<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1997
Registration No. 33-33767
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 7 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CATHAY BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
95-4274680
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
777 NORTH BROADWAY, LOS ANGELES, CALIFORNIA 90012, (213) 625-4700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
DUNSON K. CHENG, PRESIDENT AND CHAIRMAN
CATHAY BANCORP, INC.
777 NORTH BROADWAY
LOS ANGELES, CALIFORNIA 90012
(213) 625-4700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)
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With a copy to:
STEVEN O. WEISE, ESQ.
HELLER, EHRMAN, WHITE & MCAULIFFE
601 SOUTH FIGUEROA STREET, 40TH FLOOR
LOS ANGELES, CALIFORNIA 90017
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC APRIL 30, 1997
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered in a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered Aggregate Price Per Unit Aggregate Offering Price Registration Fee
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<S> <C>
Common Stock 1,000,000 * * **
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</TABLE>
* See "Dividend Reinvestment Plan -- Question 14" for the purchase price of
Common Stock purchased under the Plan.
** Registration fee previously paid.
<PAGE> 2
CATHAY BANCORP, INC.
Dividend Reinvestment Plan
Shares of Common Stock ($.01 par value)
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The Dividend Reinvestment Plan (the "Plan") of Cathay Bancorp, Inc., a
Delaware corporation ("Bancorp" or the "Company"), provides owners of Bancorp
common stock, $.01 par value ("Common Stock"), with a convenient and economical
way to reinvest cash dividends in and make optional cash purchases of additional
shares of Common Stock without payment of any brokerage commission or service
charge.
Stockholders participating in the Plan may:
- Automatically reinvest cash dividends on Common Stock by purchasing
shares of Common Stock at a 5% discount from the average market price of the
Common Stock for the fifteen trading days immediately preceding such purchase.
- Make cash purchases of Common Stock (in a minimum dollar amount of
$600 at any one time and a maximum dollar amount of $15,000 per calendar
quarter) at the average market price of the Common Stock.
Stockholders who do not choose to participate in the Plan will continue
to receive cash dividends, as declared, in the usual manner.
American Stock Transfer and Trust Company will act as Administrator for
participants in the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
================================================================================
Underwriting
Price to Discounts and Proceeds to
Public Commissions Bancorp
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<S> <C> <C> <C>
Per share ...... * $0 *
Total .......... * $0 *
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</TABLE>
* See "Dividend Reinvestment Plan--Question 14" for the purchase price of
Common Stock purchased under the Plan. The average closing price of the
Common Stock as reported on the Nasdaq National Market System for the fifteen
trading days ending on April 18, 1997 was $19.95. Expenses of issuance and
distribution in connection with this offering are estimated to be
approximately $1,500.00.
The date of this Prospectus is April 30, 1997
<PAGE> 3
AVAILABLE INFORMATION
Bancorp is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance with
the Exchange Act, files reports and other information with the Securities and
Exchange Commission ("SEC" or "Commission"). Copies of reports, proxy statements
and other information filed by Bancorp with the Commission can be inspected
without charge and copied at prescribed rates at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549;
Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511; and Suite
1300, 7 World Trade Center, New York, New York 10048. This Prospectus does not
contain all of the information set forth in Registration Statement No. 33-33767
and exhibits thereto which Bancorp has filed with the Commission under the
Securities Act of 1933 and to which reference is hereby made.
On December 10, 1990, Bancorp became the holding company for Cathay
Bank. Until December 1990, Cathay Bank was subject to the reporting requirements
of the Exchange Act, as administered by the Federal Deposit Insurance
Corporation (the "FDIC") and, in accordance with the Exchange Act, filed reports
and other information with the FDIC. Copies of materials filed by Cathay Bank
with the FDIC pursuant to the informational requirements of the Exchange Act can
be inspected without charge and copied at prescribed rates at the public
reference facilities maintained by the FDIC at 550 Seventeenth Street, N.W.,
Washington, D.C. 20429, and at the Federal Reserve Bank of San Francisco, 101
Market Street, San Francisco, California 94105.
Bancorp's Common Stock is traded on the Nasdaq National Market System.
Accordingly, Bancorp is subject to the rules of the National Association of
Securities Dealers, Inc. (the "NASD") applicable to issuers with stock traded on
such System. In accordance with the Exchange Act and NASD rules, Bancorp files
reports and other information with the NASD. Copies of materials filed by
Bancorp with the NASD pursuant to the informational requirements of the Exchange
Act can be inspected without charge and copied at prescribed rates at the public
reference facilities maintained by the NASD at 1735 K Street N.W., Washington,
D.C. 20006-1506.
Bancorp will provide to each person (including any beneficial owner) to
whom this Prospectus is delivered, upon the written or oral request of such
person and without charge, a copy of any and all information that has been
incorporated by reference in this Prospectus (without any exhibit, unless the
exhibit is incorporated by reference into the information incorporated in this
Prospectus). To obtain a copy of such information, please contact Cathay
Bancorp, Inc., 777 North Broadway, Los Angeles, California 90012, Attention:
Monica Chen or Marina Wong, telephone number (213) 625-4749.
No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, the
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell a security in
any jurisdiction in which, or to any person to whom, it would be unlawful to
make an offer. Neither the delivery of this Prospectus nor any distribution of
the securities made under this Prospectus shall, under any circumstances, create
any implication that there has been no change in the affairs of Bancorp since
the date of this Prospectus.
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PROSPECTUS SUMMARY
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This summary is provided to assist stockholders in their review of this
Prospectus. This summary should not be considered to be complete and is
qualified in its entirety by the more detailed information appearing elsewhere
in this Prospectus and in the Exhibits attached to the Registration Statement of
which this Prospectus is a part.
THE COMPANY
Cathay Bancorp, Inc. ("Bancorp") is the holding company for Cathay Bank
(the "Bank"), a California state-chartered bank. Bancorp was incorporated by the
Bank under Delaware law on March 1, 1990 for the purpose of becoming the holding
company for the Bank. Bancorp's activities consist of operating the Bank as a
wholly-owned bank subsidiary and operating Cathay Investment Company ("CIC"), a
wholly-owned subsidiary of the Bank that makes real estate investments.
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<PAGE> 4
The Bank's principal business is obtaining funds in the form of deposits
and other borrowings and investing these funds in residential, commercial,
international trade financing, construction, real estate and consumer loans, and
in securities. The Bank's deposits are insured by the FDIC.
Bancorp and the Bank are extensively regulated. Bancorp is subject to
regulation by the California Superintendent of Banks, the Federal Reserve Board,
the SEC and the FDIC. The Bank is subject to regulation by the FDIC, the Federal
Housing Finance Board and the California Superintendent of Banks.
The principal executive offices of Bancorp, the Bank and CIC are located
at 777 North Broadway, Los Angeles, California 90012. The telephone number is
(213) 625-4700.
THE OFFERING
Bancorp is offering up to 1,000,000 shares of common stock, $.01 par
value (the "Common Stock"), pursuant to the Cathay Bancorp, Inc. Dividend
Reinvestment Plan (the "Plan"). Bancorp intends to use the funds resulting from
the purchase of Common Stock under the Plan for general working capital
purposes. At April 18, 1997, there were 8,911,304 shares of Common Stock
outstanding, including approximately 41,698 outstanding rights to acquire Common
Stock held by former holders of Bank Common Stock which, as of such date, had
not been submitted for exchange into Common Stock pursuant to the Reorganization
. The Common Stock of Bancorp is registered with the SEC pursuant to the
Exchange Act and is traded on the Nasdaq National Market System under the
trading symbol "CATY". See "DIVIDEND REINVESTMENT PLAN" below for a discussion
of the federal income tax consequences of participation in the Plan.
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DIVIDEND REINVESTMENT PLAN
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The Bancorp Dividend Reinvestment Plan (the "Plan") consists of the
questions and answers appearing below. The Plan was established by resolution of
Bancorp's Board of Directors in April 1990.
1 1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide owners of common stock, $.01
par value ("Common Stock"), of Bancorp with a convenient and economical way of
reinvesting cash dividends in and making optional cash purchases of additional
shares of Bancorp's Common Stock ("Shares") without payment of any brokerage
commission or service charge (see Question 16). Since the Shares will be
purchased from Bancorp, and not from the open market (see Question 13), Bancorp
will receive additional funds for general corporate purposes. No commissions
will be paid in connection with the purchases.
2. WHO PURCHASES THE SHARES AND ADMINISTERS THE PLAN FOR PARTICIPANTS?
American Stock Transfer and Trust Company (the "Administrator")
will administer the Plan for participants. The Administrator will keep the
Plan's records, send to participants a statement of account after each purchase,
and perform other duties relating to the Plan. The Administrator purchases
Shares from Bancorp as agent for participants in the Plan and credits the Shares
to individual accounts maintained for each record holder of Shares who elects to
participate ("Plan Accounts"). The Shares will be held for safekeeping by the
Administrator until a participant terminates participation in the Plan or until
a participant makes a written request for the issuance of certificates for all
or part of the Shares.
3. WHO IS ELIGIBLE TO PARTICIPATE?
All record holders of Shares (including Bancorp's Employee Stock
Ownership Plan and Trust) are eligible to participate in the Plan. Beneficial
owners whose Shares are registered in names other than their own (for instance,
in the name of a broker, trustee or a bank nominee) are also eligible, but they
must arrange participation in the Plan with the record holder. (See Question 4.)
If, for any reason, you are a beneficial owner who is unable to arrange
participation with your broker, trustee or bank nominee, you may participate in
the Plan only by having the Shares transferred to your own name. (It may be
impractical for certain beneficial owners, for example, owners whose Shares are
held in individual retirement accounts, to become record holders of Shares.)
4. HOW DO BENEFICIAL OWNERS OF SHARES PARTICIPATE IN THE PLAN?
If you are a beneficial owner, but not a record holder, of Shares,
you must arrange with the record holder of your Shares to participate in the
Plan on your behalf. To join the Plan, the record holder of your Shares must
complete, sign and return the Enrollment Card with respect to the Shares
beneficially owned by you. The record holder must also notify the Administrator
whenever you wish to change options under the Plan, withdraw, or make an
optional cash purchase. This means that you will have to give the record holder
your instructions and any cash payments you want to invest early enough to meet
the deadlines set forth in the Plan. All communications, including statements of
account, will be sent only to record holders. You must therefore arrange to have
the record holder of your Shares forward to you all information received
concerning your investment in the Plan. You should also direct any questions you
have concerning your Plan Account to the record holder of your Shares. Of
course, if you have difficulty arranging participation in the Plan through the
record holder of your Shares, you may participate in the Plan by having your
Shares transferred to your own name (see Question 3). References in the Plan to
"participants" refer only to record holders of Shares (whether participating for
themselves or on behalf of beneficial owners) unless otherwise specified.
(Beneficial owners may be subject to certain charges imposed by the record
holders of their Shares in connection with participation in the Plan -- see
Question 16.)
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<PAGE> 6
5. WHAT ARE THE ADVANTAGES OF THE PLAN?
By participating in the Plan, you may realize the following
advantages:
- You may conveniently purchase Shares at a 5% discount from the
average market price of the Common Stock (see Question 14) by
reinvesting cash dividends on all or on part of the Shares
registered in your name.
- You pay no brokerage commission or service charge in connection
with the purchase of Shares under the Plan.
- You may fully invest your funds under the Plan because the Plan
purchases fractions of Shares, as well as full Shares, for your
Plan Account.
- Your recordkeeping is simplified under the Plan because the
Administrator provides participants with periodic statements of
Plan Accounts.
- You ensure safekeeping of the Shares credited to your Plan
Account because certificates are not issued unless you request
them.
- You may deliver to the Plan for safekeeping certificates for
Shares registered in your name that are subject to the Plan.
6. HOW DO I JOIN THE PLAN?
If you were a participant in the Cathay Bank Dividend Reinvestment
Plan on December 10, 1990, you are automatically a participant in the Plan. If
you were not a participant in the Cathay Bank Dividend Reinvestment Plan on that
date, the record holder of your Shares should complete and sign the Enrollment
Card and return it to the Administrator. Beneficial owners who are not the
record holders of their Shares should arrange participation through their record
holders (see Question 4.) You may obtain an Enrollment Card and a postage-paid
return envelope at any time from Bancorp or the Administrator.
7. WHAT ARE MY ALTERNATIVES UNDER THE PLAN?
The Plan provides three options for purchasing Shares:
- You may elect to have the dividends on all Shares owned by you
(including Shares purchased through the Plan) automatically
reinvested in additional Shares.
- You may elect to have the dividends on some of the Shares owned
by you (including Shares purchased through the Plan)
automatically reinvested in additional Shares.
- You may make optional cash purchases of additional Shares in a
minimum dollar amount of $600 at any one time and a maximum
dollar amount of $15,000 per calendar quarter per beneficial
owner of a Plan Account. You may make optional cash purchases of
Shares, which allows the dividends on those Shares to be
reinvested in Shares, even if you are not already automatically
reinvesting dividends on any of the Shares held by you.
Purchases by all participants (with the exception of Bancorp's
Employee Stock Ownership Plan and Trust, the "Bancorp ESOPT") of Shares under
the Plan with cash dividends will be made at a price equal to 95% of the average
of the daily closing prices of the Shares as reported under "Nasdaq
Transactions" in the Western Edition of The Wall Street Journal, for the fifteen
trading days immediately preceding the Investment Date (as defined in Question
9). Purchases by all participants (with the exception of the Bancorp ESOPT) of
Shares under the Plan as optional cash purchases will be made at a price equal
to 100% of the average of the daily closing prices
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<PAGE> 7
of the Shares as reported under "Nasdaq Transactions" in the Western Edition of
The Wall Street Journal, for the fifteen trading days immediately preceding the
Investment Date (as defined in Question 9). Purchases by the Bancorp ESOPT of
Shares under the Plan with cash dividends or as optional cash purchases will be
made at a price equal to the lower of (i) the closing price of the Shares as
reported under "Nasdaq Transactions" in the Western Edition of The Wall Street
Journal, on the date of purchase, without any discount, and (ii) the price that
the other participants (other than the Bancorp ESOPT) would pay under the
provisions of this paragraph.
Shares purchased for you under the Plan ("Plan Shares") will be credited to
your individual Plan Account and will be registered in the name of the
Administrator, or its nominee, for your benefit. The Administrator will
automatically reinvest any later dividends on Plan Shares credited to your Plan
Account. However, unless you elect under the first alternative above to reinvest
the dividends on all Shares owned by you, Bancorp will continue to pay dividends
directly to you in the usual manner on Shares owned by you that are not Plan
Shares. The Plan operates so as to reinvest dividends on a cumulative basis on
all Shares designated by you and on all Plan Shares accumulated and held in your
Plan Account until you specify otherwise by notice in writing delivered to the
Administrator, until you withdraw from the Plan altogether, or until the Plan is
terminated. (See Question 29 for the consequence of sale of Shares subject to
the Plan.)
8. HOW DO I FILL OUT THE ENROLLMENT CARD?
Authorization for the reinvestment of dividends will be made by
means of the Enrollment Card.
If you choose "Full Dividend Reinvestment," the Administrator will
apply cash dividends on all Shares owned by you now or in the future, together
with any optional cash payments, toward the purchase of Plan Shares.
If you choose "Partial Dividend Reinvestment," the Administrator
will apply the cash dividends on only the number of Shares specified on the
Enrollment Card, together with any optional cash payments, toward the purchase
of Plan Shares.
If you choose "Optional Cash Purchases Only," you will continue to
receive cash dividends on Shares owned by you in the usual manner. The
Administrator will apply any optional cash payments received toward the purchase
of Plan Shares, which are credited to your Plan Account. Cash dividends on those
Plan Shares will then be reinvested in additional Plan Shares.
Record holders such as brokers and bank nominees may represent
several beneficial owners of Shares, not all of whom may wish to participate in
the Plan. In those cases, it is not necessary for the record holders to enroll
in the Plan all Shares registered in their names. Written notification regarding
the number of Shares participating in the Plan must be provided to the
Administrator on or before the Record Date.
The Enrollment Card further directs the Administrator to reinvest
automatically any subsequent dividends on Plan Shares held in your Plan Account.
Under the Plan, dividends will be reinvested on a cumulative basis on the shares
designated on the Enrollment Card and on all Plan Shares held in the Plan
Account, until you specify otherwise or withdraw from the Plan altogether, or
until the Plan is terminated.
9. WHEN WILL CASH DIVIDENDS BE INVESTED IN AND OPTIONAL CASH PURCHASES BE
MADE OF SHARES?
Purchases of Shares under the Plan will be made on the applicable
"Investment Date." The Investment Date for cash dividends will be the dividend
payment date. The Investment Date for optional cash purchases will be the last
day of each month, except in those months in which a cash dividend is paid. In
months when a cash dividend is paid, the Investment Date for optional cash
purchases will be the dividend payment date. The Investment Date will never be
later than the last day of each month, unless required by applicable federal
securities law. If an Investment Date falls on a Saturday, Sunday or holiday,
the Investment Date will be the next business day in California.
You will become the owner of Shares purchased under the Plan as of
the date of purchase. Payments for optional cash purchases must be received by
the Administrator no earlier than 30 calendar days and
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no later than five business days before an optional cash purchase Investment
Date. Optional cash payments received by the Administrator at other times will
be returned to the participant without interest. SINCE NO INTEREST IS PAID ON
OPTIONAL CASH PAYMENTS OR OTHER FUNDS IN THE PLAN, PARTICIPANTS ARE URGED
STRONGLY TO REFRAIN FROM SENDING OPTIONAL CASH PAYMENTS UNTIL SHORTLY BEFORE AN
INVESTMENT DATE. NEVERTHELESS, PARTICIPANTS SHOULD ALLOW SUFFICIENT TIME TO
INSURE THAT PAYMENTS ARE RECEIVED NO LATER THAN FIVE BUSINESS DAYS BEFORE AN
INVESTMENT DATE.
10. MAY I CHANGE OPTIONS UNDER THE PLAN?
Yes. You may, at any time, change options under the Plan by
sending a new completed and signed Enrollment Card to the Administrator. Any
change concerning the reinvestment of dividends must be received by the
Administrator at least five business days before the Record Date for the
dividend if the change is to become effective with respect to that dividend. The
Record Date is the date for determining the holders of Shares entitled to
receive a dividend. (See Questions 24 and 25 for instructions on how to
terminate your participation in the Plan.)
11. WHEN WILL INVESTMENT OF DIVIDENDS ON SHARES BEGIN?
If the Administrator receives your Enrollment Card on or before a
Record Date, reinvestment of your dividends will begin with that dividend.
12. HOW DOES THE OPTIONAL CASH PURCHASE FEATURE WORK?
As a participant in the Plan, you may make optional cash
purchases of additional Shares during the time period set forth in Question 9.
You have no obligation to make any optional cash purchases. Optional cash
purchases may be made at irregular intervals. The amount of each optional cash
purchase may vary, but each optional cash purchase must be for a minimum of $600
and cannot exceed $15,000 in any one calendar quarter per beneficial owner of a
Plan Account. Participants who are the beneficial owners of more than one Plan
Account are still limited to optional cash purchases of a maximum of $15,000 per
calendar quarter. Bancorp reserves the right to return to participants cash
payments that it determines, in its sole discretion, are being submitted in an
attempt to circumvent this restriction.
Optional cash purchases may be made by forwarding to the
Administrator a check or money order payable to "American Stock Transfer and
Trust Company" with the cash payment stub that will be attached to each account
statement. Persons not already participating in the Plan must complete an
Enrollment Card to make their first optional cash purchase. Checks or money
orders must be in United States dollars. No interest will be paid on optional
cash payments held by the Administrator pending the purchase of Shares. (See
Question 9.)
Optional cash payments received by the Administrator will be
returned to you if you request the return in writing and the Administrator
receives the request at least two business days before the Investment Date for
optional cash payments.
13. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan come from authorized but unissued
Common Stock of Bancorp. Shares to be purchased under the Plan will not be
acquired in the open market.
14. WHAT IS THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price of Shares purchased from Bancorp with cash dividends by
all participants (with the exception by the Bancorp ESOPT) will be equal to 95%
of the average of the daily closing prices of the Shares (as reported under
"Nasdaq Transactions" in the Western Edition of The Wall Street Journal,
corrected for any reporting errors) for the fifteen trading days immediately
preceding the Investment Date. The price of Shares purchased from Bancorp as
optional cash purchases by all participants (with the exception of the Bancorp
ESOPT) will be equal to 100% of the average of the daily closing prices of the
Shares (as reported under "Nasdaq Transactions" in the Western Edition of The
Wall Street Journal, corrected for any reporting errors) for the fifteen
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<PAGE> 9
trading days immediately preceding the Investment Date. Purchases by the Bancorp
ESOPT of Shares under the Plan with cash dividends or as optional cash purchases
will be made at a price equal to the lower of (i) the closing price of the
Shares as reported "Nasdaq Transactions" in the Western Edition of The Wall
Street Journal, on the date of purchase, without any discount, and (ii) the
price that the other participants (other than the Bancorp ESOPT) would pay under
the provisions of this paragraph. Shares are listed on the Nasdaq National
Market System under the symbol "CATY."
If publication by The Wall Street Journal of reports of Share
transactions for any of the fifteen trading days immediately preceding an
Investment Date does not take place or is subject to reporting error, the
purchase price will be determined by Bancorp on the basis of the quotations that
Bancorp and the Administrator deem appropriate. Should The Wall Street Journal
cease to be published or should the average of the daily closing prices of the
Shares no longer be reported, then Bancorp, after consulting with the
Administrator, will identify other appropriate public reports or sources from
which to obtain daily trading prices of the Shares. Under the Plan, the price
may be higher or lower than the "fair market value" or the trading price of the
Shares on the Investment Date. (See Question 34 for a discussion of the federal
income tax treatment of participation in the Plan, including the possible effect
of any difference between the fair market value of Shares on the Investment Date
and the price at which the Shares are purchased.)
15. HOW WILL THE NUMBER OF SHARES PURCHASED FOR MY PLAN ACCOUNT BE
DETERMINED?
All dividends for Plan participants will be paid directly to the
Administrator. The number of Shares that will be purchased for your Plan Account
on any Investment Date will depend on the amount of your dividends to be
reinvested, the amount of any optional cash payments, and the applicable
purchase price of the Shares. Your Plan Account will be credited with the number
of Shares (including fractions computed to four decimal places) that results
from dividing the total dollar amount of dividends or optional cash payments to
be invested on an Investment Date by the applicable purchase price (computed to
four decimal places).
If sufficient Shares for all Plan participants are not available
for purchase by the Administrator within the 30-day period following any
Investment Date, the Administrator will distribute to participants' accounts, on
a pro rata basis, the available Shares (or fractional Shares) and will remit all
excess cash dividends or optional cash payments to the participants at the end
of the 30-day period.
16. ARE THERE ANY COSTS TO ME FOR MY PURCHASES UNDER THE PLAN?
No. No brokerage fees will be paid by Bancorp or the Administrator
for purchases of Shares under the Plan. All costs of administration of the Plan
will be paid by Bancorp. In addition, brokers and nominees may impose charges or
fees in connection with their handling of participation in the Plan by fiduciary
accounts and nominees.
17. WILL DIVIDENDS BE PAID ON PLAN SHARES HELD IN MY PLAN ACCOUNT?
Yes. All cash dividends paid on the Plan Shares held in your Plan
Account and on any fraction of a Plan Share credited to your Plan Account will
be automatically reinvested in additional Plan Shares that will be credited to
your Plan Account.
18. WHAT KIND OF REPORTS WILL BE SENT TO ME?
Within 30 business days after each purchase of Shares for a Plan
Account, the Administrator will mail to each participant an account statement
showing amounts invested, the purchase price (see Question 14), the number of
Shares purchased, the fair market value of those Shares on the Investment Date
for federal income tax purposes (see Question 34), and other information for the
year to date. These statements are your record of the cost of your purchases and
should be retained for income tax and other purposes. Additional information
regarding participation in the Plan required by participants for federal income
tax purposes will also be sent to you. (See Question 34.) In addition, during
the year you will receive copies of the same communications sent to all other
record holders of Shares, including Bancorp's reports to stockholders and annual
stockholders' meeting materials. Beneficial owners participating in the Plan
must obtain all information provided by the Administrator from the record
holders of their Shares. (See Question 4.)
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<PAGE> 10
19. WILL I RECEIVE CERTIFICATES FOR PLAN SHARES PURCHASED UNDER THE PLAN?
Shares purchased by the Administrator for your Plan Account will
be registered in the name of the Administrator, or its nominee, for your
benefit. Certificates for these Shares will not be issued to you unless you so
request. The total number of Plan Shares credited to your Plan Account will be
shown on each account statement. This custodial service helps to protect you
against the risk of loss, theft or destruction of stock certificates.
Without terminating your participation in the Plan, you may
request the issuance of all or some of the whole Plan Shares held in your Plan
Account by sending written notification to the Administrator. Issuance of a
certificate for Plan Shares will withdraw the Shares from your Plan Account. If
you are participating in the full dividend reinvestment feature of the Plan,
dividends on the withdrawn Shares will continue to be reinvested until you sell
those Shares, until you terminate your participation in the Plan altogether, or
until Bancorp terminates the Plan. If you are participating in the partial
dividend reinvestment feature or in the optional cash purchase feature of the
Plan, dividends on the withdrawn Shares will be made in cash. In any case, any
remaining whole Plan Shares and fractions of a Plan Share will continue to be
credited to your Plan Account, and dividends on those Plan Shares will continue
to be reinvested.
Certificates for Plan Shares purchased with optional cash payments
will be issued by the Administrator, upon your written request for issuance, 15
business days after the Investment Date on which the Plan Shares were purchased.
If you request a certificate to be issued immediately, your optional cash
purchase must be made by cashier's check.
Certificates for fractions of Plan Shares will not be issued under
any circumstances.
20. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
When issued, certificates for Plan Shares will be registered in
the name of the Administrator, or its nominee, for the benefit of the record
holder who established the Plan Account. Plan Shares will be registered in any
other name at any time so long as you so request in writing and present to the
Administrator evidence, satisfactory to Bancorp, of compliance with all
applicable transfer requirements (including the payment of any applicable
transfer taxes). Beneficial owners who are not record holders of the Plan Shares
in their Plan Accounts must also comply with applicable transfer requirements if
they wish certificates registered in their names.
21. MAY PLAN SHARES IN MY PLAN ACCOUNT BE PLEDGED?
No. You must first request that certificates for Plan Shares
credited to your Plan Account be issued to you (see Question 19) before you can
pledge those Plan Shares.
22. MAY I WITHDRAW PLAN SHARES HELD UNDER THE PLAN AT ANY TIME?
The Administrator will withdraw Plan Shares from your Plan Account
at any time upon receipt of your written request.
23. WHAT HAPPENS TO MY PLAN ACCOUNT WHEN PART OR ALL OF THE WHOLE PLAN
SHARES IN THE ACCOUNT ARE WITHDRAWN?
As long as any Plan Share balance, including fractional Plan
Shares, is left in the Plan Account, the Plan Account remains open and you may
continue to participate in the Plan in the manner designated on your Enrollment
Card.
24. WHEN MAY I TERMINATE MY PARTICIPATION IN THE PLAN?
You may terminate your participation in the Plan at any time. (See
Question 25.)
9
<PAGE> 11
25. HOW DO I TERMINATE MY PARTICIPATION IN THE PLAN?
To terminate your participation in the Plan, you must notify the
Administrator in writing of your wish to terminate. (You may use the termination
form provided on the back of your account statement to effect the termination.)
In addition, upon receipt by the Administrator of proper notification of a
participant's death or incompetence, the participant will be treated as having
terminated participation in the Plan.
If you wish to terminate your participation in the Plan and
discontinue the reinvestment of dividends on your Shares, and if your request to
terminate is received at least five business days before a Record Date for
determining the holders entitled to receive the next dividend, the termination
will be effected before the next Investment Date. If your request to terminate
is received by the Administrator less than five business days before a Record
Date, your request will be processed promptly after the Investment Date, but the
dividends paid on that Investment Date will be reinvested for your account. Any
optional cash payment sent to the Administrator before the request to terminate
will also be invested for your account, unless return of the payment is
specifically requested in writing and your written request to terminate is
received by the Administrator at least two business days before the Investment
Date. (See Question 12.)
26. WHAT HAPPENS WHEN I TERMINATE MY PARTICIPATION IN THE PLAN?
When you terminate participation in the Plan (or Bancorp
terminates the Plan), (i) a certificate for whole Plan Shares credited to your
Plan Account will be issued to you, (ii) a cash payment will be made to you for
any fraction of a Plan Share (see Question 28), and (iii) any optional cash
payments held by the Administrator for investment on your behalf will be
returned without interest unless, in the case of a voluntary termination by you,
you request that any optional cash payments held by the Administrator be
invested in shares.
After your request for termination has become effective, all later
dividends will be paid in cash to you unless you re-enroll in the Plan, which
may be done at any time.
27. MAY THE PLAN BE AMENDED OR DISCONTINUED?
Bancorp reserves the right to suspend, modify or terminate the
Plan at any time without the consent of beneficial or record owners of Shares.
All participants will receive written notification of any such changes. Any
modification, suspension or termination will not affect transactions already
executed. Bancorp also reserves the right to adopt, and from time to time
change, the provisions of the Plan as it deems desirable or appropriate. The
Administrator reserves the right to resign at any time upon reasonable written
notice to Bancorp.
Upon termination of the Plan, holders of Shares shall have no
further right to acquire Shares under the Plan by optional cash purchase or
dividend reinvestment. Any optional cash payments held by the Administrator will
be returned to participants and, thereafter, all dividends will be paid in cash
in the usual manner, including those which have been declared but not yet paid.
(See Question 26 for a description of the treatment of Shares held in your
account upon termination of the Plan.)
28. WHAT HAPPENS TO A FRACTION OF A PLAN SHARE WHEN I TERMINATE MY
PARTICIPATION IN THE PLAN?
When you terminate participation in the Plan, a cash adjustment
representing any fraction of a Plan Share will be paid to you. The cash payment
for a fractional Plan Share will be based on the closing price of the Shares (as
reported under "Nasdaq Transactions" in the Western Edition of The Wall Street
Journal, corrected for any reporting errors) for the date on which the
Administrator processes your written notice of termination. The Administrator
will not sell whole Plan Shares on behalf of participants. All information
concerning the sale of Plan Shares is reported to the Internal Revenue Service.
10
<PAGE> 12
29. WHAT HAPPENS IF I SELL OR TRANSFER SHARES REGISTERED IN MY NAME?
Upon notification to Bancorp's transfer agent, which currently
serves as the Administrator, of the sale or transfer of any Shares subject to
the Plan, the Administrator will automatically cease reinvesting the dividends
on those Shares under the Plan. The new record holder of the Shares must submit
a new Enrollment Card to re-enroll those securities under the Plan.
If you dispose of all Shares held in your name or for your benefit
outside the Plan, but keep the Plan Shares that have been credited to your Plan
Account, the dividends on the Plan Shares credited to your Plan Account will
continue to be reinvested until you notify the Administrator that you wish to
terminate your participation in the Plan.
30. WHAT HAPPENS IF BANCORP ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT ON THE SHARES?
Any stock dividends or split Shares distributed by Bancorp on Plan
Shares credited to your Plan Account will be added to your account. Stock
dividends or split Shares distributed on Plan Shares for which you hold
certificates will be mailed directly to you in the manner used for stockholders
who are not participating in the Plan.
31. CAN I VOTE PLAN SHARES IN MY PLAN ACCOUNT AT MEETINGS OF STOCKHOLDERS?
Yes. Participants will receive a proxy card both for the total
number of whole Shares held of record by them and for the Plan Shares credited
to their Plan Accounts. If you return the proxy card properly signed and marked
for voting, all Shares covered by the proxy will be voted as marked. If the
proxy is returned unsigned and without indicating instructions as to the manner
in which the Shares are to be voted with respect to any item, the Shares covered
by the proxy will be voted in accordance with the recommendation of Bancorp's
Board of Directors. The total number of Shares held may also be voted in person
at a meeting.
32. WHAT ARE THE RESPONSIBILITIES OF BANCORP AND THE ADMINISTRATOR UNDER
THE PLAN?
The Administrator has no responsibility with respect to the
preparation and contents of the Prospectus covering the public offering of
Bancorp's Shares pursuant to the Plan. Bancorp and the Administrator, in
administering the Plan, are not liable for any acts done in good faith or for
any good faith omission to act, including, without limitation, any claim of
liability arising out of the failure to terminate an account upon a par-
ticipant's death before receipt of notice in writing of the death.
NEITHER THE COMPANY NOR THE ADMINISTRATOR CAN ASSURE YOU OF
PROFITS OR PROTECT YOU AGAINST A LOSS ON SHARES PURCHASED UNDER THE PLAN.
33. HOW IS THE PLAN TO BE INTERPRETED?
Any question of interpretation arising under the Plan will be
determined by Bancorp, and any determination will be final.
11
<PAGE> 13
34. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE
PLAN?
Stockholders whose dividends are reinvested under the Plan will be
treated for federal income tax purposes as if they had received a distribution,
taxable as a dividend (assuming Bancorp's earnings and profits equal or exceed
its distributions) in an amount equal to the fair market value of the Shares
purchased on their behalf with the reinvested cash. As a practical matter, the
amount of the dividend to be reported will be the sum of the cash reinvested and
the 5% discount in the purchase price that is provided under the Plan.
Accordingly, stockholders who participate will have taxable dividends that are
approximately 5% larger than those who do not participate. Because the Plan's
purchase price is based on the average price of the Shares over fifteen trading
days, the IRS might contend that a participating stockholder's reportable amount
instead should be measured by the market price of the Shares on the Investment
Date. In that case, the reportable dividend amount might be more or less than
the cash reinvested, depending upon the price of the Shares on that date.
The amount considered a dividend will become your basis in the
acquired Shares. The holding period for those Shares begins the day after the
Investment Date relating to the purchase. It should be noted that, under the
Plan, dividends will continue to be subject to any applicable withholding rules,
and only the net amount, after any required withholding, will be reinvested. The
entire amount of the dividend, including any amount withheld, will be income to
you.
Stockholders who make optional cash purchases of Plan Shares are
not expected to receive any taxable income at the time of the purchase of the
Plan Shares, because the purchase price will not reflect any discount. However,
it again is possible that the IRS would contend that the Shares should be valued
on the Investment Date, and if the value at that time exceeds the amount of the
optional cash purchase, those stockholders who make optional cash purchases
could be treated as receiving a distribution of the excess. The amount paid for
the Plan Shares (plus any amount considered a distribution) will become the
stockholder's basis in the optional cash purchase Plan Shares.
You will not be treated as receiving taxable income when
certificates for Plan Shares are distributed to you. You will recognize gain or
loss (which, for most participants, will be capital gain or loss) when whole
Plan Shares are sold or exchanged by you after your withdrawal of the Plan
Shares from the Plan or the termination of the Plan. You also will recognize
gain or loss (which, for most participants, will be capital gain or loss) when
you receive a cash payment for a fractional Plan Share credited to your account
upon terminating your participation in or Bancorp terminating the Plan. (See
Question 28.) The amount of gain or loss on any sale or exchange is the
difference between the amount that you receive for your Plan Shares or
fractional Plan Shares and the tax basis of those Plan Shares. Under special
"wash sales" rules, you may not be able to claim a loss on Bancorp shares sold
within 30 days before or 30 days after an Investment Date on which other Plan
Shares are issued to you.
You are urged to consult with your own tax advisor for more
specific information, especially for rules regarding tax basis in special cases
such as death of a participant or a gift of Plan Shares, and with respect to any
changes in the tax laws or regulations affecting these matters.
35. WHAT PROVISION IS MADE FOR FOREIGN PARTICIPANTS SUBJECT TO INCOME TAX
WITHHOLDING?
In the case of foreign participants who elect to have their
dividends reinvested and whose dividends are subject to United States income tax
withholding, the Administrator will invest an amount equal to their dividends
after the deduction of withholding taxes. Foreign participants who participate
in only the optional cash purchase feature of the Plan will continue to receive
cash dividends on Shares registered in their names outside their Plan Accounts
in the same manner as if they were not participating in the Plan, but cash
dividends on Plan Shares credited to their Plan Accounts will be reinvested in
Plan Shares. Optional cash purchases must be made in United States dollars and
will be made in the same way as optional cash purchases by other participants.
36. WILL MY DIVIDENDS BE SUBJECT TO WITHHOLDING?
Currently, dividend payments to U.S. taxpayers are not subject to
any general federal withholding requirements. However, the "backup withholding"
provisions may apply (a) when a participant has failed to supply and certify his
or her correct taxpayer identification number to Bancorp, (b) when the IRS
notifies
12
<PAGE> 14
Bancorp that the participant has furnished an incorrect taxpayer identification
number or is otherwise subject to backup withholding, and (c) in the case of
corporations or others within certain exempt categories, when they fail to
demonstrate that fact when required. In those circumstances, Bancorp will be
required to deduct and withhold from any dividends payable to that participant a
tax of 31%. If the backup withholding requirements apply to a stockholder
participating in the Plan, the Administrator will invest an amount equal to the
dividend payable to that participant, after the deduction of the backup
withholding tax.
37. TO WHOM SHOULD ADDITIONAL QUESTIONS REGARDING THE PLAN BE DIRECTED?
Bancorp or the Administrator will answer inquiries in connection
with the Plan. The inquiries should be directed to either (i) Cathay Bancorp,
Inc., 777 Broadway, Los Angeles, California 90012, Attention: Monica Chen or
Marina Wong, or (ii) American Stock Transfer and Trust Company, 40 Wall Street,
New York, New York 10005, Attention: Gerald Ruddy.
13
<PAGE> 15
CATHAY BANCORP, INC.
Dividend Reinvestment Plan
STOCKHOLDER ENROLLMENT CARD
THIS IS NOT A PROXY
* IMPORTANT - READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING AND
SIGNING.
I hereby appoint American Stock Transfer and Trust Company as my agent under the
terms and conditions of the Cathay Bancorp, Inc. Dividend Reinvestment Plan as
described in the Cathay Bancorp, Inc. prospectus which accompanied this card to
receive and apply to the purchase of shares without charge as provided in the
Plan the following:
[ ] 1. FULL DIVIDEND REINVESTMENT - any dividends that may become payable to
me on all Cathay Bancorp, Inc. Common Stock now or hereafter
registered in my name and any optional cash payments I may choose to
send.
[ ] 2. PARTIAL DIVIDEND REINVESTMENT - any dividends that may become payable
to me on the following shares of my Cathay Bancorp, Inc. Common Stock*
and any optional cash payments I may choose to send.
Shs.
-----
[ ] 3. OPTIONAL CASH PAYMENTS ONLY - the attached cash payment and any future
optional cash payments I may choose to send. I understand that I may
change or revoke this authorization at any time by notifying Cathay
Bancorp, Inc. in writing, of my desire to change or terminate my
participation.
Stockholder ___________________________________________________________
Signature Date
Stockholder ___________________________________________________________
Signature Date
ALL JOINT OWNERS MUST SIGN.
INSTRUCTIONS
1. Please check only one of the 3 boxes on the reverse (No. 1 or No. 2 or No.
3). If you do not check any box, then Box 1 - FULL DIVIDEND REINVESTMENT
will be assumed.
2. If you checked Box 2, and:
- If you wish to reinvest cash dividends on all of the shares now
registered in your name but not on any additional shares that may be
registered in your name in the future, write the total of shares now
registered in your name in the space provided.
- If you wish to reinvest cash dividends on LESS THAN ALL of the shares
now registered in your name and continue to receive a check for cash
dividends on the remaining shares, write the number of shares on which
you wish dividends reinvested in the space provided.
3. Under each of the 3 options, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be reinvested.
4. Be sure to date and sign the form and return it to American Stock Transfer
and Trust Company, 40 Wall Street, New York, New York 10005. Please make
checks or money orders payable to "American Stock Transfer and Trust
Company."
14
<PAGE> 16
- --------------------------------------------------------------------------------
INDEMNIFICATION
- --------------------------------------------------------------------------------
The Bylaws of Bancorp provide that Directors and officers of Bancorp shall
be, and at the discretion of the Board of Directors, non-officer employees may
be, indemnified by Bancorp against all expenses and liabilities reasonably
incurred in connection with service for or on behalf of Bancorp, to the maximum
extent permitted under Delaware law. In May 1991, Bancorp entered into indemnity
agreements with its directors and certain of its officers. These indemnity
agreements permit Bancorp to indemnify an officer or director to the maximum
extent permitted under Delaware law and prohibit Bancorp from terminating its
indemnification obligations as to acts of any officer or director that occur
before the termination. Bancorp believes the indemnity agreements will assist it
in attracting and retaining qualified individuals to serve as directors and
officers of Bancorp. Bancorp's Certificate of Incorporation also provides for
certain limitations on the liability of directors, as permitted by Delaware law.
The indemnifications and limitations on liability permitted by the certificate
of incorporation, bylaws and the indemnity agreements are subject to the
limitations set forth by Delaware law.
Although the indemnification provisions discussed above are not
specifically intended to provide indemnification of officers and Directors for
violations of the Securities Act, it is possible that a claim for
indemnification could be asserted under the indemnification provisions. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to Directors, officers or persons controlling Bancorp pursuant to the
foregoing provisions, Bancorp has been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
15
<PAGE> 17
USE OF PROCEEDS
Bancorp has no basis for estimating precisely either the number of shares
of Common Stock that may be sold under the Plan or the prices at which those
shares will be sold. In the period between December 10, 1990, the effective date
of the Reorganization, and April 18, 1997, 549,874 shares of Common Stock were
sold under the Plan, resulting in approximately $8,678,299 in gross proceeds to
Bancorp. In the period from January 1, 1988 through December 10, 1990, Cathay
Bank, which had a dividend reinvestment plan similar in certain respects to the
Plan, sold 730,099 shares of Bank common stock under the plan, resulting in
approximately $10,474,022 in gross proceeds to Cathay Bank. Bancorp has used,
and intends to use, the net proceeds from the sale of Common Stock under the
Plan for general working capital purposes.
- --------------------------------------------------------------------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
- --------------------------------------------------------------------------------
The following documents hereby are or upon filing thereof are deemed to
be, incorporated by reference into this Prospectus:
(1) Bancorp's Report on Form 10-K for the fiscal year ended December 31,
1996;
(2) Bancorp's Registration Statement on Form 8-A filed with the SEC on
June 6, 1990; and
(3) Upon filing of the same with the SEC, all documents filed by Bancorp
after the date of this Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act.
- --------------------------------------------------------------------------------
EXPERTS
- --------------------------------------------------------------------------------
The consolidated financial statements of Cathay Bancorp, Inc. and
subsidiary as of December 31, 1996 and 1995 and for the each of the years in the
three-year period ended December 31, 1996, have been incorporated by reference
into this Prospectus and the Registration Statement in reliance upon the report
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
16
<PAGE> 18
================================================================================
TABLE OF CONTENTS
Prospectus Summary...........................................2
Dividend Reinvestment Plan...................................4
Indemnification.............................................15
Use of Proceeds.............................................16
Incorporation of Certain Information by Reference...........16
Experts.....................................................16
No person is authorized to give any information or to make any representation
not contained in this Prospectus, and, if given or made, such information or
representation should not be relied upon as having been authorized.
This Prospectus does not constitute an offer to sell a security in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any distribution of the securities made under this Prospectus shall, under any
circumstances, create any implication that there has been no change in the
affairs of Cathay Bancorp, Inc. or Cathay Bank since the date of this
Prospectus.
================================================================================
================================================================================
CATHAY BANCORP, INC.
Dividend Reinvestment Plan
Shares of Common Stock
($.01 par value)
---------------------
PROSPECTUS
---------------------
April 30, 1997
================================================================================
17
<PAGE> 19
PART II
- --------------------------------------------------------------------------------
INFORMATION NOT REQUIRED IN PROSPECTUS
- --------------------------------------------------------------------------------
ITEM 14. Other Expenses of Issuance and Distribution.
ITEM 15. Indemnification of Directors and Officers.
The Bylaws of Bancorp provide that Directors and officers of Bancorp
shall be, and at the discretion of the Board of Directors, non-officer employees
may be, indemnified by Bancorp against all expenses and liabilities reasonably
incurred in connection with service for or on behalf of Bancorp, to the maximum
extent permitted under Delaware law.
As permitted by the Delaware General Corporation Law, Directors and
officers, as well as other employees and individuals, may be indemnified against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation (i.e., a "derivative action")), if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the stockholders and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification extends only to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such an action. Delaware
law permits a corporation to advance expenses to Directors or officers upon the
corporation's receipt of an undertaking by such persons to repay the advance in
the event of a specific determination that such person was not entitled to
indemnification.
Delaware law requires court approval before there may be any
indemnification where the person seeking indemnification has been found liable
to the corporation in a derivative action by reason of the fact that he is or
was a director, officer, employee or agent of the corporation. Delaware law,
however, provides that the termination of any proceeding (other than an action
by or in the right of the corporation) by judgment, order, settlement,
conviction or upon a plea of nolo contendere does not create a presumption
adverse to the director, officer or other person.
Bancorp's Bylaws provide that each person who is involved in any
litigation or other proceeding because he or she is or was a Director or officer
of Bancorp or among other things of another related entity shall be indemnified
by Bancorp to the fullest extent authorized by Delaware law (but, in the case of
any future amendment to Delaware law, the right to indemnification shall be
adjusted only to the extent that such amendment permits Bancorp to provide
broader indemnification rights than prior to such amendment), against all
expense, liability or loss reasonably incurred by such persons in connection
therewith. The Bylaws also provide that indemnification to Directors and
officers is a contract right and the right includes the right to be paid the
expenses incurred in defending any proceeding in advance of its final
disposition; provided, however, that the advancement of the expenses will be
made only after the person delivers an undertaking to Bancorp to repay any
amounts advanced if it is ultimately determined that he or she is not entitled
to indemnification. The purpose of providing that the right of indemnification
is a contract right is to provide an indemnified party with an enforceable claim
that may not be unilaterally affected by actions taken by Bancorp (e.g., there
would be a claim under contract law to indemnification as to conduct which
occurred while this provision of the Bylaws was in effect, regardless of
subsequent changes to the Bylaws). If Bancorp does not pay a proper claim for
indemnification in full within 30 days after a written claim for indemnification
is received by Bancorp, the Bylaws authorize the claimant to bring a suit
against Bancorp and prescribe what does and does not constitute a defense to
such action. This right to indemnification and advancement of expenses also may
be conferred upon any employee or agent of Bancorp if, and to the extent,
authorized by Bancorp's Bylaws or its Board of Directors. Bancorp's Bylaws
provide that indemnification may be available to employees and agents.
S-1
<PAGE> 20
In any action by a person seeking indemnification, it is a defense that
such person has not met any applicable standard for indemnification as set forth
in Delaware General Corporation Law. However, neither the failure of Bancorp to
have made a determination that the applicable standard has been satisfied, or an
actual determination by Bancorp that the person has not satisfied the applicable
standard, creates a presumption that the standard was not satisfied, or is a
defense to such action. The burden of proving that the applicable standard of
conduct has not been satisfied, and that the person is not entitled to
indemnification, is on Bancorp.
The Bylaws further state that the right to indemnification and the
advancement of expenses conferred by the Bylaws is not exclusive of any other
right which any person may have or later acquire under any statute or any
provision of Bancorp's Certificate or Bylaws, by vote of the stockholders or
disinterested Directors, or otherwise. In addition, the Bylaws authorize Bancorp
to maintain insurance, at its expense, to protect itself and certain
individuals, including officers and Directors of Bancorp, against any expense,
liability, or loss, whether or not Bancorp would have the power to indemnify the
person under Delaware law.
The foregoing indemnification provisions are included in Bancorp's
Bylaws in recognition of the need to protect Directors and officers of Bancorp
so as to attract and retain the best persons available to serve in those
capacities. In light of the complexities and pressures placed on directors of
publicly held corporations, and especially companies involved in the complex and
fast-changing financial services industry, the Board of Directors believes that
the time, effort and talent of officers and Directors of Bancorp and its
subsidiaries should be directed toward managing Bancorp's business, rather than
being forced to act defensively out of concern over costly personal litigation.
By including these indemnification provisions in Bancorp's Bylaws, Directors and
officers of Bancorp have the assurance that they will be indemnified for actions
taken in good faith and in a manner believed to be in the best interest of the
stockholders.
In May 1991, Bancorp entered into indemnity agreements with its
directors and certain of its officers. These indemnity agreements permit Bancorp
to indemnify an officer or director to the maximum extent permitted under
Delaware law and prohibit Bancorp from terminating its indemnification
obligations as to acts of any officer or director that occur before the
termination. Bancorp believes the indemnity agreements will assist it in
attracting and retaining qualified individuals to serve as directors and
officers of Bancorp. Bancorp's Certificate of Incorporation also provides for
certain limitations on the liability of directors, as permitted by Delaware law.
The indemnifications and limitations on liability permitted by the certificate
of incorporation, bylaws and the indemnity agreements are subject to the
limitations set forth by Delaware law.
ITEM 16. EXHIBITS:
2.1 Agreement of Reorganization and Merger.(1)
3.1 Registrant's Restated Certificate of Incorporation.(1)
3.2 Registrant's Restated Bylaws, as amended.(2)
4.1 Stockholder Rights Plan, as amended.(2)
5.1 Opinion of Counsel to Registrant with respect to legality of
securities issued in the Reorganization being registered.(1)
8.1 Opinion of Counsel to Registrant with respect to material tax
matters.(1)
10.2 Employee Stock Ownership Plan and Trust of Cathay Bank.(1)
23.12 Consent of Independent Auditors (filed as page S-6 to this
Post-Effective Amendment No. 7).
24.1 Power of Attorney (included on page S-3 to the Registration
Statement).(1)
- ---------------
(1) Previously filed
(2) Previously filed with Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
S-2
<PAGE> 21
ITEM 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 unless such information is contained in periodic reports
that are filed with or furnished to the SEC by the undersigned pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and are
incorporated by reference herein;
(b) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement unless such information is contained in periodic reports that are
filed with or furnished to the SEC by the undersigned pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, and are incorporated
by reference herein;
(c) 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.
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 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to securities holders that is incorporated by
reference in the prospectus an furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange act of
1934; and where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
S-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 7 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, as of the 28th day
of April, 1997.
CATHAY BANCORP, INC.
By: DUNSON K. CHENG
-------------------------------
Dunson K. Cheng
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
DUNSON K. CHENG President, Chairman and April 28, 1997
- ------------------------------- Director (principal executive
Dunson K. Cheng officer)
ANTHONY M. TANG Senior Vice President, Chief Financial April 28, 1997
- ------------------------------- Officer/Treasurer and Director
Anthony M. Tang (principal financial officer) (principal
accounting officer)
RALPH ROY BUON-CRISTIANI Director April 28, 1997
- -------------------------------
Ralph Roy Buon-Cristiani
KELLY L. CHAN Director April 28, 1997
- -------------------------------
Kelly L. Chan
MICHAEL M. Y. CHANG Director April 28, 1997
- -------------------------------
Michael M. Y. Chang
GEORGE T. M. CHING Director April 28, 1997
- -------------------------------
George T. M. Ching
</TABLE>
[SIGNATURES CONTINUED]
S-4
<PAGE> 23
[SIGNATURES CONTINUED]
WING K. FAT Director April 28, 1997
- -------------------------------
Wing K. Fat
PATRICK S. D. LEE Director April 28, 1997
- -------------------------------
Patrick S. D. Lee
CHI-HUNG JOSEPH POON Director April 28, 1997
- -------------------------------
Chi-Hung Joseph Poon
THOMAS G. TARTAGLIA Director April 28, 1997
- -------------------------------
Thomas G. Tartaglia
WILBUR K. WOO Director April 28, 1997
- -------------------------------
Wilbur K. Woo
S-5
<PAGE> 24
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cathay Bancorp, Inc.
We consent to the use of our report dated January 30, 1997, on the consolidated
financial statements of Cathay Bancorp, Inc. and subsidiary as of December 31,
1996 and 1995 and for each of the years in the three-year period ended December
31, 1996, incorporated herein by reference, and to the reference to our Firm
under the heading "EXPERTS" in the Prospectus.
KPMG PEAT MARWICK LLP
Los Angeles, California
April 29, 1997
S-6
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C>
2.1 Agreement of Reorganization and Merger.(1)
3.1 Registrant's Restated Certificate of Incorporation.(1)
3.2 Restated Bylaws, as amended.(2)
4.1 Stockholder Rights Plan, as amended.(2)
5.1 Opinion of Counsel to Registrant with respect to legality of securities
issued in the Reorganization being registered.(1)
8.1 Opinion of Counsel to Registrant with respect to material tax matters.(1)
10.2 Employee Stock Ownership Plan and Trust of Cathay Bank.(1)
23.12 Consent of Independent Auditors (filed as page S-6 to this Post-
Effective Amendment No. 7).
24.1 Power of Attorney (included on page S-3 to the Registration Statement).(1)
</TABLE>
- ---------------
(1) Previously filed
(2) Previously filed with Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990.
S-7
