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As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 33-_________________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0164985
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
304 E. MAIN STREET, VENTURA CA 93001
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
1998 AMERICORP STOCK OPTION PLAN
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(FULL TITLE OF THE PLAN)
GERALD J. LUKIEWSKI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICORP
304 E. MAIN STREET
VENTURA CA 93001
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(805) 658-6633
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) FEE
- -------------------------------------------------------------------------------
Common Stock, 220,000 shares $ 19.50 $4,290,000 $ 1,193
$0.50 par value
- --------------------------------------------------------------------------------
(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares as may become
subject to options under the 1998 Plan as a result of the adjustment provisions
thereof.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 (g).
This Registration Statement Includes a Total of 27 Pages
Exhibit Index on Page 9.
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PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document containing the information in Part I and the documents
incorporated by reference into this Registration Statement constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933. Pursuant to the notes to Form S-8, such documents need not be filed with
the Securities and Exchange Commission but must be given to participants in the
1998 Plan.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this Registration
Statement:
(a) The Corporation's Annual Report on From 10-K for the year ended
December 31, 1998;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since December 31, 1998; and
(c) The description of the Common Stock contained in the Corporation's
Registration Statement on Form S-4, dated September 21, 1998, and any
subsequent amendment updating such description.
Additionally, all documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and be part thereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The Corporation's Articles of Incorporation authorize the issuance of up to
5,000,000 shares of common stock, $0.50 par value.
Holders of the Corporation's common stock are entitled to one vote, in
person or by proxy, for each share held of record in the shareholder's name on
the books of the Corporation as of the record date on any matter submitted to
the vote of the shareholders, except that, in connection with the election of
directors, the shares are entitled to be voted cumulatively.
Each share of common stock has the same rights, preferences and priveleges
as every other share and will share equally in the Corporation's net assets upon
liquidation or dissolution. The Corporation's common stock has no preemptive,
conversion or redemption rights or sinking
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fund provisions and all of the issued and outstanding shares of common stock,
when issued, will be fully paid and nonassessable.
The Corporation's shareholders are entitled to dividends when, as and if
declared by the Corporation's board of directors out of funds legally
available therefor and after satisfaction of the prior rights of holders of
outstanding preferrred stock if any (subject to certain restrictions on
payment of dividends imposed by the laws of California).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CALIFORNIA LEGISLATION
The Corporation and its subsidiary, American Commercial Bank (the "Bank")
are subject to the California General Corporation Law (the "CGCL"), which
provides a detailed statutory framework covering limitation of liability of
directors in certain instances and indemnification of any officer or other agent
of a corporation who is made or threatened to be made a party to any legal
proceeding by reason of his or her services on behalf of such corporation.
With respect to indemnification, the CGCL provides that to the extent any
officer, director or other agent of a corporation is successful "on the merits"
in defense of any legal proceeding to which such person is a party or is
threatened to be made a party by reason of his or her service on behalf of such
corporation or in defense of any claim, issue, or matter therein, such agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith, but does not require indemnification in any other
circumstance. The CGCL also provides that a corporation may indemnify any agent
of the corporation, including officers and directors, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in a third party proceeding against such person by reason of his or her services
on behalf of the corporation, provided the person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of such
corporation. The CGCL further provides that in derivative suites a corporation
may indemnify such a person against expenses incurred in such a proceeding,
provided such person acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation and its shareholders.
Indemnification is not available in derivative actions (i) for amounts paid or
expenses incurred in connection with a matter that is settled or otherwise
disposed of without court approval or (ii) with respect to matters for which the
agent shall have been adjudged to be liable to the corporation unless the court
shall determine that such person is entitled to indemnification.
The CGCL permits the advancing of expenses incurred in defending any
proceeding against a corporate agent by reason of his or her service on
behalf of the corporation upon the giving of a promise to repay any such sums
in the event it is later determined that such person is not entitled to be
indemnified. Finally, the CGCL provides that the indemnification provided by
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the statute is not exclusive of other rights to which those seeking
indemnification may be entitled, by bylaw, agreement or otherwise, to the
extent additional rights are authorized in a corporation's articles of
incorporation. The law further permits a corporation to procure insurance on
behalf of its directors, officers and agents against any liability incurred
by any such individual, even if a corporation would not otherwise have the
power under applicable law to indemnify the director, officer or agent for
such expenses.
The Bylaws of the Bank and the Corporation contain provisions substantially
identical to the provisions of the CGCL.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
The Corporation presently maintains a policy of directors' and officers'
liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4a 1998 Americorp Stock Option Plan
4b Form of stock option agreement
5 Opinion of Reitner & Stuart relating to the legality of
securities being registered, and consent
23a Consent of Vavrinek, Trine, Day & Co.
23b Consent of Fanning & Karrh
23c Consent of Reitner & Stuart is contained in the opinion filed as
Exhibit 5
ITEM 9. UNDERTAKINGS.
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
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thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act 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.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Section 210.3-19 of this chapter
at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required
by Section 10(a)(3) of the Act need not be furnished, PROVIDED
that the registrant includes in the prospectus to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or Section
210.3-19 of this chapter if such financial statements and
information are contained in periodic reports file 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 Form F-3.
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 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 the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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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 the 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 Ventura, State of California on
October 25, 1999.
AMERICORP
By: /s/ Gerald J. Lukiewski
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GERALD J. LUKIEWSKI
President and Chief Executive officer
By: /s/ Keith Sciarillo
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KEITH SCIARILLO
Chief Financial officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Dated:
/s/ Allen W. Jue
- ------------------------- Chairman of the October 21, 1999
ALLEN W. JUE Board of
Directors
/s/ Michael T. Hribar
- ------------------------- Director October 21, 1999
MICHAEL T. HRIBAR
- ------------------------- Director October __, 1999
ROBERT J. LAGOMARSINO
/s/ Gerald J. Lukiewski
- ------------------------- Director October 21, 1999
GERALD J. LUKIEWSKI
/s/ E. Thomas Martin
- ------------------------- Director October 21, 1999
E. THOMAS MARTIN
/s/ Harry L. Maynard
- ------------------------- Director October 21, 1999
HARRY L. MAYNARD
/s/ Edward P. Paul
- ------------------------- Director October 21, 1999
EDWARD P. PAUL
/s/ Joseph L. Priske
- ------------------------- Director October 21, 1999
JOSEPH L. PRISKE
/s/ Jacqueline S. Pruner
- ------------------------- Director October 21, 1999
JACQUELINE S. PRUNER
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EXHIBIT INDEX
Page at which
Exhibit Appears
in Sequentially
EXHIBIT DESCRIPTION NUMBERED COPY
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4a 1998 Americorp Stock Option Plan
4b Form of stock option agreement
5 Opinion of Reitner & Stuart relating
to the legality of securities being
registered, and consent
23a Consent of Vavrinek, Trine, Day & Co.
23b Consent of Fanning & Karrh
23c Consent of Reitner & Stuart*
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* Contained in the opinion filed as Exhibit 5
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EXHIBIT 4a
1998 AMERICORP
STOCK OPTION PLAN
1. PURPOSE OF THE PLAN.
The purpose of this 1998 Americorp Stock Option Plan (the "Plan") is to
advance the interests of the Company through providing select Participants with
the opportunity to acquire Shares. By encouraging such stock ownership, the
Company seeks to attract, retain and motivate the best available personnel for
positions of substantial responsibility and to provide additional incentive to
Directors, Consultants and key Employees of the Company or any Affiliate to
promote the success of the business.
2. DEFINITIONS.
As used herein, the following definitions shall apply:
(a) "Affiliate" shall mean any "parent corporation" or "subsidiary
corporation" of the Company, as such terms are defined in Section 424(e) and
(f), respectively, of the Code, and any other subsidiary corporations of a
parent corporation of the Company.
(b) "Agreement" shall mean a written agreement entered into in accordance
with Paragraph 5(c).
(c) "Award" shall mean an Option evidenced by a written agreement entered
into in accordance with Paragraph 5(c).
(d) "Bank" shall mean American Commercial Bank.
(e) "Board" shall mean the Board of Directors of the Company.
(f) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(g) "Committee" shall mean the Stock Option Committee appointed by the
Board in accordance with Paragraph 5(a) hereof.
(h) "Common Stock" shall mean the common stock, $1.00 par value, of the
Company.
(i) "Company" shall mean Americorp.
(j) "Continuous Service" shall mean the absence of any interruption or
termination of service as an Employee or Director of the Company or an
Affiliate. Continuous Service shall not be considered interrupted in the case
of sick leave, military leave or any other leave of absence approved by the
Company or between the Company, an Affiliate or a successor.
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(k) "Director" shall mean any member of the Board, and any member of the
board of directors of any Affiliate that the Board has by resolution designated
as being eligible for participation in this Plan.
(l) "Non-Employee Director" shall mean any member of the Board who is a
"non-employee director" within the meaning of Rule 16b-3.
(m) "Effective Date" shall mean the date specified in Paragraph 13 hereof.
(n) "Employee" shall mean any person employed by the Company, the Bank or
an Affiliate who is an employee for federal tax purposes.
(o) "Exercise Price" shall mean the price per Optioned Share at which an
Option may be exercised.
(p) "ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan, and which is intended to be and is
identified as an "incentive stock option" within the meaning of Section 422 of
the Code.
(q) "Market Value" shall mean the fair market value of the Common Stock,
as determined under Paragraph 7(b) hereof.
(r) "Non-ISO" means an option to purchase Common Stock which meets the
requirements set forth in the Plan but which is not intended to be and is not
identified as an ISO.
(s) "Option" means an ISO and/or a Non-ISO.
(t) "Optioned Shares" shall mean Shares subject to an Award granted
pursuant to this Plan.
(u) "Participant" shall mean any key Employee, Director, Consultant or
other person who receives an Award pursuant to the Plan. For purposes of this
Plan, the term "Consultant" shall mean a consultant, business associate or other
person or entity with an important business relationship with the Company, the
Bank or an Affiliate.
(v) "Plan" shall mean this 1998 Americorp Stock Option Plan.
(w) "Rule 16b-3" shall mean Rule 16b-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended.
(x) "Share" shall mean one share of Common Stock.
3. TERM OF THE PLAN AND AWARDS.
(a) Term of the Plan. The Plan shall continue in effect for a term of 10
years from the
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Effective Date or the date the Plan is adopted by the Board (whichever period
ends earlier), unless sooner terminated pursuant to Paragraph 15 hereof. No
Award shall be granted under the Plan after such 10 year term.
(b) Term of Awards. The term of each Award granted under the Plan shall
be established by the Committee, but shall not exceed 10 years; provided,
however, that in the case of an Employee who owns Shares representing more than
10% of the outstanding Common Stock at the time an ISO is granted, the term of
such ISO shall not exceed five years, subject to the provisions of Section 8(e)
hereof.
4. SHARES SUBJECT TO THE PLAN.
Except as otherwise required by the provisions of Paragraph 10 hereof, the
aggregate number of Shares deliverable pursuant to Awards shall not exceed
110,00 Shares [ADJUSTED TO 220,000 SHARES PURSUANT TO A TWO-FOR-ONE STOCK SPLIT
ON APRIL 15, 1999]. Such Shares will be authorized but unissued Shares. If any
Awards should expire, become unexercisable, or be forfeited, for any reason
without having been exercised or become vested in full, the Optioned Shares
shall, unless the Plan shall have been terminated, be available for the grant of
additional Awards under the Plan.
5. ADMINISTRATION OF THE PLAN.
(a) Composition of the Committee. The Plan shall be administered by the
Committee, which shall consist of not less than three (3) members of the Board
who are Non-Employee Directors. Members of the Committee shall serve at the
pleasure of the Board. In the absence at any time of a duly appointed
Committee, the Plan shall be administered by those members of the Board who are
Non-Employee Directors.
(b) Powers of the Committee. Except as limited by the express provisions
of the Plan or by resolutions adopted by the Board, the Committee shall have
sole and complete authority and discretion (i) to select Participants and grant
Awards, (ii) to determine the form and content of Awards to be issued in the
form of Agreements under the Plan, (iii) to interpret the Plan, (iv) to
prescribe, amend and rescind rules and regulations relating to the Plan, (v) to
make other determinations necessary or advisable for the administration of the
Plan. The Committee shall have and may exercise such other power and authority
as may be delegated to it by the Board from time to time. A majority of the
entire Committee shall constitute a quorum and the action of a majority of the
members present at any meeting at which a quorum is present, or acts approved in
writing by a majority of the Committee without a meeting, shall be deemed the
action of the Committee.
(c) Agreement. Each Award shall be evidenced by a written agreement
containing such provisions as may be approved by the Committee. Each such
Agreement shall constitute a binding contract between the Company and the
Participant, and every Participant, upon acceptance of such Agreement, shall be
bound by the terms and restrictions of the Plan and of such Agreement. The
terms of each such Agreement shall be in accordance with the Plan. In
particular, the Committee shall set forth in each Agreement (i) the Exercise
Price of an Option, (ii) the number of Shares subject to, and the expiration
date of, the Award, (iv) the restrictions, if any, to be placed upon such Award,
or
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upon Shares which may be issued upon exercise of such Award, and (v) whether
the Option is intended to be an ISO or a Non-ISO.
The Chairman of the Committee and such other Directors and officers as
shall be designated by the Committee are hereby authorized to execute Agreements
on behalf of the Company and to cause them to be delivered to the recipients of
Awards.
(d) Effect of the Committee's Decisions. All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.
(e) Indemnification. In addition to such other rights of indemnification
as they may have, the members of the Committee shall be indemnified by the
Company in connection with any claim, action, suit or proceeding relating to any
action taken or failure to act under or in connection with the Plan or any
Award, granted hereunder to the full extent provided for under the Company's
governing instruments with respect to the indemnification of Directors.
6. GRANT OF OPTIONS.
(a) General Rule. Only key Employees, Directors and Consultants shall be
eligible to receive grants of Options pursuant to the Plan.
(b) Special Rules for ISOs. The aggregate Market Value, as of the date
the option is granted, of the Shares with respect to which ISOs are exercisable
for the first time by an Employee during any calendar year (under all incentive
stock option plans, as defined in Section 422 of the Code, of the Company or any
present or future Parent or Subsidiary of the Company) shall not exceed
$100,000. Notwithstanding the foregoing, the Committee may grant Options in
excess of the foregoing limitations, in which case such Options granted in
excess of such limitations shall be Options which are Non-ISOs.
(c) Delivery of Information. The Company shall deliver to each Optionee
at the times required the information and financial statements provided for in
Rule 428(b) of the Securities and Exchange Commission's Regulation C and by
Section 260.140.46 of the Rules of the California Corporations Commissioner.
7. EXERCISE PRICE FOR OPTIONS
(a) Limits on Committee Discretion. The Exercise Price as to any
particular Option shall not be less than 100% of the Market Value of the
Options Shares on the date of grant without taking into account any restrictions
on the Optioned Shares. In the case of an Employee who owns Shares representing
more than 10% of the Company's outstanding Shares of Common Stock at the time an
ISO is granted, the Exercise Price shall not be less than 110% of the Market
Value of the Optioned Shares at the time the ISO is granted.
(b) Standards for Determining Exercise Price. If the Common Stock is
listed on a national securities exchange (including NASDAQ National Market or
Small Cap System) on the date in
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question, then the Market Value per Share will be the average of the highest
and lowest selling price on such exchange on such date, or if there were no
sales on such date, then the Exercise Price shall be the mean between the
bid and asked price on such date. If the Common Stock is traded otherwise
than on a national securities exchange on the date in question, then the
Market Value per Share shall be the mean between the bid and asked price on
such date, or, if there is no bid and asked price on such date, then on the
next prior business day on which there was a bid and asked price. If no such
bid and asked price is available, then the Market Value per Share shall be
its fair market value as determined by the Committee, in its sole and
absolute discretion.
8. EXERCISE OF OPTIONS.
(a) Generally. Subject to (e) below, any Option granted hereunder shall
be exercisable at such times and under such conditions as shall be permissible
under the terms of the Plan and of the Agreement granted to a Participant. An
Option may not be exercised for a fractional Share.
(b) Procedure for Exercise. A Participant may exercise Options, subject
to provisions relative to its termination and limitations on its exercise, only
by (1) written notice of intent to exercise the Option with respect to a
specified number of Shares, and (2) payment to the Company (contemporaneously
with delivery of such notice) in cash, in Common Stock, or a combination of cash
and Common Stock, of the amount of the Exercise Price for the number of Shares
with respect to which the Option is then being exercised. Each such notice
shall be delivered, or mailed by prepaid registered or certified mail, addressed
to the Chief Financial Officer of the Company at the Company's executive
offices. Common Stock utilized in full or partial payment of the Exercise Price
for Options shall be valued at its Market Value per Share at the date of
exercise.
(c) Period of Exercisability. Except to the extent otherwise provided in
more restrictive terms of an Agreement, an Option may be exercised by a
Participant only with respect to the vested portion of such Option and (in the
case of an Employee or a Director) only while he is an Employee or Director and
has maintained Continuous Service from the date of the grant of the Option, or
within three months after termination of such Continuous Service (but not later
than the date on which the Option would otherwise expire), except if the
Employee's or Director's Continuous Service terminates by reason of:
(1) "Just Cause" which for purposes hereof shall mean termination
because of the Employee's or Director's personal dishonesty (meaning
material dishonesty with respect to any aspect of the Company's, the Bank's
or an Affiliate's affairs or business), incompetence (which actually
results in substantial harm to the Company, the Bank or an Affiliate or
which could reasonably be expected to result in such harm), willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, then the Participant's rights to exercise such
Option shall expire on the date of such termination;
(2) death, then all Options of the deceased Participant shall become
immediately exercisable and may be exercised within one year from the date
of his death (but not later than
<PAGE>
the date on which the Option would otherwise expire) by the personal
representatives of his estate or person or persons to whom his
rights under such Option shall have passed by will or by laws of
descent and distribution;
(3) Permanent and Total Disability (as such term is defined in
Section 22(e)(3) of the Code), then all Options of the disabled Participant
shall become immediately exercisable and may be exercised within one year
from the date of such Permanent and Total Disability, but not later than
the date on which the Option would otherwise expire.
(d) Effect of the Committee's Decisions. The Committee's determination
whether a Participant's Continuous Service has ceased, and the effective date
thereof, shall be final and conclusive on all persons affected thereby.
(e) The vesting period of an Option shall be provided for in the Agreement
and shall be determined in the sole discretion of the Committee; provided,
however, that a minimum of 20% of the Option shall be exercisable in each year
over a five year period from the date the option is granted. The vesting
periods for Options need not be identical. Vesting shall cease immediately
upon the termination of employment or directorship of an optionee. If an
optionee shall not in any given period exercise any of an Option which has
become exercisable during that period, the optionee's right to exercise such
part of the Option shall continue until expiration of the Option.
9. SUBSTITUTE OPTIONS.
Notwithstanding any other provisions of this Plan to the contrary, where
the outstanding shares of another corporation are changed into or exchanged for
shares of Common Stock of the Company in a merger, consolidation, reorganization
or similar transaction, then, subject to the approval of the Board, Options may
be granted in exchange for unexercised, unexpired stock options of the other
corporation, and the exercise price of the Optioned Shares subject to such
Option so granted may be fixed at a price less than one hundred percent of the
Market Value of the Common Stock at the time such Option is granted if said
Exercise Price has been computed to be not less than the Exercise Price set
forth in the stock option of the other corporation, with appropriate adjustment
to reflect the exchange ratio of the shares of stock of the other corporation
into the shares of Common Stock of the Company. The number of shares of the
options of the other corporation shall also be adjusted in accordance with the
exchange ratio so that any substituted Option shall reflect such adjustment.
10. EFFECT OF CHANGES IN COMMON STOCK SUBJECT TO THE PLAN.
(a) Recapitalizations; Stock Splits, Etc. The number and kind of shares
reserved for issuance under the Plan, and the number and kind of shares subject
to outstanding Awards (and the Exercise Price thereof), shall be proportionately
adjusted for any increase, decrease, change or exchange of Shares for a
different number or kind of shares or other securities of the Company which
results from a merger, consolidation, recapitalization, reorganization,
reclassification, stock dividend, split-up, combination of shares, or similar
event in which the number or kind of shares is changed without the receipt or
payment of consideration by the Company.
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(b) Transactions in which the Company Is Not the Surviving Entity. In
the event of (i) the liquidation or dissolution of the Company, (ii) a merger
or consolidation in which the Company is not the surviving entity, (iii) the
sale or disposition of all or substantially all of the Company's assets or
(iv) a tender offer or acquisition by one person or a group of persons acting
in concert of more than 50% of the Company's outstanding Shares (any of the
foregoing to be referred to herein as a "Transaction"), the Committee shall
notify each optionee of the pendency of the Transaction. Upon delivery of
said notice, any Award granted prior to the Transaction shall be,
notwithstanding the provisions of Paragraph 8(e), exercisable in full and not
only as to those Shares with respect to which installments, if any, have been
accrued, subject, however, to earlier expiration or termination as provided
elsewhere in the Plan. Upon the date thirty (30) days after delivery of such
notice, any option or portion thereof not exercised shall terminate, and upon
the effective date of the Transaction, this Plan shall terminate, unless
provision is made in connection with the Transaction for assumption of
Options theretofore granted, or payment therefor, or substitution for such
Options of new options covering stock of a successor corporation, or a parent
or subsidiary corporation thereof, solely at the option of such successor
corporation or parent or subsidiary corporation, with appropriate adjustments
as to number and kind of shares and prices. Notwithstanding the foregoing,
if the Company is the surviving entity in any such Transaction, the options
shall not terminate.
(c) Special Rule for ISOs. Any adjustment made pursuant to subparagraphs
(a) or (b) hereof shall be made in such a manner as not to constitute a
modification, within the meaning of Section 424(h) of the Code, of outstanding
ISOs.
(d) Conditions and Restrictions on New, Additional or Difference Shares or
Securities. If, by reason of any adjustment made pursuant to this Paragraph, a
Participant becomes entitled to new, additional or different shares of stock or
securities, such new, additional or different shares of stock or securities
shall thereupon be subject to all of the conditions and restrictions which were
applicable to the Shares pursuant to the Award before the adjustment was made.
(e) Other Issuances. Except as expressly provided in this Paragraph, the
issuance by the Company or an Affiliate of shares of stock of any class, or of
securities convertible in to Shares or stock of another class, for cash or
property or for labor or services either upon direct sale or upon the exercise
of rights or warrants to subscribe therefor, shall not affect and no adjustment
shall be made with respect to, the number, class, Exercise Price of Shares then
subject to Awards or reserved for issuance under the Plan.
11. NON-TRANSFERABILITY OF AWARDS.
Awards may not be sold, pledged, assigned, hypothecated, transferred or
disposed of in any manner other than by will or by the laws of descent and
distribution, or pursuant to the terms of a "qualified domestic relations order"
(within the meaning of Section 414(p) of the Code and the regulations and
rulings thereunder). An Award may be exercised only by a Participant, the
Participant's personal representative or a permitted transferee.
12. TIME OF GRANTING AWARDS.
<PAGE>
The date of grant of an Award shall, for all purposes, be the later of the
date on which the Committee makes the determination of granting such Award, and
the Effective Date. Notice of the determination shall be given to each
Participant to whom an Award is so granted within a reasonable time after the
date of such grant.
13. EFFECTIVE DATE.
The Plan shall become effective immediately upon its approval by a
favorable vote of stockholders owning at least a majority of the Shares eligible
to be cast at a meeting duly held in accordance with applicable laws.
14. MODIFICATION OF AWARDS.
At any time, and from time to time, the Board may authorize the Committee
to direct execution of an instrument providing for the modification of any
outstanding Award, provided no such modification shall confer on the holder of
said Award any right or benefit which could not be conferred on him by the grant
of a new Award at such time, or impair the Award without the consent of the
holder of the Award.
15. AMENDMENT AND TERMINATION OF THE PLAN.
The Board may from time to time amend the terms of the Plan and, with
respect to any Shares at the time not subject to Awards, suspend or terminate
the Plan.
Except for any changes that may be required to be made at the direction of
the Department of Corporations in connection with a permit procedure under the
California Corporate Securities Law, shareholder approval must be obtained for
any amendment of the Plan that would change the number of Shares subject to the
Plan (except in accordance with Paragraph 10 above), change the category of
persons eligible to be Participants, or materially increase the benefits under
the Plan.
No amendment, suspension or termination of the Plan shall, without the
consent of any affected holders of an Award, alter or impair any rights or
obligations under any Award theretofore granted.
16. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Compliance with Securities Laws. Shares of Common Stock shall not be
issued with respect to any Award unless the issuance and delivery of such Shares
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, any applicable state securities law, and the requirements of any
stock exchange upon which the Shares may then be listed.
(b) Special Circumstance. The inability of the Company to obtain approval
from any regulatory body or authority deemed by the Company's counsel to be
necessary to the lawful issuance
<PAGE>
and sale of any Shares hereunder shall relieve the Company of any liability
in respect of the non-issuance or sale of such Shares.
(c) Committee Discretion. The Committee shall have the discretionary
authority to impose in Agreements such restrictions on Shares as it may deem
appropriate or desirable.
17. RESERVATION OF SHARES.
The Company, during the term of the Plan, will reserve and keep available a
number of Shares sufficient to satisfy the requirements of the Plan.
18. WITHHOLDING TAX.
The Company's obligation to deliver Shares upon exercise of Options shall
be subject to the Participant's satisfaction of all applicable federal, state
and local income and employment tax withholding obligations. The Committee, in
its discretion, may permit the Participant to satisfy the obligation, in whole
or in part, by irrevocably electing to have the Company withhold Shares, or to
deliver to the Company Shares that he already owns, having a value equal to the
amount required to be withheld. The value of Shares to be with withheld, or
delivered to the Company, shall be based on the Market Value of the Shares on
the date the amount of tax to be withheld is to be determined. As an
alternative, the Company may retain, or sell without notice, a number of such
Shares sufficient to cover the amount required to be withheld.
19. NO EMPLOYMENT OR OTHER RIGHTS.
In no event shall an Employee's or Director's eligibility to participate or
participation in the Plan create or be deemed to create any legal or equitable
right of the Employee, Director, or any other party to continue service with the
Company, the Bank, or any Affiliate of such corporations.
20. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws of
the State of California, except to the extent that federal law shall be deemed
to apply.
<PAGE>
EXHIBIT 4b
AMERICORP
STOCK OPTION AGREEMENT UNDER 1998 STOCK OPTION PLAN
To: _______________________ Granting Date: ____________________
We are pleased to notify you that AMERICORP (the "Company") hereby grants
to you an option to purchase all or any part of ________________ shares of the
Common Stock of the Company (the "Shares") at the exercise price of $__________
(the "Exercise Price") per Share as a stock option under the Company's 1998
Stock Option Plan (the "Plan").
THIS OPTION IS:
A. AN INCENTIVE OPTION ONLY IF THIS BLANK IS INITIALED BY THE
COMPANY AT THE SAME TIME THIS AGREEMENT IS DELIVERED TO YOU
_______.
OTHERWISE, IT IS A NON-QUALIFIED OPTION.
B. A "DIRECTOR OPTION" ONLY IF THIS BLANK IS INITIALED AT THE TIME
THIS AGREEMENT IS DELIVERED TO YOU . ALL DIRECTOR
OPTIONS ARE NON-QUALIFIED OPTIONS, REGARDLESS OF ANY OTHER TERMS
SET FORTH HEREIN.
THE OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE PLAN.
ONLY CERTAIN PROVISIONS OF THE PLAN ARE SUMMARIZED IN THIS STOCK OPTION
AGREEMENT (THIS "AGREEMENT").
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of the
Company and its subsidiaries by stimulating the efforts of directors,
officers, full-time salaried employees and consultants on behalf of the
Company, by granting them financial participation in the progress of the
Company.
2. SIGNATURE ON OPTION AGREEMENT.
This option cannot be exercised unless you first sign this document in the
place provided and return it to the Secretary of the Company. It should be
returned before the close of business on the 20th day after the granting of this
option. If you fail to do so, this option may terminate and be of no effect.
However, your signing and delivering this letter will not bind you to purchase
any Shares subject to the option. Your obligation to purchase the Shares can
arise only when you exercise this option in the manner set forth in Paragraph 3
below.
3. TERMS OF OPTION AND EXERCISE OF OPTION.
<PAGE>
Subject to the provisions of Paragraph 4 and this Paragraph 3, this option
shall vest and become exercisable as to the following shares on the following
dates:
Number of Months Number
Following Grant Of Shares
--------------- ---------
Any portion of this option that you do not exercise shall accumulate and
can be exercised by you any time prior to the expiration of _______________
(_____) months from the granting date.
This option may be exercised by delivering to the Chief Financial Officer
of the Company payment in full of the Exercise Price for the number of Shares
being purchased in cash or by certified check or official Company check or the
equivalent thereof acceptable to the Company or in Shares of Company common
stock, together with a written notice in a form satisfactory to the Company,
signed by you specifying the number of Shares you then desire to purchase and
the time of delivery thereof, which shall not be less than five (5) days and not
more than thirty (30) days after the giving of such notice unless an earlier or
later date is mutually agreed upon. (Common Stock utilized in full or partial
payment of the Exercise Price shall be valued at its market value (determined in
accordance with the Plan) at the date of exercise.) At such time the Company
shall, without transfer or issue tax to you (or such other person entitled to
exercise this option), deliver to you (or such person entitled to exercise this
option) at the principal office of the Company, or such other place as shall be
mutually acceptable, a certificate or certificates for such shares dated the
date of this option was validly exercised; provided, however, that the time of
such delivery may be postponed by the Company for such period as may be required
for it with reasonable diligence to comply with any requirements of law. No
fractional shares shall be issued or delivered.
As a holder of this option, you shall have the rights of a shareholder with
respect to the Shares subject to this option only after such Shares shall have
been issued and delivered to you upon the exercise of this option.
4. TERMINATION OF OFFICE OR EMPLOYMENT.
Except to the extent otherwise provided in more restrictive terms of this
Agreement, this option may be exercised by you only with respect to the vested
portion of your option and, in the case of Officers, Employees and Directors,
only while you are an Officer, Employee or Director and have maintained
Continuous Service (all as defined in the Plan) from the date of the grant of
this option, or within three months after termination of such Continuous Service
(but not later than the date on which this option would otherwise expire),
except if the Officer's, Employee's or Director's Continuous Service terminates
by reason of:
<PAGE>
(a) "Just Cause" which for purposes hereof shall mean termination because
of the Employee's or Director's personal dishonesty (meaning material dishonesty
with respect to any aspect of the Company's, the Bank's or an Affiliate's
affairs or business), incompetence (which actually results in substantial harm
to the Company, the Bank or an Affiliate or which could reasonably be expected
to result in such harm), willful misconduct, breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, willful violation
of any law, rule or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, then your rights to exercise this
option shall expire on the date of such termination;
(b) death, then all of your options shall become immediately exercisable
and may be exercised within one year from the date of your death (but not later
than the date on which the option would otherwise expire) by your personal
representatives of your estate or person or persons to whom your rights under
this option shall have passed by will or by laws of descent and distribution;
(c) Permanent and Total Disability (as such term is defined in Section
22(e)(3) of the Internal Revenue Code), then your options shall become
immediately exercisable and may be exercised within one year from the date of
such Permanent and Total Disability, but not later than the date on which the
option would otherwise expire.
The Company's determination whether your Continuous Service has ceased, and the
effective date thereof, shall be final and conclusive on all persons affected
thereby.
5. NONTRANSFERABILITY OF OPTION.
Your option may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent and
distribution, or pursuant to the terms of a "qualified domestic relations order"
(within the meaning of Section 414(p) of the Internal Revenue Code and the
regulations and rulings thereunder). This option may be exercised only by you,
your personal representative or a permitted transferee.
6. ADJUSTMENT OF AND CHANGES IN THE SHARES.
(a) The number and kind of shares reserved for issuance under the Plan,
and the number and kind of shares subject to this option (and the Exercise Price
thereof), shall be proportionately adjusted for any increase, decrease, change
or exchange of Shares for a different number or kind of shares or other
securities of the Company which results from a merger, consolidation,
recapitalization, reorganization, reclassification, stock dividend, split-up,
combination of shares, or similar event in which the number or kind of shares is
changed without the receipt or payment of consideration by the Company.
(b) In the event of (i) the liquidation or dissolution of the Company,
(ii) a merger or consolidation in which the Company is not the surviving
entity, (iii) the sale or disposition of all or substantially all of the
Company's assets or (iv) a tender offer or acquisition by one person or a
group of persons acting in concert of more than 50% of the Company's
outstanding Shares (any of the foregoing to be referred to herein as a
"Transaction"), the Company shall notify you of the pendency
<PAGE>
of the Transaction. Upon delivery of said notice, this option shall be,
notwithstanding provisions to the contrary, exercisable in full and not only
as to those Shares with respect to which installments, if any, have vested,
subject, however, to earlier expiration or termination as provided elsewhere
in this option. Upon the date thirty (30) days after delivery of such
notice, this option or any portion thereof not exercised shall terminate,
unless provision is made in connection with the Transaction for assumption of
this option, or payment therefor, or substitution for this option of a new
option covering stock of a successor corporation, or a parent or subsidiary
corporation thereof, solely at the option of such successor corporation or
parent or subsidiary corporation, with appropriate adjustments as to number
and kind of shares and prices. Notwithstanding the foregoing, if the Company
is the surviving entity in any such Transaction, the option shall not
terminate.
(c) Any adjustment made pursuant to subparagraphs (a) or (b) hereof shall
be made in such a manner as not to constitute a modification, within the meaning
of Section 424(h) of the Internal Revenue Code, of an outstanding Incentive
Option.
(d) If, by reason of any adjustment made pursuant to this Paragraph, you
become entitled to new, additional or different shares of stock or securities,
such new, additional or different shares of stock or securities shall thereupon
be subject to all of the conditions and restrictions which were applicable to
the Shares pursuant to this option before the adjustment was made.
(e) Except as expressly provided in this Paragraph, the issuance by the
Company or an Affiliate of shares of stock of any class, or of securities
convertible into Shares or stock of another class, for cash or property or
for labor or services either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, shall not affect and no adjustment shall
be made with respect to, the number, class, or Exercise Price of Shares then
subject to this option.
7. SUBJECT TO TERMS OF THE PLAN.
This Agreement and the option granted hereby shall be subject in all
respects to the terms and conditions of the Plan. In the event of any conflict
or inconsistency between this Agreement and the terms of the Plan, the terms of
the Plan shall control. Your signature herein represents your acknowledgment of
receipt of a copy of the Plan. Any dispute or disagreement which shall arise
under, or as a result of, or pursuant to, this Agreement shall be finally and
conclusively determined by the Board of Directors of the Company or duly
appointed Committee in its sole discretion, and such determination shall be
binding upon all parties.
<PAGE>
8. TAX EFFECTS.
THE FEDERAL TAX CONSEQUENCES OF STOCK OPTIONS ARE COMPLEX AND SUBJECT TO
CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME VARIATION OF
THE GENERAL RULE IS APPLICABLE. ACCORDINGLY, AN OPTIONEE SHOULD CONSULT WITH
HIS OR HER OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY
SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.
9. RIGHTS AS A SHAREHOLDER OR EMPLOYEE.
You have no rights as a shareholder of the Company with respect to any
Shares until the date of the issuance and delivery of a stock certificate to you
for such Shares. The existence of this option shall neither create nor imply a
right to continued employment with the Company.
10. NOTIFICATION OF SALE.
You agree that you, or any person acquiring Shares upon exercise of this
option, will notify the Company not more than five (5) days before any sale or
disposition of such Shares. If this option is a non-qualified option, you may,
in addition to the exercise price, be required to pay to the Company an amount
equal to the withholding taxes imposed.
AMERICORP
By: _________________________
Name: _______________________
Title: ____________________
Agreed to as of this ______ day
of ______________________.
________________________________
Optionee
<PAGE>
EXHIBIT 5
[LETTERHEAD]
October 29, 1999
Americorp
304 E. Main Street
Ventura CA 93001
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") being filed by Americorp (the "Company") with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 220,000 shares of the Company's common
stock, (the "Common Stock"), issuable pursuant to stock grants or upon the
exercise of stock options granted pursuant to the Company's 1998 Stock Option
Plan (the "Plan").
In rendering this opinion, we have examined such documents and records as
we have deemed relevant. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and such other and further review of fact and law
as we have deemed necessary or appropriate under the circumstances, and assuming
that (i) all options granted under the Plan will be granted pursuant to the
terms of the Plan, (ii) the consideration for the shares of Common Stock issued
pursuant to the exercise of such options will be received prior to the issuance
thereof and (iii) the shares of Common Stock issued pursuant to the exercise of
such options will be issued in accordance with the terms of the Plan and the
option agreements (as appropriate), upon which assumptions the following
opinions are expressly conditioned, it is our opinion that the shares upon the
exercise of options granted pursuant to the Plan and pursuant to the
Registration Statement will, when sold in accordance with the terms of the Plan
and the option agreements, be validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related
<PAGE>
documents, nor is it to be filed with or furnished to any government agency
or other person, without the prior written consent of this firm in each
instance.
This firm hereby consents to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to the undersigned under the
heading "Legal Matters" therein and in any prospectus delivered to participants
in the Plan and any amendments thereto.
Respectfully submitted,
REITNER & STUART
JFS: wsm
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement of Americorp on Form S-8 of our independent auditors report dated
February 26, 1999, on our audit of the consolidated balance sheet of
Americorp and subsidiary as of December 31, 1998, and the related
consolidated statements of income, changes in stockholder's equity and cash
flows for the year then ended, which report is included in the 1998 Annual
Report on Form 10-K.
Vavrinek, Trine, Day & Co., LLP
Laguna Hills, California
October 26, 1999
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement of Americorp on Form S-8 of our independent auditors report dated
January 23, 1998, on our audit of the balance sheet of Channel Islands Bank
as of December 31, 1997, and the related statements of income, changes in
stockholder's equity and cash flows for the two years then ended, which
report is included in the 1998 Annual Report on Form 10-K.
Vavrinek, Trine, Day & Co., LLP
Laguna Hills, California
October 26, 1999
<PAGE>
EXHIBIT 23b
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement of Americorp on Form S-8 of our auditors' report, dated January 23,
1998 (except for Note 6 as to which the date is May 7, 1998 and for Note 17
as to which the date is August 27, 1998), on our audit of the consolidated
balance sheet of Americorp and subsidiary as of December 31, 1997, and the
related consolidated statements of income, stockholders' equity and cash
flows for the two years then ended, which report is included in the 1998
Annual Report on Form 10-K.
Fanning & Karrh
Ventura, California
October 29, 1999
