<PAGE>
FORM 8-A/A
(AMENDMENT NO. 1)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CATHAY BANCORP, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4274680
------------------------------- ----------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation) No.)
777 North Broadway, Los Angeles, California 90012
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock,
$.01 par value
<PAGE>
THE FOLLOWING ITEM 1 IS BEING AMENDED AND RESTATED IN ITS ENTIRETY IN ORDER TO
DESCRIBE OUR REGISTERED SECURITIES IN A MANNER CONSISTENT WITH THE SEC'S "PLAIN
ENGLISH" GUIDELINES.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Cathay Bancorp, Inc. is authorized to issue up to 25,000,000 shares of
common stock, $.01 par value per share, and up to 10,000,000 shares of preferred
stock, $.01 par value per share. As of September 3, 1999, we had 9,021,317
shares of common stock and no shares of preferred stock outstanding. In this
registration statement, "Bancorp," "we," "us" and "our" refer to Cathay Bancorp,
Inc.
COMMON STOCK
VOTING RIGHTS
Unless otherwise provided in Bancorp's Certificate of Incorporation,
each holder of common stock is entitled to one vote for each share held on
any matter subject to stockholder approval, including the election of
directors. The Restated Certificate does not permit cumulative voting in the
election of directors, except in very limited circumstances. See "Change of
Control and Related Matters - Contingent Cumulative Voting for Directors"
below. Thus, holders of a majority of the outstanding shares of common stock
are generally able to elect all of the directors standing for election in
each year, subject to any rights of any preferred stock that is then issued
and outstanding. See "Preferred Stock" below.
DIVIDEND RIGHTS
Holders of common stock are entitled to dividends when and as
declared by the Board of Directors. Our ability to pay dividends is limited
by restrictions imposed by Delaware law. Our principal source of income is
from dividends from Cathay Bank. Cathay Bank's ability to pay dividends is
subject to tax, California law and other regulatory restrictions. In
addition, any issuance of preferred stock with a preference over common stock
as to dividends may adversely affect the dividend rights of holders of common
stock. See "Preferred Stock" below.
PREEMPTIVE RIGHTS
Common stockholders have no preemptive rights to purchase any shares
of capital stock that Bancorp may issue in the future. Therefore, the Board
of Directors may sell shares of capital stock without first offering them to
existing stockholders.
ASSESSABILITY
Under Delaware law, the issued shares of common stock are
nonassessable.
2
<PAGE>
PREFERRED STOCK
Our Board of Directors is authorized, without further stockholder
approval, to:
- Issue shares of preferred stock, in one or more series, from
time to time;
- Fix the voting rights, designations, preferences or other
rights of the shares of each class or series of preferred
stock; and
- Fix the qualifications, limitations and restrictions on the
shares of each class or series of preferred stock.
Any preferred stock may rank prior to the common stock as to dividend
rights or liquidation preferences, or both. It may have full, limited or no
voting rights. It may be convertible into shares of common stock. The issuance
of preferred stock may affect the value or proportionate voting power of the
common stock. Thus, if the Board of Directors issues shares of preferred stock,
the rights of common stockholders may be adversely affected. However, other than
the preferred stock that may be issuable under Bancorp's Shareholder Rights Plan
in certain circumstances, the Board of Directors does not presently intend to
issue preferred stock. See "Change in Control and Related Matters - Shareholder
Rights Plan" below.
CHANGE IN CONTROL AND RELATED MATTERS
The following are some provisions in Bancorp's Restated Certificate of
Incorporation, Restated Bylaws and Shareholder Rights Plan that deal with
matters of corporate governance and the rights of stockholders. Provisions
relating to stock ownership and transfer, the Board of Directors and business
combinations may have an "anti-takeover" effect. They may discourage takeover
attempts not first approved by our directors, including takeover attempts that
some stockholders, or even a majority of stockholders, might believe to be in
their interests. These provisions may also make it more difficult to remove
management. However, we believe that these provisions are appropriate to protect
the interests of our company and our stockholders from hostile takeovers that
the Board believes would not be in the best interests of our company and all its
stockholders.
The following discussion is a summary of some provisions of the
Restated Certificate, Restated Bylaws and Shareholder Rights Plan that may
relate to change in control and related matters. As such, it may not contain
all information that may be important. The discussion is qualified in its
entirety by reference to the full text of the Restated Certificate, Restated
Bylaws and Shareholder Rights Plan, which are exhibits to this registration
statement.
AUTHORIZED BUT UNISSUED SHARES
The shares of common stock and preferred stock which are authorized but
not issued provide our Board of Directors with flexibility to issue additional
shares, without stockholder approval, for proper corporate purposes. Proper
corporate purposes include financings, acquisitions,
3
<PAGE>
stock dividends, stock splits, employee stock options and other similar
purposes. These shares may also be used by the Board to deter future attempts
to gain control of Bancorp.
DIRECTORS
NUMBER, VOTING AND STAGGERED TERMS. Under the Restated Bylaws, the
Board of Directors consists of that number of directors, not less than three
nor more than 25, fixed by resolution of the Board of Directors. The Board of
Directors is currently composed of eleven directors.
The Restated Certificate permits directors to be elected by class.
We have three classes of directors. One class is elected each year for a
three-year term, to hold office until his or her successor is duly elected
and qualified. So, ordinarily no more than approximately one-third of the
directors stand for election in any one year. The Restated Certificate does
not provide for cumulative voting in the election of directors, except in
very limited circumstances. See "-Contingent Cumulative Voting for Directors"
below.
REMOVAL OF DIRECTORS. Under the Restated Certificate, directors may
only be removed from office:
- For cause, and
- By the affirmative vote of 80% of the combined voting power of
the outstanding shares of all classes and series of stock
eligible to vote generally in the election of directors (the
"voting stock"), voting together as a single class, at a duly
constituted meeting called expressly for that purpose.
These provisions are intended to provide continuity of the Board of
Directors. However, they may make it more difficult and time-consuming for a
stockholder group to use fully its voting power to gain control of the Board.
VACANCIES ON THE BOARD OF DIRECTORS. Under the Restated Bylaws, any
vacancy on the Board of Directors, including a vacancy that results from an
expansion of the Board, may be filled by an affirmative vote of a majority of
the remaining directors. However, if a vacancy occurs when there is an
"interested stockholder" (as defined in the Restated Certificate) beneficially
owning 10% or more of the outstanding voting stock, a majority vote of the
"continuing directors" (as defined in the Restated Certificate) is also
required. Any director appointed to fill a vacancy would serve for the full
remaining term and his or her successor has been elected and qualified.
CONTINGENT CUMULATIVE VOTING FOR DIRECTORS. Cumulative voting in the
election of directors is only available to stockholders if a person or group
acquires 40% of the outstanding voting stock.
4
<PAGE>
STOCKHOLDER MEETINGS
ANNUAL AND SPECIAL MEETINGS. An annual meeting of stockholders for
the election of directors and the transaction of other proper business is to
be held at the date and time set by the Board of Directors. The Chairman of
the Board, the President, or a majority of the Board of Directors may also
call a special meeting of stockholders for any specified purpose at any time.
The Restated Certificate does not generally permit stockholders to take
action by written consent, but requires an action requiring a vote of
stockholders to be taken only at an annual or special meeting.
NEW BUSINESS. Under the Restated Bylaws, a stockholder who intends to
raise new business at an annual meeting of stockholders must give written notice
to the Secretary of Bancorp not less than 60 nor more than 90 days before the
scheduled annual meeting. However, if Bancorp gives less than 70 days' notice or
prior public disclosure of the meeting, the stockholder's written notice must be
received by the Secretary within ten days of the date of Bancorp's notice or
disclosure of the meeting. Only stockholders of record entitled to vote at the
meeting who follow all the requirements of the Restated Bylaws may raise new
business at an annual meeting. Such new business may not be raised at a special
meeting. The new business must also be a proper matter for action under Delaware
law and the Restated Certificate and Bylaws.
The Restated Bylaws require, among other things, that the stockholder
supply information concerning the stockholder and the stockholder's interest in
the proposed new business matter. If the stockholder supplies information that
is deficient in any material respect, a majority of the Board of Directors may
reject the stockholder's request to place the proposal before the meeting. In
addition, the presiding officer at the annual meeting may also reject the
stockholder's request, if he or she determines that it is defective.
The purpose of requiring advance notice of new business is to allow
the Board of Directors to give advance notice of the new business to the
stockholders generally and to afford a meaningful opportunity to consider the
merits of the matter to be raised by the stockholder.
The stockholder notice described above is separate and apart from the
rules promulgated by the SEC under the Securities Exchange Act of 1934, that
entitle a stockholder in specific circumstances to require Bancorp to include
that stockholder's proposal (but not that stockholder's nominees for director)
in the proxy materials distributed by Bancorp for its next annual meeting of
stockholders.
NOMINATION OF DIRECTORS. Under the Restated Bylaws, nominations for the
election of directors may only be made by a majority of the Board of Directors
or by stockholders of record entitled to vote at the meeting who follows all the
applicable requirements of the Restated Bylaws. Such stockholders who intend to
nominate candidates for election as directors must deliver written notice to the
Secretary of Bancorp not less than 60 nor more than 90 days prior to the date of
the scheduled annual meeting. However, if Bancorp gives less than 70 days'
notice or prior disclosure of the meeting, the stockholder's written notice must
be received by the
5
<PAGE>
Secretary within ten days of the date of Bancorp's notice or disclosure of
the meeting. The stockholder's notice must, among other things, give the
following information for each nominee:
- The name, age, business address and residence address of the
person,
- The principal occupation or employment of the person,
- The class and number of shares of stock beneficially owned
by the person on the date of the notice, and
- Any other information relating to the person that would be
required to be disclosed pursuant to Regulations 13D-G and 14A
under the Securities Exchange Act of 1934.
The stockholder is also required to include in his or her notice his
or her name and address, his or her beneficial stock ownership and the
identity of other stockholders known by the stockholder to support the
nominees and the extent of those persons' beneficial stock ownership. A
majority of the Board of Directors may reject a nomination by a stockholder
not made in accordance with the requirements of the Restated Bylaws. In
addition, the presiding officer at the annual meeting may also reject the
nominations, if he or she determines that they are defective.
The purpose of the advance notice requirement is to afford the Board
of Directors the opportunity to consider the qualifications of the proposed
nominees and to inform stockholders about the nominee's qualifications.
PROVISIONS RELATING TO BOARD OF DIRECTORS' EXERCISE OF BUSINESS JUDGMENT
The Restated Certificate permits the Board of Directors, when
evaluating any tender, exchange, merger, acquisition or similar offer of another
person, in the exercise of its business judgment, to give due consideration to
all relevant factors. These factors include:
- The social and economic effects of the offer and of acceptance
of the offer on account holders, borrowers, employees,
suppliers and other entities doing business with us;
- The social and economic effects of the offer and of acceptance
of the offer on the communities in which we operate or are
located; and
- Other factors, including the desirability of maintaining our
independence from entities that are our customers or
competitors.
AMENDMENT OF THE RESTATED CERTIFICATE
An amendment of the Restated Certificate must first be approved by a
majority of the Board of Directors and thereafter by a majority, or in the
case of amendments to certain articles 80%, of the outstanding voting stock,
voting as a single class, in addition to any other voting requirements.
6
<PAGE>
AMENDMENT OF THE RESTATED BYLAWS
Under the Restated Certificate, Bylaws may be adopted or amended either
by the stockholders or the Board of Directors, unless Delaware law, the Restated
Certificate or the Restated Bylaws require stockholder action to be taken.
Action by the Board of Directors requires the affirmative vote of a majority of
the directors then in office. However, if there is an interested stockholder
beneficially owning 10% or more of the outstanding voting stock at the time of
the action, the action also requires the affirmative vote of at least a majority
of the continuing directors then in office. Action by the stockholders requires
the affirmative vote of at least 80% of the voting stock, voting together as a
single class, at a duly constituted meeting called expressly for that purpose,
in addition to any other voting requirements required by law, the Restated
Certificate and Restated Bylaws.
STOCKHOLDER VOTE REQUIRED TO APPROVE CERTAIN BUSINESS COMBINATIONS - "FAIR
PRICE" PROVISION
Under the Restated Certificate, any "business combination" (as defined
in the Restated Certificate) involving an interested stockholder beneficially
owning 10% or more of the outstanding voting stock, or its affiliates or
associates, and Bancorp or any subsidiary, requires the approval of holders of
at least 80% of the outstanding shares of voting stock, voting as a single
class, excluding shares beneficially owned by the interested stockholder. This
vote is required even if no vote is required or a lesser percentage or separate
class vote may be specified by law or another provision of the Restated
Certificate or Bylaws.
However, if the business combination is approved by a majority of the
continuing directors or if specified procedures and price requirements are met,
then the 80% stockholder vote is not required. The 80% stockholder vote is not
required if the stockholders who are divested of their equity interest in
Bancorp in the business combination receive not less than the highest of:
- The highest per share price paid by the interested stockholder
for a share of stock in connection with the acquisition by the
interested stockholder of the stock, whichever is higher:
* Within the two-year period immediately before the
date the combination was announced, or
* In a transaction or series of related transactions in
which the interested stockholder became an interested
stockholder;
- The fair market value per share of the stock, whichever is
higher, on:
* The day the combination was announced, or
* The day that the interested stockholder became an
interested stockholder; and
- In the case of capital stock other than common stock, the
highest preferential amount per share, if any, to which the
holders of the stock would be entitled in the event of
7
<PAGE>
any voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the corporation.
This "fair price" provision is designed in part to discourage certain
types of two-tiered tender offers for the stock of a corporation. In the first
step, a tender offer is made for less than all the outstanding shares of the
corporation. In the second step, the acquiring company then attempts, through a
"business combination," to force the remaining stockholders to sell their stock
at a reduced price. This provision is intended to give the Board of Directors
the ability to negotiate the best price possible in the event of an offer to
purchase Bancorp and to prevent stockholders from coming under pressure to sell
their shares at less than a "fair price."
ANTI-GREENMAIL PROVISION
The Restated Certificate prohibits Bancorp from purchasing any
shares of its stock at a price greater than its then fair market value from
an "interested stockholder" (as defined in the Restated Certificate)
beneficially owning 5% or more of the outstanding voting stock, who was an
interested stockholder for a period of less than two years before the date of
the purchase or agreement to purchase. The purchase may be permitted,
however, if:
- It is approved by a majority of the outstanding voting stock,
voting as a class, excluding the shares beneficially owned by
the interested stockholder,
- The same offer is made to all other holders of the same kind
of securities, or
- The shares of the interested stockholder are repurchased in
the open market.
SHAREHOLDER RIGHTS PLAN
Under the Shareholder Rights Plan, the Board of Directors declared a
dividend of one right for each share of common stock outstanding on December
20, 1990 (the "rights record date") and authorized the issuance of one right,
subject to adjustment, for each share of common stock that becomes
outstanding between the rights record date and the "distribution date" (as
described below). Each right entitles the registered holder of the right to
purchase one one-hundredth (1/100) of a share of series A preferred stock, or
other securities or property as provided in the Shareholder Rights Plan, at a
purchase price of $55.00.
The terms and conditions of the rights are contained in a Rights
Agreement. The following discussion is a summary of some provisions of the
Rights Agreement. As such, it may not contain all information that may be
important. The discussion is qualified in its entirety by reference to the
full text of the Rights Agreement, which is an exhibit to this registration
statement.
The rights are not currently exercisable, and we have not issued
certificates for them. Until the distribution date, or the earlier redemption
or expiration of the rights, the rights automatically trade with the common
stock. The rights expire at the close of business on December 20, 2000,
unless we redeem or exchange them earlier.
8
<PAGE>
The rights are not exercisable until the distribution date and the
Board's right of redemption has expired. The "distribution date" will occur on
the earlier of:
- The tenth day following either:
* The first public announcement that a person or group
of affiliated or associated persons (an "acquiring
person") other than Bancorp, any subsidiary of
Bancorp or any employee benefit plan or employee
stock plan of Bancorp or any of its subsidiaries
("exempt persons"), has acquired, or obtained the
right to acquire, beneficial ownership of 15% or more
of the outstanding common stock (the "stock
acquisition date"), or
* The earlier date that a majority of the Board of
Directors becomes aware of the existence of an
acquiring person; or
- The nineteenth business day following the commencement by any
person other than an exempt person of, or the first public
announcement of the intention to commence, a tender or
exchange offer that would result in the ownership of 20% or
more of the outstanding common stock.
The distribution date may be extended by the Board of Directors. In
addition, after the acquisition of shares of common stock by an acquiring
person, the rights beneficially owned by the acquiring person, and in certain
circumstances the acquiring person's transferee, become null and void.
As soon as practicable after the distribution date, separate rights
certificates will be mailed to record holders of common stock at the close of
business on the distribution date. The rights certificates alone will then
evidence the rights and the rights will then be transferable separate and
apart from the common stock. Until a right is properly exercised and the
purchase price is paid, the holder will have no rights as a Bancorp
stockholder, including the rights to vote or receive dividends.
At any time until ten days after the stock acquisition date, or
longer if the ten-day period is extended by the Board, the Board may cause
Bancorp to redeem all, but not less than all, of the rights at a price of
$.01 per right, subject to adjustment. On the redemption, the right to
exercise the rights will terminate, and the holders of outstanding rights
will only be entitled to receive the redemption price without any interest.
The series A preferred stock is nonredeemable and, unless otherwise
provided in connection with the creation of a later series of preferred
stock, subordinate to all other series of preferred stock. The series A
preferred stock may not be issued except on exercise or exchange of rights.
Each share of series A preferred stock is be entitled to receive, when, as
and if declared, a quarterly dividend in an amount equal to the greater of
$1.00 per share or 100 times the quarterly cash dividend declared on the
common stock. In addition, the series A preferred stock is entitled to 100
times any noncash dividends, other than dividends payable in equity
securities, declared on the common stock, in like kind. In the event of the
liquidation, dissolution or winding up of Bancorp, holders of series A
preferred stock are entitled to receive a liquidation payment in an
9
<PAGE>
amount equal to the greater of $100 per share or 100 times the liquidation
payment made per share of common stock. Each outstanding share of series A
preferred stock has one hundred votes, voting together with the common stock.
In any merger, consolidation or other transaction in which common shares are
exchanged, each share of series A preferred stock is entitled to receive 100
times the amount received per share of common stock. The rights of the series
A preferred stock as to dividends, liquidation and voting are subject to
certain antidilution provisions.
The purchase price payable, the number of rights outstanding and the
number of shares of series A preferred stock or other securities or property
issuable on exercise of the rights are subject to adjustment from time to time
to prevent dilution. As of the date of this amendment to registration statement,
no such adjustments have been made. The events on which adjustments may occur,
include, among others:
- A stock dividend on, or a subdivision, combination or
reclassification of, the series A preferred stock;
- A grant to holders of the series A preferred stock of certain
rights or warrants to subscribe for series A preferred stock
or convertible securities at less than the current market
price of the series A preferred stock; or
- A distribution to holders of the series A preferred stock of
evidences of indebtedness or assets (excluding regular cash
dividends and dividends payable in series A preferred stock)
or of subscription rights or warrants.
If any person, alone or together with its affiliates and associates,
becomes an acquiring person (as described above), then each holder of a
right, other than the acquiring person, will have the right to receive, on
payment of the purchase price, instead of series A preferred stock, that
number of shares of common stock having a market value equal to twice the
purchase price. However, these rights do not apply to a tender or exchange
offer for all outstanding shares of common stock, if the offer is approved by
the Board of Directors after taking into account the long-term value of
Bancorp and all other factors that the Board deems relevant (a "permitted
tender offer").
If insufficient shares of common stock are available for the full
exercise of the rights, Bancorp may, in addition to issuing shares of
available common stock, issue cash, property, debt or other securities of
Bancorp, or reduce the purchase price of the rights, in such combination as
the Board may determined, so that the aggregate value received on exercise of
a right is equal to twice the purchase price. Depending on the number of
shares of common stock outstanding and the then market price of the common
stock, Bancorp may have insufficient shares of common stock available for the
full exercise of the rights, and may instead be required to issue cash,
property, debt or other securities, or reduce the purchase price of the
rights.
At any time after a person becomes an acquiring person other than
pursuant to a permitted tender offer, and the rights become exercisable the
Board may, at its option, exchange all or part of the then outstanding and
exercisable rights for shares of common stock at an exchange ratio of one
share of common stock per right, subject to adjustment. However, the Board
may not so exchange rights for shares after the time that any
10
<PAGE>
acquiring person becomes the beneficial owner of 50% or more of the then
outstanding common stock.
If after the stock acquisition date, Bancorp is acquired in a merger or
other business combination in which any shares of Bancorp common stock are
changed into or exchanged for other securities, cash or property, or more than
50% of the assets or earning power of Bancorp together with its subsidiaries are
sold or transferred in one or a series of related transactions, and the rights
are not earlier redeemed, provision must be made to give each holder of record
of a right (other than an acquiring person) the right to receive, on payment of
the purchase price, that number of shares of common stock of the purchaser equal
to twice the purchase price, determined in accordance with the Rights Agreement.
The purchaser must also assume all obligations of Bancorp under the Rights
Agreement and, on exercise of the rights, the holders (other than the acquiring
person) must be entitled to receive such cash, shares, rights and other
property which that the holder would have been entitled to had the holder held
common stock at the time of the transaction.
However, the above right to purchase stock of a purchaser does not
apply if the transaction is in connection with a permitted tender offer, the
form of consideration paid to holders of common stock in the transaction is the
same form of consideration paid in the permitted tender offer and the value paid
to holders of common stock in the transaction is not less than the price value
in the permitted tender offer.
Bancorp is not required to issue fractional shares of series A
preferred stock or other securities issuable on exercise of the rights. At its
election, interests in fractional shares of series A preferred stock may be
evidenced by depositary receipts. Or, it may also issue cash in lieu of
fractional shares.
As long as the rights are redeemable, the Board of Directors may amend
the rights in any manner, provided that it does not amend the redemption price
or date of expiration of the rights. At any time when the rights are not
redeemable, it may amend the rights in any manner that does not adversely affect
the interests of holders of the rights as such.
The Shareholder Rights Plan is intended to protect stockholder
interests and help assure that stockholders receive fair and equal treatment if
an attempt is made to acquire Bancorp. The Rights Agreement contains provisions
to safeguard stockholders in the event of an unsolicited offer to acquire
Bancorp, whether through a gradual accumulation of shares in the open market, a
partial offer to acquire Bancorp, a partial or two-tiered offer that does not
treat all stockholders equally, the acquisition in the open market or otherwise
of shares constituting control without offering fair value to all stockholders,
or other coercive or abusive takeover tactics.
11
<PAGE>
MARKET FOR STOCK
Our common stock trades on the Nasdaq National Market tier of The
Nasdaq National Stock Market under the symbol "CATY." During 1998, total trading
volume was approximately 1,793,000. The approximate number of stockholders at
September 13, 1999 was 1,734. Bancorp paid an aggregate per share cash dividend
of $0.70 in 1998 and $0.625 in 1997. The following table summarizes the
quarterly high, low and closing prices, and the trading volume since the first
quarter of 1997.
<TABLE>
<CAPTION>
END OF TRADING
HIGH LOW PERIOD VOLUME(1)
---- --- ------ ---------
<S> <C> <C> <C> <C>
1997
First quarter................................$21.750 $19.250 $21.500 258,334
Second quarter............................... 25.000 20.750 24.750 236,313
Third quarter................................ 33.000 24.000 31.750 373,211
Fourth quarter............................... 37.375 30.500 36.500 343,347
1998
First quarter ...............................$39.125 $32.000 $35.750 338,373
Second quarter............................... 48.000 35.500 46.500 527,920
Third quarter................................ 46.500 27.375 36.500 601,905
Fourth quarter............................... 41.563 27.000 41.000 325,019
1999
First quarter................................$41.000 $33.250 $37.625 305,330
Second quarter............................... 43.000 32.500 42.500 416,760
Third quarter (through September 13)......... 40.500 37.625 37.625 388,073
</TABLE>
- ------------
(1) We do not represent that the outstanding shares may either be bought or
sold at a certain price. The stock is traded on the Nasdaq.
12
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Los Angeles,
California, on September 16, 1999.
CATHAY BANCORP, INC.
By /s/ Dunson K. Cheng
-------------------
Dunson K. Cheng
Chairman and President
13
