Section 11(b)
or (c), options granted under the Plan shall expire as of the earlier of the
option's original termination date or (i) no later than 90 days after the
optionee's last day of employment in the case of Incentive Options granted under
the Plan or (ii) no later than two years after the optionee's last day of
employment in the case of Nonqualified Options granted under the Plan.
(b) In the event of the termination of the optionee's employment
because of disability, the option may be exercised by the optionee on or prior
to the expiration date of the option, or in the case of an Incentive Stock
Option, no later than one year after the termination of the optionee's
employment.
(c) In the event of the death of an optionee while an option is
outstanding, the option shall be exercisable on or prior to the expiration date
of the option or the expiration of one year after the date of such death,
whichever is earlier, but only by the person or person to whom such optionee's
rights under the option shall pass by the optionee's will or by the laws of
descent and distribution of the state or country of the optionee's domicile at
the time of death.
To the extent that the option of any deceased optionee or of any optionee whose
employment is terminated shall not have been exercised within the limited period
above provided, all further rights to purchase shares pursuant to such option
shall cease and terminate at the expiration of such period.
12. Exercise of Option. Shares may be purchased or acquired pursuant to
an option granted hereunder only upon receipt by the Company of notice of
exercise in writing from the optionee, specifying the number of shares as to
which the optionee desires to exercise the option and the date on which the
optionee desires to complete the transaction, and, unless in the opinion of
counsel for the Company such a representation is not required in order to comply
with the Securities Act of 1933, as amended, containing a representation that it
is the optionee's present intention to acquire the shares for investment and not
with a view to, or in connection with, any distribution thereof. On or before
the date specified for completion of the purchase of shares pursuant to an
option, the optionee must have paid the Company therefor the full purchase price
of said shares in cash, in previously acquired stock of the Company or a
combination of cash and previously acquired stock. At the election of the
optionee, the exercise of an option
A-3
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may be made by sequential delivery of an increasingly greater number of shares
of the Common Stock acquired through the exercise of the option (referred to a
"pyramiding") and in such event, actual delivery and issuance of shares shall
not be required but may be effected through book entries in the Company's
records. No shares shall be issued until full payment therefor has been made and
a participant shall have none of the rights of a shareholder until shares are
issued to such participant. Each optionee who has exercised an option shall,
upon notification of the amount due and prior to or concurrently with delivery
of the certificate representing the shares, pay to the Company amounts necessary
to satisfy applicable federal, state and local withholding tax requirements.
Such payment may be in cash or in shares of Common Stock equal in market value
as of the date the purchase of the option shares is completed to the amount
necessary to satisfy the withholding requirements. At the election of the
optionee, the Company shall withhold from the shares to be delivered to the
optionee upon exercise of the option such number of shares equal in market value
to the amount necessary to satisfy the withholding requirement.
13. Restrictions. The Board may grant options under the Plan subject to
vesting requirements, buy back restrictions or forfeiture provisions as the
Board deems advisable.
14. Changes in Capital Structure.
(a) Except as provided in subparagraph (b), in the event that the
outstanding shares of Common Stock are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, reclassification, stock split-up,
combination of shares, or dividend payable in shares, appropriate adjustment
shall be made by the Board in the number and kind of shares for the purchase of
which options may be granted under the Plan. In addition, the Board shall make
appropriate adjustment in the number and kind of shares as to which outstanding
options, or portions thereof then unexercised, shall be exercisable as well as a
corresponding adjustment in the exercise price per share under each option. Such
adjustment, if any, made by the Board shall be final, binding and conclusive.
(b) In the event of dissolution or liquidation of the Company or a
merger or consolidation in which the Company is not the surviving corporation,
in lieu of providing for options as provided for above in this paragraph 14, the
Board may, in its sole discretion, provide a 30-day period immediately prior to
such event during which optionees shall have the right to exercise options in
whole or in part without any limitations on exercisability.
15. Amendment of Plan. The Board may at any time and from time to time
modify or amend this Plan in such respect as it shall deem advisable because of
changes in the law while the Plan is in effect or for any other reason,
provided, however, that except as
A-4
<PAGE> 5
provided in paragraph 14 hereof no change in an option already granted to an
employee shall be made without the written consent of such optionee. Unless
approved within 11 months after adoption by the Board, by a vote of shareholders
owning not less than a majority of all shares entitled to vote and represented
at an annual meeting or a special meeting called for the purpose of such
approval, no amendment or change shall be made in the Plan which would cause the
Plan to no longer comply with Rule 16b-3 or any successor rule or other
regulatory requirement.
16. Approvals. The obligation of the Company under this Plan shall be
subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter. Shares shall not be issued with
respect to an option unless the exercise and the issuance and delivery of the
shares shall comply with all relevant provisions of law, including, without
limitation, any applicable state securities laws, the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the Internal Revenue
Code of 1986, as amended, the respective rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. Inability of the Company to obtain from
any regulatory body having jurisdiction authority deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares hereunder
shall relieve the Company of any liability for the nonissuance or sale of such
shares. The Board may require any action or agreement by an option holder as may
from time to time be necessary to comply with the federal and state securities
laws. The Company shall not be obligated to register options, or stock granted
or purchased under the Plan.
17. Employment Rights. Nothing in this Plan or any option or right
granted pursuant thereto shall confer upon any optionee any right to be
continued in the employment of the Company or any subsidiary of the Company, or
to interfere in any way with the right of the Company, in its sole discretion,
to terminate such optionee's employment at any time.
18. Issue and Transfer Taxes. The Board may agree to require the
Company to pay issuance or transfer taxes or shares issued pursuant to the
exercise of an option under the Plan.
A-5
<PAGE> 1
EXHIBIT 99.2
Name of Optionee: ________________________
OPTION GRANT
UNDER WEST COAST BANCORP
COMBINED 1991 INCENTIVE STOCK OPTION PLAN
AND NONQUALIFIED STOCK OPTION PLAN
OPTION GRANT dated the date set forth on Schedule A hereto
(hereinafter, together with this Agreement, called the "Agreement") by West
Coast Bancorp, an Oregon corporation (the "Company"), to the individual named in
Schedule A hereto (the "Optionee").
By action taken by the Board of Directors, and approved by the
Shareholders of the Company, the Company has previously adopted the Combined
1991 Incentive Stock Option Plan and 1991 Nonqualified Stock Option Plan (the
"Plan"). Pursuant to the Plan, the Company has granted an option to the Optionee
to purchase shares of its Common Stock (the "Common Stock"), thereby affording
an opportunity to the Optionee to acquire a proprietary interest in the Company
and, as a stockholder, to share in its success, with added incentive to work
effectively for and in the Company's interest.
1. Grant of Option. The Company has granted to the Optionee, as a
matter of separate agreement and not in lieu of salary or of any other
compensation for services, the right and option (the "Option") to purchase all
or any part of an aggregate number of full shares of Common Stock set forth in
Schedule A on the terms and conditions set forth herein and on Schedule A. If so
designated on Schedule A, this Option is intended to be an Incentive Stock
Option as defined in the Plan. The date of grant of the Option is the date set
forth in Schedule A.
2. Exercise Price. The purchase price of the shares of Common Stock
subject to this Option is the price per share set forth in Schedule A.
3. Term. The term of this Option shall be for the period set forth in
Schedule A or for such shorter period as prescribed in Section 10.
4. Non-Transferable. The Option shall not be transferable by the
Employee otherwise than by will or by the laws of descent and distribution, and
the Option is exercisable, during his lifetime, only by him. More particularly
(but without limiting the generality of the foregoing), the Option may not be
assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise), and shall not be subject to execution, attachment or similar
process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of any
attachment or similar process upon the Option, shall be null and void and
without effect.
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<PAGE> 2
5. Exercisable in Installments. This Option shall be exercisable with
respect to the number of shares on and after respective dates or upon the
happening of certain events as set forth in Schedule A. Once exercisable with
respect to a portion of the shares covered by this Option as set forth in
Schedule A, this Option shall remain exercisable thereafter with respect to such
portion until expiration or termination hereunder.
6. Exercise. Subject to Section 5, this Option may be exercised from
time to time in accordance with the terms of this Agreement by written notice
thereof signed and delivered by Optionee (or, in the case of exercise after
death) of Optionee, by the executor, administrator, heir or legatee of Optionee,
as the case may be) to Company at the address set forth herein for notices to
Company. Such notice shall state the number of shares as to which this Option is
exercised, the date of exercise and shall state whether payment of the exercise
price is to be in cash, by delivery of shares of the Company's Common Stock
owned by Optionee or by a combination thereof. The notice shall also state the
place and time for completing the purchase of shares covered by the notice,
which time shall be not later than 15 days after the date of notice. At the date
designated for completion of the purchase, payment for the full exercise price
shall be made, if in cash, by bank cashier's check, and if in Common Stock, by
delivery of certificates of shares of Common Stock duly endorsed for transfer.
At the election of the optionee, the exercise of an option may be made by
sequential delivery of an increasingly greater number of shares of the Common
Stock acquired through the exercise of the option (referred to as "pyramiding")
and in such event, actual delivery and issuance of shares shall not be required
but may be effected through book entries in the Company's records. Any shares of
Common Stock delivered by Optionee in full or partial payment for all or part of
the exercise price shall be valued at the publicly reported price for the last
sale, or the average of the publicly reported closing bid and asked prices, as
applicable, on the last business day preceding the date Company receives such
notice, or, if there are no publicly reported prices of the Company's Common
Stock, at the fair market value of such Common Stock, as determined in good
faith by the Board of Directors of the Company.
7. Withholding. Prior to delivery of any shares purchased upon exercise
of this Option, Company shall determine the amount of any federal or state
income tax, if any, which is required to be withheld under applicable law and
shall collect from Optionee in accordance with the Plan the amount of any such
tax to the extent not previously withheld. Such payment may be in cash or in
shares of Common Stock equal in market value as of the date the purchase of the
option shares is completed to the amount necessary to satisfy the withholding
requirements. At the election of the optionee, the Company shall withhold from
the shares to be
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<PAGE> 3
delivered to the optionee upon exercise of the option such number of shares
equal in market value to the amount necessary to satisfy the withholding
requirement.
8. Rights as Shareholder. Optionee shall not have any rights as a
shareholder with respect to any shares subject to this Option until the date
that a stock certificate for such shares as to which Optionee has exercised this
Option has been issued to Optionee. Company shall issue such certificate as
expeditiously as possible.
9. Employment Rights. The grant of this Option, execution of this
Agreement or exercise of any portion of this Option shall not confer upon
Optionee any right to, or guaranty of, continued employment by the Company, its
parent or any of its subsidiaries, or in any way limit the right of the Company
or such subsidiaries to terminate employment of the Optionee at any time.
10. Termination of Employment, Death and Disability.
(a) In the event the employment of the Optionee by the Company or a
subsidiary shall terminate by retirement or for any reason other than because of
death, physical disability or cause as hereinafter provided, the Option may be
exercised by the Optionee at any time prior to the expiration date of this
Option or the expiration of two years after the date of such termination of
employment, whichever is the shorter period, but only if and to the extent the
Optionee was entitled to exercise this Option at the date of such termination.
If this Option is designated an Incentive Stock Option on Schedule A, then the
period in which the Option may be exercised by the Optionee under this
subsection (a) shall be the shorter of the expiration date of this Option or the
expiration of 90 days after the date of such termination of employment.
(b) In the event of the termination of the Optionee's employment
because of disability (as herein defined), the Option may be exercised by the
Optionee at any time prior to the expiration date of this Option or, if the
Option is designated an Incentive Stock Option on Schedule A, the expiration of
one year after the date of such termination, whichever is the shorter period,
but only if and to the extent the Optionee was entitled to exercise this Option
at the date of such termination. For purposes of this Section 10(b), the
Optionee will be considered to be disabled if the Optionee is unable to engage
in any substantial gainful activity by reason of any medically determinable
mental or physical impairment which can be expected to result in death or which
has lasted or can be expected to last a continuous period of not less than 12
months.
(c) In the event of the death of the Optionee while in
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<PAGE> 4
the employ of the Company or a subsidiary, this Option shall be exercisable at
any time prior to the expiration date of this Option or the expiration of one
year after the date of such death, whichever is the shorter period, but only if
and to the extent the Optionee was entitled to exercise this Option at the date
of such termination and only by the person or persons to whom such optionee's
rights under this Option shall pass by the Optionee's will or by the laws of
descent and distribution of the state or country of the Optionee's domicile at
the time of death.
(d) In the event of termination of the Optionee for cause, this
Option shall automatically terminate as of the first advice or discussion
thereof, and the Optionee shall thereupon have no right to purchase any shares
pursuant to this Option. "Termination for cause" shall mean dismissal for
dishonesty, conviction or confession of a crime punishable by law (except minor
violations), intoxication while at work, fraud, misconduct or disclosure of
confidential information.
To the extent that this Option shall not have been exercised within the limited
periods above provided, all further rights to purchase shares pursuant to this
Option shall cease and terminate at the expiration of such period.
11. Agreement for Purchase and Sale. Upon receipt of notice of exercise
by Company, this Agreement shall become a contract for the purchase and sale of
the shares specified therein which, except as provided herein, shall not be
subject to termination or rescission by either party. If any law or regulation,
whether relating to securities or otherwise, requires the Company to take any
action with respect to any shares prior to the transfer thereof, or prohibits,
limits or delays the issuance thereof, then the date for payment for or delivery
of such shares, or both, shall be extended for the period reasonably necessary
to take and conclude such action, or during the period of such prohibition,
limitation or delay.
12. Securities Regulation.
(a) Compliance; Condition to Exercise. Shares of Common Stock shall
not be issued with respect to this Option unless the exercise of this Option and
the issuance and delivery of such shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the shares may then be listed,
and shall further be subject to the approval of counsel for the Company with
respect to such compliance. Inability of the Company to obtain from any
regulatory body having jurisdiction, the authority deemed
- 4 -
<PAGE> 5
by the Company's counsel to be necessary for the lawful issuance and sale of any
shares hereunder, shall relieve the Company of any liability in respect of the
non-issuance or sale of shares as to which such requisite authority shall not
have been obtained.
IMPORTANT: THE OPERATION OF THE FEDERAL OR STATE SECURITIES LAWS MAY
PROHIBIT THE ISSUANCE OF STOCK TO CERTAIN OPTIONEES UPON EXERCISE OF
OPTIONS UNLESS A REGISTRATION STATEMENT IS EFFECTIVE. ACCORDINGLY, THE
OPTIONEE HEREUNDER MAY NOT, UNDER CERTAIN CIRCUMSTANCES, BE ABLE TO
EXERCISE THIS OPTION AND PURCHASE STOCK WHEN HE OR SHE DESIRES TO DO SO
OR PRIOR TO ITS EXPIRATION OR TERMINATION. THE COMPANY HAS NO
OBLIGATION TO FILE A REGISTRATION STATEMENT RELATING TO THE SHARES
COVERED BY THIS OPTION.
(b) Representations by Optionee. As a condition to the exercise of
this Option, the Company may require the Optionee to represent and warrant at
the time of any such exercise that the shares are being purchased only for
investment and without any present intention to sell or distribute such shares,
if, in the opinion of counsel for the Company, such representation is required
by any relevant provision of the laws referred to in Section 12(a). At the
option of the Company, a stop transfer order against any shares may be placed on
the official stock books and records of the Company, and a legend indicating
that the shares may not be pledged, sold or otherwise transferred unless an
opinion of counsel is provided (concurred in by counsel for the Company) stating
that such transfer is not in violation of any applicable law or regulation, may
be stamped on the stock certificate in order to assure exemption from
registration. The Board of Directors may also require such other action or
agreement by the optionees as may from time to time be necessary to comply with
the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE
COMPANY TO UNDERTAKE REGISTRATION OF OPTIONS OR STOCK HEREUNDER.
13. Changes in Capital Structure. In the event that the outstanding
shares of Common Stock of the Company are hereafter increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, reclassification, stock split-up,
combination of shares, or dividend payable in shares, appropriate adjustment
shall be made by the Board of Directors in the number and kind of shares as to
which this Option shall be exercisable as well as corresponding adjustment in
the exercise price per share under each such Option. Such adjustment, if any,
made by the Board of Directors shall be final, binding and conclusive. In the
event of any dissolution or liquidation of the Company, or any reorganization,
merger or consolidation with one or more corporations, in lieu of providing for
options as provided for above in this Section 13, the Board of Directors of the
Company
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<PAGE> 6
may, in its sole discretion, provide a 30-day period immediately prior to such
event during which the Optionee shall have the right to exercise this Option in
whole or in part without any limitations on exercisability.
14. Reservation of Shares. Company shall set aside and reserve for the
term of this Option that number of shares of Common Stock of the Company (or
shares or other securities arising as a result of any adjustments set forth in
Section 12) which will permit Company to perform its obligations under this
Option.
15. Notices. Any notice or demand which either party may give to the
other hereunder shall be in writing and shall be effective when delivered
personally or sent by registered mail, postage prepaid, addressed, if to
Optionee, as set forth on Schedule A and if to Company, as follows:
West Coast Bancorp
5335 Meadows Road, Suite 201
Lake Oswego, OR 97035
Attention: Corporate Secretary
Either party may, by notice in writing, direct that future notices or demands be
sent to a different address.
16. The Plan. This Agreement hereby incorporates by reference all of
the provisions of the Plan, and shall in all respects be interpreted and
construed in such manner as to effectuate the intent of the Plan. In the event
of a conflict between the terms of this Agreement and the Plan, the terms of the
Plan shall prevail. All matters of interpretation of the Plan and this
Agreement, including the terms and conditions thereof and hereof and the
definitions of the words used therein and herein, shall be in the sole and final
discretion of the Board of Directors of the Company or authorized committee of
the Board of Directors.
17. Governing Law. This Option shall be governed by the laws of the
state of Oregon.
18. Shareholder Vote. If the Plan has not been approved by the
Shareholders of the Company then this Option is granted subject to the approval
of the Plan by the Shareholders at its next annual meeting. If not so approved,
then this Option shall be void.
Amended this _____ day of _______________________, 1995
WEST COAST BANCORP
By ____________________________
Its Chairman
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<PAGE> 7
OPTION GRANT
SCHEDULE A
1. Name and Address of Optionee:
------------------------------------
------------------------------------
------------------------------------
2. The date of this Option is:
------------------------------------
3. Date of Grant of this Option:
------------------------------------
4. This Option is ( ) is not ( ) an Incentive Stock Option. No indication
means this Option is not an Incentive Stock Option.
5. Number of shares of Common Stock covered by this Option: shares.
----------
6. Purchase price per share: $
-----------------------------
7. This Option expires on:
-----------------------------
8. This Option shall become exercisable in increments with respect to the
following numbers of shares as set forth below:
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Once exercisable with respect to any shares, this Option shall remain
exercisable with respect to such shares, subject to Section 10 of this
Option, until expiration or termination.
EXECUTED this day of , 1995.
---- ------------------
OPTIONEE: BANCORP:
WEST COAST BANCORP
- -----------------------
Printed Name
By:
- ----------------------- -----------------------
Signature
Title:
--------------------
<PAGE> 8
ACCEPTANCE AND ACKNOWLEDGMENT
I, a resident of the State of __________________, accept the ( )
incentive ( ) nonqualified stock option described above and in the Plan, and
acknowledge receipt of a copy each of this Option Grant, the Plan and the Plan
Summary. I have read and understand the Plan.
Dated: _____________________
_________________________________ _____________________________
Taxpayer I.D. Number Name of Optionee
<PAGE> 9
NOTICE OF EXERCISE OF STOCK OPTION
To: West Coast Bancorp ("Bancorp")
I, a resident of the State of _______________, hereby exercise my ( )
incentive ( ) nonqualified stock option granted by Bancorp on
______________________, subject to all the terms and provisions thereof and of
the Plan, and hereby notify Bancorp of my desire to purchase ________ shares of
the common stock, without par value per share, of Bancorp ("Common Stock") at
the exercise price of $ _____ per share which were offered to me pursuant to
said option.
I hereby represent and warrant that (1) I have been furnished a copy of
the Plan, the Plan Summary and all information which I deem necessary to
evaluate the merits and risks of the purchase of the Common Stock; and (2) I
have been given the opportunity to obtain any additional information I deem
necessary to verify the accuracy of any information obtained concerning the
Common Stock and Bancorp.
Dated: __________________
______________________________ ______________________________
Taxpayer I.D. Number Printed Name of Optionee
______________________________
Signature of Optionee
Address ______________________
______________________________
______________________________
<PAGE> 10
RECEIPT
_________________________ hereby acknowledges receipt from
____________________ ("Optionee") in payment for __________ shares of common
stock, without par value ("Common Stock"), of West Coast Bancorp, an Oregon
corporation ("Bancorp"), of $ _________ in the form of:
/ / Cash
/ / Check (personal, cashier's or bank certified)
/ / ___________ shares of Bancorp's Common Stock, fair
market value $ _________ per share held by the
Optionee for a period of at least six months
/ / Copy of irrevocable instructions to Broker
Date: ________________ ______________________________
Signature
______________________________
Printed Name
For: West Coast Bancorp
