-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ErZk7SUThlroocCqTsqXMiD9EU+ZGSmm+xzziZe7Bm5Q3oDPb+1UtItgLg2y26BK Ok0Qg1Mb2ebZ1Yo7iLPtOg== 0000928385-97-001019.txt : 19970611 0000928385-97-001019.hdr.sgml : 19970611 ACCESSION NUMBER: 0000928385-97-001019 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19970610 EFFECTIVENESS DATE: 19970610 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITLA CAPITAL CORP CENTRAL INDEX KEY: 0001000234 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 952864759 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28899 FILM NUMBER: 97621998 BUSINESS ADDRESS: STREET 1: 700 N CENTRAL AVE STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8185510600 MAIL ADDRESS: STREET 1: 700 N CENTRAL AVE STREET 2: STE 600 CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IMPERIAL THRIFT & LOAN ASSOCIATION DATE OF NAME CHANGE: 19950907 S-8 1 OUTSIDE DIRECTOR PLAN As filed with the Securities and Exchange Commission on June 10, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------- REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 ------------------------- ITLA CAPITAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-2864759 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 7979 IVANHOE AVENUE, LA JOLLA, CALIFORNIA 92307 (Address of principal executive offices) (Zip Code) ITLA CAPITAL CORPORATION VOLUNTARY RETAINER STOCK AND DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS (Full title of the plan) DAVE M. MUCHNIKOFF, P.C. SILVER, FREEDMAN & TAFF, L.L.P. (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS) 7TH FLOOR, EAST TOWER 1100 NEW YORK AVE., NW WASHINGTON, DC 20005 (Name and address of agent for service) (202) 414-6100 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED REGISTERED/(1)/ PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------ ---------------- -------------- -------------- ---------------------- Common Stock, par value $.01 per share 125,000 shares $15.25/(2)/ $1,906,250/(2)/ $578/(2)/ ====================================================================================================
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the Plan, may become subject to the Plan. /(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market System on June 5, 1997. PURPOSE ------- The purpose of this registration statement is to register on Form S-8 shares of common stock, par value $.01 per share (the "Common Stock") of ITLA Capital Corporation (the "Corporation") to be granted under the Voluntary Retainer Stock and Deferred Compensation Plan for Outside Directors of Imperial Thrift and Loan Association (the "Association"), which it assumed pursuant to the terms and conditions of a Merger Agreement and Plan of Reorganization (the "Reorganization") dated as of May 3, 1996 by and between the Corporation, ITLA Corp. and the Association, whereby the Association became a wholly-owned subsidiary of the Corporation. The Reorganization occurred on October 1, 1996. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the ITLA Capital Corporation Voluntary Retainer Stock and Deferred Compensation Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ----------------------------------------------- The following documents previously or concurrently filed by the Corporation (the "Corporation") with the Commission are hereby incorporated by reference in this Registration Statement: (a) the Annual Report of the Corporation on Form 10-K for the fiscal year ended December 31, 1996 (File No. 0-26960) filed pursuant to Rule 13a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed by the Corporation pursuant to Section 13 or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to above; and (c) the description of the Common Stock of the Corporation contained in the Corporation's Registration Statement on Form S-4 (File No. 333-03551) filed with the Commission on May 10, 1996 and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Corporation with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein 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 and the Prospectus. The Corporation shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to Mr. Michael L. Mayer, Secretary, ITLA Capital Corporation, 7979 Ivanhoe Avenue, La Jolla, California 92037, (619) 551-0990. All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference. II-1 Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Article ELEVENTH of the Corporation's Certificate of Incorporation provides for indemnification of directors and officers of the Registrant against any and all liabilities, judgments, fines and reasonable settlements, costs, expenses and attorneys' fees incurred in any actual, threatened or potential proceeding, except to the extent that such indemnification is limited by Delaware law and such law cannot be varied by contract or bylaw. Article ELEVENTH also provides for the authority to purchase insurance with respect thereto. Section 145 of the General Corporation Law of the State of Delaware authorizes a corporation's board of directors to grant indemnity under certain circumstances to directors and officers, when made, or threatened to be made, parties to certain proceedings by reason of such status with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees. In addition, under certain circumstances such persons may be indemnified against expenses actually and reasonably incurred in defense of a proceeding by or on behalf of the corporation. Similarly, the corporation, under certain circumstances, is authorized to indemnify directors and officers of other corporations or enterprises who are serving as such at the request of the corporation, when such persons are made, or threatened to be made, parties to certain proceedings by reason of such status, against judgments, fines, settlements and expenses, including attorneys' fees; and under certain circumstances, such persons may be indemnified against expenses actually and reasonably incurred in connection with the defense or settlement of a proceeding by or in the right of such other corporation or enterprise. Indemnification is permitted where such person (i) was acting in good faith, (ii) was acting in a manner he reasonably believed to be in or not opposed to the best interests of the corporation or other corporation or enterprise, as appropriate, (iii) with respect to a criminal proceeding, had no reasonable cause to believe his conduct was unlawful, and (iv) was not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where the proceeding was brought determines that such person is fairly and reasonably entitled to indemnity). Unless ordered by a court, indemnification may be made only following a determination that such indemnification is permissible because the person being indemnified has met the requisite standard of conduct. Such determination may be made (i) by a majority vote of the Board of Directors of the Holding Corporation who are not parties to such action, suit or proceeding, even though such directors constitute less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. Section 145 also permits expenses incurred by directors and officers in defending a proceeding to be paid by the corporation in advance of the final disposition of such proceedings II-2 upon the receipt of an undertaking by the director or officer to repay such amount if it is ultimately determined that he is not entitled to be indemnified by the corporation against such expenses. Under a directors' and officers' liability insurance policy, directors and officers of the Corporation are insured against certain liabilities. Item 7. Exemption from Registration Claimed. ----------------------------------- Not Applicable. II-3
Item 8. Exhibits. -------- SEQUENTIAL PAGE REFERENCE TO PRIOR NUMBER WHERE REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS S-K EXHIBIT NUMBER ARE LOCATED IN NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8 - ----------- --------------------------- ------------------- ----------------- 4.1 ITLA Capital Corporation Attached as Voluntary Retainer Stock Exhibit 4.1 and Deferred Compensation Page 12 Plan for Outside Directors and Election Form 4.2 Specimen form of common * Not applicable stock certificate of ITLA Capital Corporation 4.3 ITLA Capital Corporation * Not applicable Certificate of Incorporation 4.4 Bylaws of ITLA Capital * Not applicable Corporation 5 Opinion of Silver, Attached as Page 22 Freedman & Taff, L.L.P. Exhibit 5 23.1 Consent of Silver, Attached as Page 24 Freedman & Taff, L.L.P. Exhibit 23.1 23.2 Consent of Arthur Attached as Page 26 Andersen, LLP Exhibit 23.2 23.3 Consent of Grant Thornton, Attached as Page 28 LLP Exhibit 23.3 24 Power of Attorney Contained on Page 8 Signature Page
* Filed as an exhibit to the Corporation's S-4 registration statement filed on May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of 1933. Such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. 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 to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. ---- ---- II-4 (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 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 of expenses incurred or paid by a director, officer or controlling person 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-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of La Jolla, State of California, on June 5, 1997. ITLA CAPITAL CORPORATION By: /s/ George W. Haligowski ---------------------------------------- George W. Haligowski President, Chief Executive Officer and Chairman of the Board (Duly Authorized Representative) KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Haligowski and Michael A. Sicuro and either of them, as our true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective 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, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming said attorneys-in-fact and agents or his substitute or substitutes may lawfully 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 below by the following persons in the capacities and on the dates indicated. /s/ George W. Haligowski /s/ Michael A. Sicuro - -------------------------------------------- ------------------------------- George W. Haligowski Michael A. Sicuro President, Chief Executive Officer and Senior Vice President and Chief Chairman of the Board Financial Officer (Principal Executive and Operating Officer) Date: June 5, 1997 Date: June 5, 1997 ---------------------------------------- ------------------------- /s/ Sandor X. Mayuga /s/ Hirotaka Oribe - --------------------------------------------- ------------------------------- Sandor X. Mayuga Hirotaka Oribe Director Director Date: June 5, 1997 Date: June 5, 1997 ---------------------------------------- ------------------------- /s/ Jeffrey L. Lipscomb /s/ Robert R. Reed - --------------------------------------------- ----------------------------- Jeffrey L. Lipscomb Robert R. Reed Director Director Date: June 5, 1997 Date: June 5, 1997 ---------------------------------------- ------------------------- II-6 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933 ------------------------- ITLA CAPITAL CORPORATION ================================================================================
EXHIBIT INDEX SEQUENTIAL PAGE REFERENCE TO PRIOR NUMBER WHERE REGULATION FILING OR EXHIBIT ATTACHED EXHIBITS S-K EXHIBIT NUMBER ARE LOCATED IN NUMBER DOCUMENT ATTACHED HERETO THIS FORM S-8 - ----------- --------------------------- ------------------- ----------------- 4.1 ITLA Capital Corporation Voluntary Retainer Stock Attached as and Deferred Compensation Exhibit 4.1 Page 12 Plan for Outside Directors and Election Form 4.2 Specimen form of common * Not applicable stock certificate of ITLA Capital Corporation 4.3 ITLA Capital Corporation * Not applicable Certificate of Incorporation 4.4 Bylaws of ITLA Capital * Not applicable Corporation 5 Opinion of Silver, Attached as Freedman & Taff, L.L.P. Exhibit 5 Page 22 23.1 Consent of Silver, Attached as Freedman & Taff, L.L.P. Exhibit 23.1 Page 24 23.2 Consent of Arthur Attached as Andersen, LLP Exhibit 23.2 Page 26 23.3 Consent of Grant Thornton, Attached as LLP Exhibit 23.3 Page 28 24 Power of Attorney Contained on Signature Page Page 8
* Filed as an exhibit to the Corporation's S-4 registration statement filed on May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of 1933. Such previously filed documents are hereby incorporated herein by reference in accordance with Item 601 of Regulation S-K. EX-4.1 2 COMPENSATION FOR OUTSIDE DIRECTORS Exhibit 4.1 ITLA CAPITAL CORPORATION VOLUNTARY RETAINER STOCK AND DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS ARTICLE I PURPOSES AND EFFECTIVE DATE 1.1 Purposes. The purposes of the Plan (the "Plan") are to encourage and enable Outside Directors to receive some or all of their Fees in shares of Common Stock, and to defer receipt of some or all of their Fees, and thereby improve the Company's ability to attract and retain highly qualified individuals to serve as Outside Directors of the Company; provide competitive remuneration for Board service; enhance the breadth of Outside Director remuneration; and strengthen the commonality of interest between Outside Directors and shareholders. 1.2 Effective Date. The effective date of the Plan (the "Effective Date") is August 15, 1996, subject to approval of the shareholders of the Company (if and to the extent such shareholder approval is necessary or required for purposes of any applicable federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted) by the affirmative vote of a majority of Shares 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 II CERTAIN DEFINITIONS The following terms shall be defined as set forth below: 2.1 "Board" means the Board of Directors of the Company or any successor thereto. 2.2 "Cash Units" means the credits to a Participant's Cash Account under Article VII of the Plan, each of which represents the right to receive $1.00 upon settlement of the Cash Accounts. 2.3 "Cash Unit Account" means the bookkeeping account established pursuant to Section 7.4. 2.4 "Committee" has the meaning set forth in Section 4.1. 2.5 "Common Stock" means common stock of the Company, par value $.01 per share, or of any successor corporation or other legal entity assuming or adopting the Plan. 2.6 "Company" means ITLA Capital Corporation, a Delaware corporation. 2.7 "Exchange Act" means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act include rules thereunder and successor provisions and rules thereto. 2.8 "Discounted Market Value" means the closing sales price per share for the Common Stock on the relevant date, or, if there were no sales on such date, the closing sales price per share on the nearest day before or the nearest day after the relevant date, as reported in The Wall Street Journal or a similar source selected by the Committee, less 5% of such closing sales price per share. 2.9 "Fees" means all or part of any retainer and/or fees (including all amounts payable with respect to service on a committee of the Board, or as chairman of the Board or a committee thereof, or for attendance at Board or committee meetings) payable to an Outside Director in his or her capacity as an Outside Director. 2.10 "Non-Employee Director" means a director who a) is not currently an officer or employee of the Company; b) is not a former employee of the Company who receives compensation for prior services (other than from a tax-qualified retirement plan); c) has not been an officer of the Company; d) does not receive remuneration from the Company in any capacity other than as a director; and e) does not possess an interest in any other transactions or is not engaged in a business relationship for which disclosure would be required under Item 404(a) or (b) of Regulation S-K. 2.11 "Outside Director" means any member of the Board of Directors of the Company who is not also an employee of the Company. 2.12 "Participant" means an Outside Director who shall have elected under Article VI or Article VII to participate in the Plan. 2.13 "Secretary" means the Corporate Secretary or any Assistant Corporate Secretary of the Company. 2.14 "Securities Act" means the Securities Act of 1933, as amended. References to any provision of the Securities Act include rules thereunder and successor provisions and rules thereto. 2.15 "Shares" means shares of the common stock of the Company, par value $.01 per share, or of any successor corporation or other legal entity adopting the Plan. 2.16 "Stock Units" means the credits to a Participant's Stock Unit Account under Article VII of the Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account. 2 2.17 "Stock Unit Account" means the bookkeeping account established pursuant to Section 7.6. 2.18 "Termination of Service" means termination, for any reason, of service as an Outside Director. ARTICLE III SHARES AVAILABLE UNDER THE PLAN Subject to adjustment as provided in Article XI, the maximum number of Shares that may be distributed in lieu of cash compensation and in settlement of Stock Unit Accounts under the Plan shall not exceed 125,000 in the aggregate. Such Shares may include authorized but unissued Shares or treasury Shares. ARTICLE IV ADMINISTRATION 4.1 The Plan shall be administered by the Board's Compensation Committee or such other committee or individual as may be designated by the Board (the "Committee"). The Committee shall consist of two or more members, each of whom shall be a Non-Employee Director. Notwithstanding the foregoing, no Non- Employee Director who is a Participant under the Plan shall participate in any determination in his or her capacity as a member of the Board relating solely or primarily to his or her own Shares, Cash Units, Cash Unit Account, Stock Units or Stock Unit Account. 4.2 It shall be the duty of the Committee to administer the Plan in accordance with its provisions and to make such recommendations of amendments or otherwise as it deems necessary or appropriate. 4.3 The Committee shall have the authority to make all determinations it deems necessary or advisable for administering the Plan, subject to the limitations in Section 4.1 and other explicit provisions of the Plan. No member of the Committee shall be liable for any act or omission by such member or by any other member of the Committee in connection with the Plan, except for such member's own willful misconduct or as expressly provided by statute. ARTICLE V ELIGIBILITY 5.1 Participation in this Plan is limited to Outside Directors. 3 5.2 If such Outside Director subsequently becomes an employee of the Company or any of its subsidiaries, but does not incur a Termination of Service, such Outside Director shall (a) continue as a Participant with respect to Fees previously deferred and (b) otherwise cease eligibility under the Plan with respect to all future Fees, if any, earned while an employee. ARTICLE VI ELECTION TO RECEIVE STOCK IN LIEU OF CASH COMPENSATION 6.1 General Rule. Pursuant to the Plan, Outside Director Fees otherwise payable in cash on or after the Effective Date may be received, in increments of 25%, not to exceed an aggregate of 100%, in the form of Common Stock in accordance with this Article VI. 6.2 Timing of Voluntary Election. Each Outside Director may make a written election to receive Fees, in increments of 25%, not to exceed an aggregate of 100%, otherwise payable in cash on or after the Effective Date, in the form of Common Stock in accordance with this Article VI. The percentage of the Fees elected to be received in the form of Common Stock is not subject to deferral under Article VII. Such election shall be made at least 30 days prior to the start of the calendar year for which the Fees would otherwise be paid in cash; provided, however, that with respect to (a) any elections made before the Effective Date and (b) any elections made by newly-elected or appointed Outside 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 30 days prior to the date the Fees would otherwise have been payable to the Outside Director in cash (the "Payment Date"). 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 this Section 6.2. 6.3 Form of Voluntary Election. An election under Section 6.2 shall be made in a manner satisfactory to the Committee. Generally, an election shall be made by completing and filing the specified election form with the Secretary by the applicable date described in Section 6.2. At a minimum, the form shall require the Participant to specify a percentage (in increments of 25% up to 100%) of the Fees to be received in Common Stock under the Plan. In the event Outside Directors' Fees are increased or decreased during any calendar year, a Participant's election in effect for such year will apply to the specified percentage of Fees as increased or decreased. 6.4 Issuance of Common Stock. The Company shall cause to be issued and delivered to such Participant a stock certificate, registered in the name of such Outside Director, evidencing the number of shares of Common Stock due the Outside Director, calculated pursuant to Section 6.5, as of and when (a) the Company shall determine to issue and deliver such certificate or (b) such Participant shall have requested that such certificate be issued and delivered. Outside Directors shall be deemed to have rights as shareholders of the Company with respect to Shares 4 of Common Stock acquired under this Article VI, as of and from the applicable Payment Date, including, without limitation, the rights to dividends or distributions and to vote. 6.5 Amount of Stock. The number of Shares to be issued and delivered to a Participant who shall have elected to receive Common Stock in lieu of cash compensation shall be equal to the amount of the Fees otherwise payable in cash divided by the Discounted Market Value of a Share as of the applicable Payment Date, with fractional units calculated to at least three decimal places. 6.6 Regulatory Compliance and Listing. The issuance or delivery of any Shares may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange, or any requirements under any other law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or delivery any such Shares if the issuance of delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. ARTICLE VII ELECTION TO DEFER COMPENSATION IN THE FORM OF CASH AND/OR STOCK 7.1 General Rule. Pursuant to the Plan, Outside Director Fees otherwise payable on or after the Effective Date may be deferred, in increments of 25%, not to exceed an aggregate of 100%, in the form of Cash Units and/or Stock Units in accordance with this Article VII. 7.2 Timing of Voluntary Election. Each Participant may make an irrevocable written election to defer Fees, in increments of 25%, not to exceed an aggregate of 100%, otherwise payable on or after the Effective Date, in the form of Cash Units and/or Stock Units in accordance with this Article VII. Such election shall be made at least 30 days 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 Outside 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 30 days prior to the date the deferred Fees would otherwise have been payable to the Outside Director (the "Deferral Date"). 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 this Section 7.2. Notwithstanding the foregoing, the percentage of the Fees elected to be received in the form of Common Stock pursuant to Article VI is not subject to deferral under this Article VII. 7.3 Form of Voluntary Election. An election under Section 7.2 shall be made in a manner satisfactory to the Committee. Generally, an election shall be made by completing and filing the 5 specified election form with the Secretary by the applicable date described in Section 7.2. At a minimum, the form shall require the Participant to specify the following: (a) the percentages (in increments of 25% up to 100% (provided that the percentage of the Fees elected to be received in the form of Common Stock pursuant to Article VI is not subject to deferral)) of the Fees to be deferred under the Plan in the form of Cash Units and/or Stock Units; (b) the manner of settlement in accordance with Section 8.2. In the event Outside Directors' Fees are increased or decreased during any calendar year, a Participant's election in effect for such year will apply to the specified percentage of Fees as increased or decreased. 7.4 Establishment of Cash Account. The Company will establish a Cash Unit Account for each Participant who elects to defer Fees in the form of Cash Units. All Fees deferred in the form of Cash Units shall be credited to the Participant's Cash Unit Account as of the Deferral Date. The Cash Unit Account shall be for bookkeeping purposes only and no assets shall be required to be segregated by the Company from its general funds by reason of such Account. 7.5 Credit of Interest Equivalents to Cash Account. Credits of interest equivalents to the Participant's Cash Unit Account shall be made as of the end of each calendar quarter. Such interest equivalents shall be calculated from the applicable Deferral Date, and the rate of such interest equivalents shall be as the Committee shall specify from time to time, but in no event shall the rate of the interest equivalents for any quarter exceed, on a pre-tax basis, the rate payable on the 30-year United States Treasury bond as of the end of such quarter. Nothing contained in this Article VII shall be deemed to confer upon any Participant any rights of a shareholder of the Company unless and until Shares are in fact issued or transferred to such Participant in accordance with Article VIII. 7.6 Establishment of Stock Unit Account. The Company will establish a Stock Unit Account for each Participant who elects to defer Fees in the form of Stock Units. All Fees deferred in the form of Stock Units shall be credited to the Participant's Stock Unit Account as of the applicable Deferral Date and converted to Stock Units as follows: the number of Stock Units shall equal the amount of deferred Fees divided by the Discounted Market Value of the applicable Deferral Date, with fractional units calculated to at least three decimal places. The Stock Unit Account shall be for bookkeeping purposes only and no assets shall be required to be segregated by the Company from its general funds by reason of such Account. Nothing contained in this Article VII shall be deemed to confer upon any Participant any rights of a shareholder of the Company unless and until Shares are in fact issued or transferred to such Participant in accordance with Article VIII. 7.7 Credit of Dividend Equivalents to Stock Unit Account. As of each dividend payment date with respect to Shares, each Participant shall have credited to his or her Stock Unit Account 6 an additional number of Stock Units equal to: the per-share cash dividend payable with respect to a Share on such dividend payment date multiplied by the number of Stock Units held in the Stock Unit Account as of the close of business on the record date for such dividend divided by the fair market value of a Share 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 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 Stock Unit Account. 7.8 Plan Benefits. If subsequent to an election under Article VI or Article VII, the Committee determines that a Participant has been or will be denied any benefit contemplated under this Plan due to an interpretation of the Internal Revenue Code of 1986 or otherwise, the Committee shall, in its discretion, and subject to applicable federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, make whole such Participant by such means as it deems necessary or appropriate. ARTICLE VIII SETTLEMENT OF CASH AND STOCK UNITS 8.1 Settlement of Account. The Company will settle a Participant's Cash Unit Account and/or Stock Unit Account in the manner described in this Article VIII as soon as administratively feasible following such Participant's Termination of Service. 8.2 Payment Options. Each Participant's Cash Unit Account shall be settled by delivering to the Participant (or his or her beneficiary) the dollar amount equal to the number of Cash Units then credited to the Participant's Cash Unit Account. Each Participant's Stock Unit Account shall be settled by delivering to the Participant (or his or her beneficiary) the number of Shares (subject to adjustment in number or kind in accordance with Article XI) equal to the number of whole Stock Units then credited to the Participant's Stock Unit Account. Such Accounts may be settled in either (a) a lump sum or (b) substantially equal annual installments over a period not to exceed ten years. Elections filed pursuant to Section 7.3 shall specify the manner of payment upon settlement (i.e., the lump sum or installment payment option). Cash may be paid in lieu of fractional Shares otherwise payable in any lump sum or installment distribution. 8.3 Continuation of Interest Equivalents. If payment of Cash Units is deferred and paid in installments, the Participant's Cash Unit Account shall continue to be credited with interest equivalents as provided in Section 7.5. 8.4 Continuation of Dividend Equivalents. If payment of Stock Units is deferred and paid in installments, the Participant's Stock Unit Account shall continue to be credited with dividend equivalents as provided in Section 7.7. 7 8.5 In Kind Dividends. If any "in kind" dividends are credited to the Participant's Stock Unit Account under Section 7.7, such dividends shall be payable to the Participant in full on the date of the first distribution of Shares under Section 8.2. ARTICLE IX UNFUNDED STATUS The interest of each Participant in any Fees deferred under the Plan (and any Cash Units, Cash Unit Account, Stock Units or Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Cash Unit Accounts, Cash Units credited thereto, Stock Unit Accounts and Stock Units (and, if any, "in kind" dividends) credited thereto, shall at all times be maintained by or on behalf of the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. ARTICLE X DESIGNATION OF BENEFICIARY Each Participant may designate, on a form provided by or otherwise satisfactory to the Committee, one or more beneficiaries to receive the cash or Shares described in Section 8.2 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. ARTICLE XI ADJUSTMENT PROVISIONS In the event any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, or similar corporate transaction or event affects Shares such that an adjustment is determined by the Committee to be appropriate to prevent dilution or enlargement of Participants' rights under the Plan, then the Committee will, in a manner that is proportionate to the effect on the Shares and is otherwise equitable, adjust the number and/or kind of Shares (and/or substitute in place thereof cash or other consideration) to be issued in lieu of cash compensation under Article VI or delivered upon settlement of Stock Unit Accounts under Article VIII. ARTICLE XII GENERAL PROVISIONS 13.1 No Right to Continue as an Outside Director. Nothing contained in the Plan shall be deemed to confer upon any Participant any right to continue to serve as an Outside Director. 8 13.2 Changes to the Plan. 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 any applicable federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or if the Board in its discretion determines to seek such shareholder approval. 13.3 Consideration. The consideration for Shares issued or delivered in lieu of payment of Fees will be the Outside Director's service during the period to which the Fees paid in the form of Shares related. 13.4 Compliance with Laws and Obligations. The Company will not be obligated to issue or deliver Shares in connection with the Plan in a transaction subject to the registration requirements of the Securities Act 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 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. 13.5 Limitations on Transferability. Cash Units, Stock Units and any other right under the Plan (including rights that may constitute a "derivative security" as generally defined in Rule 16a-1(c) under the Exchange Act) may not be anticipated, assigned (either at law or in equity), alienated, pledged, mortgaged, hypothecated, subject to attachment, garnishment, levy, execution or other legal or equitable process or otherwise encumbered, and shall not be subject to the claims of creditors of the Participant or his or her beneficiaries. 13.6 Governing Law. 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. 13.7 Plan Termination. Unless earlier terminated by action of the Board, the Plan will remain in effect until such time as no Shares remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan. 13.8 Headings. The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of the Plan. 9 ELECTION FORM PURSUANT TO THE VOLUNTARY RETAINER STOCK AND DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS Capitalized terms used herein are as defined in the Plan ELECTION OF STOCK. I hereby elect that the following percentage of Fees payable to me shall be paid to me in the form of Common Stock pursuant to the Plan. _____ % (in increments of 25%) [The percentage of Fees elected to be payable in the form of Common Stock is not subject to deferral] DEFERRAL OF FEES. I hereby elect that the following percentage of Fees payable to me shall be deferred and credited to my Cash Account pursuant to the Plan: _____ % (in increments of 25%) I hereby elect that the following percentage of Fees payable to me shall be deferred and credited to my Stock Unit Account pursuant to the Plan: _____ % (in increments of 25%) PAYMENT OPTION. I hereby specify that the manner of payment upon settlement of my Cash and Stock Unit Accounts shall be as follows: Check one: [_] Lump sum [_] Equal installments for ___ years (maximum of ten years) I understand that the election of stock, election to defer and manner of payment specified above are irrevocable, and shall continue for future years' Fees unless revoked or changed in writing in accordance with the Plan. To be effective, revocations or changes for any future year's Fees must be filed with the Secretary at least 30 days prior to such year. - -------------------------------------- Participant's signature - -------------------------------------- Print name Date: , 199 ------------------------- -- 10 EX-5 3 OPINION OF COUNSEL Exhibit 5 June 6, 1997 Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue La Jolla, California 92037 Members of the Board: We have acted as counsel to ITLA Capital Corporation (the "Corporation") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 under the Securities Act of 1933 (the "Registration Statement") relating to 125,000 shares of the Corporation's Common Stock, $.01 par value per share (the "Common Stock"), to be offered pursuant to the Voluntary Retainer Stock and Deferred Compensation Plan for Outside Directors of the Corporation (the "Plan"). In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan and agreements thereto, the Corporation's Certificate of Incorporation, Bylaws, resolutions of its Board of Directors and such other documents and corporate records as we deem appropriate for the purpose of rendering this opinion. Based upon the foregoing, it is our opinion that: 1. The shares of Common Stock being so registered have been duly authorized. 2. The shares of Common Stock to be offered by the Corporation will be, when and if issued, sold and paid for as contemplated by the Plan, legally issued, fully paid and non-assessable shares of Common Stock of the Corporation. Very truly yours, /s/ SILVER, FREEDMAN & TAFF, L.L.P. ---------------------------------- SILVER, FREEDMAN & TAFF, L.L.P. EX-23.1 4 CONSENT OF SILVER FREEDMAN TAFF Exhibit 23.1 June 6, 1997 Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue La Jolla, California 92037 Members of the Board: We hereby consent to the inclusion of our opinion as Exhibit 5 of this Registration Statement and the reference to our firm in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ SILVER, FREEDMAN & TAFF, L.L.P. ----------------------------------- SILVER, FREEDMAN & TAFF, L.L.P. EX-23.2 5 CONSENT OF ARTHUR ANDERSEN Exhibit 23.2 ARTHUR ANDERSEN LLP Board of Directors ITLA Capital Corporation 7979 Ivanhoe Avenue La Jolla, California 92037 Members of the Board: As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 19, 1997 included in ITLA Capital Corporation's Form 10-K for the year ended December 31, 1996 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ---------------------- ARTHUR ANDERSEN LLP Los Angeles, California June 9, 1997 EX-23.3 6 CONSENT OF GRANT THORTON Exhibit 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated February 23, 1996 (except for the sixth paragraph of Note 13, as to which the date is March 11, 1996), accompanying the consolidated financial statements incorporated by reference in the Annual Report of ITLA Capital Corporation on Form 10-K for the year ended December 31, 1996. We hereby consent to the incorporation by reference of said report in the Registration Statement of ITLA Capital Corporation on Form S-8 (effective June 9, 1997). /s/ Grant Thornton LLP --------------------- Grant Thornton LLP Los Angeles, California June 9, 1997 -----END PRIVACY-ENHANCED MESSAGE-----