<PAGE>
As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333-
----------------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
AMERICORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 77-0164985
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
304 E. Main Street, Ventura CA 93001
- --------------------------------- -------
(Address of Principal Executive Offices) (Zip Code)
1998 Americorp Stock Option Plan
--------------------------------
(Full title of the plan)
Gerald J. Lukiewski
President and Chief Executive Officer
Americorp
304 E. Main Street
Ventura CA 93001
----------------
(Name and address of agent for service)
(805) 658-6633
--------------
(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, 260,000 shares $16.875 $4,387,500 $1,220
$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).
<PAGE>
STATEMENT PURSUANT TO GENERAL INSTRUCTION E
Americorp has previously registered shares of its common stock in
connection with the 1998 Stock Option Plan. This Registration Statement merely
registers additional shares of common stock in connection with such Plan and is
filed in accordance with General Instruction E of Form S-8. The file number of
the previous Registration Statement relating to shares for the 1998 Stock Option
Plan is 333-90227 and the contents of such Registration Statement are
incorporated herein by this reference.
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
<S> <C>
4a 1998 Americorp Stock Option Plan, as amended
4b Form of stock option agreement (previously filed in
Registration Statement 333-90227)
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
</TABLE>
<PAGE>
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 May 18, 2000.
AMERICORP
By: /s/ Gerald J. Lukiewski
------------------------------
GERALD J. LUKIEWSKI
President and Chief Executive Officer
By: /s/ Keith Sciarillo
------------------------------
KEITH SCIARILLO
Chief Financial Officer
<PAGE>
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.
<TABLE>
<CAPTION>
Dated:
<S> <C> <C>
/s/ ALLEN W. JUE
- ------------------------- Chairman of the May 18, 2000
ALLEN W. JUE Board of
Directors
/s/ MICHAEL T. HRIBAR
- ------------------------- Director May 18, 2000
MICHAEL T. HRIBAR
/s/ ROBERT J. LAGOMARSINO
- ------------------------- Director May 18, 2000
ROBERT J. LAGOMARSINO
/s/ GERALD J. LUKIEWSKI
- ------------------------- Director May 18, 2000
GERALD J. LUKIEWSKI
/s/ E. THOMAS MARTIN
- ------------------------- Director May 18, 2000
E. THOMAS MARTIN
/s/ HARRY L. MAYNARD
- ------------------------- Director May 18, 2000
HARRY L. MAYNARD
/s/ EDWARD P. PAUL
- ------------------------- Director May 18, 2000
EDWARD P. PAUL
/s/ JOSEPH L. PRISKE
- ------------------------- Director May 18, 2000
JOSEPH L. PRISKE
- ------------------------- Director May __, 2000
JACQUELINE S. PRUNER
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page at which
Exhibit Appears
in Sequentially
Exhibit Description Numbered Copy
- ------- ----------- ---------------
<S> <C> <C>
4a 1998 Americorp Stock Option Plan, as amended
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*
</TABLE>
- -------------------------------
* Contained in the opinion filed as Exhibit 5
<PAGE>
1998 AMERICORP
STOCK OPTION PLAN
AS AMENDED
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.
<PAGE>
(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
<PAGE>
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
480,000 Shares [ADJUSTED FROM 110,000 TO 220,000 SHARES PURSUANT TO A 2-FOR-1
STOCK SPLIT ON APRIL 15, 1999 AND ADJUSTED TO 480,000 SHARES PURSUANT TO A VOTE
OF THE SHAREHOLDERS ON MAY 16, 2000]. 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,
<PAGE>
and the expiration date of, the Award, (iv) the restrictions, if any, to be
placed upon such Award, or 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
<PAGE>
securities exchange (including NASDAQ National Market or Small Cap System) on
the date in 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
<PAGE>
exercisable and may be exercised within one year from the date of his death
(but not later than 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
<PAGE>
without the receipt or payment of consideration by the Company.
(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.
<PAGE>
12. TIME OF GRANTING AWARDS.
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.
<PAGE>
(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 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>
REITNER & STUART
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
1319 Marsh Street
San Luis Obispo, CA 93401
Tel: (805) 545-8590 Fax: (805) 545-8599
BARNET REITNER* WASHINGTON D.C. OFFICE:
JOHN F. STUART 1730 K STREET, N.W., 11TH FLOOR
- ------------ WASHINGTON, D.C. 20006
*ADMITTED ONLY IN CALIFORNIA TEL (202) 466-2818 FAX (202) 466-3535
May 22, 2000
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 an additional 260,000 shares of the
Company's common stock, (the "Additional Common Stock"), issuable pursuant to
stock grants or upon the exercise of stock options granted pursuant to the
Company's 1998 Stock Option Plan, as amended (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 Additional Common
Stock issued pursuant to the exercise of such options will be received prior to
the issuance thereof and (iii) the shares of Additional 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 of Additional Common Stock issued 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,
/s/ Reitner & Stuart
REITNER & STUART
JFS: wsm
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the registration
statement dated May 22, 2000 on Form S-8 of Americorp of our independent
auditors report dated January 20, 2000, on our audits of the consolidated
balance sheets of Americorp and subsidiary as of December 31, 1999 and 1998, and
the related consolidated statements of income, changes in stockholder's equity
and cash flows for the years then ended, which report is included in the 1999
Annual Report on Form 10-K.
/s/ Vavrinek, Trine, Day & Co., LLP
Laguna Hills, California
May 22, 2000
<PAGE>
EXHIBIT 23(b)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Registration
Statement dated May 22, 2000 on Form S-8 of Americorp of our independent
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 1999 Annual Report on Form 10-K.
Fanning & Karrh
Ventura, California
May 22, 2000
