<PAGE>
As filed with the Securities and Exchange Commission on August 12, 1997
Registration No.33-
------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------------
FIRSTFED FINANCIAL CORP.
(Exact name of issuer as specified in its charter)
DELAWARE 95-4087449
(State of Incorporation) (I.R.S. Identification Number)
401 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA 90401
(Address of Principal (Zip Code)
Executive Offices)
1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
(Full Title of Plan)
ANN E. LEDERER
Senior Vice President
FirstFed Financial Corp.
401 Wilshire Boulevard
Santa Monica, California 90401
(Name and address of agent for service)
(310) 319-6039
(Telephone number, including area code, of agent for service))
______________________
With a copy to:
RANDY E. NONBERG, Esquire
Law Offices of Randy E. Nonberg
17383 Sunset Boulevard, Suite A-350
Pacific Palisades, California 90272
(310) 573-1600
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Amount of
Title of Securities Amount to be Offering Price per Maximum Registration
to be registered Registered share (1) Aggregate Offering Fee (1)
Price (1)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value 200,000 $32.937 $6,787,400.00 $2,056.78
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(h) promulgated under the Securities Act of 1933, based upon the
average of the high and low prices reported of the Common Stock of FirstFed,
Financial Corp. as reported on the New York Stock Exchange on August 8, 1997.
<PAGE>
FIRSTFED FINANCIAL CORP.
1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
PROSPECTUS DATED AUGUST 12, 1997
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
This Prospectus relates to 200,000 shares of Common Stock, par value $0.01
per share (the "Common Shares"), of FirstFed Financial Corp. (the "Company")
which are hereby offered for issuance by the Company to certain Nonemployee
Directors of the Company and its subsidiaries under the Company's 1997
Nonemployee Directors Stock Incentive Plan (the "Plan"). The number of shares
issuable under the Plan is subject to adjustment upon the occurrence of certain
specified events. The Company is the sole issuer of the stock offered hereby.
Quotations for the Common Shares are reported on the New York Stock Exchange
under the symbol FED. The Company's principal executive office is located at
401 Wilshire Boulevard, Santa Monica, California 90401, and its telephone number
is (310) 319-6000. This Prospectus does not cover the resale of any shares
issued herein.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Common Shares issuable pursuant to the Plan (the
"Registration Statement"). This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto.
Statements contained in this Prospectus as to the contents of the Plan are not
necessarily complete, and in each instance reference is made to the copy of the
Plan filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
Purchasers of Common Shares under the Plan, other than persons who are
affiliates of the Company within the meaning of the Securities Act, may resell
the shares in any way permitted by law and the Plan, as applicable. Affiliates
of the Company may sell or transfer shares only in accordance with the
provisions of Rule 144 under the Securities Act, pursuant to an effective
registration statement covering such resales or pursuant to an effective
exemption from the registration requirements of the Securities Act. This
Prospectus may not be used by affiliates for the reoffer or resale of shares
obtained pursuant to the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
________________________________________
The date of this Prospectus is August 12, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus in connection with
the offer contained herein and if given or made, such information or
representation should not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby, nor shall there be any
sale of the securities by anyone, in any state where such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state, or in which the person making such offer or
solicitation is not qualified to do so, or to any person to whom it is unlawful
to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that the information set forth herein is correct as of any time
subsequent to the date of this Prospectus.
The following documents of the Company heretofore filed with the Commission
are hereby incorporated by reference:
(1) Prospectus, dated December 12, 1988, filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended; and
(2) The description of the Company's Common Stock contained in the
Company's rRegistration Statement on Form 8-A, dated May 28, 1987, filed with
the Commission pursuant to Section 12 of the 1934 Securities Exchange Act of
1934, as amended (the "Exchange Act").
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder have been sold
or which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Prospectus and to be a part hereof
from the date of filing of such reports and documents.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY
OF ANY AND ALL OF THE INFORMATION INCORPORATED BY REFERENCE IN THIS PROSPECTUS
(NOT INCLUDING EXHIBITS TO THE INFORMATION THAT IS INCORPORATED BY REFERENCE
UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO THE
INFORMATION THAT THIS PROSPECTUS INCORPORATES) AND OTHER DOCUMENTS REQUIRED TO
BE DELIVERED UNDER RULE 428(b) PROMULGATED UNDER THE SECURITIES ACT. WRITTEN
REQUESTS SHOULD BE DIRECTED TO FIRSTFED FINANCIAL CORP., 401 WILSHIRE BOULEVARD,
SANTA MONICA, CALIFORNIA 90401, ATTENTION: ANN E. LEDERER. TELEPHONE REQUESTS
SHOULD BE DIRECTED TO ANN E. LEDERER, THE COMPANY'S SENIOR VICE PRESIDENT AND
SECRETARY AT (310) 319-6000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General Description of the Plan............................................ 4
Administration............................................................. 4
Amendment and Termination.................................................. 4
Shares Subject to Stock Options............................................ 5
Grant of Stock Options..................................................... 5
Eligible Participants...................................................... 6
Restrictions on Resale..................................................... 7
Federal Income Tax Consequences............................................ 7
Nonassignability........................................................... 7
</TABLE>
<PAGE>
1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
-----------------------------------------------
GENERAL
The purpose of the 1997 Nonemployee Directors Stock Incentive Plan (the
"Plan") is to provide incentives that will attract and retain highly competent
persons as Nonemployee Directors of FirstFed Financial Corp. (the "Company") by
providing them with opportunities to acquire a proprietary interest in the
Company by the grant to such persons of nonqualified Stock Options which may
result in their ownership of Common Stock of the Company. The Plan was adopted
by the Board of Directors of the Company on January 30, 1997 and approved by the
stockholders of the Company at the Company's Annual Meeting held on April 23,
1997.
The Plan authorizes the granting of Nonstatutory Stock Options ("Option" or
"Stock Option") for shares of the Company's Common Stock ("Common Stock") to
selected Nonemployee Directors. Options granted pursuant to the Plan shall not
qualify as incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
The Plan is not subject to any provisions of the Employment Retirement
Income Security Act of 1974 ("ERISA") and is not required to be qualified under
Section 401(a) of the Code.
Administration
- --------------
The Plan shall, to the extent possible, be self-effectuating. The Plan
will be administered by the Board of Directors of the Company (the "Board").
The Board is authorized and empowered to administer the Plan, which shall
include, but shall not be limited to, the authority to construe and interpret
the Plan and any agreements defining the rights and obligations under the Plan,
to prescribe, amend and rescind rules and regulations relating to the Plan,
further define terms used in the Plan, and make all other determinations
necessary or advisable for the administration thereof.
The Board may at any time, or from time to time, delegate any or all of its
authority to a Committee consisting of three or more directors of the Company,
each of whom has not been eligible at any time within one year before
appointment to such committee to receive an Option under the Plan.
Amendment and Termination
- -------------------------
The Plan will terminate ten years and one month after adoption by the
Board, unless sooner terminated by the Board or the Committee. Any such
termination shall not effect any Option granted prior to such termination. The
Board or the Committee also has the power to interpret the Plan and to
prescribe, amend and rescind rules and regulations relating to the Plan, and to
make all other determinations necessary or advisable for the administration of
the Plan. Amendments of the Plan shall be subject to any required regulatory
approval and approved by stockholders if required.
Upon the effective date of dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company with one or more
other corporations as a result of which the Company is not the surviving
corporation or as a result of which the outstanding Common Stock is converted
into or exchanged for cash or securities of another isser or both, or upon the
sale of all or
<PAGE>
substantially all the assets of the Company, all restrictions applicable to the
exercise of outstanding Stock Options shall continue in full force and effect
and provision shall be made in connection with such transaction for the
continuance of the Plan and the assumption of the outstanding Stock Options by
or the substitution for such Stock Options of new options covering the stock of
the successor corporation, or a parent or subsidiary thereof of the Company with
appropriate and proportionate adjustment in the number and kind of shares or
other security, and the price for each share or other security subject to such
Options.
The description of the Plan set forth below does not purport to be complete
and is qualified in its entirety by the Plan itself (a copy of which is filed as
Exhibit 4 to the Registration Statement of which this Prospectus is a part and
is incorporated herein by this reference). Each holder also should refer to his
or her own agreement(s) for the particular terms of his or her Stock Options.
INFORMATION CONCERNING THE PLAN AND THE MEMBERS OF THE BOARD IS AVAILABLE
FROM THE COMPANY'S CORPORATE SECRETARY AT THE COMPANY'S PRINCIPAL EXECUTIVE
OFFICE, LOCATED AT 401 WILSHIRE BOULEVARD, SANTA MONICA, CALIFORNIA 90401, OR BY
TELEPHONE AT (310) 319-6000.
SHARES SUBJECT TO OPTIONS
Stock Options granted pursuant to the Plan shall be Stock Options to
purchase Common Stock of the Company. The maximum aggregate number of shares
which may be delivered upon the exercise of all Stock Options is 200,000 shares,
subject to adjustment as provided above.
Grant of Stock Options
----------------------
Each person serving as a Nonemployee Director as of the Effective Date of
the Plan has been granted a Stock Option to purchase 4,000 shares of Common
Stock, which grant was priced and is effective as of January 30, 1997. These
shares shall be vested on January 31, 1998. Whenever any person shall become a
Nonemployee Director, there shall be granted to such person, automatically
(without any action by the Administrator) a Stock Option to purchase 2,000
shares of Common Stock, which shares shall vest at the first Board meeting
attended by such director thereafter.
To each person serving as a Nonemployee Director on the Effective Date of
the Plan, an annual grant of an Option to purchase 2,000 shares of Common Stock
shall be granted automatically on the date of the first Board meeting each
January of each calendar year after 1997 during the term of the Plan. As to
each person who becomes a Nonemployee Director after the Effective Date of the
Plan, on the anniversary date of such person having become a Nonemployee
Director, there shall be granted automatically to each such person an Option to
purchase 2,000 shares of Common Stock.
Stock Options generally will be exercisable in such installments and at
such times as the Board or the Committee may determine; however, no Nonemployee
Director shall receive more than one Stock Option in any calendar year. In no
event will an Option be exercisable after ten years from the date of grant. The
Stock Options under this Plan will be exercisable only by delivery to
the Company of written notice of
<PAGE>
exercise, together with the full Stock Option price of the shares purchased,
which may be paid, either in full or in part, in cash or with Common Stock
valued at its fair market value on the date of exercise of the Stock Option.
If a participant's services as a member of the Board terminate by reason of
death, Disability, or Normal Board Retirement, an Option granted hereunder held
by such participant shall be automatically accelerated with respect to its
exercisability and shall become immediately exercisable in full for the
remaining number of shares of Common Stock subject to such Option for one year
after the date of such termination or until the expiration of the stated term of
such option, whichever period is shorter, and thereafter such Option shall
terminate; provided, however, that if a participant dies or suffers a Disability
during said one year period after Normal Board Retirement, such Option shall
remain exercisable in full for a period of one year after the date of such death
or Disability, or until the expiration of the stated term of such Option,
whichever period is shorter, and then such Option shall terminate.
If a participant's services as a member of the Board terminate for any
other reason, any portion of an Option granted hereunder held by such
participant which is not then exercisable shall terminate and any portion of
such Option which is then exercisable may be exercised for sixty (60) days after
the date of such termination or until the expiration of the stated term of such
Option.
ELIGIBLE PARTICIPANTS
Stock Options may be granted under the Plan only to Nonemployee Directors of the
Company, or its subsidiaries. "Nonemployee Director" shall mean a member of the
Board who is not an officer or employee of the Company or any of its subsidiary
corporations at the time of determination.
RESTRICTIONS ON RESALE
The acquisition and disposition of Common Stock by Insiders (an
officer, director or beneficial owner of more than 10% of the Company's Common
Stock) acquired pursuant to the 1994 Stock Option and Stock Appreciation Rights
Plan could be subject to the provisions of Section 16(b) of the Exchange Act,
under which any purchase of Common Shares within six months before or after any
sale of Common Stock could result in recovery by the Company of all or a
portion of any amount by which sale proceeds exceed purchase price. Insiders
are required to file reports of changes in beneficial ownership under Section
16(a) of the Exchange Act upon acquisitions and dispositions of Common
Stock. The issuance of Stock Options under the Plan is an exempt
"purchase" under Section 16(b), pursuant to Rule 16b-3, provided that the Stock
Option or underlying Common Stock issued pursuant to the Plan is or are
held for at least six months from the date of the issuance under the Plan. The
exercise of a Stock Option or other similar rights granted under the Plan
will be an exempt "purchase" for purposes of Section 16(b). Pursuant to Rule
16b-3, if an Insider pays the exercise price of a Stock Option under the Plan by
surrendering previously owned Common Stock, such surrender will not be
deemed to be a "sale" for purposes of Section 16(b). Insiders should consult
counsel before engaging in any transactions in Common Stock or in
securities derivative of Common Stock granted pursuant to the Plan.
<PAGE>
FEDERAL INCOME TAX CONSEQUENCES
Prior to the exercise of a Stock Option or the disposition of Common Stock
acquired upon the exercise of a Stock Option, each holder should consult with
his or her own tax adviser as to the federal and state tax consequences of such
exercise or disposition. The Plan is not qualified under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and is not subject to the
Employee Retirement Income Security Act of 1974.
The following is a brief description of the federal income tax treatment
which will generally apply to Stock Options under the Plan, which does not
purport to be complete. Reference should be made to applicable provisions of
the Code:
Under present regulations providing that an Stock Option does not have a
readily ascertainable fair market value unless it is freely transferable and
meets certain other conditions, an optionee who is granted a Nonstatutory Option
will not realize taxable income at the time the Stock Option is granted.
Generally, if an optionee exercises the Stock Option, he or she will be taxed in
the year of exercise at ordinary income tax rates on an amount equal to the
excess of the fair market value of the shares on the date of exercise over the
Stock Option price. The Company will receive a corresponding business
expense deduction. The optionee's basis in the shares so acquired will be equal
to the Stock Option price plus the amount of ordinary income upon which he or
she is taxed. Upon subsequent disposition of the shares, he or she will realize
capital gain or loss, long-term or short term, depending upon the length of time
he or she has held the shares since the Stock Option was extended.
NON-ASSIGNABILITY
Options shall not be transferable by the participants other than by will or
the laws of descent and distribution, or pursuant to the terms of a "qualified
domestic relations order" as such term is defined in the Code, and during the
lifetime of a participant shall be exercisable only by such participant, except
that to the extent permitted by applicable law, and Rule 13-b promulgated by the
Securities and Exchange Commission under the Exchange Act, the Administrator may
permit a Participant to designate in writing during his or her lifetime a
beneficiary to receive and exercise Options in the event of such Participant's
death. Any attempt to transfer, assign, hypothecate or otherwise dispose of, or
to subject to attachment, execution, or similar process, an Option granted under
the Plan contrary to the provisions thereof shall be void and ineffective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission are hereby incorporated into this
Registration Statement by reference:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
<PAGE>
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated May 28, 1987,
filed with the Commission pursuant to Section 12 of the 1934 Act;
(4) All other reports filed with the Commission by the Company pursuant to
Sections 13 or 15(d) of the 1934 Act since December 31, 1987.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all such 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 reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
officer, director, employee or agent, who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, against certain expenses, judgments, fines, settlements and other
amounts under certain circumstances. The Company's Certificate of Incorporation
and Amended Bylaws require indemnification of the Company's directors and
officers to the extent such indemnification is permitted under Delaware General
Corporation Law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 FirstFed Financial Corp. 1997 Nonemployee Directors Stock
Incentive Plan.
<PAGE>
4.2 Form of Stock Option Agreement under the 1997 Nonemployee
Directors Stock Incentive Plan.
5 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (included on page 5 of this Registration
Statement).
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
<PAGE>
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to such securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause
to be delivered with the Prospectus, to each person to whom the Prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or
cause to be delivered, to each person to whom the Prospectus is sent or given
the latest quarterly report that is specifically incorporated by reference in
the Prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on August 12,
1997.
FIRSTFED FINANCIAL CORP.
By: /s/ ANN E. LEDERER
--------------------------------
Ann E. Lederer,
Senior Vice President
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Babette E. Heimbuch, James P. Giraldin
and Ann E. Lederer or such officer of FirstFed Financial Corp., as they may
designate, or any one of them, his or her true and lawful attorneys-in-fact and
agents with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities to sign any or all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES ON NEXT PAGE
<PAGE>
Signature Title(s) Date
--------- -------- ----
/s/ WILLIAM S. MORTENSEN Chairman of the Board, July 27, 1997
- ------------------------
William S. Mortensen Director
/s/ BABETTE E. HEIMBUCH President, Chief Executive Officer, July 27, 1997
- ----------------------- Director (Principal Executive Officer)
Babette E. Heimbuch
/s/ JAMES P. GIRALDIN Senior Executive Vice President, July 27, 1997
- --------------------- Chief Operating Officer
James P. Giraldin
/s/ DOUGLAS GODDARD Executive Vice President,
- ------------------- Chief Financial Officer
Douglas Goddard (Principal Financial Officer;
Principal Accounting Officer) July 27, 1997
/s/ CHRISTOPHER M. HARDING Director July 27, 1997
- --------------------------
Christopher M. Harding
/s/ JAMES L. HESBURGH Director July 27, 1997
- ---------------------
James L. Hesburgh
/s/ CHARLES F. SMITH Director July 27, 1997
- --------------------
Charles F. Smith
/s/ STEVEN L. SOBOROFF Director July 27, 1997
- ----------------------
Steven L. Soboroff
/s/ JOHN R. WOODHULL Director July 27, 1997
- --------------------
John R. Woodhull
/s/ WILLIAM G. OUCHI Director July 27, 1997
- --------------------
William G. Ouchi
/s/ WILLIAM P. RUTLEDGE Director July 27, 1997
- -----------------------
William P. Rutledge
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Sequentially Numbered page/*/
- ----------------------------- ------------------------------ -----------------------------
<S> <C> <C>
4.1 FirstFed Financial
Corp. 1997 Nonemployee Directors
Stock Incentive Plan
4.2 Form of Stock Option Agreement
under the 1997 Nonemployee Directors
Stock Incentive Plan
5 Opinion of Counsel as
to legality of securities
being registered.
23.1 Consent of Independent
Auditors.
23.2 Consent of Counsel (included
in Exhibit 5).
24 Power of Attorney (included in
signature page).
</TABLE>
- ----------------------------------
/*/ This information appears only in the manually signed copy of this
Registration Statement retained by FirstFed.
<PAGE>
EXHIBIT 4.1
1997 NONEMPLOYEE DIRECTORS STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The purpose of the 1997 Nonemployee Directors Stock Incentive Plan of
FirstFed Financial Corp. (the "Plan") is to provide incentives that will
attract and retain highly competent persons as Nonemployee Directors of
FirstFed Financial Corp. (the "Company") by providing them with opportunities
to acquire a proprietary interest in the Company by the grant to such persons
of nonqualified Stock Options which may result in their ownership of Common
Stock of the Company.
2. DEFINITIONS.
(a) "Act" means the Securities Act of 1933, as amended.
(b) "Administrator" shall mean the Board or if and to the extent the Board
delegates any of its authority hereunder in accordance with Section 4(b)
hereto, the Committee.
(c) "Board" means the Board of Directors of the Company.
(d) "Committee" means a committee appointed by the Board to administer the
Plan pursuant to Section 4(b) hereof.
(e) "Common Stock" means the common stock, $1.00 par value, of the Company.
(f) "Company" means FirstFed Financial Corp.
(g) "Date of Grant" means the date determined as set forth in section 6
hereof.
(h) "Disability" means any medically determinable physical or mental
impairment of a Participant, as determined by the Administrator, in its
complete and sole discretion, which is expected to last for a period of at
least 180 days, as a result of which such Participant is unable to engage in
any substantial gainful activity. All determinations as to Participant
disabled status or the date and extent of any disability shall be made by the
Administrator upon the basis of such information as it deems necessary or
desirable.
(i) "Eligible Participant" means a Nonemployee Director.
(j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(k) "Fair Market Value" on a given date means (i) the last reported sales
price for the Common Stock on the trading day first preceding the date as of
which such determination is made, as reported by the New York Stock Exchange
(or, if the Common Stock is not then listed on the New York Stock Exchange,
such other national securities exchange on which the Common Stock is listed),
(ii ) if the Common Stock is not then listed on a national securities
exchange, the last reported price quotation for the Common Stock on the
trading day first preceding the date as of which such determination is made as
reported by National Association of Securities Dealers Automatic Quotation
System (NASDAQ) or any successor thereto, or (iii) if no such quotations are
available, the fair market value of a share of such stock shall be deemed the
last reported sales price furnished by a professional securities dealer making
a market in such shares, as selected by the Board of Directors, for the
trading date first preceding the date on which such determination is made.
(l) "Nonemployee Director" means a member of the Board who is not an officer
or employee of the Company or any of its subsidiary corporations at the time
of determination.
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(m) "Normal Board Retirement" means, in conjunction with termination of a
Participant's services as a member of the Board for any reason other than
death or Disability, the determination of the Administrator or the Executive
Committee of the Board that such termination constitutes Normal Board
Retirement. In the absence of such a determination, termination of a
Participant's services as a member of the Board shall be deemed to be for
reasons other than Normal Board Retirement.
(n) "Option" or "Stock Option" means a stock option that does not qualify as
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
(o) "Option Agreement" means an option agreement signed by the Company and
the Participant in such form and including such terms and conditions not
inconsistent with the Plan as the Administrator may in its discretion from
time to time determine.
(p) "Participant" means any Eligible Participant who receives Options
pursuant to Section 6 hereof.
(q) "Plan" means the 1997 Nonemployee Directors Stock Incentive Plan as set
forth herein, and as it may be amended from time to time.
3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) Subject to the provisions of Section 3(c) and Section 8 of the Plan, the
aggregate number of shares of Common Stock that may be issued or transferred
or exercised pursuant to Options granted under the Plan will not exceed
200,000.
(b) The shares to be delivered under the Plan will be made available, at the
discretion of the Administrator, either from authorized but unissued shares of
Common Stock or from previously issued shares of Common Stock reacquired by
the Company, including shares purchased on the open market.
(c) Shares of Common Stock subject to an unexercised portion of any Stock
Option granted under the Plan which expires or terminates or is canceled will
again become available for the grant of further Options hereunder.
4. ADMINISTRATION OF THE PLAN.
(a) The Plan shall, to the extent possible, be self-effectuating. The Plan
will be administered by the Board. The Board is authorized and empowered to
administer the Plan, which administration shall include (but is not limited
to) authority to (i) construe and interpret the Plan and any agreements
defining the rights and obligations of the Company and Participants under the
Plan; (ii) prescribe, amend and rescind rules and regulations relating to the
Plan; (iii) further define the terms used in the Plan; (iv) determine the
rights and obligations of Participants under the Plan; and ( v) make all other
determinations necessary or advisable for the administration of the Plan. Each
Option granted under the Plan shall be evidenced by an Option Agreement.
(b) The Board of Directors may, in its discretion, delegate any or all of
its authority under the Plan to a committee consisting of three or more
directors of the Company, each of whom has not been eligible at any time
within one year before appointment to such committee to receive an Option
under the Plan, except the Board may not delegate the powers set forth in
Section 8, 14(a), or 15 hereof or powers which, under applicable law, are
nondelegable.
(c) No member of the Board or the Committee will be liable for any action or
determination made in good faith by the Board or the Committee with respect to
the Plan or any Option under it, including, without limitation, adjustments
pursuant to Section 8. In making determinations under the Plan, the Board or
the Committee may obtain and may rely upon the advice of independent counsel
and accountants and other advisors to the Company. No member of the Board or
the Committee, nor any officer of the Company shall be liable for any such
action or determination taken or made in good faith with respect to the Plan
or any Option granted hereunder.
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<PAGE>
5. PARTICIPATION.
Options shall be granted to each Nonemployee Director exclusively in
accordance with the provisions set forth in Section 6 hereof.
6. AUTOMATIC OPTION GRANTS.
(a) Initial Grant.
(i) Each person serving as a Nonemployee Director as of the Effective
Date of the Plan shall be granted automatically (without any action by the
Administrator) a Stock Option to purchase 4,000 shares of Common Stock,
which grant shall be priced and effective as of January 30, 1997. These
shares shall be vested on January 31, 1998.
(ii) Whenever any person shall become a Nonemployee Director, there shall
be granted to such person, automatically (without any action by the
Administrator), a Stock Option (the Date of Grant of which shall be the
date such person shall have become a Nonemployee Director) to purchase
2,000 shares of Common Stock (subject to adjustment pursuant to Section 8
hereof), which shares shall vest at the first Board meeting attended by
such director thereafter.
(b) Annual Grant.
(i) As to each person serving as a Nonemployee Director on the Effective
Date of the Plan, on the date of the first Board meeting each January of
each calendar year after 1997 during the term of the Plan, there shall be
granted automatically (without any action by the Administrator) a Stock
Option (the Date of Grant of which shall be such date in January) to each
such Nonemployee Director then in office to purchase 2,000 shares of Common
Stock (subject to adjustment pursuant to Section 8 hereof). These shares
shall be vested one year after the Date of Grant.
(ii) As to each person who becomes a Nonemployee Director after the
Effective Date of the Plan, on the anniversary date of such person having
become a Nonemployee Director, there shall be granted automatically
(without any action by the Administrator) a Stock Option (the Date of Grant
of which shall be such anniversary date) to each such Nonemployee Director
then in office to purchase 2,000 shares of Common Stock (subject to
adjustment pursuant to Section 8 hereof). These shares shall be vested one
year after the Date of Grant.
(c) Notwithstanding the provisions of paragraphs (a) and (b) above, no
Nonemployee Director shall receive more than one Stock Option under this
Section 6 in any calendar year.
7. TERMS AND CONDITIONS OF STOCK OPTIONS.
(a) Purchase Price. The purchase price of Common stock under each Stock
Option granted under Section 6 will be equal to the Fair Market Value of the
Common Stock on the Date of Grant.
(b) Exercise Period. Stock Options may be exercised from time to time in
accordance with the terms of the applicable Option Agreement and this Section
7. No Stock Option granted pursuant to Section 6 hereof shall be exercised
prior to the first anniversary of its Date of Grant. Notwithstanding anything
to the contrary in the Plan or any Option Agreement hereunder, no Option
granted hereunder shall be exercised after ten years and one month from its
Date of Grant.
(c) Payment of Purchase Price. Upon the exercise of a Stock Option, the
purchase price will be payable in full in cash or its equivalent acceptable to
the Company. In the discretion of the Administrator, the purchase price may be
paid by the assignment and delivery to the Company of shares of Common Stock
or a combination of cash and such shares equal in value to the exercise price.
Any shares so assigned and delivered to the Company in payment or partial
payment of the purchase price will be valued at their Fair Market Value on the
exercise date.
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<PAGE>
(d) No Fractional Shares. No fractional shares will be issued pursuant to
the exercise of a Stock Option, nor will any cash payments be made in lieu of
fractional shares.
(e) Exercisability. Except as provided in the Option Agreement for any
Option granted hereunder or subsection (f) or (g) hereof, a Participant may
not, until the end of the second year after the Date of Grant of an Option
granted under Section 6 hereof, purchase by exercise of such Option an
aggregate of more than 50% of the total number of shares subject to such
Option. At any time on or after the second anniversary of such Date of Grant
with respect to Options granted under Section 6 hereof until such Option
expires or terminates, a Participant may purchase all or any part of the
shares that he or she theretofore failed to purchase under such Option
Agreement.
(f) Termination of Directorship. If a Participant's services as a member of
the Board terminate by reason of death, Disability or Normal Board Retirement,
an Option granted hereunder held by such Participant shall be automatically
accelerated with respect to its exercisability and shall become immediately
exercisable in full for the remaining number of shares of Common Stock subject
to such Option for one year after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate; provided, however, that if a
Participant dies or suffers a Disability during said one year period after
Normal Board Retirement, such Option shall remain exercisable in full for a
period of one year after the date of such death or Disability or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate. If a Participant's services as a
member of the Board terminate for any other reason, any portion of an Option
granted hereunder held by such Participant which is not then exercisable shall
terminate and any portion of such Option which is then exercisable may be
exercised for sixty (60) days after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate; provided, however, that if a
Participant dies or suffers a Disability during such sixty (60) day period
such Option may be exercised for a period of one year after the date of such
Participant's death or Disability, or until the expiration of the stated term
of such Option, whichever period is shorter, in accordance with its terms, but
only to the extent exercisable on the date of the Participant's death or
Disability.
(g) Change in Control. Notwithstanding any other provisions of the Plan,
upon any Change in Control (as hereinafter defined in this Section 7) the
unexercised portion of a Stock Option granted hereunder shall be automatically
accelerated with respect to its exercisability and shall become immediately
exercisable in full during the remainder of its term without regard to any
limitations of time or amount otherwise contained in the Plan. The term
"Change in Control" shall mean:
(i) Any person (as such term is used in Sections 3(a)(9) and 13(d)(3) of
the Exchange Act) becomes the beneficial owner (as such term is used in
Section 13(d)(1) of the Exchange Act) directly or indirectly of securities
representing at least 25% of the combined voting power of the then
outstanding securities of the Company; or
(ii) During any period of thirty-six (36) consecutive months (whether
commencing before or after the Effective Date of this Plan), individuals
who at the beginning of such period constituted the Board cease for any
reason to constitute at least a majority thereof, unless the election, or
the nomination for election, of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were
directors at the beginning of the period; or
(iii) Any reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the surviving
corporation, or as a result of which the outstanding Common Stock is
converted into or exchanged for cash or securities of another issuer or
both, or upon the sale of all or substantially all the assets of the
Company; or
(iv) The approval by the stockholders of the Company of any Plan or
proposal for the Company to be Acquired (as defined below) or for the
liquidation or dissolution of the Company.
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<PAGE>
For purposes of this Section 7, the Company shall be considered to be
Acquired only if the owners of its voting securities immediately prior to the
effective date of any transaction referred to in Section 8(b) below will not
own immediately thereafter, as a result of having owned such voting
securities, securities representing a majority of the combined voting power of
the then outstanding securities of the Company or the entity that then owns,
directly or indirectly, the Company or all or substantially all its assets.
8. ADJUSTMENT PROVISIONS.
(a) Subject to Section 8(b), if the outstanding shares of Common Stock of
the Company are increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional shares or new or
different shares or other securities are distributed with respect to such
shares of Common Stock or other securities, through merger, consolidation,
sale of all or substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other distribution with respect to such shares of Common Stock or
other securities, an appropriate and proportionate adjustment shall be made in
(i) the maximum number and kind of shares or other securities provided in
Section 3(a), (ii) the number and kind of shares or other securities subject
to the then outstanding Stock Options, (iii) the price for each share or other
unit of any other securities subject to then outstanding Stock Options without
change in the aggregate purchase price or value as to which such Stock Options
remain exercisable, and (iv) the number, kind and price of shares or other
securities to be granted pursuant to Section 6 hereof.
(b) Notwithstanding the provisions of Section 8(a) and subject to the
provisions of Section 7(g) hereof, upon dissolution or liquidation of the
Company or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation or as a result of which the outstanding Common Stock is converted
into or exchanged for cash or securities of another issuer or both or upon the
sale of all or substantially all the assets of the Company, all restrictions
applicable to the exercise of outstanding Stock Options shall continue in full
force and effect and provision shall be made in connection with such
transaction for the continuance of the Plan and the assumption of the
outstanding Stock Options by or the substitution for such Stock Options of new
options covering the stock of the successor corporation, or a parent or
subsidiary thereof or the Company with appropriate and proportionate
adjustment in (i) the number and kind of shares or other securities or cash or
other property subject to such Stock Options and (ii) the price for each share
or other unit of any other securities or cash or other property subject to
such Stock Options without change in the aggregate purchase price or value as
to which such Stock Options remain exercisable; provided, however, that if no
public market exists for the Common Stock or the other securities or property
which would be subject to such Stock Options after consummation of such
transaction, such Stock Options shall be converted into the right to receive,
upon exercise thereof, an amount of each equal to the amount determined by the
Administrator to be the Fair Market Value on the effective date of such
transaction of the stock, other securities, cash and other property that a
share of Common Stock is entitled to receive, or into which it is converted,
pursuant to such transaction.
(c) Adjustments under Sections 8(a) and 8(b) will be made by the
Administrator, whose determination as to what adjustments will be made and the
extent thereof will be final, binding and conclusive in the absence of
manifest error or arbitrary action. No fractional interest will be issued
under the Plan on account of any such adjustments.
9. GENERAL PROVISIONS.
(a) The grant of any Stock Option under the Plan may also be subject to such
other provisions (whether or not applicable to the Stock Option awarded to any
other Participant) as the Administrator determines appropriate including,
without limitation, provisions to assist the Participant in financing the
purchase of Common Stock through the exercise of Stock Options, provisions for
the forfeiture of or restrictions on reissue or other disposition of shares
acquired under any form of benefit, provisions giving the Company the right to
repurchase shares acquired under any form of benefit in the event the
Participant elects to dispose of such shares, provisions to comply with
Federal and state securities laws and Federal and state income tax withholding
requirements, and
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<PAGE>
to such approvals by any regulatory or governmental agency which may be
necessary or advisable in connection therewith.
In connection with the administration of the Plan or the grant of any
Option, the Administrator may impose such further limitations or conditions as
in its opinion may be required or advisable to satisfy, or secure the benefits
of, applicable regulatory requirements (including those rules promulgated
under Section 16 of the Exchange Act or those rules that facilitate exemption
from or compliance with the Act or the Exchange Act), the requirements of any
stock exchange upon which such shares or shares of the same class are then
listed, and any blue sky or other securities laws applicable to such shares.
(b) No person shall be entitled to the privileges of stock ownership with
respect to shares of stock which are subject to Options hereunder until such
person shall have become the holder of record of such shares.
(c) No fewer than fifty shares may be purchased at one time pursuant to any
Stock Option unless the number purchased is the total number at the time
available for purchase under the Stock Option.
(d) Options shall not be transferable by the Participants other than by will
or the laws of descent and distribution, or pursuant to the terms of a
qualified domestic relations order as such term is defined in the Internal
Revenue Code of 1986, as amended, and during the lifetime of a Participant
shall be exercisable only by such Participant, except that to the extent
permitted by applicable law, and Rule l3-b promulgated by the Securities and
Exchange Commission under the Exchange Act, the Administrator may permit a
Participant to designate in writing during his or her lifetime a beneficiary
to receive and exercise Options in the event of such Participant's death.
Following the death of a Participant, Options held by such Participant shall
be exercisable, in accordance with their terms by such designated beneficiary
or, if no such beneficiary has been designated, by the Participant's estate or
by the person or persons who acquire the right to exercise it by bequest or
inheritance. Any attempt to transfer, assign, hypothecate or otherwise dispose
of, or to subject to attachment, execution or similar process, an Option
granted hereunder contrary to the provisions hereof shall be void and
ineffective, shall give no rights to the purported transferee and shall at the
sole discretion of the Administrator result in forfeiture of such Option with
respect to the shares involved in such attempt.
(e) The Plan and all Stock Options granted under the Plan and the documents
evidencing Stock Options shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
10. COMPLIANCE WITH LAW AND REGULATIONS.
The obligation of the Company to sell and deliver any shares of Common Stock
under this Plan shall be subject to all applicable laws, rules and
regulations, and the obtaining of all approvals by governmental agencies
deemed necessary or appropriate by the Board. The Board may make any changes
in the Plan and include such terms in any Option Agreement as may be necessary
or appropriate, in the opinion of counsel to the Company, to comply with the
rules and regulations of any governmental authority.
11. NONEXCLUSIVITY OF THE PLAN.
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
having any impact on existing qualified or nonqualified retirement or bonus
plans of the Company, or as creating any limitations on the power of the Board
to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options or appreciation
rights otherwise than under this Plan, and such arrangements may be either
applicable generally or only in specific cases.
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<PAGE>
12. CONTINUATION OF SERVICE.
Nothing contained in this Plan (or any written Option Agreement) shall be
construed as providing any person with the right to continue to serve as a
director of the Company or any subsidiary, or on any committee thereof, or in
any special capacity on any such Board.
13. EXCULPATION AND INDEMNIFICATION.
To the maximum extent permitted by law, the Company shall indemnify and hold
harmless the members of the Board from and against any and all liabilities,
costs, and expenses incurred by such persons as a result of any act, or
omission to act, in connection with the performance of such persons' duties,
responsibilities, and obligations under this Plan, other than such
liabilities, costs and expenses as may result from the negligence, gross
negligence, bad faith, willful conduct, or criminal acts of such persons.
14. AMENDMENT AND TERMINATION.
(a) The Board will have the power, in its discretion, to amend, suspend or
terminate the Plan at any time. No such amendment will, without approval of
the stockholders of the Company, except as provided in Section 8 of the Plan:
(i) Change the class of persons eligible to receive Stock Options under
the Plan; or
(ii) Increase the number of shares of Common Stock subject to the Plan.
(b) No amendment, suspension or termination of the Plan will, without the
consent of the Participant, alter, terminate, impair or adversely affect any
right or obligation under any Stock Option previously granted under the Plan.
15. EFFECTIVE DATE OF PLAN AND DURATION OF PLAN.
This Plan will become effective upon the adoption by the Board subject to
approval by the holders of a majority of the outstanding shares of Common
Stock present in person or by proxy and entitled to vote at a meeting of
stockholders of the Company held after such Board adoption (the "Effective
Date"). Any Options granted hereunder prior to approval of the Plan by the
stockholders shall be granted subject to such approval and may not be
exercised or realized, nor may Common Stock be irrevocably transferred to an
Participant until and unless such approval has occurred and the provisions of
Section 9(a) have been satisfied. Unless previously terminated the Plan will
terminate ten years and one month after adoption by the Board, but such
termination shall not affect any Stock Option previously made or granted.
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EXHIBIT 4.2
NONSTATUTORY STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is made and entered into as
of January 30, 1997, by and between FIRSTFED FINANCIAL CORP., a Delaware
corporation ("Grantor"), and _________________ ("Grantee) with reference to the
following facts:
A. On January 30, 1997, and effective as of January 30, 1997, the Board of
Directors of Grantor adopted the FirstFed Financial Corp. 1997 Nonemployee
Directors Stock Incentive Plan (the "Plan"), subject to shareholder
approval of the Plan.
B. The Board of Directors of Grantor (the "Board of Directors") considers
it desirable and in Grantor's best interests that Grantee be provided
options to acquire shares of the Common Stock of Grantor pursuant to the
Plan, in order to provide Grantee with opportunities to acquire a
proprietary interest in Grantor as an incentive that will allow Grantor to
attract and retain highly competent persons to serve as Nonemployee
Directors.
NOW, THEREFORE, the parties hereto wish to memorialize and confirm the
terms and conditions of the option awards received by Grantee in accordance with
the foregoing, subject to and consistent with the terms and conditions set forth
in the Plan.
1. GRANT OF OPTION.
1.1 Grant of Nonstatutory Stock Option. Pursuant to the terms of
----------------------------------
Section 6 of the Plan, Grantee has received, as of each date listed on Schedule
1 attached hereto and incorporated herein by this reference (hereafter "Date of
Grant"), as such Schedule may be updated from time to time by agreement of the
parties, an option (as defined in Section 1.2 hereof) to purchase the number of
whole shares of Common Stock specified on Schedule 1 for each such Date of
Grant. The options covered by this Agreement are not intended to qualify or be
treated as "Incentive Stock Options," as defined in the Plan and in Section
422(b) of the Internal Revenue Code of 1986, as amended ( the "Code").
1.2 Use of Certain Terms. For the purposes of this Agreement, the
--------------------
term "Option" as used herein shall refer to each Nonstatutory Stock Option
awarded to Grantee under Section 6 of the Plan and covered by this Agreement, as
listed on Schedule 1 attached hereto.
<PAGE>
2. PURCHASE PRICE.
The price at which Grantee shall be entitled to purchase shares of
Common Stock upon exercise of each Option covered by this Agreement (the "Option
Price") is listed on Schedule 1 attached hereto for each such Option.
3. Term of Option.
The Options subject to this Agreement are effective and shall be
exercisable by Grantee for a period of ten (10) years and one month, commencing
on the Date of Grant for each such Option. Options may also be earlier
terminated as provided in Section 7 hereof. The period within which each Option
is effective in accordance with this Agreement and the Plan is referred to
herein as the "Term" of such Option.
4. EXERCISABILITY OF OPTIONS.
4.1 Vesting of Options. No Option granted pursuant to Section 6 of
------------------
the Plan shall be exercisable prior to the anniversary of the Effective Date.
Subject to the provisions of Section 4.2 herein, the Option shall only be
exercisable during its Term, and in accordance with the following schedule:
Period Percentage of Shares Exercisable
- ------ --------------------------------
January 31, 1998 100%
4.2 Acceleration of Vesting Upon a Change in Control. In the event
------------------------------------------------
of a "Change of Control" of Grantor (as hereinafter defined), any Option granted
hereunder, to the extent theretofore not immediately exercisable, shall
immediately become fully exercisable. For the purpose of this Agreement, a
"Change in Control" of Grantor shall mean any person (as such person is used in
Sections 3(a)(9) and 13(d)(3) of the Exchange Act) becomes the beneficial owner
(as such term is used in Section 13(d)(1) of the Exchange Act) directly or
indirectly of securities representing at least 25% of the combined voting power
of the then outstanding securities of Grantor; or during any period of thirty-
six (36) consecutive months (whether commencing before or after the effective
date of the Plan), individuals who at the beginning of such period constituted
the Board of Directors cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election, of each new
director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period; or any
reorganization, merger or consolidation of Grantor with one or more corporations
as a result of which Grantor is not the surviving corporation, or as a result of
which the outstanding Common Stock is converted into or exchanged for cash or
securities of
<PAGE>
another issuer or both, or upon the sale of all or substantially all the assets
of Grantor; or the approval by the stockholders of Grantor of any plan or
proposal for Grantor to be Acquired (as defined below) or for the liquidation or
dissolution of Grantor. For purposes of this Section 4.2, Grantor shall be
considered to be "Acquired" only if the owners of its voting securities
immediately prior to the effective date of any transactions referred to in this
section will not own immediately thereafter, as a result of having owned such
voting securities, securities representing a majority of the combined voting
power of the then outstanding securities of Grantor or the entity that then
owns, directly or indirectly, Grantor or all or substantially all of its assets.
5. Manners of Exercise and Payment.
5.1 Notice of Exercise and Payment for Shares. Subject to the
-----------------------------------------
restrictions set forth in Section 4 hereof, Grantee shall be entitled to
exercise an Option with respect to some or all of the shares of Common Stock
permitted to be purchased hereunder by delivery to Grantor of (1) a fully
executed written notice of exercise ( the "Notice of Exercise") in the form
attached hereto as Exhibit "A" and made a part hereof or such other form as
Grantor may from time to time require, and (2) the full aggregate Option Price
for the shares to be purchased, payable in cash, or at the Administrator's
discretion, by the assignment and delivery to Grantor of shares of Common Stock
or a combination of cash and such shares equal in value to the exercise price.
Any shares so assigned and delivered to Grantor in payment or partial payment of
the purchase price will be valued at their Fair Market Value on the exercise
date, which shall be the later of the date set forth in the Notice of Exercise
or the date such Notice is received by Grantor. In the event that the aggregate
Option Price delivered by Grantee to Grantor is insufficient to purchase all of
the shares requested in the Notice of Exercise, and Grantee shall fail to
provide Grantor with an amount sufficient to cover the shortfall within five (5)
days after receipt of written notice of such insufficiency, Grantor shall only
be obligated to deliver to Grantee that number of whole shares which the amount
previously paid by Grantee is sufficient to purchase.
5.2 Delivery of Shares. Upon receipt of a notice of exercise and
------------------
full payment for the shares of Stock covered thereby, or such lesser number of
shares as Grantee is entitled to purchase pursuant to the terms of section 5.1
herein, Grantor shall, at its own expense, take and diligently pursue all such
action as may be necessary under applicable law to effect the transfer to
Grantee of the number of shares of Common Stock as to which such exercise was
effective. No fewer than fifty (50) shares may be purchased at one time
pursuant to any Option unless the number purchased is the total number at the
time available for purchase under the Stock
<PAGE>
Option. No fractional shares will be issued pursuant to the exercise of a
Option, nor will any cash payments be made in lieu of fractional shares.
5.3 Grantee's Rights Prior to Exercise. Grantee shall not be deemed
----------------------------------
to be the holder of, or to have any of the rights of a holder with respect to,
any shares of Common Stock subject to an Option unless and until, (i) the Option
shall have been exercised pursuant to the terms hereof and Grantee shall have
paid the full required price for the number of shares as to which the Option
shall have been exercised; (ii) Grantor shall have issued and delivered the
shares to Grantee; and (iii) Grantee's name shall have been entered as a
stockholder of record on the books of Grantor; whereupon Grantee shall have full
voting and other ownership rights with respect to such shares.
6. NONTRANSFERABILITY.
Options shall not be transferable other than by will or the laws of
descent and distribution, or pursuant to the terms of a qualified domestic
relations order as such term is defined in the Code, as amended, and shall be
exercisable during the lifetime of Grantee only by Grantee (or Grantee's duly
appointed, qualified and acting personal representative).
7. Death or Termination of Service of Grantee.
7.1 Retirement or Death of Grantee. If Grantee terminates his or her
------------------------------
service with Grantor by reason of death, Disability, or Normal Board Retirement,
an Option granted hereunder held by Grantee shall be automatically accelerated
with respect to its exercisability and shall become immediately exercisable in
full for the remaining number of shares of Common Stock subject to such Option
for one year after the date of such termination, whichever period is shorter,
and thereafter such Option shall terminate; provided, however, that if Grantee
dies or suffers a Disability during said one year period after Normal Board
Retirement, such Option shall remain exercisable in full for a period of one
year after the date of such death or Disability or until the expiration of the
stated term of such Option, whichever period is shorter, and thereafter such
Option shall terminate.
7.2 Other Termination of Service. If Grantee's services as a
----------------------------
member of the Board of Directors terminate for any other reason, any portion of
an Option granted hereunder held by Grantee which is not then exercisable shall
terminate and any portion of such Option which is then exercisable may be
exercised for sixty (60) days after the date of such termination or until the
expiration of the stated term of such Option, whichever period is shorter, and
thereafter such Option shall terminate; provided, however, that if Grantee dies
or suffers a Disability during such sixty (60)
<PAGE>
day period such Option may be exercised for a period of one year after the date
of Grantee's death or Disability, or until the expiration of the stated term of
such Option, whichever period is shorter, in accordance with its terms, but only
to the extent exercisable on the date of Grantee's death or Disability.
8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
8.1 Adjustment To Option. An appropriate and proportionate
--------------------
adjustment, as determined by the Administrator in accordance with the Plan,
shall be made in number, kind and per share purchase price of shares subject to
the unexercised portion of the Options covered by this Agreement at the time of
any change in the capitalization of Grantor; provided, however, that no such
adjustment shall change the aggregate purchase price (as determined pursuant to
Section 5.1 hereof) applicable to the unexercised portions of such Options.
8.2 Impact of Terminating Event on Option. Upon dissolution or
-------------------------------------
liquidation of Grantor or upon a reorganization, merger or consolidation of
Grantor with one or more corporations as a result of which Grantor is not the
surviving corporation or as a result of which the outstanding Common Stock is
converted into or exchanged for cash or securities of another issuer or both or
upon the sale of all or substantially all the assets of Grantor, all
restrictions applicable to the exercise of outstanding Options shall continue in
full force and effect and provision shall be made in connection with such
transaction for the continuance of the Plan and the assumption of the
outstanding Options by or the substitution for such Options of new Options
covering the stock of the successor corporation, or a parent or subsidiary
thereof or Grantor with appropriate and proportionate adjustment in (i) the
number and kind of shares or other securities or cash or other property subject
to such Options and (ii) the price for each share or other unit of any other
securities or cash or other property subject to such Options without change in
the aggregate purchase price or value as to which such Options remain
exercisable; provided however, that if no public market exists for the Common
Stock or the other securities or property which would be subject to such Options
after consummation of such transaction, such Options shall be converted into the
right to receive, upon exercise thereof; an amount of each equal to the amount
determined by the Administrator to be the Fair Market Value on the effective
date of such transaction of the stock, other securities, cash and other property
that a share of Common Stock is entitled to receive, or into which it is
converted, pursuant to such transaction.
9. TAX WITHHOLDING.
Notwithstanding any other provision of this Agreement, upon the
exercise of any Option, Grantee hereby agrees to pay Grantor within thirty (30)
days
<PAGE>
of receipt of a written demand therefor from Grantor, an amount in cash equal to
the amount of any tax required to be withheld by Grantor or to direct Grantor to
withhold such amount from any payments otherwise owing to Grantee, in order to
permit Grantor to obtain any otherwise available deduction under any applicable
federal or state tax laws. Notwithstanding Section 5.2 hereof, Grantor shall
have no obligation to deliver the shares of Common Stock with respect to which
Grantee has exercised any such Option or to make payment with respect to any
shares of Common Stock with respect to which Grantee has surrendered any such
Option until Grantee has paid or permitted Grantor to withhold such amount as
provided herein.
10. CONDITION TO GRANT OF OPTIONS.
Notwithstanding anything herein to the contrary, any Option granted
hereunder shall immediately become null and void in the event that the
stockholders of the Grantor shall fail to approve the Plan.
11. GOVERNMENT AND OTHER REGULATIONS.
The obligation of Grantor to sell and deliver shares of Common Stock
under the Plan is subject to all applicable laws, rules and regulations, and the
obtaining of all such approvals from all government agencies as deemed necessary
of appropriate by Grantor.
12. NOTICES.
All notices, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given if delivered in person, or by United
States mail, certified or registered, with return receipt requested, or
otherwise actually delivered, in the case of Grantee, to the last address of
Grantee appearing on the books of Grantor, and in the case of Grantor to:
FirstFed Financial Corp.
401 Wilshire Blvd.
Santa Monica, CA 90401
Attention: General Counsel
or to such other address or addresses as Grantee or Grantor shall hereafter have
specified in writing. Any such notice, demand or other communication hereunder
shall be deemed to have been duly given on the date actually delivered or as of
the third business day following the date mailed, as the case may be.
<PAGE>
13. MODIFICATION OF AGREEMENT.
This Agreement may be modified, amended, suspended or terminated, and
any terms, covenants, representations or conditions may be waived, but only by a
written instrument consistent with the provisions of the Plan and executed by
the parties hereto.
14. SEVERABILITY.
Should any provision of this Agreement be held by a court to be
unenforceable or invalid for any reason, the remaining provisions of this
Agreement shall not be affected by such holding and shall continue in full force
in accordance with their terms.
15. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and, when
such counterparts have been executed by each of the parties hereto, said
counterparts shall constitute a single and valid agreement although each of the
signatory parties have executed separate counterparts hereof.
16. TITLES.
Titles are provided herein for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.
17. PLAN CONTROLLING.
This Agreement shall be construed so as to be consistent with the Plan
and the provisions of the Plan shall be deemed to be controlling in the event
any provision hereof shall appear to be inconsistent therewith. Grantee hereby
acknowledges receipt of a copy of the Plan from Grantor.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been executed as of the date first
above written.
"GRANTOR" "GRANTEE"
FIRSTFED FINANCIAL CORPORATION,
a Delaware corporation
By:___________________________ ______________________________
Babette Heimbuch
President and CEO
Attest: ________________________
Ann E. Lederer
Secretary
<PAGE>
SCHEDULE 1
Effective Date Number of Shares Subject to Option Exercise Price
- -------------- ---------------------------------- --------------
January 30, 1997 4,000 $21.75
This schedule 1 replaces and supersedes all prior Schedule 1's attached to
that certain Option Award Agreement dated n/a, by and between FirstFed Financial
Corp. and Grantee(the "Agreement"). The parties to the Agreement hereby
acknowledge and agree that this schedule 1 accurately and completely lists the
Option(s) (and the specified terms thereof) covered by such Agreement.
ACKNOWLEDGED AND AGREED:
FIRSTFED FINANCIAL CORP., GRANTEE
a Delaware Corporation
By:______________________________ By:___________________________
Its:_____________________________
Dated:___________________ Dated:___________________
<PAGE>
NOTICE OF EXERCISE OF
A NONSTATUTORY STOCK OPTION
TO: THE BOARD OF DIRECTORS OF FIRSTFED FINANCIAL CORP.
The undersigned hereby elects to purchase _____________________ whole shares of
Common Stock of FirstFed Financial Corp. ( the "Company") pursuant to the
Nonstatutory Stock Option granted to the undersigned in that certain Stock
Option Agreement between the Company and the undersigned bearing an Effective
Date of.
The aggregate purchase price for such shares is $ __________________, which
amount is being tendered herewith. The effective date of this election shall
be______________________, or the date of receipt of this Notice by Grantor if
later.
Executed this___________day of______________, at___________________
________________________________
(Name)
________________________________
(Social Security Number)
<PAGE>
EXHIBIT 5
August 12, 1997
FirstFed Financial Corp.
Board of Directors
401 Wilshire Boulevard
Santa Monica, CA 90401-1490
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of FirstFed Financial Corp.,
a Delaware corporation (the "Company"), and in such capacity participated in the
preparation of the Company's Registration Statement dated May 29, 1997 on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"). The
Registration Statement covers an aggregate of 200,000 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), issuable upon
exercise of options which may be granted under the Company's 1997 Nonemployee
Directors Stock Incentive Plan (the "Plan").
As counsel, I have examined the originals, or certified, conformed or
reproduction copies, of all such records, agreements, instruments and documents
as I have deemed relevant or necessary as the basis for the opinion hereinafter
expressed. In all such examinations, I have assumed the genuineness of all
signatures on original or certified copies and the conformity to original or
certified copies submitted to me as conformed or reproduction copies. As to
various questions of fact relevant to such opinion, I have relied upon
statements or certificates of public officials, officers or representatives of
the Company and others.
Based upon the foregoing, and subject to the limitations set forth herein,
I am of the opinion that the 200,000 shares of Common Stock issuable upon
exercise of options which may be granted under the Plan, when issued pursuant to
the terms of the Plan and for not less than the par value thereof, will be
validly issued, fully paid and non-assessable.
I hold options for 6,969 shares and am the beneficial owner of 2,408 shares
of Common Stock (1,650 of which are unvested restricted shares).
<PAGE>
FirstFed Financial Corp.
Board of Directors
August 12, 1997
Page 2
I am a member of the State Bar of California and do not hold myself out as
being conversant with the laws of any jurisdiction other than the United States
of America and the State of California and, to the extent required by the
foregoing opinion, the General Corporation Law of the State of Delaware.
This opinion is furnished to you in connection with the within described
transaction only and may not be relied upon by you or any person in any other
context.
Very truly yours,
Ann E. Lederer
General Counsel
AEL/pt
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
FirstFed Financial Corp.
We consent to incorporation by reference in the registration statement on Form
S-8 of FirstFed Financial Corp. of our report dated January 28, 1997, relating
to the consolidated statements of financial condition of FirstFed Financial
Corp. and subsidiary as of December 31, 1996 and 1995 and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1996, which report
appears in the December 31, 1996 annual report on Form 10-K of FirstFed
Financial Corp.
KPMG Peat Marwick LLP
Los Angeles, California
August 11, 1997
