<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1999.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELDORADO BANCSHARES, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 33-0720548
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
24012 CALLE DE LA PLATA, SUITE 340, LAGUNA HILLS, CA 92653
(Address of principal executive offices)
----------
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
----------
ROBERT P. KELLER Copy to:
ELDORADO BANCSHARES, INC. MICHAEL K. KREBS, ESQ.
24012 CALLE DE LA PLATA, SUITE 340 NUTTER, MCCLENNEN & FISH, LLP
LAGUNA HILLS, CA 92653 ONE INTERNATIONAL PLACE
(714) 699-4344 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM
OFFERING PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT BEING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
common stock, 200,000 shares (1) $10.64 (2) $2,127,748.80 (2) $591.51 (2)
$.01 par value per share
</TABLE>
(1) This Registration Statement covers 200,000 shares of common stock subject
to the 1999 Stock Option Plan for Non-Employee Directors (the "Plan"). In
addition, this Registration Statement also covers an indeterminate number
of additional shares of common stock which may be issued under the Plan as
a result of a stock split, stock dividend or other similar transaction.
(2) Calculated based on the weighted average of (i) 6,260 shares of common
stock at $10.75 per share, (ii) 6,260 shares of common stock at $11.05 per
share, (iii) 6,270 shares of common stock at $11.37 per share, (iv) 6,270
shares of common stock at $11.69 per share, (v) 6,270 shares of common
stock at $12.02 per share, (vi) 6,270 shares of common stock at $12.36 per
share and (vii) 162,400 shares of common stock assumed to be issuable
(pursuant to Rule 457(c) and (h) under the Securities Act of 1933) at a
price of $10.43 per share, which is the average of the high and low prices
per share of the common stock as reported on the Nasdaq National Market on
November 15, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Eldorado Bancshares, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents and information
heretofore filed with the Securities and Exchange Commission (the "Commission")
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998 filed with the Commission on March 31, 1999 and the amended
Annual Report on Form 10-K/A filed with the Commission on April 29, 1999; and
(b) The Company's Current Report on Form 8-K filed with the Commission
on April 21, 1999, Quarterly Report on Form 10-Q for the months ended March 31,
1999 filed with the Commission on May 17, 1999, Definitive Proxy Statement filed
with the Commission on June 15, 1999 and the Quarterly Report on Form 10-Q for
the months ended June 30, 1999 filed with the Commission on August 16, 1999.
(c) The description of the Company's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
January 29, 1999 and updated in the Company's Quarterly Report on Form 10-Q
filed with the Commission on August 16, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of any
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
-2-
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock offered hereunder has been
passed upon by Nutter, McClennen & Fish, LLP. Michael K. Krebs, a partner of
Nutter, McClennen & Fish, LLP, is Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceedings, had no reasonable cause to believe that his or her conduct was
unlawful.
Section 145 further provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 also provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
such person in connection therewith.
-3-
<PAGE>
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent
that exculpation from liability is not permitted under the Delaware General
Corporation Law.
The Company's By-laws provide that each person who was or is made party
to, or is involved in, any action, suit or proceeding by reason of the fact that
he or she is or was a director or officer of the Company (or is or was serving
at the request of the Company as a director or officer of any other enterprise,
including service with respect to employee benefit plans) shall be indemnified
and held harmless by the Company, to the fullest extent permitted by Delaware
law, as in effect from time to time, against all expenses (including attorneys'
fees and expenses), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with the investigation,
preparation to defend or defense of such action, suit, proceeding or claim. The
Company's By-laws allow for similar rights of indemnification to be afforded, in
the Company's discretion, to its employees and agents.
Any person seeking indemnification under the By-laws by reason of the
fact that he is or was a director or officer of the Company (or is or was
serving at the request of the Company as a director or officer of any other
enterprise, including service with respect to employee benefit plans) shall be
deemed to have met the standard of conduct required for such indemnification
unless the contrary shall be established. Any repeal or modification of such
indemnification provisions shall not adversely affect any right or protection of
a director or officer with respect to any conduct of such director or officer
occurring prior to such repeal or modification.
An Employment Agreement by and between the Company and Robert P.
Keller, the President, Chief Executive Officer and a Director of the Company,
provides that the Company will indemnify Mr. Keller against all liabilities
and expenses reasonably incurred by him in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, in which he may be involved or with which he may be threatened,
during his employment by the Company or its successors or thereafter, by
reason of serving or having served as an officer or director of the Company
or any of its subsidiaries or affiliates, or at its request as a director or
officer of any organization in which the Company directly or indirectly owns
shares or of which it is directly or indirectly a creditor, or at the request
of the Company or any of its subsidiaries in any capacity with respect to any
employment plan, all to the maximum extent permitted under applicable law.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS.
See the Exhibit Index immediately preceding the exhibits attached
hereto.
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 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;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended (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 provisions of the Delaware General Corporation
Law and the registrant's certificate of incorporation and by-laws, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or a 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 Securities Act and will be governed by
the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Laguna Hills, State of California, on the 12th
day of November, 1999.
ELDORADO BANCSHARES, INC.
By: /s/ Robert P. Keller
--------------------------------------
Robert P. Keller
President and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below on this Registration Statement hereby constitutes and appoints
Robert P. Keller, John L. Gordon and Michael K. Krebs, and each of them, with
full power to act without the other, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities (until revoked in writing) to
sign any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement on Form S-8 of the registrant, 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, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary fully to all
intents and purposes as he might or could do in person thereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, 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, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Robert P. Keller President, Chief Executive
- --------------------- Officer and Director November 12, 1999
Robert P. Keller
Executive Vice President,
/s/ John L. Gordon Treasurer and
- --------------------- Chief Financial Officer November 12, 1999
John L. Gordon
-6-
<PAGE>
SIGNATURE TITLE DATE
- --------------------- Director
Ernest J. Boch
/s/ James A. Conroy Director November 12, 1999
- ---------------------
James A. Conroy
- --------------------- Director
Edward A. Fox
/s/ Charles E. Hugel Director November 12, 1999
- ---------------------
Charles E. Hugel
/s/ Michell A. Johnson Director November 12, 1999
- ---------------------
Mitchell A. Johnson
/s/ K. Thomas Kemp Director November 12, 1999
- ---------------------
K. Thomas Kemp
/s/ Jefferson W. Kirby Director November 12, 1999
- ---------------------
Jefferson W. Kirby
/s/ John B. Pettway Director November 12, 1999
- ---------------------
John B. Pettway
/s/ Henry T. Wilson Director November 12, 1999
- ---------------------
Henry T. Wilson
/s/ Paul R. Wood Director November 12, 1999
- ---------------------
Paul R. Wood
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. TITLE
<S> <C>
4.1 1999 Stock Option Plan for Non-employee Directors
5.1 Opinion of Nutter, McClennen & Fish, LLP
23.1 Consent of Nutter, McClennen & Fish, LLP (Contained in
Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (Contained in Part II of this
registration statement)
</TABLE>
<PAGE>
EXHIBIT 4.1
ELDORADO BANCSHARES, INC.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this 1999 Stock Option Plan for Non-Employee Directors
(the "Plan") is to advance the interests of Eldorado Bancshares, Inc. (the
"Company") by enhancing the ability of the Company to attract and retain
non-employee directors who are in a position to make significant contributions
to the success of the Company and to provide reasonable compensation to those
directors for such contributions through ownership of shares of Company common
stock, $.01 par value per share (the "Stock").
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors (the "Board")
of the Company. The Board shall have authority, not inconsistent with the
express provisions of the Plan, (a) to grant options to such directors as are
eligible to receive options; (b) to determine the number of shares of Stock
subject to each option; (c) to determine the terms and conditions of each
option; (d) to prescribe the form or forms of instruments evidencing options and
any other instruments required under the Plan and to change such forms from time
to time; (e) to adopt, amend and rescind rules and regulations for the
administration of the Plan; and (f) to interpret the Plan and to decide any
questions and settle all controversies and disputes that may arise in connection
with the Plan. Any such determination of the Board shall be conclusive and shall
bind all parties.
The Board may, in its discretion, delegate some or all of its powers
with respect to the Plan to the Compensation Committee of the Board of Directors
(the "Committee"), in which event all references in this Plan (as appropriate)
to the Board shall be deemed to refer to the Committee. A majority of the
members of the Committee, if one is appointed, shall constitute a quorum. Any
determination of the Committee under the Plan may be made without notice or
meeting of the Committee by a writing signed by a majority of the Committee
members.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which the Plan is
approved by the shareholders of the Company. No option shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
approved by the shareholders, but options previously granted may extend beyond
that date.
4. SHARES SUBJECT TO THE PLAN
(a) NUMBER OF SHARES. Subject to adjustment as provided in Section
4(c), the aggregate number of shares of Stock that may be issued upon the
exercise of options granted under the Plan shall be Two Hundred Thousand
(200,000). If any option granted under the Plan terminates without having been
exercised in full, the number of shares of Stock as to which such option was not
exercised shall be available for future grants within the limits set forth in
this Section 4(a).
<PAGE>
(b) SHARES TO BE ISSUED. Shares issued under the Plan shall be
authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be issued under the Plan.
(c) CHANGES IN STOCK. In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the Company's capital
stock, the number and kind of shares of stock or securities of the Company
subject to options then outstanding or subsequently granted under the Plan, the
maximum number of shares or securities that may be delivered under the Plan, the
exercise price and other relevant provisions shall be appropriately adjusted by
the Board, whose determination shall be binding on all persons. The Board may
also adjust the number of shares subject to outstanding options and the exercise
price and the terms of outstanding options to take into consideration material
changes in accounting practices or principles, extraordinary dividends,
consolidations or mergers, acquisitions or dispositions of stock or property or
any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan.
5. ELIGIBILITY FOR OPTIONS
Directors eligible to receive options under the Plan ("Eligible
Directors") shall be those directors who are not employees of the Company or any
subsidiary of the Company.
6. TERMS AND CONDITIONS OF OPTIONS
(a) NUMBER OF OPTIONS. On the date of the first meeting of the Board
following the annual meeting of stockholders at which an Eligible Director is
elected or re-elected, he or she shall be awarded an option covering a number of
shares of Stock to be determined by the Board on such date.
(b) EXERCISE PRICE. The exercise price of each option or portion
thereof shall be determined by the Board in its sole discretion, but in no event
shall any exercise price be less than the Fair Market Value of the Stock on the
date of grant. For purposes of the Plan, (i) the "Fair Market Value" of a share
of Stock on any date shall be the Closing Price on such day, or it there was no
Closing Price on such day, the most recent day prior thereto on which there was
a Closing Price, and (ii) the "Closing Price" shall be the last sale price as
reported on the principal market or automated quotation system on which the
Stock is traded or, if no last sale is reported, then the average of the
highest bid and lowest asked prices at the close of business on that day.
(c) DURATION OF OPTIONS. The latest date on which an option may be
exercised shall be the date that is six years from the date the option was
granted.
(d) EXERCISE OF OPTIONS.
(1) Unless the Board otherwise determines, the shares of Stock
that are the subject of the option shall become exercisable as follows:
<TABLE>
<CAPTION>
CUMULATIVE
MONTHS FROM GRANT PERCENTAGE EXERCISABLE
----------------- ----------------------
<S> <C>
6 0.0%
12 0.0%
18 16.7%
24 33.3%
30 50.0%
36 66.7%
</TABLE>
<PAGE>
<TABLE>
<S> <C>
42 83.3%
48 100.0%
</TABLE>
(2) Any exercise of an option shall be in writing, signed by
the proper person and delivered or mailed to the Company, accompanied
by (i) any documentation required by the Board and (ii) payment in full
for the number of shares for which the option is exercised.
(3) If an option is exercised by the executor or administrator
of a deceased director, or by the person or persons to whom the option
has been transferred by the director's will or the applicable laws of
descent and distribution, the Company shall be under no obligation to
issue Stock pursuant to such exercise until the Company is satisfied as
to the authority of the person or persons exercising the option.
(e) PAYMENT FOR AND DELIVERY OF STOCK. Stock purchased under the Plan
shall be paid for as follows: (i) in cash or by check (acceptable to the Company
in accordance with guidelines established for this purpose), bank draft or money
order payable to the order of the Company or (ii) if so permitted by the
original terms of the option or by the Board after grant of the option, (A)
through the delivery of shares of Stock having a Fair Market Value on the last
business day preceding the date of exercise equal to the purchase price, (B) by
having the Company hold back from the shares transferred upon exercise Stock
having a Fair Market Value on the last business day preceding the date of
exercise equal to the purchase price, (C) by delivery of a promissory note of
the option holder to the Company, such note to be payable on such terms as are
specified and approved in advance by the Board, (D) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (E) by any combination of
the permissible forms of payment.
An option holder shall not have the rights of a shareholder with regard
to awards under the Plan except as to Stock actually received by him or her
under the Plan.
The Company shall not be obligated to deliver any shares of Stock (i)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (ii) if the outstanding Stock
is at the time listed on any stock exchange or automated quotation system, until
the shares to be delivered have been listed or authorized to be listed on such
exchange or system upon official notice of issuance, and (iii) until all other
legal matters in connection with the issuance and delivery of such shares have
been approved by the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended (the "1933 Act"), the
Company may require, as a condition to exercise of the option, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such 1933 Act and may require that the
certificates evidencing such Stock bear an appropriate legend restricting
transfer.
(f) NONTRANSFERABILITY OF OPTIONS. Except to the extent the Board
otherwise approves, no option may be transferred other than by will or by the
laws of descent and distribution, and during an Eligible Director's lifetime an
option may be exercised only by him or her.
(g) DISABILITY OR DEATH. Except as otherwise provided in any agreement
evidencing an option granted to an Eligible Director hereunder, upon the
cessation of the Eligible Director's service as a director of the Company as a
result of such Eligible Director's disability or death, all options held by the
Eligible Director immediately prior thereto may be exercised thereafter by the
former Eligible Director, in the case of disability, or by his or her executor
or administrator, or by the person or persons to whom the option is
tranferred by will or the applicable laws of descent and distribution, subject
in each case, however, to the original vesting schedule, if any, of any option
prescribed in accordance with Section 6(d) and to the limitations of Section
6(c) regarding the maximum exercise period for such option.
<PAGE>
(h) FAILURE TO BE RE-ELECTED. Except as otherwise provided in any
agreement evidencing an option granted to an Eligible Director hereunder, if
such Eligible Director is not renominated or re-elected to serve as a
director of the Company, all options held by the Eligible Director
immediately prior to the cessation of the Eligible Director's service as a
director of the Company may be exercised thereafter by the former Eligible
Director, subject, however, to the original vesting schedule, if any, of any
option prescribed in accordance with Section 6(d) and to the limitations of
Section 6(c) regarding the maximum exercise period for such option.
(i) RESIGNATION. Except as otherwise provided in any agreement
evidencing an option granted to an Eligible Director hereunder, upon the
cessation of the Eligible Director's service as a director of the Company as
a result of such Eligible Director's resignation, all such options not then
exercisable shall terminate and all such options that were exercisable
immediately prior to the effective date of such resignation may be exercised
by the former Eligible Director, at any time within one year after the
director's resignation, subject, however, to the limitations of Section 6(c)
regarding the maximum exercise period for such option; and after completion
of such one-year period, all such options shall terminate to the extent not
previously exercised.
(j) CHANGE IN CONTROL. Notwithstanding any other provision of the Plan,
if there is a Change in Control (as hereinafter defined) of the Company, all
options outstanding under the Plan that are not otherwise fully exercisable
shall become immediately exercisable in full. For purposes of this Section 6(i):
(1) "Person" means a person as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
which definition shall include a "person" within the meaning of Section
13(d)(3) of the 1934 Act;
(2) a "Change in Control" shall be deemed to have occurred if:
(A) the Company consummates a reorganization, merger
or consolidation of the Company, or sale or other disposition
of all or substantially all of the assets of the Company (each
a "Business Combination"), in each case UNLESS immediately
following the consummation of such Business Combination all of
the following conditions are satisfied: (x) Persons, who,
immediately prior to such Business Combination, were the
beneficial owners of the voting securities entitled to vote
generally in the election of directors of the Company (the
"Outstanding Voting Securities"), beneficially own (within the
meaning of Rule 13d-3 promulgated under the 1934 Act),
directly or indirectly, more than one-third (1/3) of,
respectively, the then outstanding shares of Stock and the
combined voting power of the then Outstanding Voting
Securities entitled to vote generally in the election of
directors, as the case may be, of the entity (the "Resulting
Entity") resulting from such Business Combination (including,
without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of
the Company's assets either directly or through one or more
subsidiaries); (y) no Person (other than any limited partner
of Dartmouth Capital Group, L.P. or shareholder of Dartmouth
Capital Group, Inc., any employee benefit plan (or related
trust) of the Company or the Resulting Entity) beneficially
owns (within the meaning of Rule 13d-3), directly or
indirectly, more than twenty percent (20.0%) of, respectively,
the then outstanding shares of Stock of the Resulting Entity
or the combined voting power of the then Outstanding Voting
Securities of the Resulting Entity, except to the extent that
such Person's beneficial ownership of the Company immediately
prior to the Business Combination exceeded such threshold; and
(z) at least one-half (1/2) of the members of the board of
directors of the Resulting Entity were members of the Board of
Directors of
<PAGE>
the Company at the time the Company's Board of Directors
authorized the Company to enter into the definitive agreement
providing for such Business Combination; or
(B) any Person (other than a limited partner of
Dartmouth Capital Group, L.P. or a shareholder of Dartmouth
Capital Group, Inc.) acquires beneficial ownership (within the
meaning of Rule 13d-3) of more than twenty percent (20.0%) of
the combined voting power (calculated as provided in Rule
13d-3 in the case of rights to acquire securities) of the then
Outstanding Voting Securities of the Company; PROVIDED,
HOWEVER, that for purposes of this clause, the following
acquisitions shall not constitute a Change in Control: (x) any
acquisition directly from the Company, (y) any acquisition by
the Company and (z) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Company
or any entity controlled by the Company; or
(C) the shareholders of the Company approve any plan
or proposal for the liquidation or dissolution of the Company.
7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND WAIVER
Neither the adoption of the Plan nor the grant of options to an
Eligible Director shall affect the Company's right to grant to such director
options that are not subject to the Plan, to issue to such director Stock as a
bonus or otherwise, or to adopt other plans or arrangements under which Stock
may be issued to Eligible Directors.
The Board may at any time discontinue granting options under the Plan
or terminate the Plan as to any further grants of options. The Board also may at
any time or times amend the Plan or any outstanding option for the purpose of
satisfying changes in applicable laws or regulations or for any other purpose
that may at the time be permitted by law and the rules and regulations of any
securities exchange or automated quotation system on which the Stock is listed
for trading, PROVIDED, HOWEVER, that no such amendment shall adversely affect
the rights of any Eligible Director (without his or her consent) under any
option previously granted. Nothing in the preceding sentence shall be construed
as limiting the power of the Board to make adjustments required by Section 4(c).
The Board also shall have the authority, both generally and in particular
instances, to waive compliance by an Eligible Director with any obligation to be
performed by such director under an option granted hereunder, or to waive any
condition or provision of any such option.
<PAGE>
EXHIBIT 5.1
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
November 12, 1999
Eldorado Bancshares, Inc.
24012 Calle de la Plata, Suite 340
Laguna Hills, CA 92653
Gentlemen/Ladies:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") which Eldorado Bancshares, Inc. (the "Company") is
filing concurrently herewith with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), with respect to
(i) an aggregate of 200,000 shares of Company common stock, $0.01 par value (the
"Common Stock"), issuable pursuant to the Company's 1999 Stock Option Plan for
Non-Employee Directors (the "Plan"), and (ii) an indeterminate number of shares
of Common Stock which may be issued or become issuable under the Plan, by reason
of stock dividends, stock splits or other recapitalizations executed hereafter
(collectively, the "Option Shares").
We acted as legal counsel for the Company in connection with the
adoption of the Plan, are familiar with the Company's Certificate of
Incorporation, as amended to date, and By-laws, and have examined such other
documents as we deemed necessary for this opinion. Based upon the foregoing, we
are of the opinion that:
1. When issued and paid for in compliance with the terms of the
Plan, the 200,000 Option Shares will be duly and validly issued, fully paid and
non-assessable; and
2. The additional Option Shares which may become issuable by
reason of stock dividends, stock splits or other recapitalizations hereafter
executed, if and when issued in accordance with the terms of the Plan and upon
compliance with the applicable provisions of law and of the Company's
Certificate of Incorporation, as amended and restated to date, and By-laws, will
be duly and validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in
connection with the Registration Statement and hereby consent to the filing of
this opinion letter with and as a part of the Registration Statement and of any
amendments thereto. It is understood that this opinion letter is to be used in
connection with the offer and sale of the aforesaid Option Shares only while the
Registration Statement, as it may be amended from time to time as contemplated
by Section 10(a)(3) of the Securities Act, is effective under the Securities
Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 1, 1999 appearing on page F-1
of Eldorado Bancshares, Inc.'s Annual Report on Form 10-K/A for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- ---------------------------------
PricewaterhouseCoopers LLP
Los Angeles, California
November 15, 1999
