<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 1996
Registration No. 333-________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VALLICORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0229483
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8405 NORTH FRESNO STREET, FRESNO, CALIFORNIA 93720
(Address of Principal Executive Offices) (Zip Code)
VALLICORP HOLDINGS, INC. 1996 AUBURN CONTINUATION STOCK OPTION PLAN
(Full title of the plan)
E.L. HERBERT
EXECUTIVE VICE PRESIDENT/GENERAL COUNSEL
VALLICORP HOLDINGS, INC.
8405 NORTH FRESNO STREET
FRESNO, CALIFORNIA 93720
(209) 437-5705
(Name, address and telephone number, including area code, of agent for service)
-----------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED SHARE /(1)/ PRICE /(1)/ REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value one
cent ($.01) per share....... 43,086 $16.875 $727,076 $251.00
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This figure has been estimated solely for the purpose of determining the
registration fee. The figure was calculated pursuant to Rule 457(c) using
the average of the high and low prices for shares of the Company's Common
Stock as reported on The Nasdaq Stock Market on September 25, 1996.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
- --------------------------------------------------------------------------------
This is page 1 of 36 pages.
The Exhibit Index is located at page 11.
1
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by ValliCorp Holdings, Inc. (Commission
File No. 0-18202) (the "Company") with the Commission are incorporated herein by
reference and made a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
2. The Company's Registration Statement under the Securities Act of
1933, as amended, No. 333-06411, which contains audited supplemental
consolidated financial statements for the year ended December 31, 1995.
3. The Company's Quarterly Reports on Form 10-Q for the three-month
periods ended March 31, 1996 and June 30, 1996.
4. The Company's Reports on Form 8-K dated February 2, 1996, March
22, 1996 and March 27, 1996 and an Amendment No. 1 on Form 8-K/A to the
Form 8-K bearing a Date of Report of February 2, 1996.
5. The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934 on Form 8-K dated November 30, 1989, and any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date
of filing of this Registration Statement and prior to such time as the Company
files a post-effective amendment to this Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
2
<PAGE>
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Certain legal matters in connection with the sale of the shares of
Common Stock offered hereby will be passed upon for the Company by E.L. Herbert,
the Company's Executive Vice President, General Counsel and Secretary. As of
September 1, 1996, Mr. Herbert beneficially owned an aggregate of 10,081 shares
of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty, except: (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. The effect of this
provision in the certificate of incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in situations described above.
The directors and officers of the Registrant may be indemnified by the
Registrant pursuant to the provisions of Article VIII of its Bylaws, which read
as follows:
SECTION 1. RIGHT TO INDEMNIFICATION. Each person who was or is made
a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative, is or was a director or executive officer of
the Corporation or is or was serving at the request of the Corporation as a
director, officer or employee of another corporation, or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged action in an
official capacity as a director or executive officer or in any other capacity
while serving as a director or executive officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by Delaware law, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment
3
<PAGE>
permits the Corporation to provide broader indemnification rights than said Law
permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties, amounts paid or to be paid in settlement and amounts
expended in seeking indemnification granted to such person under applicable law,
this Bylaw or any agreement with the Corporation) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director or executive officer and
shall inure to the benefit of his or her heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this Article VIII,
the Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person
only if such action, suit or proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. Such right shall be a contract right and
shall include the right to be paid by the Corporation expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law then so requires, the
payment of such expenses incurred by a director or executive officer of the
Corporation in his or her capacity as a director or executive officer (and not
in any other capacity in which service was or is rendered by such person while a
director or executive officer, including, without limitation, service to an
employee benefit plan) in advance of the final disposition of such proceeding,
shall be made only upon delivery to the Corporation of an undertaking, by or on
behalf of such director or executive officer, to repay all amounts so advanced
if it should be determined ultimately that such director or executive officer is
not entitled to be indemnified under this Section or otherwise. For purposes of
this Article VIII, "executive officer" shall mean the President, Secretary,
Chief Financial Officer and any other officer who is so designated as such in a
resolution of the Board of Directors that expressly refers to this Article.
SECTION 2. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
1 is not paid in full by the Corporation within thirty (30) days after a written
claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if such suit is not frivolous or brought in bad faith, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. In making such claim, the claimant shall have the burden of proving that
the claimant has met the standards of conduct which make it permissible under
the Delaware General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
shareholders), that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on any
person in Section 1 and 2 shall not be exclusive of any other right which such
persons may have or hereafter
4
<PAGE>
acquire under any statute, provision of the Certificate of Incorporation, Bylaw,
agreement, vote of shareholders or disinterested directors or otherwise.
SECTION 4. INDEMNIFICATION CONTRACTS. The Board of Directors is
authorized to enter into a contract with any director, officer, employee or
agent of the Corporation, or any person serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including employee
benefit plans, providing for indemnification rights equivalent to or, if the
Board of Directors so determines, greater than, those provided for in this
Article VIII.
SECTION 5. INSURANCE. The Corporation shall maintain insurance to the
extent that it is reasonably available and the premium costs are not
disproportionate to the amount of coverage provided, at its expense, to protect
itself and any such director or executive officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any
such expense, liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
SECTION 6. EFFECT OF AMENDMENT. Any amendment, repeal or modification
of any provision of this Article VIII by the shareholders and the directors of
the Corporation shall not adversely affect any right or protection of a director
or officer of the Corporation existing at the time of such amendment, repeal or
modification.
SECTION 7. SETTLEMENT OF CLAIMS. The Corporation shall not be liable
to indemnify any director or executive officer under this Article VIII: (i) for
any amounts paid in settlement of any action or claim effected without the
Corporation's written consent, which consent shall not be unreasonably withheld;
or (ii) for any judicial award, if the Corporation was not given a reasonable
and timely opportunity, at its expense, to participate in the defense of such
action.
SECTION 8. SUBROGATION. In the event of payment under this Article
VIII, the Corporation shall be subrogated to the extent of such payment to all
of the rights of recovery of the indemnified party who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including, without limitation, the execution of such documents necessary to
enable the Corporation effectively to bring suit to enforce such rights.
SECTION 9. NO DUPLICATION OF PAYMENTS. The Corporation shall not be
liable under this Article VIII to make any payment in connection with any claim
made against the director or executive officer to the extent such director or
executive officer has otherwise actually received payment (under any insurance
policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable
hereunder.
The Registrant's Bylaws provide for indemnification of legal
representatives, directors and executive officers of the Registrant or persons
serving at the request of the
5
<PAGE>
Registrant as a director, officer or employee of another corporation, or a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefits (an "Indemnitee"). Under the Bylaws, the Registrant
must indemnify an Indemnitee to the fullest extent permitted by Delaware law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been an Indemnitee of the Registrant. The
Registrant is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.
The Registrant also maintains an insurance policy insuring its
directors and executive officers against liability for certain acts and
omissions while acting in their official capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
----------- -------
<S> <C>
(4) ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock
Option Plan
(5) Opinion of E.L. Herbert, Esq. as to validity of
securities registered
(23.1) Consent of Deloitte & Touche LLP, independent auditors
for the Registrant and the Plan
(23.2) Consent of Ernst & Young LLP, former independent
auditors for the Registrant
(23.3) Consent of Price Waterhouse LLP, independent auditors of
Mineral King Bancorp, Inc., previously merged into the
Registrant
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
(23.4) Consent of Grant Thornton LLP, independent auditors for
El Capitan Bancshares, Inc., previously merged into the
Registrant
(23.5) Consent of E.L. Herbert, Esq. regarding
original opinion (contained in Exhibit 5)
(24) Power of Attorney
</TABLE>
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, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and each filing of the 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.
(c) 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, therefor, 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
7
<PAGE>
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.
8
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fresno, State of California, on this 27th day of
September, 1996.
VALLICORP HOLDINGS, INC.
(Registrant)
By: /s/
-------------------------------
J. MIKE McGOWAN,
Chairman/Chief Executive Officer
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>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Chairman of the Board of September 27, 1996
- --------------------------- Directors/Chief Executive
J. MIKE McGOWAN Officer (Principal Executive
Officer) and Director
/s/ Executive Vice President/ September 27, 1996
- --------------------------- Chief Financial Officer
WOLFGANG T.N. MUELLECK (Principal Financial and
Accounting Officer)
/s/ Vice Chairman of the Board September 27, 1996
- --------------------------- and Director
PATRICK J. MON PERE
/s/ Director September 27, 1996
- ---------------------------
WILLIAM A. BENNEYAN
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
Director September 27, 1996
- ---------------------------
LOUIS H. HERWALDT
/s/ Director September 27, 1996
- ---------------------------
LORENZO TONY ORTEGA, Ph.D.
/s/ President/Chief Operating September 27, 1996
- --------------------------- Officer and Director
STEVEN C. PUMPHREY
/s/ Director September 27, 1996
- ---------------------------
V. EUGENE ROSS
/s/ Director September 27, 1996
- ---------------------------
MICHAEL J. RYAN, JR.
Director September 27, 1996
- ---------------------------
JERRY K. STANNERS
/s/ Director September 27, 1996
- ---------------------------
CHARLES L. TINGEY
</TABLE>
* J. MIKE McGOWAN hereby signs this Registration Statement on September 27,
1996, on behalf of each of the persons so indicated for whom he is attorney-in-
fact pursuant to a power of attorney filed herewith, which persons constituted a
majority of the members of the Registrant's Board of Directors.
/s/
------------------------------------
J. MIKE McGOWAN
10
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Exhibit
----------- -------
<S> <C>
(4) ValliCorp Holdings, Inc. 1996 Auburn Continuation
Stock Option Plan
(5) Opinion of E.L. Herbert, Esq. as to validity of
securities registered
(23.1) Consent of Deloitte & Touche LLP, independent
auditors for the Registrant and the Plan
(23.2) Consent of Ernst & Young LLP, former independent
auditors for the Registrant
(23.3) Consent of Price Waterhouse LLP, independent
auditors of Mineral King Bancorp, Inc., previously
merged into the Registrant
(23.4) Consent of Grant Thornton LLP, independent auditors
for El Capitan Bancshares, Inc., previously merged
into the Registrant
(23.5) Consent of E.L. Herbert, Esq. regarding original
opinion (contained in Exhibit 5)
(24) Power of Attorney
</TABLE>
<PAGE>
EXHIBIT 4
VALLICORP HOLDINGS, INC.
1996 AUBURN CONTINUATION STOCK OPTION PLAN
1. Background.
----------
(a) ValliCorp Holdings, Inc. (the "Company") and Auburn Bancorp
("Auburn") entered into an Agreement and Plan of Reorganization dated as of
March 27, 1996 (the "Merger Agreement"), which provides for the merger (the
"Merger") of Auburn with and into the Company.
(b) Section 7.10 of the Merger Agreement provides, in its entirety, as
follows:
"7.10 Stock Options.
-------------
(a) At and as of the Effective Time, ValliCorp shall assume each and
every outstanding option to purchase shares of Auburn Common Stock
("Auburn Stock Option") and all obligations of Auburn under the Auburn
Stock Plans. Each and every Auburn Stock Option so assumed by
ValliCorp under this Agreement shall continue to have, and be subject
to, the same terms and conditions set forth in the Auburn Stock Plans
immediately prior to the Effective Time, except that: (i) such Auburn
Stock Option shall be exercisable for that number of whole shares of
ValliCorp Common Stock equal to the product of (A) the number of
shares of Auburn Common Stock that were purchasable under such Auburn
Stock Option immediately prior to the Effective Time multiplied by (B)
the Conversion Ratio, rounded down to the nearest whole number of
shares of ValliCorp Common Stock; and (ii) the per share exercise
price for the shares of ValliCorp Common Stock issuable upon exercise
of such Auburn Stock Option shall be equal to the quotient determined
by dividing
1
<PAGE>
(A) the exercise price per share of Auburn Common Stock at which such
Auburn Stock Option was exercisable immediately prior to the Effective
Time by (B) the Conversion Ratio. At the Effective Time, ValliCorp
shall issue to each holder of an outstanding Auburn Stock Option a
document evidencing the assumption of such Auburn Stock Option by
ValliCorp pursuant to this Section 7.10.
(b) ValliCorp shall comply with the terms of the Auburn Stock Plans
and insure, to the extent required by, and subject to the provisions
of, such Plans, that Auburn Stock Options which qualify as incentive
stock options prior to the Effective Time qualify as incentive stock
options of ValliCorp after the Effective Time.
(c) At or prior to the Effective Time, ValliCorp shall take all
corporate action necessary to reserve for issuance a sufficient number
of shares of ValliCorp Common Stock for delivery upon exercise of
Auburn Stock Options assumed by it in accordance with this Section
7.10. At the Effective Time, or as soon as practicable thereafter,
ValliCorp shall file a registration statement on Form S-4 or Form S-8,
as the case may be (or any successor or other appropriate forms), or
another appropriate form with respect to the shares of ValliCorp
Common Stock subject to such options and shall use all reasonable
efforts to maintain the effectiveness of such registration statement
(and maintain the current status of the prospectus or prospectuses
contained therein) for so long as such options remain outstanding."
(c) The term "Effective Time", as used herein, shall mean the
effective time of the Merger as such term is defined in
2
<PAGE>
the Merger Agreement. The Effective Time occurred or is anticipated to occur on
or about September 13, 1996.
(d) As of the Effective Time, there were options for 52,500 shares of
common stock, no par value ("Auburn Common Stock"), of Auburn ("Auburn Stock
Options") outstanding under the Auburn Bancorp 1994 Stock Option Plan (the
"Auburn Plan").
(e) By way of this ValliCorp Holdings, Inc. 1996 Auburn Continuation
Stock Option Plan (the "Plan"), the Company is assuming the Auburn Plan as of
the Effective Time, with modifications to (i) reflect the substitution of the
Company for Auburn, (ii) reflect that the options to purchase stock will be
options to purchase the Common Stock, par value one cent ($.01) per share, of
the Company ("Company Common Stock") with appropriate adjustment for the
Conversion Ratio determined according to the Merger Agreement, (iii) reduce the
number of shares available for distribution under the Plan to the number of
shares subject to outstanding Auburn Stock Options as of the Effective Time, and
(iv) make other appropriate revisions to the Auburn Plan not inconsistent with
the provisions of the Merger Agreement.
2. Purpose.
-------
The purpose of the Plan is to strengthen the Company and those corporations
which are or hereafter become subsidiary corporations of the Company by
providing an additional means of attracting and retaining competent directors,
officers and management level employees and by providing to participating
directors, officers and management level employees added incentive for high
levels of performance. The Plan seeks to accomplish these purposes and achieve
these results by providing a means whereby such directors, officers and
management level employees may purchase shares of the common stock of the
Company pursuant to options granted in accordance with the Plan.
Options granted pursuant to the Plan are intended to be either "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended from time to time (the "Code"), or "nonqualified stock
options", as shall be determined and designated upon the grant of each option
hereunder.
3
<PAGE>
3. Administration.
--------------
This Plan shall be administered by the Board of Directors (the "Board").
The Board in its sole discretion may from time to time appoint a committee (the
"Stock Option Committee") to administer the Plan and exercise all of the powers,
authority and discretion of the Board under this Plan. The Board may from time
to time remove members from, or add members to, the Stock Option Committee, and
vacancies on the Stock Option Committee shall be filled by the Board. The Board
may abolish the Stock Option Committee at any time and/or revest in the Board
the administration of the Plan.
Any action of the Board, or the Stock Option Committee, if applicable, with
respect to the administration of the Plan shall be taken pursuant to a majority
vote, or the unanimous written consent, of its members. Subject to the express
provisions of the Plan, the Board, or the Stock Option Committee, if applicable,
shall have the authority to construe and interpret the Plan, define the terms
used therein, prescribe, amend and rescind, the rules and regulations relating
to administration of the Plan, and make all other determinations necessary or
advisable for administration of the Plan.
All decisions, determinations, interpretations or other actions by the
Board, or the Stock Option Committee, if applicable, shall be final, conclusive
and binding on all persons, optionees, grantees, subsidiary corporations of the
Company and any successors-in-interest to such parties.
With regard to the granting of a stock option to a member of the Board, or
the Stock Option Committee, if applicable, such member must abstain from voting.
4. Incentive Stock Options.
-----------------------
All options granted which are designated at the time of grant as an
"incentive stock option" shall be deemed an incentive stock option.
(a) Incentive stock options granted under this Plan are intended to be
qualified under Section 422 of the Code.
4
<PAGE>
(b) Full-time salaried officers and management level employees of the
Company or subsidiary corporations (as that term is defined in Section 424(f) of
the Code), shall be eligible for selection to participate in the incentive stock
option portion of the Plan. No director of the Company who is not also a full-
time salaried officer or employee of the Company or a subsidiary corporation,
may be granted an incentive stock option hereunder. Subject to the express
provisions of the Plan, the Stock Option Committee or the Board, as applicable,
shall (i) select from the eligible class of employees to whom incentive stock
options shall be granted and make recommendations to the Board concerning the
individuals to whom incentive stock options shall be granted, (ii) determine the
discretionary terms and provisions of the respective incentive stock option
agreements (which need not be identical), (iii) determine the times at which
such incentive stock options shall be granted, and (iv) determine the number of
shares subject to each incentive stock option. An individual who has been
granted an incentive stock option may, if he or she is otherwise eligible under
the Plan, be granted additional incentive stock options if the Board shall so
determine.
(c) The Board shall determine the individuals who shall receive incentive
stock options and the terms and provisions of the incentive stock options, and
shall grant such incentive stock options to such individuals. Notwithstanding
the above sentence, however, the Board may delegate to the Stock Option
Committee the power to determine the individuals who shall receive incentive
stock options and the terms and provisions of such incentive stock options, and
the power to grant incentive stock options to such individuals.
(d) Except as described in Subsection (f) below, the Board or the Stock
Option Committee, if authorized, shall not grant an incentive stock option to
purchase shares of the Company's common stock to any individual who, at the time
of the grant, owns stock possessing more than 10% of the total combined voting
power or value of all classes of stock of the Company or a subsidiary
corporation. The attribution rules of Section 424(d) of the Code shall apply in
the determination of ownership of stock for these purposes.
(e) The aggregate fair market value (determined as of the time the
incentive stock option is granted) of stock with
5
<PAGE>
respect to which incentive stock options are exercisable for the first time by
an individual during any calendar year (under all plans of the Company and its
subsidiary corporations, if any) shall not exceed $100,000, plus any greater
amount as may be permitted under subsequent amendments to the Code.
(f) The purchase price of stock subject to each incentive stock option
shall be determined by the Board (or the Stock Option Committee, if authorized)
but shall not be less than one hundred percent (100%) of the fair market value
of such stock at the time such option is granted, except, in the case of
optionees who at the time of the grant own more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or a
subsidiary corporation (as defined in Section 422 of the Code), in which case
the purchase price of the stock shall not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is granted
and the term of such option shall be for no more than five (5) years. The fair
market value of such stock shall be determined in accordance with any reasonable
valuation method, including the valuation methods described in Treasury
Regulation Section 20.2031-2.
5. Nonqualified Stock Options.
--------------------------
(a) All options granted which are (i) in excess of the aggregate fair
market value limitations set forth in Section 4(e) hereof, (ii) designated at
the time of the grant as "nonqualified", or (iii) intended to be incentive stock
options but do not meet the requirements of incentive stock options, shall be
deemed nonqualified stock options. Nonqualified stock options granted hereunder
shall be so designated in the nonqualified stock option agreement entered into
between the Company and the optionee.
(b) Directors, full-time salaried officers (including full-time salaried
officers who are also directors) and management level employees of the Company
or subsidiary corporations shall be eligible for selection to participate in the
nonqualified stock option portion of the Plan. Subject to the express
provisions of the Plan, the Stock Option Committee or Board, as applicable,
shall (i) select from the eligible class of individuals to whom nonqualified
stock options shall be granted
6
<PAGE>
and make recommendations to the Board concerning the individuals to whom
nonqualified stock options shall be granted, (ii) determine the discretionary
terms and provisions of the respective nonqualified stock option agreements
(which need not be identical), (iii) determine the times at which such
nonqualified stock options shall be granted, and (iv) determine the number of
shares subject to each nonqualified stock option. An individual who has been
granted a nonqualified stock option may, if he or she is otherwise eligible
under the Plan, be granted additional nonqualified stock options if the Board
shall so determine.
(c) The Board shall determine the individuals who shall receive
nonqualified stock options and the terms and provisions of the nonqualified
stock options, and shall grant such nonqualified stock options to such
individuals. Notwithstanding the above sentence, however, the Board may
delegate to the Stock Option Committee the power to determine the individuals
who shall receive nonqualified stock options and the terms and provisions of
such nonqualified stock options, and the power to grant nonqualified stock
options to such individuals.
(d) The purchase price of stock subject to each nonqualified stock option
shall be determined by the Board (or the Stock Option Committee, if authorized),
but shall not be less than one hundred percent (100%) of the fair market value
of such stock at the time such option is granted, except, in the case of
optionees who at the time of the grant own more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or a
subsidiary corporation (as defined in Section 422 of the Code), in which case
the purchase price of the stock shall not be less than one hundred ten percent
(110%) of the fair market value of such stock at the time such option is
granted. The fair market value of such stock shall be determined in accordance
with any reasonable valuation method, including the valuation methods described
in Treasury Regulation 20.2031-2.
6. Stock Subject to the Plan.
-------------------------
Subject to adjustments as provided in Section 13 hereof, the stock to be
offered under the Plan shall be shares of the Company's authorized but unissued
common stock (hereinafter called "stock") and the aggregate amount of stock to
be delivered
7
<PAGE>
upon exercise of all options granted under this Plan shall not exceed 43,086
shares. If any option shall be cancelled, surrendered or expire for any reason
without having been exercised in full, the underlying shares subject thereto
shall again be available for purposes of this Plan.
7. Continuation of Employment.
--------------------------
Nothing contained in the Plan (or in any option agreement) shall obligate
the Company or any subsidiary corporation to employ any optionee for any period
or interfere in any way with the right of the Company or a subsidiary
corporation to reduce the optionee's compensation. However, the Company may not
reduce the terms of any option without the approval of the optionee.
8. Exercise of Options.
-------------------
No option shall be exercisable until all necessary regulatory and
shareholder approvals are obtained. Except as otherwise provided in this
section, each option shall be exercisable in such installments, which need not
be equal, and upon such contingencies as the Board (or the Stock Option
Committee, if authorized) shall determine; provided, however, that if an
optionee shall not in any given installment period purchase all of the shares
which the optionee is entitled to purchase in such installment period, the
optionee's right to purchase any shares not purchased in such installment period
shall continue until expiration or termination of such option. Notwithstanding
the foregoing, the options shall vest at the rate of at least 20% per year over
a five year period from the date the option is granted.
Fractional share interests shall be disregarded, except that they may be
accumulated. Not less than ten (10) shares may be purchased at any one time
unless the number of shares purchased is the total number of shares which is
exercisable at such time. Options may be exercised by written notice delivered
to the Company stating the number of shares with respect to which the option is
being exercised, together with the full purchase price for such shares. Payment
of the option price in full, for the number of shares to be delivered, must be
made in cash, or subject to applicable law, with the Company's stock previously
acquired by the optionee. The equivalent dollar value of shares
8
<PAGE>
used to effect a purchase shall be the fair market value of the shares on the
date of exercise. If the option is being exercised by any person other than the
optionee, said notice shall be accompanied by proof, satisfactory to counsel for
the Company, of the right of such person to exercise the option. Optionees will
have no rights as shareholders with respect to stock of the Company subject to
their stock option agreements until the date of issuance of the stock
certificate to them.
9. Nontransferability of Options.
-----------------------------
Each option shall, by its terms, be nontransferable by the optionee other
than by will or the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by the optionee.
10. Cessation of Directorship or Employment.
---------------------------------------
Except as provided in Sections 11 and 21 hereof, if an optionee ceases to
be a director or an employee of the Company or a subsidiary corporation for any
reason other than his or her disability (as defined in Section 22(e)(3) of the
Code) or death, the optionee's option shall expire three (3) months after the
date of termination of such directorship or employment. During the period after
cessation of directorship or employment, such option shall be exercisable only
as to those installments, if any, which have accrued and/or vested as of the
date on which the optionee ceased to be a director or employee of the Company or
a subsidiary corporation.
11. Termination of Employment for Cause.
-----------------------------------
If the stock option agreement so provides and if an optionee's employment
by the Company or a subsidiary corporation is terminated for cause, the
optionee's option shall expire thirty (30) days from the date of such
termination. Termination for cause shall include, but not be limited to,
termination for malfeasance or gross misfeasance in the performance of duties or
conviction of illegal activity in connection therewith or any conduct
detrimental to the interests of the Company or a subsidiary corporation, and, in
any event, the determination of the Board with respect thereto shall be final
and conclusive.
9
<PAGE>
12. Disability or Death of Optionee.
-------------------------------
If any optionee dies while serving as a director or employee of the Company
or a subsidiary corporation, the option shall expire one (1) year after the date
of such death, except as provided in Section 21 hereof. After such death but
before such expiration, the persons to whom the optionee's rights under the
option shall have passed by will or by the laws of descent and distribution or
the executor or administrator of optionee's estate shall have the right to
exercise such option to the extent that installments, if any, had accrued and/or
vested as of the date on which the optionee ceased to be director or employee of
the Company or a subsidiary corporation.
If the optionee shall terminate his or her directorship or employment
because of disability (as defined in Section 22(e)(3) of the Code), the optionee
may exercise this option to the extent he or she is entitled to do so at the
date of termination, at any time within one (1) year of the date of termination,
except as provided in Section 21 hereof.
If any optionee dies during the three (3) month period referred to in
Section 10 hereof, the option shall expire one (1) year after the date of such
death, except as provided in Section 21 hereof.
13. Adjustment Upon Changes in Capitalization.
-----------------------------------------
If the outstanding shares of the stock of the Company are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation or otherwise,
without consideration to the Company, an appropriate and proportionate
adjustment shall be made in the number and kind of shares as to which options
may be granted. A corresponding adjustment changing the number or kind of
shares and the exercise price per share allocated to unexercised options or
portions thereof, which shall have been granted prior to any such change shall
likewise be made. Any such adjustment, however, in an outstanding option shall
be made without change in the total price applicable to the unexercised portion
of the option, but with a corresponding adjustment in the price for each share
subject to the option.
10
<PAGE>
Any adjustment under this Section 13 shall be made by the Board, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued or
made available under the Plan on account of any such adjustment, and fractional
share-interests shall be disregarded, except that they may be accumulated.
14. Terminating Events.
------------------
A Terminating Event shall be defined as any one of the following events:
(i) a dissolution or liquidation of the Company; (ii) a reorganization, merger
or consolidation of the Company with one or more corporations, the result of
which (A) the Company is not the surviving corporation, or (B) the Company
becomes a subsidiary of another corporation (which shall be deemed to have
occurred if another corporation shall own directly or indirectly, over 80% of
the aggregate voting power of all outstanding equity securities of the Company);
(iii) a sale of substantially all the assets of the Company to another
corporation; or (iv) a sale of the equity securities of the Company representing
more than 80% of the aggregate voting power of all outstanding equity securities
of the Company to any person or entity, or any group of persons and/or entities
acting in concert. When the Company knows that a Terminating Event will occur
(i) the Company shall deliver to each optionee no less than thirty (30) days
prior to the Terminating Event, written notification of the Terminating Event
and the optionee's right to exercise all options granted pursuant to this Plan,
whether or not vested under this Plan or applicable stock option agreement, and
(ii) all outstanding options granted pursuant to this Plan shall completely vest
and become immediately exercisable as to all shares granted pursuant to the
option immediately prior to such Terminating Event. This right of exercise
shall be conditional upon execution of a final plan of dissolution or
liquidation or a definitive agreement of consolidation or merger. Upon the
occurrence of the Terminating Event all outstanding options and the Plan shall
terminate; provided, however, that any outstanding options not exercised as of
the occurrence of the Terminating Event shall not terminate if there is a
successor corporation which assumes the outstanding options or substitutes for
such options, new options covering the stock of the successor corporation with
appropriate adjustments as to the number and kind of shares and prices.
11
<PAGE>
15. Amendment and Termination.
-------------------------
The Board may at any time suspend, amend or terminate the Plan and may,
with the consent of the optionee, make such modification of the terms and
conditions of the option as it shall deem advisable; provided that, except as
permitted under the provisions of Sections 13 and 14 hereof, no amendment or
modification which would:
(a) increase the maximum number of shares which may be purchased
pursuant to options granted under the Plan either in the
aggregate or by an individual;
(b) change the minimum option price;
(c) increase the maximum term of options provided for herein; or
(d) permit options to be granted to anyone other than directors,
full-time salaried officers (including a full-time salaried
officer who is also a director) or management level employees of
the Company or a subsidiary corporation;
may be adopted without the Company having first obtained any necessary
regulatory and shareholder approvals required by law.
No option may be granted during any suspension or after termination of the
Plan. Amendment, suspension or termination of the Plan shall not (except as
otherwise provided in Section 13 hereof), without the consent of the optionee,
alter or impair any rights or obligations under any option theretofore granted.
16. Time of Granting Options.
------------------------
The time an option is granted, sometimes referred to as the date of grant,
shall be the day of the action of the Board (or Stock Option Committee, if
authorized) described in Sections 4 (c) and 5(c) hereof; provided, however, that
if appropriate resolutions of the Board (or the Stock Option Committee, if
authorized) indicate that an option is granted as of and on some future date,
the time such option is granted shall be such future date. If action by the
Board (or the Stock Option Committee, if
12
<PAGE>
authorized) described in Sections 4(c) and 5(c) hereof; provided, however, that
if appropriate resolutions of the Board (or the Stock Option Committee, if
authorized) indicate that an option is granted as of and on some future date,
the time such option is granted shall be such future date. If action by the
Board (or the Stock Option Committee, if authorized) is taken by unanimous
written consent of its members, the action of the Board (or the Stock Option
Committee) shall be deemed to be at the time the last Board (or Stock Option
Committee) member signs the consent.
17. Privileges of Stock Ownership; Securities Law Compliance; Notice of
-------------------------------------------------------------------
Sale.
- ----
No optionee shall be entitled to the privileges of stock ownership as to
any shares of stock not actually issued. No shares shall be purchased upon the
exercise of any option unless and until the Company has fully complied with all
applicable requirements of any regulatory agency having jurisdiction over the
Company, and all applicable requirements of any exchange upon which stock of the
Company may be listed. The optionee shall give the Company notice of any sale
or disposition of any such shares not more than five (5) days after such sale or
disposition.
18. Effective Date of the Plan.
--------------------------
The amendments to the Auburn Plan incorporated within and to create this
Plan shall become effective at the Effective Time.
19. Termination.
-----------
Unless previously terminated by the Board, the Plan shall terminate at the
close of business on a date ten (10) years from the earlier of the date of
approval by Auburn's outstanding shares or the date of adoption of the Auburn
Plan by the Board of Directors of Auburn. No options shall be granted under the
Plan thereafter, but such termination shall not affect any option theretofore
granted.
20. Option Agreement.
----------------
Each option shall be evidenced by a written stock option agreement executed
by the Company and the optionee and shall contain each of the provisions and
agreements herein specifically required to be contained therein, and such other
terms and conditions as are deemed desirable and are not inconsistent with the
Plan. Each incentive stock option agreement shall contain such terms and
provisions as the Board or Stock Option Committee
13
<PAGE>
may determine to be necessary in order to qualify such option as an incentive
stock option within the meaning of Section 422 of the Code.
21. Option Period.
-------------
Each option and all rights and obligations thereunder shall expire on such
date as the Board (or the Stock Option Committee, if authorized) may determine,
but not later than ten (10) years from the date such option is granted, and
shall be subject to earlier termination as provided elsewhere in the Plan.
22. Exculpation and Indemnification.
-------------------------------
To the extent permitted by applicable law in effect from time to time, no
member of the Board or Stock Option Committee shall be liable for any act or
omission of any other member of the Board or Stock Option Committee nor for any
act or omission on the member's own part, except the member's own willful
misconduct or gross negligence. The Company and its subsidiary corporations
shall pay expenses incurred by, and satisfy a judgment or fine rendered or
levied against, a present or former member of the Board or Stock Option
Committee in any action brought by a third party against such person (whether or
not the Company is joined as a party defendant) to impose a liability or penalty
on such person while a member of the Board or Stock Option Committee arising
with respect to the Plan or administration thereof or out of membership on the
Board or Stock Option Committee, or all or any combination of the preceding;
provided, the Board determines in good faith that such member of the Board or
Stock Option Committee was acting in good faith, within what such member of the
Board or Stock Option Committee reasonably believed to be the scope of his or
her employment or authority, and for a purpose which he or she reasonably
believed to be in the best interests of the Company or its shareholders.
Payments authorized hereunder include amounts paid and expenses incurred in
settling any such action or threatened action. This Section 22 does not apply
to any action instituted or maintained in the right of the Company by a
shareholder or holder of a voting trust certificate representing shares of the
Company or any subsidiary corporation thereof. The provisions of this Section
22 shall apply to the estate, executor, administrator, heirs, legatees or
devisees of a member of the Board or Stock
14
<PAGE>
Option Committee, and the term "person" as used in this Section 22 shall include
the estate, executor, administrator, heirs, legatees or devisees of such person.
23. Agreement and Representations of Optionee.
-----------------------------------------
Unless the shares of stock covered by this Plan have been registered with
the Securities and Exchange Commission, each optionee shall, by accepting an
option, represent and agree, for himself and his transferees by will or the laws
of descent and distribution, that all stock will be acquired for investment and
not for resale or distribution. Upon such exercise of any portion of an option,
the person entitled to exercise the same shall, upon request of the Company,
furnish evidence satisfactory to the Company (including a written and signed
representation) to the effect that the stock is being acquired in good faith for
investment and not for resale or distribution. Furthermore, the Company, at its
sole discretion, may take all reasonable steps, including affixing the following
legend (and/or such other legend or legends as counsel shall require) on
certificates embodying the shares:
The shares represented by this certificate have not been registered
under the Securities Act of 1933 and may not be sold, pledged,
hypothecated or otherwise transferred or offered for sale in the
absence of an effective registration statement with respect to them
under the Securities Act of 1933 or a written opinion of counsel for
the optionee which option shall be acceptable to counsel for the
Company that registration is not required.
to assure itself against any sale or distribution by the optionee which does not
comply with this Plan or any federal or state securities laws.
The Company agrees to remove any legend affixed to the certificates
embodying the shares pursuant to this Section 23 when all of the restrictions on
the transfer of the shares, whether imposed by this Plan or federal or state
law, have terminated.
15
<PAGE>
24. Information to Employees.
------------------------
The Company shall provide optionees with financial statements of the
Company at least annually.
25. Nonexempt Plan Under Section 16b-3.
----------------------------------
This Plan is not a Section 16b-3 exempt plan.
16
<PAGE>
ADOPTION OF PLAN AND RESERVATION OF SHARES
For valuable consideration, including the promises set forth and the
consideration provided for in the Merger Agreement, as defined in the foregoing
Plan, and effective as of the Effective Time described in the foregoing Plan and
defined in the Merger Agreement, the undersigned Company does hereby adopt the
foregoing Plan, does hereby reserve 43,086 shares of its Common Stock for
issuance upon the exercise of options under the Plan, and agrees to notify its
transfer agent of such reservation.
Executed on September 13, 1996, in Fresno, California, effective as of the
Effective Time set forth in the foregoing Plan.
"Company"
VALLICORP HOLDINGS, INC.
By: /s/ E.L. Herbert
------------------------------
E.L. HERBERT
Title: Executive Vice President,
General Counsel and
Secretary
17
<PAGE>
EXHIBIT 5
September 13, 1996
VALLICORP HOLDINGS, INC.
8405 North Fresno Street
Fresno, CA 93720
RE: VALLICORP HOLDINGS, INC. 1996 AUBURN CONTINUATION STOCK OPTION PLAN -
ISSUANCE OF SHARES
Ladies and Gentlemen:
This letter is written in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering an additional
43,086 shares (the "Shares") of common stock, $.01 par value (the "Common
Stock"), of ValliCorp Holdings, Inc. (the "Company"), to be offered, sold and
issued pursuant to ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock
Option Plan (the "Plan").
For purposes of rendering the opinion expressed below, I have examined and
relied upon originals, or copies certified to my satisfaction, of such records,
documents, certificates of public officials and officers of the Company, and
other documents and instruments as I have deemed appropriate.
In conducting my examination, I have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant
<PAGE>
to such opinion, from such earlier date through and including the date of this
letter. I have assumed, without investigation, that the certificates
representing the Shares (the "Certificates"), when executed and delivered, will
not deviate in substance or materially in form from the unexecuted specimen copy
of the certificate examined by me. In addition, I have assumed, without
investigation, the accuracy of the representations and statements as to factual
matters made in the Registration Statement and in the prospectus to be delivered
pursuant to Rule 428 under the Securities Act to each employee of the Company
eligible to participate in the Plan (the "Prospectus"), and the accuracy of
representations and statements as to factual matters made by the officers and
employees of the Company and public officials.
The opinion expressed below is subject, without investigation, to the
following assumptions:
A. The Registration Statement will become automatically effective on the
day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.
B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.
C. The resolutions of the board of directors of the Company authorizing
the adoption of the Plan, any amendment to the Plan, or the offer, sale and
issuance of the Shares pursuant to the Plan (the "Authorizing Resolutions") will
not be revoked or rescinded, and no amendment, modification, or other alteration
of the Authorizing Resolutions will cause such resolutions, as amended, to
deviate materially in substance from the provisions of the Authorizing
Resolutions as in effect on the date hereof.
D. All offers, sales and issuances of the Shares will be made in a manner
(i) which complies with the terms, provisions and conditions described in the
Prospectus and any amendments or supplements to the Prospectus, and (ii) which
is within the scope of the Authorizing Resolutions.
<PAGE>
E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions and conditions of the Plan, and the
Certificates will be duly executed on behalf of the Company by its Chief
Executive Officer and Secretary, and delivered in accordance with the Plan.
F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.
G. At all times relevant to the opinion set forth below, the Company has
been and will remain in good standing in Delaware and in each foreign
jurisdiction where qualification is required.
H. No subsequent amendment, modification or other alteration of the Plan,
the Prospectus or the Registration Statement will cause the terms, provisions
and conditions relating to the offer, sale and issuance of the Shares pursuant
thereto to deviate materially in substance from said terms, provisions and
conditions as described therein on the date hereof.
I. The Shares will be issued for consideration having a value of not less
than the par value of the Common Stock.
The opinion expressed below is subject to the following qualifications:
(a) The opinion expressed below is limited to the matters expressly
set forth in this opinion letter, and no opinion is to be implied or may be
inferred beyond the matters expressly so stated.
(b) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.
(c) The opinion expressed below is limited to the effect of the
General Corporation Law of the State of Delaware; accordingly, no opinion is
expressed with respect to the laws of any other jurisdiction, or the effect
thereof, on the offer, sale or issuance of the Shares.
<PAGE>
Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued as described below, will be validly issued, fully paid and
nonassessable.
* * *
I hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement. This opinion letter is rendered solely for your benefit
in connection with the Registration Statement. Except as provided in this
opinion letter, without my prior written consent, this opinion letter may not
be: (i) relied upon by any other person or for any other purpose; (ii) quoted in
whole or in part or otherwise referred to in any report or document; or (iii)
furnished (the original or copies thereof) to any other person.
Sincerely,
E.L. Herbert
Executive Vice President
General Counsel
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ValliCorp Holdings, Inc. on Form S-8 of our report dated June 17, 1996 (which
includes an emphasis paragraph relating to the restatement of the supplemental
consolidated financial statements for poolings of interests subsequent to the
date of the historical financial statements and includes an explanatory
paragraph referring to the 1994 change in method of accounting for securities)
appearing in Registration Statement No. 333-06411 of Vallicorp Holdings, Inc. on
Form S-4.
Deloitte & Touche LLP
September 25, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the reference to our firm in the Registration Statement (Form S-8)
pertaining to the ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock Option
Plan and to the incorporation by reference therein of our report dated
January 18, 1994 with respect to the consolidated financial statements of
ValliCorp Holdings, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1995 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
------------------------------------
Ernst & Young LLP
Los Angeles, California
September 25, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Form S-8 Registration
Statement of ValliCorp Holdings, Inc. pertaining to its ValliCorp Holdings, Inc.
1996 Auburn Continuation Stock Option Plan of our report dated February 10,
1994, with respect to the consolidated financial statements of Mineral King
Bancorp and its subsidiary which appears in the Annual Report on Form 10-K of
ValliCorp Holdings, Inc. for the year ended December 31, 1995.
PRICE WATERHOUSE LLP
LOS ANGELES, CALIFORNIA
SEPTEMBER 25, 1996
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to ValliCorp Holdings, Inc. 1996 Auburn Continuation Stock
Option Plan our report dated January 19, 1996 with respect to the consolidated
financial statements of El Capitan Bancshares, Inc. and subsidiary for the year
ended December 31, 1995 appearing in the ValliCorp Holdings, Inc.'s Amendment
No. 1 on Form 8-K/A dated February 2, 1996.
Grant Thornton LLP
Stockton, California
September 26, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
each of J. MIKE McGOWAN, WOLFGANG T.N. MUELLECK and EDWIN L. HERBERT, as his
true and lawful attorney and agent, with full power of substitution, to sign a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission relating to the 1996 Auburn Continuation Stock Option Plan of
VALLICORP HOLDINGS, INC. (the "Company"), and the offering of shares of the
Company's Common Stock and interests in the Plan in connection therewith, and to
do any and all acts and things and to execute any and all instruments for him
and in his name in the capacities indicated below, which said attorneys and
agents, or either of them, may deem necessary or advisable to enable the Company
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with such Registration Statement, including, specifically, but
without limitation, power and authority to sign for each of the undersigned and
in the capacities indicated below, any and all amendments (including post-
effective amendments) to such Registration Statement on Form S-8; and each of
the undersigned hereby ratifies and confirms all that the said attorneys and
agents, or either of them, shall do or cause to be done by virtue of this Power
of Attorney.
Executed below by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Chairman of the Board of August 15, 1996
- ------------------------- Directors, Chief Executive
J. MIKE McGOWAN Officer and Director
/s/ Vice Chairman of the Board August 15, 1996
- ------------------------- of Directors and Director
PATRICK J. MON PERE
/s/ Director August 15, 1996
- -------------------------
WILLIAM A. BENNEYAN
Director August 15, 1996
- -------------------------
LOUIS H. HERWALDT
</TABLE>
[SIGNATURES CONTINUED ON NEXT PAGE]
1
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Director August 15, 1996
- -------------------------
LORENZO TONY ORTEGA
/s/ President, Chief Operating August 15, 1996
- ------------------------- Officer and Director
STEVEN C. PUMPHREY
/s/ Director August 15, 1996
- -------------------------
V. EUGENE ROSS
/s/ Director August 15, 1996
- --------------------------
MICHAEL J. RYAN, JR.
Director August 15, 1996
- --------------------------
JERRY K. STANNERS
/s/ Director August 15, 1996
- --------------------------
CHARLES L. TINGEY
</TABLE>
2
