-----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, DvTrG9Fn/B8YSY+5WfLQRoFXOcXA2q1yjShIFQI9BF02QpdNOQm7cThD5mAGe/If ej27WeCnP394fjElaLepFA== 0000892569-96-000011.txt : 19960111 0000892569-96-000011.hdr.sgml : 19960111 ACCESSION NUMBER: 0000892569-96-000011 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960108 EFFECTIVENESS DATE: 19960127 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELDORADO BANCORP CENTRAL INDEX KEY: 0000351991 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953642383 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-00091 FILM NUMBER: 96501817 BUSINESS ADDRESS: STREET 1: 17752 E 17TH ST CITY: TUSTIN STATE: CA ZIP: 92680 BUSINESS PHONE: 7148324204 MAIL ADDRESS: STREET 1: 19100 VON KARMAN AVE SUITE 550 CITY: IRVINE STATE: CA ZIP: 92715 S-8 1 ELDORADO BANCORP FORM S-8 1 As Filed With the Securities and Exchange Commission on January , 1996 Registration No. 33- -------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ELDORADO BANCORP (Exact name of registrant as specified in its charter) California (State or other jurisdiction of 95-3642383 incorporation or organization) (I.R.S. Employer Identification No.) 17752 East 17th Street, Tustin, California 92680 (Address of Principal Executive Offices) (Zip Code) -------------------- AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) -------------------- J. B. Crowell, President and Chief Executive Officer Eldorado Bancorp 17752 East 17th Street, Tustin, California 92680 (Name and address of agent for service) (714) 798-1100 (Telephone number, including area code, of agent for service) Copy to: Ben A. Frydman, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Securities Amount To Be Maximum Maximum Amount of To Be Registered Registered (1) Offering Aggregate Registration Fee Price Per Share (2) Offering Price (2) - ------------------------------------------------------------------------------------------------------------ Common Stock, without par value 50,000 shares $15.82 $791,000 $159.00 - ------------------------------------------------------------------------------------------------------------
(1) Includes additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the Amended and Restated Employee Stock Purchase Plan (the "Plan"). (2) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1), on the basis of the price of securities of the same class as determined in accordance with Rule 457(c), using the average of the high and low prices of the Common Stock of the registrant as reported in the consolidated reporting system on the American Stock Exchange on January 4, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference: (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, containing its financial statements for its fiscal year ended December 31, 1994. (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report referred to in (a) above. (c) The description of the registrant's Common Stock that is contained in the registrant's registration statement on Form 8-A filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating that description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to shareholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 317 of the California General Corporation Law makes provision for the indemnification of officers and directors in terms sufficiently broad to include indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). The registrant's Articles of Incorporation authorize the registrant to provide indemnification of its officers, directors and agents for breach of duty to the registrant and its shareholders through bylaw provisions or indemnification agreements, or both, in excess of the indemnification otherwise permitted by California law, subject to certain limitations. The registrant has entered into indemnification agreements with all of its directors, which obligate the registrant to indemnify such individuals to the fullest extent permitted by applicable law. The registrant also maintains director and officer liability insurance, which provides for indemnification of the directors and officers of the registrant for certain liabilities and expenses incurred in connection with their services as directors and officers. 2 3 In addition, as permitted by Section 204(a)(10) of the California General Corporation Law, the registrant's Articles of Incorporation provide that a director of the registrant shall not be liable to the registrant or its shareholders for monetary damages to the fullest extent permissible under California law. However, as provided by California law, such limitation of liability will not act to limit the liability of a director for (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interest of the registrant or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the registrant or its shareholders in circumstances in which the director was aware or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the registrant or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amount to an abdication of the director's duty to the registrant or its shareholders, (vi) any improper transactions between a director and the registrant in which the director has a material financial interest or (vii) any unlawful distributions to the shareholders of the registrant or any unlawful loan of money or property to, or a guarantee of the obligation of, any director or officer of the registrant. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement:
Number Description - ------ ----------- 4.1 Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan 5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Dayton & Associates 25 Power of Attorney (included on signature page)
Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (iii) 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 4 (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 a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 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 of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on the 5th day of January 1996. ELDORADO BANCORP By: /s/ J. B. CROWELL ------------------------------------- J.B. Crowell President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Eldorado Bancorp hereby severally constitute and appoint J.B. Crowell, Raymond E. Dellerba, David R. Brown and Elaine Crouch and each of them, individually, with full power of substitution, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable in order to enable said corporation to comply with the Securities Act of 1933, as amended, and all rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we hereby ratify and confirm all that said attorneys and agents, or any of them, do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ J. B. CROWELL President, Chief Executive Officer January 5, 1996 - ------------------------------------- and Director (Principal Executive J.B. Crowell Officer) Executive Vice President January __, 1996 - ------------------------------------- and Director Raymond E. Dellerba /s/ DAVID R. BROWN Executive Vice President and Chief January 5, 1996 - ------------------------------------- Financial Officer (Principal David R. Brown Financial and Accounting Officer)
S-1 6
Signature Title Date --------- ----- ---- /s/ MICHAEL B. BURNS Director January 5, 1996 - ------------------------------------- Michael B. Burns Director January __, 1996 - ------------------------------------- Julia M. Di Giovanni /s/ LYNNE PIERSON DOTI Director January 5, 1996 - ------------------------------------- Lynne Pierson Doti /s/ ROLF J. ENGEN Director January 5, 1996 - ------------------------------------- Rolf J. Engen /s/ WARREN FINLEY Director January 5, 1996 - ------------------------------------- Warren Finley Director January __, 1996 - ------------------------------------- Warren D. Fix /s/ RICHARD KORSGAARD Director January 5, 1996 - ------------------------------------- Richard Korsgaard Vice Chairman and Director January __, 1996 - ------------------------------------- Donald E. Sodaro /s/ GEORGE H. WELLS Chairman and Director January 5, 1996 - ------------------------------------- George H. Wells
S-2 7 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number ------ ----------- ----------- 4.1 Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan 5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Dayton & Associates 25 Power of Attorney (included on signature page)
EX-4.1 2 ELDORADO BANCORP AMENDED & RESTATED EMPLOYEE STOCK 1 EXHIBIT 4.1 ELDORADO BANCORP AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN This AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN (the "Plan") of ELDORADO BANCORP, INC., a California corporation (the "Company"), amends and restates the Eldorado Bancorp Employee Stock Purchase Plan effective as of December 20, 1995 (the "Effective Date"). ARTICLE I PURPOSE OF THE PLAN 1.1 PURPOSE. The Company has determined that it is in the best interests of the Company and its shareholders to provide an incentive to attract and retain employees and to increase employee morale by providing a program through which employees of the Company, as well as employees of Eldorado Bank (the "Bank"), a California banking corporation and wholly-owned subsidiary of the Company, and any other subsidiary of the Company that elects, by action of its board of directors, to participate in this Plan (herein, and including the Bank, the "participating subsidiaries"), may acquire a proprietary interest in the Company through the purchase of shares of the Common Stock of the Company. The Plan was established by the Bank in 1977 and was subsequently assumed by the Company when the Bank became a wholly-owned subsidiary of the Company, and is hereby amended and restated by the Company, in order to permit employees to continue to subscribe for and purchase Common Stock of the Company, to foster continued cordial employee relations and to encourage maximum participation in the ownership of Common Stock of the Company by employees by providing a means to purchase shares of the Company's Common Stock by regular twice-monthly payroll deductions, augmented by contributions by the Company or its participating subsidiaries. The Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, and therefore is not required to comply with that Act. ARTICLE II ELIGIBILITY AND PARTICIPATION 2.1 ELIGIBILITY. All employees of the Company or its participating subsidiaries (including the Bank) are eligible to participate in the Plan upon the completion of at least 180 days of continuous employment with the Company, with any subsidiary of the Company or with a corporation all or substantially all of the stock or assets of which have been acquired by the Company or a participating subsidiary. Participation in the Plan is voluntary. 2 2.2 PARTICIPATION. (a) An eligible employee becomes a participant in the Plan by completing and filing with the Company's or participating subsidiary's payroll office a Payroll Withholding Authorization ("Authorization") authorizing payroll deductions. Payroll deductions will commence on the first salary payment date following receipt of the Authorization by the Company's or participating subsidiary's payroll office or, if such Authorization is received less than one week prior to such salary payment date, then such deductions will commence on the second salary payment date following the receipt of the Authorization. The payroll deductions during the calendar quarter in which an employee's participation commences are accumulated and held in trust by the Trustee (as hereinafter defined) until the succeeding calendar quarter, when purchases of Company Common Stock will be made with the proceeds of the payroll deductions and contributions of the Company or participating subsidiary for the account of the employee (see "Contributions" and "Purchases of Common Stock"). (b) Each participating employee may designate on the Authorization the persons (which may include the Trustee of the Plan, a securities brokerage firm or other persons other than the employee) in whose names shares purchased for the employee's account under the Plan are to be registered on their issuance. The employee may also designate, in writing to his payroll office, a beneficiary or beneficiaries who, on the death of the employee, will be entitled to receive the balance of the funds and any shares of Common Stock in his or her account. Such designations may be changed from time to time without the consent of the prior-named beneficiaries. In the absence of a beneficiary designation, the balance of funds and shares in the deceased's account will be distributed to the executor or administrator of the participating employee's estate. (c) Except as otherwise provided in the above paragraph, no rights of any employee under the Plan may be assigned, transferred, pledged or otherwise disposed of voluntarily, by operation of law, or otherwise. (d) A participating employee may voluntarily terminate his participation in the Plan by giving written notice to the Company's or participating subsidiary's payroll office. If such notice is received by the 10th day of any calendar month, it will be given retroactive effect to the first day of the month; otherwise such termination will be effective as of the first day of the calendar month following the receipt of the notice. See "Termination of Participation." An employee who terminates his participation in the Plan will not be eligible to resume participation in the Plan until the next succeeding calendar quarter. ARTICLE III PAYROLL DEDUCTIONS AND EMPLOYER CONTRIBUTIONS 3.1 PAYROLL DEDUCTIONS. (a) Each eligible employee may elect to make contributions to the Plan by payroll deductions of an amount up to but not exceeding ten percent (10%) of the employee's monthly salary, but in no event more than $400 nor less than $40 per month. For purposes of the Plan, monthly salary is considered to be the employee's base salary, which does not include payments for overtime, bonuses, special allowances and reimbursements, or special payments or benefits under any employee plans. 2 3 (b) Subject to the limitations described above, an eligible employee may, by written notice to the Company or participating subsidiary, increase or decrease or suspend his contributions to the Plan. If such notice is received by the tenth (10th) day of a calendar month, the change in or suspension of contributions will be given retroactive effect to the first day of such calendar month; otherwise it will be effective on the first day of the succeeding month. 3.2 EMPLOYER CONTRIBUTIONS. The Company and its participating subsidiaries will contribute, on a quarterly basis, for each of their respective participating employees either (i) an amount in cash equal to 20% of the contributions made by such employees in the preceding calendar quarter, or (ii) one share of Common Stock for each four shares of the Common Stock purchased for such employee's account during the quarter. 3.3 FUNDS HELD IN TRUST. All funds deducted pursuant to the employee's Authorization and all cash contributions made by the Company and its subsidiaries are held in trust by First American Trust Company, an independent trustee ("Trustee"), until the funds are utilized to purchase Common Stock under the Plan on behalf of the participating employees. Each participating employee's contributions to the Plan continue to be owned by the employee until the funds are utilized to purchase shares of Common Stock under the Plan. Funds in the employees' accounts do not bear interest. 3.4 PAYROLL AND WITHHOLDING TAXES. Payroll or withholding taxes applicable to the contributions of the Company or its participating subsidiaries are charged against funds in each employee's account annually as of the date itemized statements of account are issued. If the funds in any employee's account are not sufficient to pay such taxes, the employee is required to pay such taxes as a condition to the receipt of the stock purchased with contributions of the Company or participating subsidiary. ARTICLE IV PURCHASES OF COMMON STOCK 4.1 PURCHASES OF COMMON STOCK. (a) Purchases of Common Stock are made by the Trustee on a quarterly basis, generally between the 16th day of the first month of each calendar quarter through the last day of such month (the "Purchase Period"), provided that the Purchase Period may be extended by the Trustee into the succeeding calendar month if and to the extent it becomes necessary to do so to avoid disrupting the orderly market for the Company's Common Stock. The funds which are available and utilized for purchases of Common Stock during each Purchase Period are employee contributions made during the immediately preceding calendar quarter, augmented by the quarterly contributions of the Company or its participating subsidiaries, if such contributions are made in cash rather than shares of Common Stock. Such cash contributions by the Company or the participating subsidiaries will be credited to the account of each participating employee on or before the commencement date of the Purchase Period in an amount equal to 20% of the employee's contributions during the preceding calendar quarter. (b) The funds in each employee's account available for stock purchases at the commencement of each Purchase Period will be applied toward the purchase of the maximum 3 4 number of full shares of Company Common Stock which may be purchased with such funds. To the extent practical, purchases will be distributed evenly over the Purchase Period in order to avoid disrupting the orderly market for the shares of the Company's stock. The shares of Common Stock purchased may also include or consist entirely of, at the election of the Committee, either treasury shares or authorized but unissued shares of Common Stock of the Company. 4.2 PURCHASE PRICE. The prices at which issued and outstanding shares of Common Stock will be purchased will be the market prices during the Purchase Period, including all brokerage commissions, transfer fees and taxes and other expenses incurred in connection with the purchase of such shares. If issued and outstanding shares are so purchased, the number of shares allocated to each participating employee's account will be determined by dividing the amount of funds available for purchases of Common Stock in his or her account for the Purchase Period in question by the average per share price paid for all shares purchased during such Purchase Period. If treasury shares or authorized but unissued shares of Common Stock are purchased from the Company, in which event the Company will receive the entire purchase price paid for the shares without deduction for brokers commissions, the purchase price will be determined as follows: (i) During such time as the Common Stock is traded in the over-the-counter market, the price shall be the average of the mean between the closing bid and asked prices quoted in the Wall Street Journal or by the National Quotation Bureau for the calendar month immediately preceding the commencement date of the Purchase Period. (ii) During such time, if any, as the Common Stock is traded on a national securities exchange, the price shall be the average of the closing prices quoted on the exchange for the calendar month immediately preceding the commencement date of the Purchase Period. (iii) During such time as the Common Stock is not traded in the over-the-counter market or on a national securities exchange, the price shall be the fair market value of the Common Stock on the date preceding the commencement of the Purchase Period, as determined by the Board acting in its sole discretion. If the Committee elects to have the contributions of the Company and its participating subsidiaries made with treasury or authorized but unissued shares of Common Stock or shares of issued and outstanding Common Stock purchased by the Company, such contributions will be made, on a quarterly basis, during the last fifteen (15) days of each calendar quarter, in an amount equal to 20% of the shares purchased during the immediately preceding Purchase Period with employee contributions. No fractional shares shall be issued and cash, in lieu thereof, shall be contributed to the respective accounts of the participating employees. 4.3 SHARES HELD IN TRUST. The shares of Common Stock purchased for an employee's account and any shares contributed by the Company or its participating subsidiaries will be registered in the name of the Trustee and held in trust for the employee until the next succeeding 4 5 Stock Delivery Date (as hereinafter defined), when the shares will be issued in the name of the employee or his or her designee. During the period that any shares are held by the Trustee in trust, the employees shall be entitled to exercise all voting rights with respect to the shares allocated to their respective accounts and the Company shall cause to be delivered to such employees proxy and information statements and other reports furnished to its stockholders of record. 4.4 ISSUANCE OF CERTIFICATES/STATEMENTS OF ACCOUNT. Stock certificates representing the shares of Common Stock purchased during a Purchase Period and credited to each employee's account will be issued to such employee on or before the last business day of the calendar quarter in which the purchase of shares were made (the "Stock Delivery Dates"). Notwithstanding the foregoing, any employee may, by written notice delivered to the Company, request that his or her shares continue to be held in trust by the Trustee, in which case they shall not distributed to such employee until the Stock Delivery Date next succeeding the date he or she delivers a written notice to the Company requesting issuance of certificates for the shares credited to his or her account. An itemized statement of the employee's account shall be furnished to each employee as soon as practicable following the end of each calendar year. ARTICLE V ADMINISTRATION 5.1 PLAN ADMINISTRATION. The Plan is administered by the Committee, which is comprised of three directors of the Company, appointed by the Board. The address of the directors of the Company, including the members of the Committee, is the principal office of the Company, which is located at 17752 East Seventeenth Street, Tustin, California 92680, the telephone number is (714) 798-1100. Members of the Committee are not eligible to participate in the Plan. Members of the Committee do not receive any compensation for administering the Plan. All expenses incurred in connection with the administration of the Plan, including expenses and compensation of the Trustee, will be paid by the Company and the participating subsidiaries ratably in proportion to their respective contributions under the Plan. The trust agreement with the Trustee may be amended or terminated by the Board at any time and the Board may appoint a new trustee to serve at the pleasure of the Board. Such new trustee may be any entity deemed qualified by the Board, including the Company or any subsidiary. The administration, interpretation and application of the Plan by the Board or the Committee will be binding upon all employees. ARTICLE VI WITHDRAWAL 6.1 WITHDRAWAL OF PARTICIPATION. The employee's participation in the Plan will be terminated when the employee voluntarily elects to withdraw from the Plan or ceases to be an 5 6 employee of the Company or any subsidiary, whichever occurs first. An employee may elect to terminate his or her participation in the Plan by written notice to the Company or the subsidiary by which he or she is employed. If notice of termination is received by the Company or the participating subsidiary on or before the tenth (10th) day of any month, it will be given retroactive effect to the first day of such month; otherwise, such termination will be effective on the first day of the following month. 6.2 TERMINATION OF EMPLOYMENT. In the event of the termination of an employee's employment with the Company or a participating subsidiary, termination of such employee's participation in the Plan shall be effective on the date such employee ceases to be an employee of the Company or such participating subsidiary. 6.3 DISTRIBUTION OF ACCOUNT. If an employee's participation is terminated for any reason, all funds in an employee's account not previously utilized for the purchase of shares of Company Common Stock will be distributed to him or her promptly after the effective date of such termination, and all shares of Common Stock in or purchased for the employee's account will be distributed on the first Stock Delivery Date following such termination. 6.4 ELIGIBILITY. An employee whose participation in the Plan is terminated, voluntarily or otherwise, will not be eligible to participate again until the beginning of any subsequent calendar quarter. The Company, in its sole discretion, has reserved the right to make such provisions as it deems desirable regarding the effect of approved leaves of absence for participating employees on the eligibility of such employees to remain in or resume participation in the Plan. ARTICLE VII COMMON STOCK SUBJECT TO THE PLAN 7.1 LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of the Company's Common Stock that shall be made available for sale under the Plan shall be 80,938 shares, subject to adjustment under Section 7.5 below. In the event the total number of shares of Common Stock of the Company that would otherwise be issuable pursuant to the Plan exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available in as uniform and equitable manner as is practicable. In such event, the Company shall give written notice of such reduction of the number of shares to each participant affected thereby and any unused payroll deductions and employer contributions shall be returned to such participant if necessary. 7.2 VOTING COMPANY STOCK. Each participant will have the right to vote the shares purchased for his or her account on all matters on which record holders of Common Stock of the Company are entitled to vote. 7.3 DIVIDENDS. Participants will be entitled to cash and stock dividends on shares in their accounts when, as, and if declared by the Board and paid by the Company. The cash or shares of Common Stock comprising such dividends, if any, will be added to the funds or shares of Common Stock, as the case may be, in the accounts and will be available for purchase of shares in the calendar quarter immediately following the payment of the cash dividend. 6 7 7.4 REGISTRATION OF COMPANY STOCK. Shares to be delivered to a participant under the Plan will be registered in the name of the participant unless designated otherwise in writing by the participant. 7.5 CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required action by the stockholders of the Company, the shares of the Company's Common Stock which are available for purchase under the Plan and which have not yet been purchased, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Company Stock resulting from a stock split, stock dividend, spin-off, reorganization, recapitalization, merger, consolidation, exchange of shares or the like. Such adjustment shall be made by the Board of Directors of the Company, whose determination in that respect shall be final, binding and conclusive. No provision will be made for, or in lieu of, fractional shares. Except as expressly provided herein, no sale or issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares of Company Common Stock subject to any right of purchase granted hereunder. 7.6 MERGER OF COMPANY. In the event that the Company at any time proposes to merge into, consolidate with or enter into any other reorganization pursuant to which the Company is not the surviving entity (including the sale of substantially all of its assets or a "reverse" merger in which the Company is the surviving entity or as a result of which the persons who were shareholders of the Company immediately prior to such transaction will not own more than 50% of the voting stock of either the Company or any corporation that, as a result of the transaction, becomes the owner of more than 50% of the voting stock of the Company), the Plan shall terminate, unless provision is made in writing in connection with such transaction for the continuance of the Plan and for the assumption of rights theretofore granted, or the substitution for such rights of new rights covering the shares of a successor corporation or of the parent company thereof, with appropriate adjustments as to number and kind of shares and prices, in which event the Plan and the rights theretofore granted or the new rights substituted therefor, shall continue in the manner and under the terms so provided. If such provision is not made in such transaction for the continuance of the Plan and the assumption of rights theretofore granted, or the substitution for such rights of new rights covering the shares of a successor corporation or of the parent company thereof, then the Board of Directors or the Committee shall cause written notice of the proposed transaction to be given to the persons holding rights not less than 10 days prior to the anticipated effective date of the proposed transaction, and, concurrent with the effective date of the proposed transaction, shares available for purchase during that Purchase Period which have not yet been purchased shall be purchased or issued by the Company on such effective date unless a participant withdraws from the Plan as provided in Section 6.1. ARTICLE VIII MISCELLANEOUS MATTERS 8.1 AMENDMENT AND TERMINATION OF THE PLAN. (a) The Company reserves the sole and exclusive right, as to its employees or the employees of its participating subsidiaries or both, to terminate the Plan at any time in its entirety, or to modify the Plan from time to time, by resolution of the Board. 7 8 (b) Any participating subsidiary may withdraw from the Plan at any time by resolution of its board of directors. The Company will promptly give notice of any such termination to the employees affected, and will distribute to such employees the shares and funds remaining in their accounts in the manner specified above for voluntary terminations of participation. 8.2 BENEFITS NOT ALIENABLE. Except as set forth in Section 2.2, benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any attempt to assign, transfer, pledge or otherwise dispose of any such benefits shall be without effect, except that the Company may treat such act as an election to withdraw funds in accordance with Article VI. 8.3 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company or any participating subsidiary and any employee or to be consideration for, or an inducement to, or a condition of, the employment of any employee. Nothing contained in the Plan shall be deemed to give the right to any employee to be retained in the employ of the Company or any participating subsidiary or to interfere with the right of the Company or any participating subsidiary to discharge any employee at any time. 8.4 GOVERNING LAW. To the extent not preempted by federal law, all legal questions pertaining to the Plan shall be determined in accordance with the laws of the State of California. 8.5 COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the Plan, the Committee shall administer the Plan in such a way to ensure that the Plan at all times complies with any requirements of Federal Securities Laws. For example, affiliates may be required to make irrevocable elections in accordance with the rules set forth under Section 16b-3 of the Securities Exchange Act of 1934. IN WITNESS WHEREOF, the undersigned has caused this instrument to become effective as of December 20, 1995. ELDORADO BANCORP By: Elaine Crouch Its: Vice President 8 EX-5 3 OPINION OF STRADLING, YOCCA, CARLSON & RAUTH 1 EXHIBIT 5 [STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD] January 5, 1996 Eldorado Bancorp 17752 East 17th Street Tustin, California 92680 Re: Registration Statement on Form S-8 for the Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan Gentlemen: We have acted as counsel to Eldorado Bancorp, a California corporation (the "Company"), with respect to the proposed offering of up to 50,000 shares of the Company's common stock, without par value (the "Shares"), to be issued under the Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan (the "Purchase Plan"). The Shares will be offered by the Company pursuant to the Company's Registration Statement on Form S-8 (the "Registration Statement"). As such counsel, we have made such legal and factual examinations and inquiries as we deemed advisable under the circumstances for the purposes of rendering this opinion and, in the course thereof, we have obtained from public officials and from officers and other representatives of the Company such assurances as to factual matters as we considered necessary. On the basis of the foregoing examinations and inquiries and in reliance thereon, we are of the opinion that the Shares to be issued under the Purchase Plan have been duly authorized and, upon the issuance and delivery thereof, and payment therefor, in accordance with the terms of the Purchase Plan, such Shares will be validly issued, fully paid and nonassessable. We consent to your filing of this opinion as an exhibit to the Registration Statement. Very truly yours, STRADLING, YOCCA, CARLSON & RAUTH EX-23.2 4 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Eldorado Bancorp: We consent to incorporation by reference in the registration statement on Form S-8 of Eldorado Bancorp relating to its Amended and Restated Employee Stock Purchase Plan of our report dated January 25, 1995, relating to the consolidated balance sheets of Eldorado Bancorp and subsidiary (the "Company") as of December 31, 1994 and 1993, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, which report appears in the December 31, 1994 annual report on Form 10-K of Eldorado Bancorp. Our report on the consolidated financial statements of the Company, dated January 25, 1995, contains an explanatory paragraph that states that the Company changed its method of accounting for investments in debt and equity securities to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," in 1994. KPMG PEAT MARWICK LLP Orange County, California January 4, 1996 EX-23.3 5 CONSENT OF DAYTON & ASSOCIATES 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to incorporation by reference in the Registration Statement on Form S-8 of Eldorado Bancorp ("Eldorado") relating to its Amended and Restated Employee Stock Purchase Plan of our Independent Auditor's Report dated January 13, 1995 relating to the consolidated financial statements of Mariners Bancorp ("Mariners") and Subsidiary appearing on page F-28 of the Joint Proxy Statement/Prospectus dated September 12, 1995, of Eldorado and Mariners for the Special Meetings of Shareholders of Eldorado and Mariners held on October 11, 1995, which Report is incorporated by reference in Eldorado's Current Report on Form 8-K dated October 20, 1995. DAYTON & ASSOCIATES January 5, 1996 Laguna Hills, California -----END PRIVACY-ENHANCED MESSAGE-----