<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000
REGISTRATION NO. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
UNITED SECURITY BANCORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1259511
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
9506 NORTH NEWPORT HIGHWAY, SPOKANE, WASHINGTON 99218-1200
(Address of Principal Executive Offices) (Zip Code)
BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN
(Full title of plan)
Please send copies of all communications to:
RICHARD C. EMERY STEPHEN M. KLEIN
United Security Bancorporation Graham & Dunn PC
9506 North Newport Highway 1420 Fifth Avenue, 33rd Floor
Spokane, WA 99218-1200 Seattle, WA 98101
(360) 679-4181 (206) 624-8300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price offering registration
registered registered per share (1) price (1) fee
- ---------- ----------- ------------- --------- ---
<S> <C> <C> <C> <C>
Common shares, 108,878(2) $12.75 $1,388,194 $366.48
no par value
- ---------------------------------------------------------------------------------------------
</TABLE>
Notes:
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 ("Securities Act"), the price per share is estimated to
be $12.75 based upon the average of the high ($12.75) and the low
($12.75) trading prices of the common stock, no par value per share
("Common Stock") of United Security Bancorporation (the "Registrant") as
reported on the Nasdaq Stock Market on February 1, 2000.
2. Shares of Registrant's Common Stock issuable upon exercise of options
outstanding under the Bancwest Financial Corporation Stock Option Plan
for Outside Directors and the Bancwest Financial Corporation Stock
Option Plan (collectively, the "Plans"), together with an indeterminate
number of additional shares which may be necessary to adjust the number
of shares reserved for issuance under the Plans as a result of any
future stock split, stock dividend or similar adjustment of the
outstanding Common Stock, as provided in Rule 416(a) under the
Securities Act.
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<PAGE> 2
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, filed pursuant to Section 13(a) or 15(d) of 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 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 Shares contained in the Registrant's
Prospectus/Joint Proxy Statement dated December 30, 1998 and included in the
Registrant's Registration Statement on Form S-4 (Registration No. 333-68931),
including any amendments or reports filed for the purpose of updating such
description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered pursuant to the Plan will be passed
upon by Graham & Dunn PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington
98101.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23B.08.500 through 23B.08.600 RCW contain specific provisions
relating to indemnification of directors and officers of Washington
corporations. In general, the statute provides that (i) a corporation must
indemnify a director or officer who is wholly successful in his defense of a
proceeding to which he is a party because of his status as such, unless limited
by the articles of incorporation, and (ii) a corporation may indemnify a
director or officer if he is not wholly successful in such defense, if it is
determined as provided in the statute that the director meets a certain standard
of conduct, provided when a director is liable to the corporation, the
corporation may not indemnify him. The statute also permits a director or
officer of a corporation who is a party to a proceeding to apply to the courts
for indemnification or advance of expenses, unless the articles of incorporation
provide otherwise, and the court may order
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<PAGE> 3
indemnification or advance of expenses under certain circumstances set forth in
the statute. The statute further provides that a corporation may in its articles
of incorporation or bylaws or by resolution provide indemnification in addition
to that provided by the statute, subject to certain conditions set forth in the
statute.
Pursuant to United Security Bancorporation's ("USBN") Bylaws, USBN will
indemnify the officers, directors and employees of USBN with respect to
expenses, settlements, judgments, and fines in suits in which such person has
been made a party by reason of the fact that he or she is or was an officer,
director or employee of USBN. No such indemnification may be given if the acts
or omissions of the person are adjudged to have been taken (or failed to have
been taken) in negligence or bad faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Graham & Dunn PC, Registrant's legal
counsel, regarding legality of the Common Stock being
registered.
23.1 Consent of Graham & Dunn PC.
23.2 Consent of Moss Adams LLP.
24.1 Powers of Attorney (see the Signature Page and
certified resolutions of the Registrant's Board of
Directors).
99.1 Bancwest Financial Corporation Stock Option Plan for
Outside Directors.
99.2 Bancwest Financial Corporation Stock Option Plan.
99.3 Agreement and Plan of Merger among Registrant and BFC
and Bank of the West, dated as of November 10, 1998(1).
</TABLE>
(1) Incorporated by reference from Exhibit 2.1 to Registrant's Registration
Statement on Form S-4 (Registration No. 333-68931) declared effective on
December 28, 1998.
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;
3
<PAGE> 4
(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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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) of this section do not apply if the Registration Statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Securities 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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
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<PAGE> 5
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.
5
<PAGE> 6
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 Spokane, State of Washington, on the 18th day of
January, 2000.
UNITED SECURITY BANCORPORATION
By: s/ Richard C. Emery
-------------------------------------
Richard C. Emery
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
and appoints Richard C. Emery and Chad Galloway, 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 Registration
Statement has been signed by the following persons in the capacities indicated,
on the 18th day of January, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Richard C. Emery President, Chief Executive Officer and Director
- ------------------------------------ (Principal Executive Officer)
Richard C. Emery
/s/ Chad Galloway Vice President and Chief Financial Officer
- ------------------------------------ (Principal Financial Officer)
Chad Galloway
/s/ Keith P. Sattler Chairman of the Board
- ------------------------------------
Keith P. Sattler
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David C. Blankenship Director
- ------------------------------------
David C. Blankenship
/s/ Wesley E. Colley Director
- ------------------------------------
Wesley E. Colley
/s/ Rand Elliott Director
- ------------------------------------
Rand Elliott
/s/ David E. Frame Director
- ------------------------------------
David E. Frame
/s/ Robert J. Gardner Director
- ------------------------------------
Robert J. Gardner
/s/ Robert L. Golob Director
- ------------------------------------
Robert L. Golob
/s/ Norman V. McKibben Director
- ------------------------------------
Norman V. McKibben
/s/ Buddy R. Sampson Director
- ------------------------------------
Buddy R. Sampson
/s/ Dann Simpson Director
- ------------------------------------
Dann Simpson
/s/ Don Swartz Director
- ------------------------------------
Don Swartz
/s/ Ronald Wachter Director
- ------------------------------------
Ronald Wachter
</TABLE>
7
<PAGE> 8
INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
5.1 Opinion of Graham & Dunn PC, Registrant's legal
counsel, regarding legality of the Common Stock being
registered.
23.1 Consent of Graham & Dunn PC (included as part of the
legal opinion filed as Exhibit 5.1).
23.2 Consent of Moss Adams LLP.
24.1 Powers of Attorney (see the Signature Page and
certified resolutions of the Registrant's Board of
Directors).
99.1 Bancwest Financial Corporation Stock Option Plan for
Outside Directors.
99.2 Bancwest Financial Corporation Stock Option Plan.
99.3 Agreement and Plan of Merger among Registrant and BFC
and Bank of the West, dated as of November 10, 1998(1).
</TABLE>
(1) Incorporated by reference from Exhibit 2.1 to Registrant's Registration
Statement on Form S-4 (Registration No. 333-68931) declared effective on
December 28, 1998.
8
<PAGE> 1
EXHIBIT 5.1
February 1, 2000
The Board of Directors
United Security Bancorporation
9506 North Newport Highway
Spokane, Washington 99218-1200
RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission (the "Commission") with respect to up to
108,878 shares of common stock, no par value per share (the "Shares"), of United
Security Bancorporation, a Washington corporation ("USBN") authorized for
issuance under the Bancwest Financial Corporation Stock Option Plan for Outside
Directors - 1997 and the Bancwest Financial Corporation Stock Option Plan - 1997
(collectively, the "Plans").
In connection with the Shares that will be issued under the Plans, we
have examined the following: (i) the Plans, which are filed as Exhibits 99.1 and
99.2, respectively, to the Registration Statement; (ii) the Registration
Statement, including the remainder of the exhibits; (iii) the Agreement and Plan
of Merger among USBN, Bancwest Financial Corporation, and Bank of the West,
dated as of November 10, 1998 (the "Merger Agreement"); and (iv) 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 USBN.
Our opinion assumes that the Shares are issued in accordance with the
terms of the Plans and the Merger Agreement after the Registration Statement has
become effective under the Act.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized and that, upon the due execution by USBN and
the registration by its registrar of the Shares, issuance by USBN and receipt of
the consideration for the Shares, consistent with the terms of the Plans and the
Merger Agreement, the Shares will be validly issued, fully paid, and
nonassessable.
<PAGE> 2
United Security Bancorporation
February 1, 2000
Page 2
We 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 consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
GRAHAM & DUNN
/s/ Graham & Dunn
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
January 28, 1999 included in United Security Bancorporation's Annual Report on
Form 10-K for the year ended December 31, 1998.
/s/ Moss Adam LLP
Everett, Washington
February 1, 2000
<PAGE> 1
EXHIBIT 24.1
SECRETARY'S CERTIFICATE
UNITED SECURITY BANCORPORATION
I certify that I am the Secretary of United Security Bancorporation
("USBN"), located in Spokane, Washington, and that I have been duly elected and
am presently serving in that capacity in accordance with the Bylaws of USBN.
I further certify that:
Attached as Exhibit A is a full, true and correct copy of resolutions
passed and adopted by a majority of the Board of Directors of USBN at a meeting
of the Board duly held and convened on January 17, 2000.
The attached resolutions are in full force and effect and have not been
revoked or rescinded as of the date hereof.
IN WITNESS WHEREOF, I have affixed my signature as of this 26th day of
January 2000.
/s/ Jacqueline Barnard
----------------------------------------
Jacqueline Barnard, Secretary
<PAGE> 2
EXHIBIT A
PROPOSED RESOLUTIONS
OF
THE BOARD OF DIRECTORS
OF
UNITED SECURITY BANCORPORATION
(FOR MEETING OF JANUARY 17, 2000)
RECITALS
(BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS AND
BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN)
1. On February 1, 1999, Bancwest Financial Corporation, a Washington
corporation and bank holding company ("BFC"), merged with and into United
Security Bancorporation ("USBN"), under the terms of an Agreement and Plan of
Merger (the "Merger Agreement") among USBN, BFC and Bank of the West, dated as
of November 10, 1998.
2. On the effective date of the merger (February 1, 1999), a total of
9,936 shares of BFC common stock, no par value per share, were subject to
outstanding options under the Bancwest Financial Corporation Stock Option Plan
for Outside Directors (the "BFC Director Plan") and a total of 10,957 shares of
BFC common stock were subject to outstanding options under the Bancwest
Financial Corporation Stock Option Plan (the "BFC Officer Plan"). The BFC
Director Plan and the BFC Officer Plan are referred to collectively as the "BFC
Plans".
3. Pursuant to Section 2.8 of the Merger Agreement, all 20,893 (or
22,982 adjusted to reflect the 10% stock dividend) shares of BFC common stock
subject to unexercised options at the effective time of the merger were
automatically converted into options to purchase shares of up to 98,977 (or
108,878 adjusted to reflect the 10% stock dividend), of USBN common stock, no
par value per share, based on the merger exchange ratio of 4.7373 shares of
USBN common stock for each share of BFC common stock. No further options will
be granted under the BFC Plans.
4. USBN now wishes to register the shares of common stock issuable upon
exercise of outstanding options under the BFC Plans with the Securities and
Exchange Commission (the "SEC"), and to comply with applicable state blue sky
laws. The Board of Directors has reviewed the draft registration statement on
Form S-8 ("Registration Statement") presented at this meeting and attached as
Exhibit A to these Resolutions, and deems it appropriate and in the best
interests of USBN to take the actions necessary to register the shares of USBN
common stock required to satisfy all converted BFC options originally issuable
under the BFC Plans, and to comply with all state blue sky laws applicable to
the BFC Plans.
1
<PAGE> 3
RESOLUTIONS
[SEC REGISTRATION AND BLUE SKY FILINGS]
1. The proper officers of USBN, with the assistance of counsel, are
hereby authorized to execute and file with the SEC, and any applicable state
securities authorities, the Registration Statement and any necessary amendments
thereto, in substantially the form presented at this meeting, to cause the
shares of USBN common stock issuable pursuant to the BFC Plans to be properly
registered or otherwise exempt from registration.
[ADDITIONAL LISTING APPLICATION]
2. The Proper Officers of USBN, with the assistance of counsel, are
authorized to execute and file with The Nasdaq National Market, Inc. ("Nasdaq")
a Notification Form for Listing of Additional Shares ("Notification") and such
other documents, and any necessary amendments thereto, and to take any and all
actions as they deem necessary or appropriate to effect the additional listing
of the shares with Nasdaq in connection with the issuance of shares pursuant to
the BFC Plans, including the payment of such filing fees as may be deemed
payable for the filing of the Notification.
[POWER OF ATTORNEY]
3. The proper officers of USBN are hereby authorized to execute a Power
of Attorney for the Registration Statement appointing Richard C. Emery and Chad
Galloway, and each of them, to sign the Registration Statement and all
amendments and related documents on behalf of USBN, and to file the same with
the SEC.
[GENERAL]
4. The proper officers of USBN 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
USBN are Richard C. Emery and Chad Galloway, each with full power to act alone.
2
<PAGE> 1
EXHIBIT 99.1
BANCWEST FINANCIAL CORPORATION
STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1997
1. PURPOSE
The purpose of the BancWest Financial Corporation, (the "Company")
non-qualified Stock Option Plan Outside Directors, (the "Directors' Option
Plan"), is to promote the growth and profitability of the Company, by
placing Director in the same position as the shareholders to whom they are
responsible, to provide outside directors of the Company with an incentive
to achieve long term objectives of the Company, to attract and retain
non-employee directors of outstanding competence and to encourage outside
directors to acquire an equity investment interest in the Company, thereby
increasing share value for the shareholders.
2. RESERVED SHARES
(a) There shall be reserved and maintained an original amount of 36,000
shares of the common stock ("Common Stock") of BancWest Financial
Corp. for the use and sale, pursuant to options granted from time to
time, under the Directors Option Plan, subject to adjustment
pursuant to Section 4 herein.
The Board of Directors by a majority vote, shall determine to whom,
and the number of share options to be granted from time to time, of
the shares reserved for this purpose, subject to adjustment pursuant
to Section 4 herein.
The term "Outside Director", for purposes of this Director's Option
Plan, shall mean a member of the Board of Directors, including
Directors of Emeritus of the Company, not also serving as an employee
of the Company. Each outside director who is serving in such
capacity, on the date of such grant, may be eligible to be granted a
stock option to purchase share of the Common Stock.
The purchase price per share of the Common Stock deliverable upon the
exercise of each non-qualified stock option shall be the fair market
value of the Common Stock of the Company on the date of the grant of
the option.
(b) Fair Market Value: For the purposes of the Directors' Option Plan,
Fair Market Value, means, when used in connection with the Common
Stock on a certain date, not less than the average of the shares
sold, issued or traded by and between stockholders or between
stockholders and the Company within the preceding four month period
as recorded in the Company's stock record. If no shares have been
sold, issued or trade within the preceding four month period or if
the sale price is not available, then the price shall be prudently
determined by the Board of Directors after consideration to the most
recent sale price which is available, adjusted changes and conditions
of the Company since the most recent sale price.
1
<PAGE> 2
3. TERMS AND CONDITIONS
(a) Option Agreement. Each option shall be evidenced by a written
option agreement between the Company and the Outside Director
specifying the number of shares of Common Stock that may be
acquired through its exercise and containing such other terms and
conditions which are not inconsistent with the terms of this
Directors' Option Plan. A copy of this Directors' Option Plan shall
be attached to and be a part of each option Agreement.
(b) Termination of Option. Each Option shall expire upon the earlier of:
(i) sixty (60) months following the date of the grant, or (ii)
ninety (90) days following the date on which the Outside Director
ceases to serve in such capacity for any reason other than death.
If the Outside Director dies before fully exercising any portion of
an option then exercisable, such option my be exercised by such
Outside Director's personal representative(s), heir(s) or devisee(s)
at any time within one year following his or her death; provided,
however, that in no event shall the option be exercisable more than
sixty (60) months after, the date of its grant.
(c) Manner of Exercise. The option may be exercised from time to time,
in whole or in part, by delivering a written notice of exercise to
the Chief Executive Officer of the Company. Such notice is
irrevocable and must be accompanied by full payment of the purchase
price in cash or shares of previously acquired Common Stock of the
Company at the Fair Market Value of such shares. If previously
acquired shares of Common Stock are tendered in payment for all or
part of the exercise price, the Fair Market Value of such shares
shall be determined as of the date of such exercise, by the manner
described in Paragraph 2(b) hereof.
(d) Transferability. Each option granted hereby may be exercised only
by the Outside Director to whom it is issued or in the event of the
Outside Director's death, his or her personal representative(s),
heir(s) or devisee(s) pursuant to the terms of Section 3(b)
hereof.
(e) Optionee Shareholder Rights. The optionee shall have to rights as a
shareholder, with respect to an option granted, for shares of
Common Stock of the Company until the date optionee exercises such
option.
4. COMMON STOCK SUBJECT TO DIRECTOR'S OPTION PLAN
The shares which shall be issued and delivered upon exercise of options
granted under this Directors' Option Plan may be either authorized and
unissued shares of Common Stock or authorized and issued shares of Common
Stock held by the Company as treasury stock. The number of shares of
Common Stock reserved for issuance under the Directors' Option Plan shall
be subject adjustments pursuant to this section 4. Any shares of Common
Stock subject to an option which for any reason either terminates
unexercised or expires, shall again be available for issuance under the
Directors' Option Plan.
In the event of any change or changes in the outstanding Common Stock of
the Company by reason of any stock dividend, recapitalization,
reorganization, merger, consolidation,
2
<PAGE> 3
split-up or any similar transaction, then the number of shares of Common
Stock reserved for issuance under this Directors' Option Plan, the number
of shares of Common Stock subject to options granted under this Directors'
Option Plan, and the option price of such option, shall be automatically
adjusted to prevent dilution of enlargement of the shares reserved for
issuance and of the rights granted to an Outside Director under the
Directors' Option Plan.
Subject to any required action by the stockholders, if the Company shall
be the surviving or resulting corporation in any merger or consolidation,
then any option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Common Stock
subject to the option would have been entitled.
If a controlling interest in the Company's shares shall be purchased by
another entity or in the event of any merger or consolidation such that
the Company shall not be the surviving or resulting corporation after said
merger, the optionee hereunder shall have the right to exercise each and
every option granted prior the effective date of such sale or merger
unless the surviving or resulting corporation has adopted a resolution
ratified by its shareholders that said surviving entity shall honor the
terms of the Stock Option Agreement as if the Company had been the
surviving or resulting corporation.
5. SHAREHOLDER APPROVAL
The Directors' Option Plan shall be adopted by the Board of Directors and
any options granted thereafter shall become exercisable only upon approval
of the Directors' Option Plan by a majority of the shares represented in
person or by proxy at a duly called meeting of the shareholders. In no
event shall options granted be exercisable prior to such approval of this
Directors' Option Plan by a majority of the shares represented in person
or by proxy at a meeting of shareholders.
6. AMENDMENTS
The Board may from time to time amend, alter, suspend, or discontinue the
Directors' Option Plan or alter or amend any and all option agreements
granted thereunder; provided, however, that no such action of the Board
without approval by a vote or a majority of the shares of capital stock of
the Company shall alter provisions of the Plan so as to: (a) increase the
number of shares as to which options may be granted under the Plan; (b)
change the minimum option price from the terms outlined under Section 2
hereof; (c) decrease directly, or indirectly by cancellation and
substitution of options or otherwise, the option price applicable to any
option granted under the Plan, of an additional option under the plan; and
(d) alter any outstanding option agreement to the detriment of the Optionee
without the expressed consent of the optionee.
Nothing in this section is intended to prevent the granting to any person
holding an option under this Directors' Option Plan of an additional option
under the Plan.
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<PAGE> 4
7. ADMINISTRATION
The Directors' Option Plan shall be administered under the direction of
the Chief Executive Officer of the Company. The administrator of the Plan shall
notify the Optionee, in writing, thirty (30) days in advance of the expiration
date of any option granted.
8. USE OF PROCEEDS
The proceeds from the sale of Common Stock pursuant to the exercise of
options will be used for the Corporation's general corporate purposes,
appropriately allocated.
Adopted this __ day of __________________________.
- ----------------------------------------
Wes Colley, Chairman of the Board
- ----------------------------------------
Mark Graves, Secretary of the Board
APPROVED, this __ day of ______________________, by a majority vote of the
shares of capital stock of BANCWEST FINANCIAL CORPORATION at a regular meeting
of the Stockholders.
Number of shares voting "FOR" approval
-------------------
Number of shares voting "AGAINST" approval
-------------------
Number of shares outstanding and issued
-------------------
- ----------------------------------------
Wes Colley, Chairman of the Board
- ----------------------------------------
Mark Graves, Secretary of the Board
4
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EXHIBIT 99.2
BANCWEST FINANCIAL CORPORATION
STOCK OPTION PLAN - 1997
SECTION 1
PURPOSE:
The purpose of this Stock Option Plan (the Plan) is to provide a means
whereby certain key employees of Bancwest Financial Corporation (the Bank) may
be given an opportunity to purchase Common Stock of the holding company. The
Plan is intended to advance the interests of the Bank of encouraging stock
ownership on the part of key employees, by enabling the Bank to secure and
retain the services of highly qualified persons and by providing such key
employees with an additional incentive to make every effort to enhance the
success of the Bank.
SECTION II
STOCK SUBJECT TO OPTION:
There shall be reserved for use and sale pursuant to options granted from
time to time under the Plan an aggregate of 36,000 shares of common stock
(hereinafter called the "common stock" of the company). The Board of Directors
shall determine from year to year the number of share options which shall be
granted to key employees. The shares for which options may be granted may be
treasury or authorized but unissued shares of common stock of the Bank.
The number of shares committed pursuant to the terms of this Plan shall be
subject to an adjustment under Section IV(g) hereof.
SECTION III
PARTICIPANTS:
Persons eligible to be granted options under the Plan shall be limited to
key employees of the Bank.
To be eligible to be granted options an individual shall be a full time
employee. Because the intent of this Plan is to get Bank stock into the hands
of key, younger employees, an individual will not be eligible to accept an
option after the end of the calendar year in which he attains the age of 60
years.
SECTION IV
TERMS AND CONDITIONS OF OPTION:
(a) OPTION PRICE: The option price under each option issued shall be
determined by the administrative committee as referenced hereafter, but in no
event shall such purchase price be less than 100% of the fair market value of
the bank's common stock on the date of the grant. The term "fair market value"
shall be defined as the price at which shares of common stock were traded in
the most recent sale between non-officer shareholders in an arms-length sales
transaction. If there have been no sales within the preceding six months from
the date the option is granted, then the administrative committee shall
determine the price based upon the most recent sale prior to the six month
period and shall adjust that price because of
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changes in the financial condition and a fair estimation as to the effect of
such change on the value of the stock.
(b) TERM OF OPTION: (1) Each option granted under this Plan shall become
exercisable only after five years continued employment of the optionee with the
Bank immediately following the date the option is granted. The options granted
herein shall be exercisable in full at the end of five years for a 90 day
period. If the option is not exercised during the 90 days period following the
expiration of the five year period of employment from the date of the grant of
the option, said option shall expire and have no further value.
No option may be exercised unless the optionee, at the time of such
exercise, is an employee of the Bank and shall have been continuously so
employed since the grant of the option. Absence or leave approved by the
management of the Bank shall not be considered an interruption of employment
for any purpose under the Plan. Furthermore, in the event of death of the
employee, said employee's estate or beneficiaries shall have a period of 90
days from said optionee's death to exercise any valid options held by the
deceased optionee at the time of death. At the expiration of the 90 days period
from the date of death, any options not exercised will expire and have no
further value.
In the event an employee who holds options under this Plan becomes
permanently disabled, said optionee's rights hereunder shall continue as if said
employee was continually employed by the Bank and said optionee shall have the
right to exercise such options at the expiration of the term as defined in this
paragraph above.
(c) EXERCISE OF THE OPTION: The option, or any part thereof, shall be
exercised to the President of the Bank, specifying the number of whole shares
to be purchased and accompanied by payment in full of the aggregate option
price of the number of shares purchased.
(d) MANNER OF EXERCISE: At such time as an option is validly exercised
and the Bank has received payment in full in legal United States tender for all
shares optioned, the Bank shall, transfer or issue to the optionee at the
principal office of the Bank, or such other place as is mutually acceptable, a
certificate or certificates for such shares.
(e) NON-ASSIGNABILITY OF OPTION RIGHTS: No option shall be assignable or
transferable.
(f) TERMINATION OF EMPLOYMENT: On the termination of the active
employment of the optionee prior to the expiration of the ???? year term of
this option, all rights of optionee shall terminate unless said employee has
terminated by reason of death or permanent disability, in which case said
employees rights shall continue as provided above.
(g) ADJUSTMENTS OF CHANGES IN STOCK. The aggregate number of shares of
common stock on which options may be granted to persons participating under the
Plan; the aggregate number of shares of common stock on which options may be
granted to one persons, the number of shares thereof covered by each
outstanding option, and the price per share thereof (subject to Section IV(a)
above) in each such option, shall be proportionately adjusted for any increase
or decrease in the number of issued shares of common stock of the Bank
resulting from
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the subdivision or consolidation of shares or other capital adjustments, or the
payment of a stock dividend, or other increase or decrease in such shares,
effected without receipt of consideration by the Bank.
Subject to any required action by the stockholders, if the Bank shall be
the surviving or resulting corporation in any merger or consolidation, any
option granted hereunder shall pertain to and apply to the securities to which
a holder of the number of shares of common stock subject to the option would
have been entitled.
If a controlling interest in the Bank's shares shall be purchased by
another banking entity or in the event of any merger or consolidation such that
the Bank shall not be the surviving or resulting corporation after said merger,
the optionee hereunder shall have the right to exercise each and every option
granted prior to the effective date of such sale or merger.
(h) AGREEMENTS BY KEY EMPLOYEES: Each individual shall agree:
(1) If requested by the Bank at the time of exercise of any option,
to execute an agreement stating that he/she is purchasing the shares subject to
the option for investment and without any present intention of selling the same;
(2) That he/she will not in any way assign, pledge or encumber
his/her option.
(i) RIGHTS AS A SHAREHOLDER: The optionee shall have no rights as a
shareholder with respect to any shares of common stock of the Bank until the
date of issuance of a stock certificate to him/her for such share. No
adjustment shall be made or dividends or other rights for which the record date
is prior to the date of such issuance.
SECTION V
ADMINISTRATION:
The plan shall be administered by the Board of Directors. The Board shall
make recommendations to the Board with respect to persons who shall participate
in the Plan, the extent of their participation, and (in keeping with language
in Section II) the maximum number of shares that should be committed to options
in each calendar year.
The interpretation and construction by the Board of any provisions of the
Plan or any option granted under it and any determination by the Board pursuant
to any provision of the Plan of any such option shall be final and conclusive.
No member of the Board shall be liable for any action or determination made
hereunder.
SECTION VI
EFFECTIVE DATE:
Subject to any necessary approval by Supervisor of Banking of the State of
Washington, the Plan becomes effective upon approval by the Board of the Bank
and adoption of the Plan and related matter by the holders of two-thirds (2/3)
of the outstanding shares of common stock at a duly called meeting of
shareholders.
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SECTION VII
AMENDMENTS:
The Board may from time to time alter, amend, suspend, or discontinue the
Plan or alter or amend any and all option agreements granted thereunder;
provided, however, that no such action of the Board without the approval of
two-thirds (2/3) of the shareholders of capital stock of the Bank shall alter
provisions of the Plan so as to (a) increase the maximum number of shares as to
which options may be granted under the Plan; (b) change the minimum option
price from the terms as outlined under Section IV (a); (c) decrease directly,
or indirectly by cancellation and substitution of options or otherwise, the
option price applicable to any option granted under the Plan, of an additional
option under the Plan; (d) withdraw the administration of the Plan from the
Committee; (e) permit any member of the committee to be eligible to receiver
hold an option under the Plan; and (f) alter any outstanding option agreement
to the detriment of the optionee without the expressed consent of the optionee.
Nothing in this section is intended to prevent the granting to any person
holding an option under this Plan of an additional option under the Plan.
SECTION VIII
USE OF PROCEEDS:
The proceeds from the sale of common stock pursuant to the exercise of
options will be used for the Bank's general corporate purposes, appropriately
allocated to Capital and Surplus Accounts.
BANCWEST FINANCIAL CORPORATION
By
--------------------------------------
Chairman of the Board
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