<PAGE>
As filed with the Securities and Exchange Commission on September 16, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CATHAY BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4274680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 NORTH BROADWAY
LOS ANGELES, CALIFORNIA 90012
(Address of principal executive offices) (Zip code)
CATHAY BANCORP, INC. EQUITY INCENTIVE PLAN
(Full title of plan)
---------------------------------
MR. DUNSON K. CHENG
CHAIRMAN AND PRESIDENT
CATHAY BANCORP, INC.
777 NORTH BROADWAY
LOS ANGELES, CALIFORNIA 90012
(Name and address of agent for service)
(213) 625-4700
(Telephone number, including area code, of agent for service)
-----------------------------
With a Copy to:
STEVEN O. WEISE, ESQ.
HELLER EHRMAN WHITE & MCAULIFFE
601 SOUTH FIGUEROA STREET, 40TH FLOOR
LOS ANGELES, CALIFORNIA 90017
(213) 689-0200
-----------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum Amount of
Title of securities Amount to offering price aggregate registration
to be registered be registered(1) per share(2) offering price(2) fee(2)
- ------------------------------------------------- --------------------------------------- --------------------- ----------------
<S> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE PER SHARE 1,075,000 $37.00 $39,775,000 $11,058
================================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. Such interests include an indeterminate number of
additional shares that may be issued to adjust the number of shares
issued pursuant to such employee benefit plan as the result of any
future stock split, stock dividend or similar adjustment of registrant's
outstanding common stock.
(2) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, based upon the
closing sale price of the common stock as reported on the Nasdaq Stock
Market on September 15, 1999.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
All documents filed by registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of the
filing of this registration statement and prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered under this registration statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of the filing of such documents.
The following documents filed with the Securities and Exchange
Commission are also incorporated herein by reference:
1. Registrant's annual report on form 10-K, for the fiscal year ended
December 31, 1998, filed pursuant to the Securities Exchange Act of 1934;
2. Registrant's quarterly report on form 10-Q, for the quarterly period
ended March 31, 1999, filed pursuant to the Securities Exchange Act 1934;
3. Registrant's quarterly report on form 10-Q, for the quarterly period
ended June 30, 1999, filed pursuant to the Securities Exchange Act of 1934; and
4. The description of the common stock contained in registrant's
amendment to registration statement on form 8-A/A filed with the Securities and
Exchange Commission on September 16, 1999, under the Securities Exchange Act of
1934.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), registrant's Restated Certificate of Incorporation contains a
provision which eliminates the personal liability of its directors to registrant
and its stockholders for monetary damages resulting from breaches of their
fiduciary duty as directors, other than liability for breaches of the duty of
loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, violations under
II-1
<PAGE>
Section 174 of the DGCL or any transaction from which the director derived an
improper personal benefit.
Section 145 of the DGCL permits, and under certain circumstances
requires, registrant to indemnify its directors, officers, employees and agents
subject to certain conditions and limitations. Registrant's Bylaws also contain
provisions to indemnify its agents, including its directors and officers. In
addition, registrant maintains directors' and officers' liability insurance
which insures against certain liabilities that its officers and directors may
incur in such capacities and has entered into indemnity agreements with such
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Cathay Bancorp, Inc. Equity Incentive Plan*
4.2 Form of Nonstatutory Stock Option Agreement
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe (included in
Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Certain Officers and Directors (included on
pages II-4 and II-5)
- ------------------
*Previously filed as an exhibit to registrant's quarterly report on form 10-Q
for the quarterly period ended March 31, 1998.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
II-2
<PAGE>
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration
statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3 and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Los Angeles, California, on September 16, 1999.
CATHAY BANCORP, INC.
By /s/ Dunson K. Cheng
-------------------
Dunson K. Cheng
Chairman and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints DUNSON K. CHENG and ANTHONY M. TANG, or
either of them, his attorneys-in-fact, with full power of substitution, for him
in any and all capacities, to sign any amendments to this registration
statement, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Dunson K. Cheng Chairman of the Board and President September 16, 1999
- ---------------------------------- (Principal Executive Officer)
Dunson K. Cheng
/s/ Anthony M. Tang Executive Vice President, Chief September 16, 1999
- --------------------------------- Financial Officer/Treasurer and
Anthony M. Tang Director (Principal Financial Officer
and Principal Accounting Officer)
/s/ Ralph Roy Buon-Cristiani Director September 16, 1999
- ---------------------------------
Ralph Roy Buon-Cristiani
/s/ Kelly L. Chan Director September 16, 1999
- ---------------------------------
Kelly L. Chan
</TABLE>
[Signatures continued on next page]
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael M.Y. Chang Director September 16, 1999
- ---------------------------------
Michael M.Y. Chang
/s/ George T.M. Ching Vice Chairman of the Board September 16, 1999
- --------------------------------
George T.M. Ching
/s/ Wing K. Fat Director September 16, 1999
- --------------------------------
Wing K. Fat
/s/ Patrick S.D. Lee Director September 16, 1999
- --------------------------------
Patrick S.D. Lee
/s/ Chi-Hung Joseph Poon Director September 16, 1999
- --------------------------------
Chi-Hung Joseph Poon
/s/ Thomas G. Tartaglia Director September 16, 1999
- --------------------------------
Thomas G. Tartaglia
/s/ Wilbur K. Woo Director September 16, 1999
- --------------------------------
Wilbur K. Woo
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibits
<S> <C>
4.1 Cathay Bancorp, Inc. Equity Incentive Plan*
4.2 Form of Nonstatutory Stock Option Agreement
5.1 Opinion of Heller Ehrman White & McAuliffe
23.1 Consent of Heller Ehrman White & McAuliffe
(included in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney of Certain Officers and Directors (included on pages
II-4 and II-5)
- ------------------
* Previously filed as an exhibit to registrant's quarterly report on form 10-Q
for the quarterly period ended March 31, 1998.
</TABLE>
<PAGE>
EXHIBIT 4.2
FORM OF
CATHAY BANCORP, INC.
EQUITY INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is
made and entered into as of _______________, between CATHAY BANCORP, INC., a
Delaware corporation (the "Company"), and __________ (the "Optionee").
THE PARTIES AGREE AS FOLLOWS:
1. GRANT OF OPTION AND EFFECTIVE DATE.
1.1. GRANT. The Company hereby grants to Optionee pursuant to the
Company's Equity Incentive Plan (the "Plan"), a copy of which is attached to
this Agreement a Exhibit 1, a nonqualified stock option (the "NQO") to
purchase all or any part of an aggregate of ________ shares (the "NQO
Shares") of the Company's Common Stock (the "Common Stock") on the terms and
conditions set forth herein and in the Plan, the terms and conditions of the
Plan being hereby incorporated into this Agreement by reference. The Optionee
acknowledges receipt of a copy of the Plan and that the Plan contains
provisions that materially affect the rights and obligations of the Optionee.
1.2. EFFECTIVE DATE. The effective date of this NQO is
_____________ (the "Effective Date").
2. EXERCISE PRICE. The exercise price for purchase of the shares
of Common Stock covered by this NQO shall be $_______ per share.
3. TERM. This NQO shall terminate ten years from the Effective Date.
4. ADJUSTMENT OF NQOs. The Company shall adjust the number and kind
of shares and the exercise price thereof in certain circumstances in
accordance with the provisions of the Plan.
5. EXERCISE OF OPTIONS.
5.1. TIME OF EXERCISE. The NQO shall become exercisable with
respect to 20% percent of the number of NQO Shares covered hereby on the
first anniversary of the Effective Date, 20% of the number of NQO Shares
covered hereby on the second anniversary of the Effective Date, 20% of the
NQO Shares covered hereby on the third anniversary of the Effective Date, 20%
of the NQO Shares covered hereby on the fourth
-1-
<PAGE>
anniversary of the Effective Date, and 20% of the NQO Shares covered hereby
on the fifth anniversary of the Effective Date, so that this NQO shall be
fully exercisable on the fifth anniversary of the Effective Date.
5.2. EXERCISE AFTER TERMINATION OF EMPLOYMENT, DISABILITY OR
DEATH. If Optionee shall cease to be employed by the Company for any reason,
whether voluntarily or involuntarily, other than by reason of his or her
death, Optionee (or, if the Optionee shall die after such termination, but
prior to such exercise date, Optionee's personal representative or the person
entitled to succeed to this Option by will or the laws of descent and
distribution) shall have the right at any time within three months following
the date of such termination of employment, or during the remaining term of
this Option, whichever is the lesser, to exercise in whole or in part this
Option, to the extent, but only to the extent, that this Option was
exercisable as of the date of the termination of employment and had not
previously been exercised; PROVIDED, HOWEVER, if Optionee is permanently
disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code
of 1986, as amended) at the date of termination, the foregoing three-month
period shall be extended to one year. If the Optionee shall die while in the
employ of the Company, Optionee's personal representative or the person
entitled to Optionee's rights hereunder may at any time within one year after
the date of Optionee's death, or during the remaining term of this Option,
whichever is the lesser, exercise in whole or in part this Option, to the
extent, but only to the extent, that Optionee could have exercised this
Option as of the date of Optionee's death (and provided, in any case, that
this Option may be so exercised only to the extent that this Option had not
previously been exercised by Optionee).
5.3. MANNER OF EXERCISE. Optionee may exercise this NQO, or any
portion of this NQO, by giving a written notice of exercise in the form
attached to this Agreement to the Company at its principal executive office,
to the attention of the officer of the Company designated by the Plan
Administrator, accompanied by payment of the exercise price and payment of
any applicable withholding or employment taxes. The date the Company receives
written notice of an exercise hereunder accompanied by payment will be
considered as the date this NQO was exercised.
Promptly after receipt of written notice of exercise of the NQO,
the Company shall, without stock issue or transfer taxes to Optionee or other
person entitled to exercise, deliver to Optionee or other person a
confirmation for the requisite number of Shares (the "Exercised Shares"). An
Optionee or transferee of an Optionee shall not have any privileges as a
shareholder with respect to any NQO Shares covered by the option until the
date of issuance of a stock certificate.
-2-
<PAGE>
5.4. PAYMENT. Payment in full, in cash or cashier's check, shall
be made for all NQO Shares purchased at the time written notice of exercise
of the NQO is given to the Company, and proceeds of any payment shall
constitute general funds of the Company.
6. NONASSIGNABILITY OF NQO. This NQO is not assignable or
transferable by Optionee except by will or by the laws of descent and
distribution. During the life of Optionee, the NQO is exercisable only by
Optionee. Any attempt to assign, pledge, transfer, hypothecate or otherwise
dispose of this NQO in a manner not herein permitted, and any levy of
execution, attachment or similar process on this NQO, shall be null and void.
7. MARKET STANDOFF. Optionee hereby agrees that if so requested by
the Company or any representative of the underwriters in connection with any
registration of the offering of the securities of the Company under the
Securities Act of 1933, as amended, (the "Act"), Optionee shall not sell or
otherwise transfer the Exercised Shares for a period of 180 days following
the effective date of a Registration Statement filed under the Act. The
Company may impose stop-transfer instructions with respect to the Exercised
Shares subject to the foregoing restrictions until the end of each such
180-day period.
8. RESTRICTION ON ISSUANCE OF SHARES. The Company shall not be
obligated to sell or issue any Exercised Shares pursuant to this Agreement if
such sale or issuance, in the opinion of the Company and the Company's
counsel, might constitute a violation by the Company of any provision of law,
including without limitation the provisions of the Act. The Company shall not
be obligated to take any affirmative action in order to cause the grant or
exercise of this option or the issuance or sale of any Exercised Shares
pursuant thereto to comply with any law.
9. RESTRICTION ON TRANSFER. The Company may impose restrictions upon
the sale, pledge or other transfer of Exercised Shares (including the
placement of appropriate legends on stock certificates) if, in the judgment
of the Company and the Company's counsel, such restrictions are necessary or
desirable in order to achieve compliance with the provisions of the Act, the
securities laws of any state, or any other law.
10. STOCK CERTIFICATE RESTRICTIVE LEGENDS. Stock certificates evidencing
Exercised Shares may bear such restrictive legends as the Company and the
Company's counsel deem necessary or advisable under applicable law or pursuant
to this Agreement, including, without limitation, the following legend:
"THE SECURITIES REPRESENTED HEREBY ARE
SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD
OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A
-3-
<PAGE>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, FOR AN OFFERING OF THE
COMPANY'S SECURITIES AS MORE FULLY PROVIDED IN
AN AGREEMENT RELATING TO THE OPTION TO
PURCHASE SUCH SECURITIES."
11. REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF
OPTIONEE UPON EXERCISE OF NQO. Optionee hereby represents, warrants,
covenants, acknowledges and agrees that:
11.1. ACCESS TO INFORMATION. Optionee has had the opportunity to ask
questions of, and to receive answers from, appropriate executive officers of
the Company with respect to the terms and conditions of the transaction
contemplated hereby and with respect to the business, affairs, financial
conditions and results of operations of the Company. Optionee has had access
to such financial and other information as is necessary in order for Optionee
to make a fully-informed decision as to investment in the Company by way of
purchase of the Exercised Shares, and has had the opportunity to obtain any
additional information necessary to verify any of such information to which
Optionee has had access.
11.2. TAX ADVICE. The Company has made no representations or
warranties to Optionee with respect to the income tax consequences of the
transactions contemplated by this Agreement, and Optionee is in no manner
relying on the Company or the Company's representatives for an assessment of
such tax consequences.
11.3. INVESTMENT INTENT. Unless the NQO Shares represented by this
Option are registered under the Act, either before or after the exercise of
this Option in whole or in part, Optionee will acquire the Exercised Shares
for the purpose of investment and not with a view to, or for resale in
connection with, any distribution thereof.
12. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this
Agreement shall confer upon the Optionee any right to continued employment by
the Company, nor shall it interfere in any way with the right of the Company
to terminate or change the terms of the Optionee's employment or to change or
decrease the compensation of Optionee at any time for any reason whatsoever,
with or without cause.
13. ASSIGNMENT: BINDING EFFECT. Subject to the limitations set forth
in this Agreement, this Agreement shall be binding upon and inure to the
benefit of the executors, administrators, heirs, legal representatives and
successors of the parties hereto; provided, however, that Optionee may not
assign any of Optionee's rights under this Agreement.
-4-
<PAGE>
14. DAMAGES. Optionee shall be liable to the Company for all costs and
damages, including incidental and consequential damages, resulting from a
disposition of shares which is not in conformity with the provisions of this
Agreement.
15. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of California applicable to
contracts entered into and wholly to be performed within the State of
California by California residents.
16. NOTICES. All notices and other communications under this Agreement
shall be in writing. Unless and until Optionee is notified in writing to the
contrary, all notices, communications and documents directed to the Company
and related to the Agreement, if not delivered by hand, shall be mailed,
addressed as follows:
CATHAY BANCORP, INC.
777 North Broadway Street
Los Angeles, California 90012
Attention: Stock Option Administrator
Unless and until the Company is notified in writing to the
contrary, all notices, communications and documents intended for Optionee and
related to this Agreement, if not delivered by hand, shall be mailed to
Optionee's last known address as shown on the Company's books. Notices and
communications shall be mailed by first class mail, postage prepaid;
documents shall be mailed by registered mail, return receipt requested,
postage prepaid. All mailings and deliveries related to this Agreement shall
be deemed received only when actually received.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the Effective Date.
CATHAY BANCORP, INC.
By:
________________________
Title:
________________________
-5-
<PAGE>
Optionee hereby accepts and agrees to be bound by all of the terms and
conditions of this Agreement and the Plan.
________________________
Optionee
Optionee's spouse indicates by the execution of this Agreement his or her
consent to be bound by the terms thereof as to his or her interests, whether
as community property or otherwise, if any, in the options granted hereunder,
and in any Exercised Shares.
________________________
Optionee's Spouse
-6-
<PAGE>
NOTICE OF EXERCISE
To The Stock Administrator of CATHAY BANCORP, INC.:
Optionee hereby notifies CATHAY BANCORP, INC. (the "Company") that
Optionee is exercising a nonqualified stock option to purchase __________ shares
of Common Stock of the Company, which was granted to Optionee on ______________
pursuant to of the Company's Equity Incentive Plan (the "Plan"), at an exercise
price of $_______ per share for aggregate consideration of
$___________.
Payment of the exercise price and any applicable withholding or employment taxes
is being delivered to the Company together with this Notice of Exercise.
Optionee hereby confirms the representations and warranties made in
Section 11 of the Nonqualified Stock Option Agreement between the Company and
the Optionee dated as of _________________.
Date:_____________________ __________________
Signature
Please issue the stock as follows:
Print Name: ______________________________________________________
Sign Name: _______________________________________________________
Social Security Number: __________________________________________
Office Phone: ____________________________________________________
Home Address: ____________________________________________________
City, State, Zip Code: ___________________________________________
For Stock Administrator's use only:
Date of receipt of Notice of Exercise of Stock Options __________
Date Confirmation of Stock Exercise sent to Optionee __________
Date Instruction Letter sent to Transfer Agent __________
-7-
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE]
September 16, 1999
18579-0014
Cathay Bancorp, Inc.
777 North Broadway
Los Angeles, California 90012
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to Cathay Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), that the Company proposes to file on or
about September 16, 1999 to register under the Securities Act of 1933 up to a
total of 1,075,000 shares (the "Shares") of its common stock, $.01 par value per
share. The Shares are issuable upon exercise of options granted or to be granted
or awards to be made under the Cathay Bancorp, Inc. Equity Incentive Plan (the
"Plan").
We have assumed the authenticity of all records, documents and
instruments submitted to us as originals, the genuineness of all signatures, the
legal capacity of natural persons and the conformity to the originals of all
records, documents and instruments submitted to us as copies. We have based our
opinion upon our review of the following records, documents, instruments and
certificates and such additional certificates relating to factual matters as we
have deemed necessary or appropriate for our opinion:
(a) The Company's Restated Certificate of Incorporation, as
amended to date, certified by the Delaware Secretary of State
as of September 8, 1999, and certified to us by an officer of
the Company as being true and complete, and in full force and
effect as of this date;
(b) The Company's Restated Bylaws, as amended to date, certified
to us by an officer of the Company as being true and complete,
and in full force and effect as of this date;
<PAGE>
Cathay Bancorp, Inc.
September 16, 1999
Page 2
(c) A Certificate of the Company's Secretary (i) attaching records
certified to us as constituting all records of proceedings and
actions of the Company's Board of Directors (and its duly
authorized Equity Incentive Plan Committee) and stockholders
relating to the adoption of the Plan and the issuance of any
Shares, and (ii) certifying as to certain other factual
matters;
(d) The Registration Statement;
(e) The Plan; and
(f) A letter from American Stock Transfer and Trust Company, the
Company's transfer agent, dated September 7, 1999 as to the
number of shares of the Company's common stock outstanding as
of September 3, 1999.
This opinion is limited to the Delaware General Corporation Law
(without review of the rules, regulations or case law application to such
statute) and we disclaim any opinion as to the laws of any other jurisdiction.
We further disclaim any opinion as to any statute, rule, regulation, ordinance,
order or other promulgation of any regional or local governmental body or as to
any related judicial or administrative opinion.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered and issued, (ii) appropriate
certificates evidencing the Shares will be executed and delivered upon issuance
of the Shares, (iii) the full consideration stated in the Plan is paid for each
Share, and (iv) all applicable securities laws are complied with, it is our
opinion that when issued by the Company, after payment therefor in the manner
provided in the Plan, the Shares will be legally issued, fully paid and
nonassessable.
This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity without our prior written consent. We disclaim any obligation to
advise you of any change of law that occurs, or any facts of which we become
aware, after the date of this opinion.
<PAGE>
Cathay Bancorp, Inc.
September 16, 1999
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Heller Ehrman White & McAuliffe
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Cathay Bancorp, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
Los Angeles, California
September 15, 1999
