<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1993
______________________________
FIRST STATE BANCORPORATION
(Exact name of registrant as specified in its charter)
New Mexico 85-0366665
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
111 Lomas Avenue, N.W.
Albuquerque, New Mexico 87102
(505) 241-7500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
FIRST STATE BANCORPORATION
1993 STOCK OPTION PLAN
(Full title of the Plan)
Michael R. Stanford, President
111 Lomas Avenue, N.W.
Albuquerque, New Mexico 87102
(505) 262-7500
(Name, address, and telephone number, including area code, of agent for
service)
With copies to
Marshall G. Martin, Esq. Jeffrey W. Hellberg, Esq.
Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P. Hinkle, Cox, Eaton, Coffield &
500 Marquette, N.W., Suite 800 Hensley, L.L.P.
Albuquerque, New Mexico 87102 1700 Bank One Center
(505) 768-1500 Amarillo, Texas 79101
(806) 372-5569
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- ---------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Proposed Proposed Amount
Title of Securities Amount to be Maximum Maximum of
to be Registered Registered Offering Aggregate Registration
Price Per Offering Price Fee
Share
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, No Par Value 600,000 $13.812 $8,287,200 $2,188(1)
- ----------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------
(1) Estimated solely to calculate the registration fee pursuant to Rule 457(c)
based upon the average of the high and low sale price of the Company's
Common Stock on December 14, 1999, as quoted on the Nasdaq National
Market.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I -- INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS.............. 1
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT........... 1
Item 3. Incorporation of Documents by Reference.................... 1
---------------------------------------
Item 4. Description of Securities.................................. 1
-------------------------
Item 5. Interests of Named Experts and Counsel..................... 1
--------------------------------------
Item 6. Indemnification of Officers and Directors.................. 1
-----------------------------------------
Item 7. Exemption from Registration Claimed........................ 2
-----------------------------------
Item 8. Exhibits................................................... 3
--------
Item 9. Undertakings............................................... 3
------------
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information required by Items 1 and 2 of Part I of Form S-8 is omitted
from this Registration Statement in accordance with the Note to Part I of
Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as amended
(the "Securities Act"). The documents containing the information specified in
Part I will be delivered to the participants in the plan covered by this
Registration Statement as required by Rule 428(b).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference as of their respective filing dates:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1999, June 30, 1999 and September 30, 1999.
(c) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date of this Registration Statement and before
the termination of the offering of the securities offered hereby shall be
deemed incorporated by reference in this Registration Statement and a part
hereof from the date of filing those documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Officers and Directors.
-----------------------------------------
Section 53-11-4.1 of the New Mexico Business Corporation Act (the
"NMBCA") empowers a corporation to indemnify any officer or director
against judgments, penalties, fines, settlements, and reasonable expenses
he actually incurred in connection with any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, if the person acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests
of the corporation and, for a criminal proceeding, had no reasonable cause
to believe his conduct was unlawful. This section empowers a corporation to
maintain insurance or furnish similar protection, including, but not
limited to, a trust fund, a letter of credit, or self-insurance, on behalf
of any officer or director against any liability asserted against him in
such capacity whether or not the corporation would have the power to
indemnify him against that liability under this section.
1
<PAGE>
The indemnification authorized by Section 53-11-4.1 is not exclusive
of any other rights to which an officer or director may be entitled under
the articles of incorporation, the bylaws, an agreement, a resolution of
shareholders or directors, or otherwise.
The Company's Bylaws provide that the Company shall, to the full
extent permitted by the NMBCA, indemnify all directors and officers of the
Company. In addition, the Company's Articles of Incorporation contain a
provision eliminating the personal liability of directors to the Company or
its shareholders for monetary damages from a breach of fiduciary duty in
certain circumstances. Under the NMBCA, this provision eliminates the
liability of a director for breach of fiduciary duty but does not eliminate
the personal liability of any director based upon breach of the duty of
loyalty or duty of care to the Company or its shareholders, or for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or any violation of Section 53-11-46 of the NMBCA
(relating to the declaration of dividends and the purchase or redemption of
shares in violation of the NMBCA), or any transaction from which the
director derived an improver personal benefit.
In addition, the Company's Articles of Incorporation provide that to
the fullest extent now or hereafter permitted by the NMBCA, the Company's
directors will not be liable to the Company or its shareholders for
monetary damages for breach of their fiduciary duties as directors unless
the director has breached or failed to perform his duties in compliance
with Subsection 53-11-35(B) of the NMBCA (duty of care) and the breach or
failure to perform constitutes negligence, willful misconduct, or
recklessness in the case of a director who either has an ownership interest
in the Company or receives compensation of more than $2,000 from the
Company in any calendar year, or willful misconduct or recklessness in the
case of a director who does not have an ownership interest in the Company
and does not receive compensation of more than $2,000 in any calendar year.
The Company's Bylaws provide that the Company will indemnify all
directors, officers, and employees of the Company to the fullest extent now
permitted by the NMBCA. Under these provisions, any director, officer, or
employee who is made a party to any suit or proceeding will be indemnified
if (i) he acted in good faith and in a manner he reasonably believed to be
in the best interests of the Company; (ii) with respect to any criminal
proceeding, he had no reasonable cause to believe his conduct was unlawful;
and (iii) in all other cases, that his conduct was at least not opposed to
the best interests of the Company. The NMBCA further provides that such
indemnification is not exclusive of any other rights to which these persons
may be entitled under the Articles of Incorporation, the Bylaws, an
agreement, a resolution of shareholders or directors, or otherwise that are
not inconsistent with the NMBCA. Pursuant to the Bylaws and the NMBCA, the
Company cannot indemnify a director in connection with a proceeding by or
in the right of the Company in which the director was adjudged liable to
the Company, or in connection with any other proceeding charging improper
personal benefit to the director, whether or not involving action in his
official capacity, in which he is adjudged liable on the basis of
improperly receiving personal benefit.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
2
<PAGE>
Item 8. Exhibits.
--------
Number Description of Exhibits
4.1 Restated Articles of Incorporation of First State
Bancorporation. (1)
4.2 Articles of Amendment to the Restated Articles of
Incorporation of First State Bancorporation. (3)
4.3 Bylaws of First State Bancorporation. (3)
4.4 Shareholder Protection Rights Agreement dated October 25,
1996. (2)
4.5 1993 Stock Option Plan of the Company, as amended. (4)
5.0 Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.,
relating to the legality of the Common Stock. (4)
23.1 Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
(Included in Exhibit 5)
23.2 Consent of KPMG LLP. (4)
--------------------------------------
(1) Incorporated by reference from the Company's Registration Statement on
Form S-2, Commission File No. 333-24417, declared effective April 25,
1997.
(2) Incorporated by reference from the Company's Form 10-QSB for the
quarter ended September 30, 1996.
(3) Incorporated by reference from the Company's 10-KSB for the year ended
December 31, 1997.
(4) Filed Herewith.
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) ((S) 230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(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.
3
<PAGE>
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3
((S) 239.33 of this chapter), and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission 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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by (S) 210.3-19 of this chapter at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 ((S) 239.33 of this chapter), a post-
effective amendment need not be filed to include financial statements and
information required by Section 10(a)(3) of the Act or (S) 210.3-19 of this
chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission 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 Form F-3.
(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 and 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 of 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.
4
<PAGE>
SIGNATURES
The Registrant
Pursuant to the Securities Act, the Registrant certifies that it has
reasonable grounds to believe that it meets all 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 Albuquerque,
New Mexico, on December 8, 1999.
FIRST STATE BANCORPORATION
By: /S/ Michael R. Stanford
-------------------------
Michael R. Stanford,
President
POWER OF ATTORNEY
Each person whose signature appears below does hereby make, constitute, and
appoint H. Patrick Dee and Michael R. Stanford, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution to execute, deliver, and file with the Securities and Exchange
Commission, for and on his behalf, and in any and all capacities, any and all
amendments (including post-effective amendments) to this Registration Statement
with all exhibits thereto and other documents in connection therewith, granting
unto his attorney-in-fact and agent full power and authority to do and perform
every act and thing necessary to be done as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that his
attorney-in-fact and agent or his substitute may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signatures Title Date
---------- ----- --------
/s/ Michael R. Stanford President, Chief Executive December 8, 1999
- ------------------------ Officer, and a Director
Michael R. Stanford (Principal Executive Officer)
/s/ H. Patrick Dee Executive Vice President, December 8, 1999
- ------------------------ Secretary, Treasurer, and
H. Patrick Dee Chief Operation Officer and
Director
/s/ Brian C. Reinhardt Executive Vice President and December 8, 1999
- ------------------------ Chief Financial Officer
Brian C. Reinhardt
/s/ Eloy A. Jeantete Chairman of the Board and a December 8, 1999
- ------------------------ Director
Eloy A. Jeantete
5
<PAGE>
/s/ Leonard J. DeLayo, Jr.
- --------------------------
Leonard J. DeLayo, Jr. Director December 8, 1999
/s/ Bradford M. Johnson
- --------------------------
Bradford M. Johnson Director December 8, 1999
/s/ Marshall G. Martin
- --------------------------
Marshall G. Martin Director December 8, 1999
/s/ Kevin L. Reid
- --------------------------
Kevin L. Reid Director December 8, 1999
/s/ Douglas M. Smith
- --------------------------
Douglas M. Smith, M.D. Director December 8, 1999
/s/ Herman N. Wisenteiner
- --------------------------
Herman N. Wisenteiner Director December 8, 1999
6
<PAGE>
INDEX TO EXHIBITS
Number Description of Exhibits
4.1 Restated Articles of Incorporation of First State Bancorporation.
(1)
4.2 Articles of Amendment to the Restated Articles of Incorporation
of First State Bancorporation. (3)
4.3 Bylaws of First State Bancorporation. (3)
4.4 Shareholder Protection Rights Agreement dated October 25, 1996.
(2)
4.5 1993 Stock Option Plan of the Company, as amended. (4)
5.0 Opinion of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.,
relating to the legality of the Common Stock. (4)
23.1 Consent of Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
(Included in Exhibit 5)
23.2 Consent of KPMG LLP. (4)
_____________________
(1) Incorporated by reference from the Company's Registration Statement on
Form S-2, Commission File No. 333-24417, declared effective April 25,
1997.
(2) Incorporated by reference from the Company's Form 10-QSB for the
quarter ended September 30, 1996.
(3) Incorporated by reference from the Company's 10-KSB for the year ended
December 31, 1997.
(4) Filed Herewith.
7
<PAGE>
EXHIBIT 4.5
FIRST STATE BANCORPORATION
1993 STOCK OPTION PLAN
Effective June 5, 1998
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I INTRODUCTION........................................................... 1
1.1 Establishment.......................................................... 1
1.2 Purposes............................................................... 1
1.3 Effective Date......................................................... 1
ARTICLE II DEFINITIONS............................................................ 1
ARTICLE III PLAN ADMINISTRATION.................................................... 3
ARTICLE IV STOCK SUBJECT TO THE PLAN.............................................. 4
4.1 Number of Shares....................................................... 4
4.2 Retention of Rights.................................................... 4
4.3 Adjustments for Stock Split, Stock Dividend, Etc....................... 4
4.4 Other Changes in Stock................................................. 4
4.5 Apportionment of Price................................................. 4
4.6 Adjustments for Certain Distributions of Property...................... 5
4.7 Rights to Subscribe.................................................... 5
4.8 No Adjustment.......................................................... 5
4.9 No Rights as Stockholder............................................... 5
4.10 Fractional Shares...................................................... 5
4.11 Determination by the Committee, Etc.................................... 5
ARTICLE V PARTICIPATION.......................................................... 6
ARTICLE VI STOCK OPTIONS.......................................................... 6
6.1 Grant of Options to Eligible Employees and Eligible Consultants........ 6
6.2 Option Agreements...................................................... 6
6.3 Certain Option Terms................................................... 7
6.4 Restrictions on Incentive Stock Options................................ 9
ARTICLE VII CORPORATE REORGANIZATION; CHANGE OF CONTROL............................ 10
7.1 Reorganization......................................................... 10
7.2 Required Notice........................................................ 10
7.3 Acceleration of Exercisability......................................... 10
7.4 Change of Control...................................................... 10
ARTICLE VIII EMPLOYMENT; TRANSFERABILITY............................................ 11
8.1 Employment............................................................. 11
8.2 Other Employee Benefits................................................ 11
8.3 Transferability........................................................ 11
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
ARTICLE IX SECURITIES LAW RESTRICTIONS............................................ 11
ARTICLE X WITHHOLDING............................................................ 12
10.1 Withholding Requirement................................................ 12
10.2 Withholding With Stock................................................. 12
ARTICLE XI MISCELLANEOUS.......................................................... 12
11.1 Expiration............................................................. 12
11.2 Amendments, Etc........................................................ 12
11.3 Treatment of Proceeds.................................................. 12
11.4 Governing Law.......................................................... 12
11.5 Section Headings....................................................... 13
11.6 Severability........................................................... 13
11.7 Gender and Number...................................................... 13
</TABLE>
ii
<PAGE>
FIRST STATE BANCORPORATION
1993 STOCK OPTION PLAN
ARTICLE I
INTRODUCTION
1.1 Establishment. First State Bancorporation, a New Mexico corporation
-------------
[hereinafter referred to, together with its Affiliated Corporations (as defined
in Article II), as the "Company," except where the context otherwise requires],
hereby establishes the First State Bancorporation 1993 Stock Option Plan (the
"Plan") for certain employees of the Company and certain consultants to the
Company.
1.2 Purposes. The purposes of the Plan are to give those who are selected
--------
for participation in the Plan added incentives to continue in the long-term
service of the Company and to create in them a more direct interest in the
future success of the operations of the Company by relating incentive
compensation to increases in stockholder value, so that the income of those
participating in the Plan is more closely aligned with the income of the
Company's shareholders. The Plan is also designed to provide a financial
incentive that will help the Company attract, retain, and motivate the most
qualified employees and consultants.
1.3 Effective Date. The effective date of the Plan shall be October 5,
--------------
1993 (the "Effective Date"), subject to approval by the affirmative votes of the
holders of a majority of the shares of the Company present or represented and
entitled to vote at a meeting duly held in accordance with the law within one
year following the Effective Date. If the shareholders of the Company do not
approve the Plan as specified above, Options as defined in Article II granted
under the Plan shall be deemed to be rescinded without any further action by the
Board or the Company, and the Plan shall automatically terminate.
ARTICLE II
DEFINITIONS
The following terms shall have the meanings stated below:
(a) "Affiliated Corporation" means any corporation or other entity
(including but not limited to a partnership) that is affiliated with First State
Bancorporation through stock ownership or otherwise and is treated as a common
employer under Sections 414(b) and (c) of the Code, and, for purposes of
Incentive Stock Options granted pursuant to the Plan, means any parent or
subsidiary of the Company as defined in Section 424 of the Code.
(b) "Average Fair Market Value" of a share of Stock or other security
shall be the Fair Market Value of the Stock or security for the prior five
business days during which the Stock or security was traded, with those daily
prices then being aggregated and divided by five, or if the
<PAGE>
Stock or security is not so traded, as determined by the Committee based on
reasonable valuation methods employed for the valuation of private companies.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
(e) "Committee" means the committee appointed pursuant to Article III.
(f) "Disabled" and "Disability" shall have the meanings given to them
in Section 22(e)(3) of the Code.
(g) "Eligible Consultants" means consultants and other persons who
provide services to the Company and whose judgment, initiative, and effort are
important to the Company for the management and growth of its business. For
purposes of the Plan, Eligible Consultants include only those who do not receive
wages subject to the withholding of federal income tax under Section 3401 of the
Code.
(h) "Eligible Employees" means employees (including, without
limitation, officers and directors who are also employees) of the Company whose
judgment, initiative, and efforts are important to the Company for the
management and growth of its business. For purposes of the Plan, an employee is
a person whose wages are subject to the withholding of federal income tax under
Section 3401 of the Code.
(i) "Fair Market Value" of a share of Stock or other security for any
given day shall be the average (mean) of the "high" and "low" sales prices for
the Stock or security in the over-the-counter market for the preceding five days
as reported by the National Association of Securities Dealers Automated
Quotations System or, if the prices are not reported thereby, the average of the
closing bid and asked prices for the preceding five days, reported by the
National Quotations Bureau or, if the Stock or security is not so traded, as
determined by the Committee based on reasonable valuation methods employed for
the valuation of private companies.
(j) "Holder" means any Option Holder or Transferee Option Holder.
(k) "Incentive Stock Option" means any Option designated as such and
granted in accordance with Section 422 of the Code.
(l) "Non-Qualified Option" means any Option other than an Incentive
Stock Option.
(m) "Option" means a right granted under the Plan to purchase Stock at
a stated price for a specified period of time.
2
<PAGE>
(n) "Option Agreement" shall have the meaning given to it in Section
6.2.
(o) "Option Holder" means an Eligible Employee or Eligible Consultant
designated by the Committee from time to time during the term of the Plan to
receive one or more Options under the Plan.
(p) "Option Price" means the price at which shares of Stock subject to
an Option may be purchased, determined in accordance with subsection 6.3(b).
(q) "Share" means a share of Stock.
(r) "Stock" means the common stock, no par value, of the Company.
(s) "Transferee Option Holder" means a person to whom an Option Holder
or a Transferee Option Holder has assigned or transferred his right or interest
in an Option granted pursuant to the Plan during the Option Period.
ARTICLE III
PLAN ADMINISTRATION
The Committee shall be responsible for administration of the Plan. The
Committee shall consist of members of the Board who are empowered hereunder to
take actions in administration of the Plan. Members of the Committee shall be
appointed from time to time by the Board, shall serve at the pleasure of the
Board, and may resign at any time upon written notice to the Board. The
Committee shall be so constituted that it satisfies the requirement of
"disinterested administration" of Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities and Exchange Act of 1934, as the rule
may be amended from time to time, and each successor applicable rule thereunder.
The Committee shall determine the form or forms of the Option Agreements and
other agreements with Option Holders which shall evidence the particular
provisions, terms, conditions, rights, and duties of the Company and the Option
Holders with respect to Options granted pursuant to the Plan, which provisions
need not be identical except as provided herein. The Committee may from time to
time adopt rules and regulations to carry out the purposes of the Plan as it
deems proper and in the best interests of the Company. The Committee may
correct any defect, supply any omission, or reconcile any inconsistency in the
Plan or in any agreement entered into hereunder in the manner and to the extent
it deems expedient, and it shall be the sole and final judge of such expediency.
No member of the Committee shall be liable for any action or determination made
in good faith. The determinations, interpretations, and other actions of the
Committee pursuant to the Plan shall be binding and conclusive for all purposes
and on all persons.
3
<PAGE>
ARTICLE IV
STOCK SUBJECT TO THE PLAN
4.1 Number of Shares. The total number of Shares as to which Options may
----------------
be granted pursuant to the Plan shall be 600,000 in the aggregate. This number
shall be adjusted in accordance with Sections 4.3 and 4.4. Shares issued upon
the exercise of Options shall be applied to reduce the maximum number of Shares
remaining available for use under the Plan. Shares underlying expired or
terminated and unexercised Options shall be available for the grant of Options
under the Plan. The Company shall at all times during the term of the Plan and
while any Options are outstanding retain as authorized and unissued Stock, or as
treasury Stock, at least the number of Shares from time to time required under
the Plan, or otherwise assure itself of its ability to perform its obligations
hereunder.
4.2 Retention of Rights. The existence of this Plan and any Option
--------------------
granted hereunder shall not affect the right or power of the Company or its
shareholders to make or authorize any or all adjustments, recapitalizations,
reorganizations, or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, or preferred or preference stock ranking before or affecting the
Stock, or the dissolution of the Company, or any sale or transfer of all or any
part of the Company's assets or business, or any other corporate act or
proceeding, whether similar or not.
4.3 Adjustments for Stock Split, Stock Dividend, Etc. If the Company at
-------------------------------------------------
any time increases or decreases the number of its outstanding Shares by paying a
stock dividend or any other distribution upon such Shares payable in Stock, or
through a stock split, subdivision, consolidation, combination,
reclassification, or recapitalization involving the Stock, or changes the rights
and privileges of such Shares, then the numbers, rights, and privileges of the
following shall be increased, decreased, or changed in like manner as if the
corresponding Shares had been issued and outstanding, fully paid, and
nonassessable at the occurrence: (a) the Shares as to which Options may be
granted under the Plan; and (b) the Shares then subject to each outstanding
Option.
4.4 Other Changes in Stock. If there is any change, other than as
----------------------
specified in Section 4.3, in the number or kind of outstanding Shares of Stock
or of any stock or other securities into which the Stock is changed or for which
it has been exchanged, then and if the Committee in its discretion determines
that the change equitably requires an adjustment in the number or kind of Shares
subject to the Option, the adjustments shall be made by the Committee and shall
be effective for all purposes of the Plan.
4.5 Apportionment of Price. Upon any occurrence described in Section 4.3,
----------------------
4.4, and 4.6, the total Option Price shall remain unchanged and shall be
apportioned ratably over the increased or decreased number or changed kinds of
securities or other properties subject to the Option.
4
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4.6 Adjustments for Certain Distributions of Property. If the Company at
-------------------------------------------------
any time distributes with respect to its Stock securities or other property
(except money or Stock), a proportionate part of those securities or other
property shall be set aside and delivered to the Holder when he exercises the
Option. The securities and other property delivered to the Holder upon exercise
of the Option shall be in the same ratio to the total securities and property
set aside for the Holder as the number of Shares with respect to which the
Option is then exercised is to the total Shares subject to the Option.
4.7 Rights to Subscribe. If any time the Company grants, to the holders
-------------------
of its Stock, rights to subscribe pro rata for additional Shares thereof or for
--------
any other securities of the Company or of any other corporation, in each case at
a price below the then Fair Market Value of the Stock or other securities, there
shall then be added to the number of Shares subject to the Option, the Stock, or
other securities that the Holder would have been entitled to subscribe for if,
immediately before the grant, the Holder had exercised his entire Option, and
the Option Price shall be increased by the amount of the price that would have
been payable by the Holder for the Stock or other securities.
4.8 No Adjustment. Except as expressly provided herein, the issue by the
-------------
Company of shares of stock of any class, or securities convertible into or
exchangeable for shares of stock of any class, for cash or property, or for
labor or services, either upon sale or upon exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into or exchangeable for shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number of Shares of Stock subject to any Options granted hereunder.
4.9 No Rights as Stockholder. A Holder shall have none of the rights of a
------------------------
stockholder for the Shares subject to an Option until the Shares are transferred
to the Holder upon the exercise of the Option. Except as provided in this
Article IV, no adjustment shall be made for dividends, rights, or other property
distributed to shareholders (whether ordinary or extraordinary) for which the
record date is before the date the Shares are so transferred.
4.10 Fractional Shares. No adjustment or substitution provided for in this
-----------------
Article IV shall require the Company to issue a fractional share. The total
substitution or adjustment for each Option shall be limited by deleting any
fractional share.
4.11 Determination by the Committee, Etc. Adjustments under this Article
------------------------------------
IV shall be made by the Committee, whose determinations shall be final and
binding.
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ARTICLE V
PARTICIPATION
In accordance with the provisions of the Plan, the Committee shall, in its
sole discretion, select Option Holders from among Eligible Employees and
Eligible Consultants to whom Options will be granted and shall specify the
number of Shares subject to each Option and any other terms and conditions of
each Option as it deems necessary or desirable and consistent with the Plan.
Eligible Employees shall be selected from the employees of the Company who are
performing services in the management, operation, and growth of the Company, and
contribute, or are expected to contribute, to the achievement of long-term
corporate objectives. Eligible Consultants shall be selected from the
consultants and other individuals who provide services to the Company with
respect to the operation and growth of the Company and who contribute, or are
expected to contribute, to the achievement of long-term corporate objectives.
Eligible Employees and Eligible Consultants may be granted from time to time one
or more Options. The grant of each Option shall be separately approved by the
Committee, and receipt of one Option shall not result in automatic receipt of
any other Option. Upon determination by the Committee that an Option is to be
granted to an Eligible Employee or Eligible Consultant, written notice shall be
given to the person, specifying the terms, conditions, rights, and duties
related thereto.
ARTICLE VI
STOCK OPTIONS
6.1 Grant of Options to Eligible Employees and Eligible Consultants.
---------------------------------------------------------------
Coincident with or following designation for participation in the Plan, Eligible
Employees and Eligible Consultants may be granted one or more Options. The
Committee in its sole discretion shall designate whether an Option is to be
considered an Incentive Stock Option or a Non-Qualified Option. Incentive Stock
Options may be granted only to Eligible Employees. The Commission may grant
both an Incentive Stock Option and a Non-Qualified Option to an Eligible
Employee at the same time or at different times. Incentive Stock Options and
Non-Qualified Options, whether granted at the same or different times, shall be
deemed to have been awarded in separate grants and shall be clearly identified,
and the exercise of one Option shall not affect the right to exercise any other
Option or affect the number of Shares for which any other Option may be
exercised. An Option shall be considered as having been granted on the date
specified in the grant resolution of the Committee.
6.2 Option Agreements. Each Option granted under the Plan shall be
-----------------
evidenced by a written Stock Option Agreement (an "Option Agreement") issued in
the name of the Option Holder and in the form approved by the Committee. The
Option Agreement shall be delivered to the Option Holder when the Committee
determines. The Option Agreement shall incorporate and conform to the terms and
conditions stated herein, as well as any other terms and conditions, not
inconsistent herewith, the Committee considers appropriate in each case.
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6.3 Certain Option Terms. Options granted pursuant to the Plan shall have
--------------------
terms and conditions consistent with the following in addition to the terms and
conditions stated elsewhere herein:
(a) Number of Shares. Each Option shall relate to a specified number
of Shares determined by the Committee.
(b) Price. Each Option shall have an Option Price determined by the
Committee. Incentive Stock Options shall have an Option Price that is equal to
or greater than the Fair Market Value of the Stock on the date the Option is
granted.
(c) Duration and Exercise of Options. Each Option shall relate to a
specified period of time, as determined by the Committee, within which the
Option may be exercised by the Holder (the "Option Period"). The Option Period
must end, in all cases, not more than ten years after the Option is granted.
Each Option shall become exercisable (vest) over that period of time, if any,
and subject to any conditions determined by the Committee.
(d) Termination of Employment or Service, Death, Disability, Etc. The
Committee may specify the period after which an Option may be exercised
following termination of the employment of an Eligible Employee or termination
of relationship with an Eligible Consultant. The effect of this subsection
6.3(d) shall be limited to determining the consequences of a termination, and
nothing in this subsection 6.3(d) shall restrict or otherwise interfere with the
Company's discretion to terminate any person's employment or other relationship.
If the Committee does not so specify, the following shall apply:
(i) If the employment or consulting relationship of an Option
Holder by or with the Company is terminated by the Option Holder or the Company
within 12 months after the Option is granted, the Option shall thereafter be
void for all purposes.
(ii) If the employment or consulting relationship of the Option
Holder terminates because the Option Holder becomes Disabled within the Option
Period, the Option may be exercised by the Option Holder (or, in the case of his
death after becoming disabled, by those entitled to do so under his will or by
the laws of descent and distribution) within one year following termination (if
otherwise within the Option Period), but not thereafter. In that case, the
Option may be exercised only for the Shares as to which the Option had become
exercisable on or before the termination because of Disability.
(iii) If the Option Holder dies within the Option Period, while
employed by the Company, while a consultant to the Company, or within the three-
month period referred to in (iv) below, the Option may be exercised by those
entitled to do so under his will or by the laws of descent and distribution
within one year following his death (if otherwise within the Option Period), but
not thereafter. In that case, the Option may be exercised only for the Shares
as to which the Option had become exercisable on or before the Option Holder's
death.
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<PAGE>
(iv) If the Company or the Option Holder terminates the
employment or consulting relationship of the Option Holder by or with the
Company within the Option Period for any reason, the Option may be exercised by
the Option Holder within three months following the termination (if otherwise
within the Option Period), but not thereafter. In that case, the Option may be
exercised only for the Shares as to which the Option had become exercisable on
or before the termination.
(e) Consideration for Grant of Option. The Committee may require each
Eligible Employee who is granted an Option to agree to remain in the employment
of the Company, at its pleasure, continuously for at least 12 months after an
Option is granted, at the salary rate or other compensation in effect on the
date of the agreement or at the changed rate fixed, from time to time, by the
Company. Nothing in this paragraph shall affect or impair the Company's right to
terminate the employment of any Eligible Employee. Unless otherwise agreed in
writing by the Company and the Eligible Employee, the Company may terminate any
Eligible Employee for cause or without cause, employment by the Company being
"at will." The Committee may require each Eligible Consultant who is granted an
Option to agree to comply with all terms and conditions or specified terms and
conditions of the agreement between the Eligible Consultant and the Company. If
an Option Holder violates any such agreement, the Company may, in its sole
discretion, rescind the transfer of any Shares to the Option Holder pursuant to
the exercise of any portion of the Option. Upon notice of rescission, the Option
Holder will deliver promptly to the Company certificates representing the
Shares, duly endorsed for transfer to the Company.
(f) Exercise, Payments, Etc.
(i) Manner of Exercise. The method of exercising each Option
granted hereunder shall be by delivery to the Company of written notice
specifying the number of Shares for which the Option is exercised. The purchase
of the Shares shall take place at the principal offices of the Company within 30
days following delivery of the notice, and the Option Price of the Shares shall
be paid in full by any of the methods below or a combination thereof. Except as
stated in the next sentence, the exercise shall be effective when the Option
Price for the number of Shares for which the Option is exercised is paid to the
Company in full. If the Option Price is paid by a broker's loan transaction
described in clause (C) of Section 6.3(f)(ii), in whole or in part, the closing
of the purchase of the Stock under the Option shall take place (and the Option
shall be treated as exercised) on the date on which, and only if, the sale of
Stock upon which the broker's loan was based has been closed and settled, unless
the Holder makes an irrevocable written election, when exercising the Option, to
have the exercise treated as fully effective for all purposes upon receipt of
the Option Price by the Company regardless of whether the sale of the Stock by
the broker is closed and settled. A properly executed certificate or
certificates representing the Shares shall be delivered to or at the direction
of the Holder upon payment therefor.
(ii) Manner of Payment. The Option Price shall be paid by any of
the following methods or any combination of the following methods at the option
of the Holder, or by
8
<PAGE>
any other method approved by the Committee upon the request of the Holder: (A)
cash; (B) certified, cashier's, or other check acceptable to the Company,
payable to the order of the Company; (C) subject to the approval of the
Committee, delivery to the Company of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds required to
pay the Option Price; (D) subject to the approval of the Committee, execution of
a promissory note, the terms of which shall be determined by the Committee, and,
in the case of an Incentive Stock Option, the terms shall be determined when the
Option is granted; (E) delivery to the Company of certificates representing the
number of Shares then owned by the Holder, the Average Fair Market Value of
which (determined when the notice of exercise is delivered to the Company)
equals the Option Price of the Stock to be purchased pursuant to the Option,
properly endorsed for transfer to the Company. No Option may be exercised by
delivery to the Company of certificates representing Stock that has been held by
the Holder for less than six months or another period specified by the
Committee.
(g) Withholding.
(i) Non-Qualified Options. Upon exercise of an Option, the
Option Holder shall make appropriate arrangements with the Company to provide
for the amount of additional withholding required by Sections 3102 and 3402 of
the Code and applicable state income tax laws, including payment of those taxes
through delivery of shares of Stock or by withholding Stock to be issued under
the Option, as provided in Section 10.
(ii) Incentive Options. If a Holder makes a disposition (as
defined in Section 424(c) of the Code) of any Stock acquired pursuant to the
exercise of an Incentive Stock Option before the end of two years after the
Incentive Stock Option was granted or before the end of one year after the
Option was exercised, the Holder shall send written notice to the Company of the
date of disposition, the number of shares disposed of, the amount of proceeds
received from the disposition, and any other information relating to the
disposition the Company reasonably requests. The Holder shall, in the event of
such a disposition, make appropriate arrangements with the Company to provide
for the amount of additional withholding, if any, required by Sections 3102 and
3402 of the Code and applicable state income tax laws.
6.4 Restrictions on Incentive Stock Options.
---------------------------------------
(a) Initial Exercise. The aggregate Fair Market Value of the Shares
for which Incentive Stock Options are exercisable for the first time by a Holder
in any calendar year, under the Plan or otherwise, shall not exceed $100,000.
For this purpose, the Fair Market Value of the Shares will be determined as of
the date of grant of the Option.
(b) Ten Percent Shareholders. Incentive Stock Options granted to a
Holder who is the holder of record of 10 percent or more of the outstanding
Stock of the Company shall have an Option Price at least equal to 110 percent of
the Fair Market Value of the Shares on the date of grant of the Option, and the
Option Period for any Option shall not exceed five years.
9
<PAGE>
ARTICLE VII
CORPORATE REORGANIZATION; CHANGE OF CONTROL
7.1 Reorganization. Upon the occurrence of any of the following events,
--------------
if the notice required by Section 7.2 has been given, any Options granted under
the Plan shall automatically terminate: (a) the merger or consolidation of the
Company (but only if the Company is not the surviving corporation or if the
Company becomes a subsidiary of another corporation) or the acquisition of its
assets or stock pursuant to a non-taxable reorganization, unless the surviving
or acquiring corporation assumes the outstanding Options or substitutes new
Options for them in a manner consistent with the regulations promulgated under
Section 424 of the Code as if the Options were incentive stock options; (b) the
dissolution or liquidation of the Company; (c) the appointment of a receiver for
all, or substantially all, of the Company's assets or business; (d) the
appointment of a trustee for the Company after a petition has been filed for the
Company's reorganization under applicable statutes; or (e) the sale, lease, or
exchange of all, or substantially all, of the Company's assets and business.
7.2 Required Notice. At least 30 days' prior written notice of any event
---------------
described in Section 7.1 shall be given by the Company to each Holder, except
the transactions described in clauses (c) or (d), as to which no notice shall be
required. The notice shall be deemed given when delivered personally to a
Holder or when mailed to a Holder by registered or certified mail, postage
prepaid, at the Holder's address last known to the Company.
7.3 Acceleration of Exercisability. Holders notified in accordance with
------------------------------
Section 7.2 may exercise their Options at any time before the event requiring
the giving of notice (but subject to its occurrence), regardless of whether all
conditions of exercise relating to length of service have been satisified.
7.4 Change of Control. If a Change in Control (as defined below) occurs,
-----------------
all Options shall become exercisable in full, regardless of whether all
conditions of exercise relating to length of service have been satisifed. A
"Change in Control" is deemed to have occurred if (a) a person (as that term is
used in Section 13(d) of the Exchange Act) becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) of shares of the Company having 25
percent or more of the total number of votes that may be cast for the election
of directors of the Company without the prior approval of at least two-thirds of
the members of the Board unaffiliated with that person; or (b) persons who
constitute the directors of the Company at the beginning of a 24-month period
cease to constitute at least two-thirds of all directors at any time during the
period, unless the election of any new or replacement directors was approved by
a vote of at least a majority of the members of the Board in office immediately
before the period and of the new and replacement directors so approved; (c) the
adoption of any plan or proposal to liquidate or dissolve the Company; or (d)
any merger or consolidation of the Company unless thereafter (i) directors of
the Company immediately prior thereto continue to constitute at least two-thirds
of the directors of the surviving entity or transferee,
10
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or (ii) the Company's securities continue to represent or are converted into
securities that represent more than 80 percent of the combined voting power of
the surviving entity or transferee. Notwithstanding anything to the contrary in
this Section 7.4, no Option will become exercisable because of a Change in
Control if the Holder of that Option or any group of which that Holder is a
member is the person whose acquisition constituted the Change in Control.
ARTICLE VII
EMPLOYMENT; TRANSFERABILITY
8.1 Employment. Nothing in the Plan or in any Option granted under the
----------
Plan shall confer upon any Option Holder any right with respect to the
continuation of his or her employment by or service with the Company, or
interfere in any way with the right of the Company, subject to any separate
employment agreement or other contract to the contrary, at any time to terminate
the employment or service of the Option Holder or to increase or decrease the
compensation of the Option Holder from the rate at the time of the grant of an
Option. The Committee shall determine whether an authorized leave of absence, or
absence in military or government service, shall constitute a termination of
employment.
8.2 Other Employee Benefits. The amount of any compensation deemed to be
-----------------------
received by an Option Holder as a result of the exercise of an Option shall not
constitute "earnings" with respect to which any other employee benefits of the
person are determined, including without limitation benefits under any pension,
profit sharing, life insurance, or salary continuation plan.
8.3 Transferability. The Option Agreement may provide that the right or
---------------
interest of any Holder in an Option granted pursuant to the Plan may be assigned
or transferred during the Option Period. The Committee may include in the
Option Agreement any restrictions on assignments and transfers or subsequent
assignments and transfers as the Committee deems necessary and appropriate. Any
Transferee Option Holder of a right or interest in an Option must agree in
writing to the terms and conditions of the underlying Option Agreement, or the
transfer is null and void. In the event of a Holder's death, a Holder's rights
and interests in Options shall be transferable by will or pursuant to the laws
of descent and distribution. Each Option granted under the Plan shall be
exercisable only by the Holder or, in the event of Disability or incapacity, by
the Holder's guardian or legal representative.
ARTICLE IX
SECURITIES LAW RESTRICTIONS
Each Option shall be subject to the requirement that if at any time counsel
to the Company determines that the listing, registration, or qualification of
the Shares subject to the Option upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental or regulatory
body, is necessary as a condition of, or in connection with, the issuance or
purchase of
11
<PAGE>
Shares thereunder, the Option may not be exercised in whole or in part unless
the listing, registration, qualification, consent, or approval has been effected
or obtained on conditions acceptable to the Committee. Nothing herein shall be
deemed to require the Company to apply for or obtain such listing, registration,
or qualification.
ARTICLE X
WITHHOLDING
10.1 Withholding Requirement. The Company's obligations to deliver Shares
-----------------------
upon the exercise of an Option shall be subject to the Holder's satisfaction of
all applicable federal, state, and local income and other tax withholding
requirements.
10.2 Withholding With Stock. The Committee may from time to time, in its
----------------------
sole discretion, grant Holders the right to pay all amounts of tax withholdings,
or any part thereof, by electing to transfer to the Company, or to have the
Company withhold from Shares otherwise issuable to the Holder, Shares having a
value equal to the amount required to be withheld or any lesser amount specified
by the Holder. The value of Shares to be withheld shall be based on the Fair
Market Value of the Stock on the date that the amount of tax to be withheld is
to be determined (the "Tax Date"). Any election by Holders to have Shares
withheld for this purpose will be subject to the following restrictions and any
additional restrictions imposed by the Committee: (a) all elections must be
made before the Tax Date; and (b) all elections shall be irrevocable.
ARTICLE XI
MISCELLANEOUS
11.1 Expiration. The Plan shall terminate whenever the Board adopts a
----------
resolution to that effect. If not sooner terminated by the Board, the Plan shall
terminate on October 5, 2003. After termination, no additional Options shall be
granted under the Plan, but the Company shall continue to recognize Options
previously granted.
11.2 Amendments, Etc. The Board may from time to time amend, modify,
----------------
suspend, or terminate the Plan. Nevertheless, no amendment, modification,
suspension, or termination shall, without the consent of the Holder, impair any
Option previously granted under the Plan or deprive any Holder of any Shares
that he acquired through or as a result of the Plan.
11.3 Treatment of Proceeds. Proceeds from the sale of Stock pursuant to
---------------------
Options granted under the Plan shall constitute general funds of the Company.
11.4 Governing Law. The Plan and all Options granted hereunder shall be
-------------
governed by and construed in accordance with the laws of New Mexico.
12
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11.5 Section Headings. The section headings are included herein only for
----------------
convenience, and they shall have no effect on the interpretation of the Plan.
11.6 Severability. If any article, section, subsection, or specific
------------
provision is found to be illegal or invalid for any reason, its illegality or
invalidity shall not affect the remaining provisions of the Plan, and the Plan
shall be construed and enforced as if the illegal and invalid provision had
never been in the Plan.
11.7 Gender and Number. Except when otherwise indicated by the context,
-----------------
the masculine gender shall include the feminine gender, and the definition of
any term herein in the singular shall also include the plural.
Adopted as of June 5, 1998.
FIRST STATE BANCORPORATION,
a New Mexico corporation
DATED: June 5, 1998 By: /s/ Brian C. Reinhardt
---------------------- -------------------------------
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Exhibit 5.0
December 7, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We refer to the proposed issuance and sale of shares of Common Stock, no
par value (the "Shares"), of First State Bancorporation (the "Company") for
which the Company is filing a registration statement on Form S-8 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, in connection with the Company's 1993 Stock
Option Plan, as amended (the "Plan").
We have examined and are familiar with originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records,
and other instruments as we have deemed necessary or advisable to render this
opinion.
On the basis of the foregoing, we advise you that, in our opinion the
Shares have been duly authorized, and when certificates therefor have been duly
executed and delivered pursuant to the Plan, the shares will be legally issued,
fully paid, and nonassessable by the Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
<PAGE>
EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
First State Bancorporation:
We consent to the use of our reports incorporated herein by reference in the
prospectus.
/s/ KPMG LLP
KPMG LLP
Albuquerque, New Mexico
December 8, 1999
