<PAGE>
As filed with the Securities and Exchange Commission on March 24, 1997.
Registration No.____________
- --------------------------------------------------------------------------------
United States
Securities and Exchange Commission
Washington, D.C. 20005
FORM S-8
Registration Statement Under The Securities Act of 1933
PACIFIC CREST CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4437818
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
30343 Canwood Street, Agoura Hills, CA 91301
(Address of principal executive offices) (Zip Code)
PACIFIC CREST CAPITAL, INC. 1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
(Full title of plan)
Gary Wehrle
Chairman of the Board
Pacific Crest Capital, Inc.
30343 Canwood Street
Agoura Hills, California 91301
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (818) 865-3300
WITH A COPY TO:
Eileen Lyon
Manatt, Phelps & Phillips
11355 West Olympic Boulevard
Los Angeles, California 90064
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount
securities to to be offering price aggregate of
be registered registered per unit offering price registration fee
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock,
$.01 par value 50,000/1/ $13.125/2/ $656,250/2/ $226.29
- -----------------------------------------------------------------------------------
</TABLE>
/1/ This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, such indeterminate number of shares as may
become available under the Pacific Crest Capital, Inc. 1996 Non-Employee
Directors' Stock Plan as a result of the adjustment provisions thereof.
/2/ Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h).
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pacific Crest Capital, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated in this Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or the latest prospectus filed by the Registrant as part of an effective
registration statement filed pursuant to Rule 424(b) promulgated under the
Securities Act of 1933, as amended (the "Securities Act") or (c) under the
Exchange Act, which contains, either directly or by incorporation by reference,
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual reports or the prospectus referred to in (a) above.
(c) The description of the class of securities which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicate that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement made in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which is also incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
EXHIBITS
3(i) Certificate of Incorporation of Pacific Crest Capital, Inc., as
amended.(1)
3(ii) Bylaws of Pacific Crest Capital, Inc.(1)
5.1 Opinion of Manatt, Phelps & Phillips.
23.1 Consent of Manatt, Phelps & Phillips (see Exhibit 5.1).
2
<PAGE>
23.2 Consent of Ernst & Young, LLP.
99.1 Pacific Crest Capital, Inc. 1996 Non-Employee Directors' Stock Plan.
- -----------------
(1) Incorporated herein by reference from Registrant's Amendment No. 2 to Form
S-l Registration Statement No. 33-68718, Filed December 3, 1993.
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement.
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) 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 and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
Provided, however, that paragraphs l(a) and l(b) do not apply if the
-------- -------
Registration Statement is on Form S-3 or Form S-8 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 Exchange Act that are incorporated by reference in the Registration
Statement.
2. That, for the purpose of determining any liability under the Securities
Act, 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 post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to
3
<PAGE>
Section 15(d) of the Exchange Act) 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.
Insofar as indemnification for liabilities arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Agoura Hills, State of California on March 21, 1997.
PACIFIC CREST CAPITAL, INC.
By /s/ Gary Wehrle
-------------------------------
Gary Wehrle,
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gary Wehrle and Robert J. Dennen his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Gary Wehrle
________________________ Chairman of the Board March 21, 1997
Gary Wehrle and Chief Executive
Officer (Principal
Executive Officer),
Director
/s/ Robert J. Dennen
_________________________ Vice President and March 21, 1997
Robert J. Dennen Chief Financial Officer
(Principal Financial
Officer, Principal
Accounting Officer)
/s/ Rudolph I. Estrada
_________________________ Director March 21, 1997
Rudolph I. Estrada
/s/ Martin J. Frank
_________________________ Director March 21, 1997
Martin J. Frank
/s/ Richard S. Orfalea
_________________________ Director March 21, 1997
Richard S. Orfalea
/s/ Stephen J. Orlando
_________________________ Director March 21, 1997
Stephen J. Orlando
5
<PAGE>
EXHIBIT 5.1
MANATT
- --------
PHELPS
- --------
PHILLIPS
- --------
ATTORNEYS AT LAW
March 19, 1997
Pacific Crest Capital, Inc.
30343 Canwood Street
Agoura Hills, California 92301
RE: PACIFIC CREST CAPITAL, INC. REGISTRATION STATEMENT ON FORM S-8
REGISTERING SHARES ISSUABLE UNDER THE PACIFIC CREST CAPITAL, INC.
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") being filed by Pacific Crest Capital, Inc.
("Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of up to 50,000
shares of the Common Stock, $.01 par value, of the Company which may be issued
pursuant to the Pacific Crest Capital, Inc. 1996 Non-Employee Directors' Stock
Plan (the "Plan").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 50,000 shares of
Common Stock which may be issued pursuant to the Plan are duly authorized shares
of the Company's Common Stock, and, when issued against payment of the purchase
price therefor in accordance with the provisions of the Plan, will be validly
issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement on Form S-8 and is not to be quoted or otherwise referred
to in any financial statements of the Company or related document, nor is it to
be filed with or furnished to any government agency or other person, without the
prior written consent of this Firm.
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 which is being filed on behalf of the Company
in connection with the registration of the aforementioned shares of Common Stock
under the Securities Act of 1933, as amended.
Very truly yours,
/s/ MANATT, PHELPS & PHILLIPS, LLP
MANATT, PHELPS & PHILLIPS, LLP
MANATT, PHELPS & PHILLIPS, LLP
11355 West Olympic Boulevard, Los Angeles, California 90064-1614
310-312-4000 FAX 310-312-4224
Los Angeles - Washington, D.C. - Nashville
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-00000) pertaining to the 1996 Non-Employee Directors' Stock Plan of
Pacific Crest Capital, Inc. of our report dated February 1, 1996, with respect
to the consolidated financial statements of Pacific Crest Capital, Inc. included
in the Annual Report (Form 10-K) for the year ended December 31, 1996.
ERNST & YOUNG LLP
-----------------
Ernst & Young LLP
Los Angeles, CA
March 21, 1997
<PAGE>
EXHIBIT 99.1
PACIFIC CREST CAPITAL, INC.
PACIFIC CREST INVESTMENT AND LOAN
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
ARTICLE 1. PURPOSE AND EFFECTIVE DATE.
1.1 Purposes. The purposes of the Pacific Crest Capital, Inc. Non-
Employee Directors' Stock Plan (the "Plan") are to promote the success of
Pacific Crest Capital, Inc. (the "Company") by encouraging non-employee members
of the Board of Directors (the "Board") of the Company and its subsidiary,
Pacific Crest Investment and Loan (the "Thrift") to increase their ownership of
Company common stock ("Common Stock") and thereby align their interests more
closely with the interests of the other stockholders of the Company, to
encourage the highest levels of Director performance by providing Directors with
an enhanced interest in the Company's attainment of its financial goals, and to
provide a financial incentive that will help attract and retain Directors of
outstanding competence. This will be accomplished by allowing non-employee
Directors of the Company and of the Thrift to elect voluntarily to receive all
or a portion of their fees for services as a member of the Board in shares of
Common Stock ("Participants").
1.2 Effective Date. The effective date of the Plan (the "Effective
Date") is June 10, 1996 (60 days after the date of its adoption by the Board and
by the Board of Directors of the Bank), subject to approval of the shareholders
of the Company by the affirmative vote of a majority of shares of Common Stock
present, or represented, and entitled to vote on the subject matter, at the 1996
Annual Meeting of Shareholders of the Company at which a quorum is present.
ARTICLE 2. ADMINISTRATION.
2.1 The Plan shall be administered by a committee (the "Committee")
of three or more individuals appointed by the Board to administer the Plan. The
members of the Committee must be members of, and shall serve at the discretion
of, the Board. The members of the Committee shall be "disinterested persons" as
defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the
"Act"), or any successor rule or definition adopted by the Securities and
Exchange Commission ("Rule l6b-3"), if, in the opinion of counsel for the
Company, the absence of "disinterested" administrators would adversely impact
the availability of the exemption from Section 16(b) of the Act provided by Rule
16b-3 for any Participant's acquisition of Common Stock under the Plan. The
Plan shall initially be administered by the Compensation Committee of the Board.
2.2 Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to construe and interpret the Plan; to establish,
amend and rescind appropriate rules and regulations relating to the Plan; to
administer the Plan; and to take all such steps and make
1
<PAGE>
all such determinations in connection with the Plan as it may deem necessary or
advisable to carry out the provisions and intent of the Plan. All determinations
of the Committee shall be by a majority of its members, and its determinations
shall be final and conclusive for all purposes and upon all persons, including,
but without limitation, the Company, the Committee, the Participants and their
respective successors in interest. Notwithstanding the foregoing, no Director
who is a Participant under the Plan shall participate in any determination
(other than the amount of fees elected to be paid in Common Stock) relating
solely or primarily to his or her own interest in the Common Stock issued or to
be issued under the Plan.
ARTICLE 3. ELIGIBILITY AND PARTICIPATION.
3.1 Participation in the Plan shall be limited to members of the
Board of the Company.
3.2 A Participant may elect to receive all or a portion of his fees
for services as a member of the Board in shares of Common Stock. These fees
include, without limitation, the annual retainer, the committee chairperson
retainer and any meeting fees for attendance at meetings of the Board and its
committees ("Fees").
3.3 A Participant may join the Plan by providing the Company with
written notice of his or her election to participate and the portion and
components of his fees for services as a member of the Board, in increments of
25%, not to exceed an aggregate of 100%, that he or she wishes to receive in
shares of Common Stock. Such election shall be made at least six months prior
to the start of the calendar year for which the Fees would otherwise be paid;
provided, however, that with respect to (a) any elections made before the
Effective Date and (b) any elections made by newly elected or appointed
Directors within 30 days of their initial election or appointment, the following
special alternative rule as to the permitted time for making the election also
shall be available: the election may be made at least 60 days prior to the date
the deferred Fees would otherwise have been payable to the Director. An
election by a Participant shall be deemed to be continuing, and therefore
applicable to Fees to be paid in future years, unless the Participant revokes or
changes such election by filing a new election form by the due date for such
form specified in Section 3.4. This notice shall be effective when received by
the Company unless, in the opinion of counsel for the Company, such an effective
date would adversely impact the availability of the exemption from Section 16(b)
of the Act provided by Rule 16b-3 for any of the Participant's acquisitions of
Common Stock under the Plan, in which event the election shall be effective six
months after it is received by the Company.
3.4 A Participant's election to join the Plan shall be irrevocable.
Notwithstanding the preceding sentence, a Participant may revoke or change any
election by means of a subsequent election in writing that takes effect six
months after the subsequent election is received by the Company if, in the
opinion of counsel for the Company, such a subsequent election would not
adversely impact the availability of the exemption from Section 16(b) of the Act
provided by Rule 16b-3 for any of the Participant's acquisitions of Common Stock
under the Plan.
2
<PAGE>
ARTICLE 4. COMMON STOCK SUBJECT TO THE PLAN.
4.1 The total number of shares of Common Stock reserved and available
for distribution under the Plan shall be 50,000 subject to adjustment as herein
provided. Common Stock issued under the Plan may be either authorized and
unissued shares or treasury shares.
4.2 In the event of any merger, reorganization, consolidation,
recapitalization, Common Stock dividend, Common Stock split or other change in
corporate structure affecting the Common Stock, the Committee, in its sole
discretion, shall make such modifications, substitutions or adjustments as it
deems necessary to reflect such change so as to prevent the deletion or
enlargement of rights, including, but not limited to, modifications,
substitutions or adjustments in the aggregate number of shares reserved for
issuance under the Plan.
ARTICLE 5. ISSUANCE OF SHARES.
5.1 All shares issued under the Plan, including fractional shares,
shall be held in a book-entry account ("Book-Entry Account") with the Company's
transfer agent unless the Committee designates another person to act in that
capacity.
5.2 All Fees paid pursuant to Article 3 shall be credited to the
Participant's Book-Entry Account as of the later of (a) the date the Fees would
otherwise have been paid to the Participant (the "Deferral Date") or (b) October
10, 1996 and converted to shares of Common Stock as follows: the number of
shares of Common Stock shall equal the amount of deferred Fees divided by the
Fair Market Value (as defined in Section 5.3, below) of a share of Common Stock
on the later of the Deferral Date or October 10, 1996, with fractional shares
calculated to at least three decimal places. However, notwithstanding the
provisions of the preceding sentence regarding the date as of which deferred
Fees shall be credited to Book-Entry Accounts, in the case of deferral elections
made under the special alternative rule specified in Section 3.3 the deferred
Fees shall be credited and converted to Shares of Common Stock on the later of
(x) the Deferral Date or (y) the date which follows by six months such deferral
election.
5.3 As of each dividend payment date with respect to shares of Common
Stock held in the Book-Entry Account established pursuant to Section 5.1 above,
each Participant shall have credited to his or her Book-Entry Account an
additional number of shares of Common Stock equal to: the per-share cash
dividend payable with respect to a share of Common Stock on such dividend
payment date multiplied by the number of shares of Common Stock held in the
Book-Entry Account as of the close of business on the record date for such
dividend divided by the average of the highest and lowest quoted selling prices
for shares of Common Stock on the relevant date, or (if there were no sales on
such date) the average so computed on the next preceding business day, as
reported in The Wall Street Journal or a similar source selected by the
Committee (the "Fair Market Value") of a share of Common Stock on such dividend
payment date. If dividends are paid on shares in a form other than cash, then
such dividends shall be notionally converted to cash, if their value is readily
3
<PAGE>
determinable, and credited in a manner consistent with the foregoing and, if
their value is not readily determinable, shall be credited "in kind" to the
Participant's Book-Entry Account.
5.4 Each Participant may designate, on a form provided by or
otherwise satisfactory to the Committee, one or more beneficiaries to receive
the shares held in the Book-Entry Account in the event of such Participant's
death. The Company may rely upon the beneficiary designation last filed with
the Committee, provided that such form was executed by the Participant or his or
her legal representative and filed with the Committee prior to the Participant's
death.
5.5 Participants may in the alternative elect to receive a stock
certificate representing the number of whole shares acquired by notifying the
Corporate Secretary of the Company in writing. The Company will make a cash
payment to the Participant for any fractional share in lieu of issuing a stock
certificate at a price equal to the Fair Market Value of the Common Stock on the
date the election to receive a stock certificate is received by the Corporate
Secretary (or, if there is no Fair Market Value of the Common Stock on such
date, the Fair Market Value of the Common Stock on the next preceding business
day), multiplied by such fraction.
5.6 Common Stock acquired under this Plan shall be subject to such
other conditions and restrictions, if any, as the Committee may determine.
ARTICLE 6. ADDITIONAL PROVISIONS.
6.1 Nothing contained in the Plan shall be deemed to confer upon any
Participant any right to continue to serve as a Director.
6.2 The Board may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of shareholders or Participants, except that any
such action will be subject to the approval of the Company's shareholders if,
when and to the extent such shareholder approval is necessary or required for
purposes of Rule 16b-3 or any other applicable federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the shares of Common Stock may then be listed or quoted, or if the Board
in its discretion determines to seek such shareholder approval; provided,
however, that without the consent of an affected participant, no such action may
materially impair the rights of such Participant with respect to any shares of
Common Stock credited to his or her Book-Entry Account; and provided, however,
that any "plan provision" referred to in Rule l6b-3(c)(2)(ii)(B) under the
Exchange Act shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended (the
"Code"), the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder, if such amendment would cause any
Participant or other Director to no longer be deemed a "disinterested person"
within the meaning of Rule 16b-3.
6.3 With respect to persons subject to Section 16 of the Act,
transactions under this Plan are intended to comply with all applicable
conditions of Rule 16b-3 regardless of whether such conditions are set forth in
the Plan. To the extent any provision of the Plan or action by the
4
<PAGE>
Committee fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
6.4 The consideration for shares of Common Stock issued or delivered
in lieu of payment of Fees will be the Director's service during the period to
which the Fees paid in the form of shares of Common Stock related.
6.5 The Company will not be obligated to issue or deliver shares of
Common Stock in connection with the Plan in a transaction subject to the
registration requirements of the Securities Act of 1933, as amended, any other
federal or state securities or other law or regulation, any requirement under
any listing agreement between the Company and any national securities exchange
or automated quotation system or any other contractual obligation of the
Company, until the Company is satisfied that such laws, regulations,
requirements and other obligations have been complied with in full.
Certificates representing shares of Common Stock delivered under the Plan will
be subject to such stop-transfer orders and other restrictions as may be
applicable under such laws, regulations, requirements and other obligations,
including any requirement that a legend or legends be placed thereon.
6.6 Every recipient of shares pursuant to this Plan shall be bound by
the terms and provisions of this Plan, and the acceptance of any transfer of
shares pursuant to this Plan shall constitute a binding agreement between the
recipient and the Company.
6.7 The validity, construction, and effect of the Plan and all rights
hereunder will be determined in accordance with the laws of the State of
Delaware.
6.8 The headings of articles and subsections herein are included
solely for convenience of reference and shall not affect the meaning of any of
the provisions of the Plan.
ARTICLE 7. DURATION OF THE PLAN.
The Plan shall become effective upon the approval of the Plan by the
affirmative votes of a majority of the votes entitled to be cast by the holders
of all securities of the Company present, or represented, and entitled to vote
at the Company's 1996 annual meeting of stockholders. Unless an earlier
termination date is fixed by the Board or the Committee, the Plan will remain in
effect until such time as no shares of Common Stock remain available for
delivery under the Plan, provided that no such termination shall affect the
prior rights under the Plan of anyone to whom shares have been transferred prior
to such termination.
5
