-----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, CEiWLcx2iHpY6LlEBz7MAoeajuKMOLBjtP/dy6MXKMuN1ol34/Y6KCn28yFJenlN bnqE9uc/rbY5Nn2DqOvDbw== 0000891020-00-000117.txt : 20000203 0000891020-00-000117.hdr.sgml : 20000203 ACCESSION NUMBER: 0000891020-00-000117 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000202 EFFECTIVENESS DATE: 20000202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCORPORATION CENTRAL INDEX KEY: 0000726990 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911259511 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-95989 FILM NUMBER: 520440 BUSINESS ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 BUSINESS PHONE: 5094676949 MAIL ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218-1200 S-8 1 FORM S-8 REGISTRATON STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2000 REGISTRATION NO. 333-_____ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM S-8 REGISTRATION UNDER THE SECURITIES ACT OF 1933 UNITED SECURITY BANCORPORATION (Exact name of registrant as specified in its charter) WASHINGTON 91-1259511 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 9506 NORTH NEWPORT HIGHWAY, SPOKANE, WASHINGTON 99218-1200 (Address of Principal Executive Offices) (Zip Code) BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN (Full title of plan) Please send copies of all communications to: RICHARD C. EMERY STEPHEN M. KLEIN United Security Bancorporation Graham & Dunn PC 9506 North Newport Highway 1420 Fifth Avenue, 33rd Floor Spokane, WA 99218-1200 Seattle, WA 98101 (360) 679-4181 (206) 624-8300 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be to be price offering registration registered registered per share (1) price (1) fee - ---------- ----------- ------------- --------- --- Common shares, 108,878(2) $12.75 $1,388,194 $366.48 no par value - ---------------------------------------------------------------------------------------------
Notes: 1. Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) under the Securities Act of 1933, as amended ("Securities Act"), the price per share is estimated to be $12.75 based upon the average of the high ($12.75) and the low ($12.75) trading prices of the common stock, no par value per share ("Common Stock") of United Security Bancorporation (the "Registrant") as reported on the Nasdaq Stock Market on February 1, 2000. 2. Shares of Registrant's Common Stock issuable upon exercise of options outstanding under the Bancwest Financial Corporation Stock Option Plan for Outside Directors and the Bancwest Financial Corporation Stock Option Plan (collectively, the "Plans"), together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance under the Plans as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common Stock, as provided in Rule 416(a) under the Securities Act. 1 2 PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The documents listed below are incorporated by reference in the Registration Statement. In addition, all documents subsequently filed by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed pursuant to Section 13(a) or 15(d) of the Exchange Act, which contains audited financial statements for the most recent fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above. (c) The description of the Common Shares contained in the Registrant's Prospectus/Joint Proxy Statement dated December 30, 1998 and included in the Registrant's Registration Statement on Form S-4 (Registration No. 333-68931), including any amendments or reports filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the shares offered pursuant to the Plan will be passed upon by Graham & Dunn PC, 1420 Fifth Avenue, 33rd Floor, Seattle, Washington 98101. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 23B.08.500 through 23B.08.600 RCW contain specific provisions relating to indemnification of directors and officers of Washington corporations. In general, the statute provides that (i) a corporation must indemnify a director or officer who is wholly successful in his defense of a proceeding to which he is a party because of his status as such, unless limited by the articles of incorporation, and (ii) a corporation may indemnify a director or officer if he is not wholly successful in such defense, if it is determined as provided in the statute that the director meets a certain standard of conduct, provided when a director is liable to the corporation, the corporation may not indemnify him. The statute also permits a director or officer of a corporation who is a party to a proceeding to apply to the courts for indemnification or advance of expenses, unless the articles of incorporation provide otherwise, and the court may order 2 3 indemnification or advance of expenses under certain circumstances set forth in the statute. The statute further provides that a corporation may in its articles of incorporation or bylaws or by resolution provide indemnification in addition to that provided by the statute, subject to certain conditions set forth in the statute. Pursuant to United Security Bancorporation's ("USBN") Bylaws, USBN will indemnify the officers, directors and employees of USBN with respect to expenses, settlements, judgments, and fines in suits in which such person has been made a party by reason of the fact that he or she is or was an officer, director or employee of USBN. No such indemnification may be given if the acts or omissions of the person are adjudged to have been taken (or failed to have been taken) in negligence or bad faith. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS.
Exhibit Number Description ------ ----------- 5.1 Opinion of Graham & Dunn PC, Registrant's legal counsel, regarding legality of the Common Stock being registered. 23.1 Consent of Graham & Dunn PC. 23.2 Consent of Moss Adams LLP. 24.1 Powers of Attorney (see the Signature Page and certified resolutions of the Registrant's Board of Directors). 99.1 Bancwest Financial Corporation Stock Option Plan for Outside Directors. 99.2 Bancwest Financial Corporation Stock Option Plan. 99.3 Agreement and Plan of Merger among Registrant and BFC and Bank of the West, dated as of November 10, 1998(1).
(1) Incorporated by reference from Exhibit 2.1 to Registrant's Registration Statement on Form S-4 (Registration No. 333-68931) declared effective on December 28, 1998. ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; 3 4 (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act 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 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, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to 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. C. 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 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 of controlling person 4 5 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. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Spokane, State of Washington, on the 18th day of January, 2000. UNITED SECURITY BANCORPORATION By: s/ Richard C. Emery ------------------------------------- Richard C. Emery President and Chief Executive Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes and appoints Richard C. Emery and Chad Galloway, and each of them, with full power of substitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead, and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated, on the 18th day of January, 2000.
Signature Title --------- ----- /s/ Richard C. Emery President, Chief Executive Officer and Director - ------------------------------------ (Principal Executive Officer) Richard C. Emery /s/ Chad Galloway Vice President and Chief Financial Officer - ------------------------------------ (Principal Financial Officer) Chad Galloway /s/ Keith P. Sattler Chairman of the Board - ------------------------------------ Keith P. Sattler
6 7
Signature Title --------- ----- /s/ David C. Blankenship Director - ------------------------------------ David C. Blankenship /s/ Wesley E. Colley Director - ------------------------------------ Wesley E. Colley /s/ Rand Elliott Director - ------------------------------------ Rand Elliott /s/ David E. Frame Director - ------------------------------------ David E. Frame /s/ Robert J. Gardner Director - ------------------------------------ Robert J. Gardner /s/ Robert L. Golob Director - ------------------------------------ Robert L. Golob /s/ Norman V. McKibben Director - ------------------------------------ Norman V. McKibben /s/ Buddy R. Sampson Director - ------------------------------------ Buddy R. Sampson /s/ Dann Simpson Director - ------------------------------------ Dann Simpson /s/ Don Swartz Director - ------------------------------------ Don Swartz /s/ Ronald Wachter Director - ------------------------------------ Ronald Wachter
7 8 INDEX OF EXHIBITS
Exhibit Number Description ------ ----------- 5.1 Opinion of Graham & Dunn PC, Registrant's legal counsel, regarding legality of the Common Stock being registered. 23.1 Consent of Graham & Dunn PC (included as part of the legal opinion filed as Exhibit 5.1). 23.2 Consent of Moss Adams LLP. 24.1 Powers of Attorney (see the Signature Page and certified resolutions of the Registrant's Board of Directors). 99.1 Bancwest Financial Corporation Stock Option Plan for Outside Directors. 99.2 Bancwest Financial Corporation Stock Option Plan. 99.3 Agreement and Plan of Merger among Registrant and BFC and Bank of the West, dated as of November 10, 1998(1).
(1) Incorporated by reference from Exhibit 2.1 to Registrant's Registration Statement on Form S-4 (Registration No. 333-68931) declared effective on December 28, 1998. 8 EX-5.1 2 OPINION OF GRAHAM & DUNN PC 1 EXHIBIT 5.1 February 1, 2000 The Board of Directors United Security Bancorporation 9506 North Newport Highway Spokane, Washington 99218-1200 RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED Ladies and Gentlemen: We have acted as counsel to you in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), which you are filing with the Securities and Exchange Commission (the "Commission") with respect to up to 108,878 shares of common stock, no par value per share (the "Shares"), of United Security Bancorporation, a Washington corporation ("USBN") authorized for issuance under the Bancwest Financial Corporation Stock Option Plan for Outside Directors - 1997 and the Bancwest Financial Corporation Stock Option Plan - 1997 (collectively, the "Plans"). In connection with the Shares that will be issued under the Plans, we have examined the following: (i) the Plans, which are filed as Exhibits 99.1 and 99.2, respectively, to the Registration Statement; (ii) the Registration Statement, including the remainder of the exhibits; (iii) the Agreement and Plan of Merger among USBN, Bancwest Financial Corporation, and Bank of the West, dated as of November 10, 1998 (the "Merger Agreement"); and (iv) such other documents as we have deemed necessary to form the opinions hereinafter expressed. As to various questions of fact material to such opinions, where relevant facts were not independently established, we have relied upon statements of officers of USBN. Our opinion assumes that the Shares are issued in accordance with the terms of the Plans and the Merger Agreement after the Registration Statement has become effective under the Act. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and that, upon the due execution by USBN and the registration by its registrar of the Shares, issuance by USBN and receipt of the consideration for the Shares, consistent with the terms of the Plans and the Merger Agreement, the Shares will be validly issued, fully paid, and nonassessable. 2 United Security Bancorporation February 1, 2000 Page 2 We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. This consent shall not be construed to cause us to be in the category of persons whose consent is required to be filed pursuant to Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, GRAHAM & DUNN /s/ Graham & Dunn EX-23.2 3 CONSENT OF MOSS ADAMS LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated January 28, 1999 included in United Security Bancorporation's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ Moss Adam LLP Everett, Washington February 1, 2000 EX-24.1 4 POWERS OF ATTORNEY 1 EXHIBIT 24.1 SECRETARY'S CERTIFICATE UNITED SECURITY BANCORPORATION I certify that I am the Secretary of United Security Bancorporation ("USBN"), located in Spokane, Washington, and that I have been duly elected and am presently serving in that capacity in accordance with the Bylaws of USBN. I further certify that: Attached as Exhibit A is a full, true and correct copy of resolutions passed and adopted by a majority of the Board of Directors of USBN at a meeting of the Board duly held and convened on January 17, 2000. The attached resolutions are in full force and effect and have not been revoked or rescinded as of the date hereof. IN WITNESS WHEREOF, I have affixed my signature as of this 26th day of January 2000. /s/ Jacqueline Barnard ---------------------------------------- Jacqueline Barnard, Secretary 2 EXHIBIT A PROPOSED RESOLUTIONS OF THE BOARD OF DIRECTORS OF UNITED SECURITY BANCORPORATION (FOR MEETING OF JANUARY 17, 2000) RECITALS (BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS AND BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN) 1. On February 1, 1999, Bancwest Financial Corporation, a Washington corporation and bank holding company ("BFC"), merged with and into United Security Bancorporation ("USBN"), under the terms of an Agreement and Plan of Merger (the "Merger Agreement") among USBN, BFC and Bank of the West, dated as of November 10, 1998. 2. On the effective date of the merger (February 1, 1999), a total of 9,936 shares of BFC common stock, no par value per share, were subject to outstanding options under the Bancwest Financial Corporation Stock Option Plan for Outside Directors (the "BFC Director Plan") and a total of 10,957 shares of BFC common stock were subject to outstanding options under the Bancwest Financial Corporation Stock Option Plan (the "BFC Officer Plan"). The BFC Director Plan and the BFC Officer Plan are referred to collectively as the "BFC Plans". 3. Pursuant to Section 2.8 of the Merger Agreement, all 20,893 (or 22,982 adjusted to reflect the 10% stock dividend) shares of BFC common stock subject to unexercised options at the effective time of the merger were automatically converted into options to purchase shares of up to 98,977 (or 108,878 adjusted to reflect the 10% stock dividend), of USBN common stock, no par value per share, based on the merger exchange ratio of 4.7373 shares of USBN common stock for each share of BFC common stock. No further options will be granted under the BFC Plans. 4. USBN now wishes to register the shares of common stock issuable upon exercise of outstanding options under the BFC Plans with the Securities and Exchange Commission (the "SEC"), and to comply with applicable state blue sky laws. The Board of Directors has reviewed the draft registration statement on Form S-8 ("Registration Statement") presented at this meeting and attached as Exhibit A to these Resolutions, and deems it appropriate and in the best interests of USBN to take the actions necessary to register the shares of USBN common stock required to satisfy all converted BFC options originally issuable under the BFC Plans, and to comply with all state blue sky laws applicable to the BFC Plans. 1 3 RESOLUTIONS [SEC REGISTRATION AND BLUE SKY FILINGS] 1. The proper officers of USBN, with the assistance of counsel, are hereby authorized to execute and file with the SEC, and any applicable state securities authorities, the Registration Statement and any necessary amendments thereto, in substantially the form presented at this meeting, to cause the shares of USBN common stock issuable pursuant to the BFC Plans to be properly registered or otherwise exempt from registration. [ADDITIONAL LISTING APPLICATION] 2. The Proper Officers of USBN, with the assistance of counsel, are authorized to execute and file with The Nasdaq National Market, Inc. ("Nasdaq") a Notification Form for Listing of Additional Shares ("Notification") and such other documents, and any necessary amendments thereto, and to take any and all actions as they deem necessary or appropriate to effect the additional listing of the shares with Nasdaq in connection with the issuance of shares pursuant to the BFC Plans, including the payment of such filing fees as may be deemed payable for the filing of the Notification. [POWER OF ATTORNEY] 3. The proper officers of USBN are hereby authorized to execute a Power of Attorney for the Registration Statement appointing Richard C. Emery and Chad Galloway, and each of them, to sign the Registration Statement and all amendments and related documents on behalf of USBN, and to file the same with the SEC. [GENERAL] 4. The proper officers of USBN are hereby authorized and directed to do and perform all such other acts and things, to pay all necessary fees, to sign all such documents and certificates and to take such other steps as may be necessary, advisable, convenient or proper to carry out the full intent of the foregoing Resolutions, and to comply fully with all applicable rules and regulations. 5. For purposes of the foregoing Resolutions, the proper officers of USBN are Richard C. Emery and Chad Galloway, each with full power to act alone. 2 EX-99.1 5 BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN 1 EXHIBIT 99.1 BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN FOR OUTSIDE DIRECTORS 1997 1. PURPOSE The purpose of the BancWest Financial Corporation, (the "Company") non-qualified Stock Option Plan Outside Directors, (the "Directors' Option Plan"), is to promote the growth and profitability of the Company, by placing Director in the same position as the shareholders to whom they are responsible, to provide outside directors of the Company with an incentive to achieve long term objectives of the Company, to attract and retain non-employee directors of outstanding competence and to encourage outside directors to acquire an equity investment interest in the Company, thereby increasing share value for the shareholders. 2. RESERVED SHARES (a) There shall be reserved and maintained an original amount of 36,000 shares of the common stock ("Common Stock") of BancWest Financial Corp. for the use and sale, pursuant to options granted from time to time, under the Directors Option Plan, subject to adjustment pursuant to Section 4 herein. The Board of Directors by a majority vote, shall determine to whom, and the number of share options to be granted from time to time, of the shares reserved for this purpose, subject to adjustment pursuant to Section 4 herein. The term "Outside Director", for purposes of this Director's Option Plan, shall mean a member of the Board of Directors, including Directors of Emeritus of the Company, not also serving as an employee of the Company. Each outside director who is serving in such capacity, on the date of such grant, may be eligible to be granted a stock option to purchase share of the Common Stock. The purchase price per share of the Common Stock deliverable upon the exercise of each non-qualified stock option shall be the fair market value of the Common Stock of the Company on the date of the grant of the option. (b) Fair Market Value: For the purposes of the Directors' Option Plan, Fair Market Value, means, when used in connection with the Common Stock on a certain date, not less than the average of the shares sold, issued or traded by and between stockholders or between stockholders and the Company within the preceding four month period as recorded in the Company's stock record. If no shares have been sold, issued or trade within the preceding four month period or if the sale price is not available, then the price shall be prudently determined by the Board of Directors after consideration to the most recent sale price which is available, adjusted changes and conditions of the Company since the most recent sale price. 1 2 3. TERMS AND CONDITIONS (a) Option Agreement. Each option shall be evidenced by a written option agreement between the Company and the Outside Director specifying the number of shares of Common Stock that may be acquired through its exercise and containing such other terms and conditions which are not inconsistent with the terms of this Directors' Option Plan. A copy of this Directors' Option Plan shall be attached to and be a part of each option Agreement. (b) Termination of Option. Each Option shall expire upon the earlier of: (i) sixty (60) months following the date of the grant, or (ii) ninety (90) days following the date on which the Outside Director ceases to serve in such capacity for any reason other than death. If the Outside Director dies before fully exercising any portion of an option then exercisable, such option my be exercised by such Outside Director's personal representative(s), heir(s) or devisee(s) at any time within one year following his or her death; provided, however, that in no event shall the option be exercisable more than sixty (60) months after, the date of its grant. (c) Manner of Exercise. The option may be exercised from time to time, in whole or in part, by delivering a written notice of exercise to the Chief Executive Officer of the Company. Such notice is irrevocable and must be accompanied by full payment of the purchase price in cash or shares of previously acquired Common Stock of the Company at the Fair Market Value of such shares. If previously acquired shares of Common Stock are tendered in payment for all or part of the exercise price, the Fair Market Value of such shares shall be determined as of the date of such exercise, by the manner described in Paragraph 2(b) hereof. (d) Transferability. Each option granted hereby may be exercised only by the Outside Director to whom it is issued or in the event of the Outside Director's death, his or her personal representative(s), heir(s) or devisee(s) pursuant to the terms of Section 3(b) hereof. (e) Optionee Shareholder Rights. The optionee shall have to rights as a shareholder, with respect to an option granted, for shares of Common Stock of the Company until the date optionee exercises such option. 4. COMMON STOCK SUBJECT TO DIRECTOR'S OPTION PLAN The shares which shall be issued and delivered upon exercise of options granted under this Directors' Option Plan may be either authorized and unissued shares of Common Stock or authorized and issued shares of Common Stock held by the Company as treasury stock. The number of shares of Common Stock reserved for issuance under the Directors' Option Plan shall be subject adjustments pursuant to this section 4. Any shares of Common Stock subject to an option which for any reason either terminates unexercised or expires, shall again be available for issuance under the Directors' Option Plan. In the event of any change or changes in the outstanding Common Stock of the Company by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, 2 3 split-up or any similar transaction, then the number of shares of Common Stock reserved for issuance under this Directors' Option Plan, the number of shares of Common Stock subject to options granted under this Directors' Option Plan, and the option price of such option, shall be automatically adjusted to prevent dilution of enlargement of the shares reserved for issuance and of the rights granted to an Outside Director under the Directors' Option Plan. Subject to any required action by the stockholders, if the Company shall be the surviving or resulting corporation in any merger or consolidation, then any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the option would have been entitled. If a controlling interest in the Company's shares shall be purchased by another entity or in the event of any merger or consolidation such that the Company shall not be the surviving or resulting corporation after said merger, the optionee hereunder shall have the right to exercise each and every option granted prior the effective date of such sale or merger unless the surviving or resulting corporation has adopted a resolution ratified by its shareholders that said surviving entity shall honor the terms of the Stock Option Agreement as if the Company had been the surviving or resulting corporation. 5. SHAREHOLDER APPROVAL The Directors' Option Plan shall be adopted by the Board of Directors and any options granted thereafter shall become exercisable only upon approval of the Directors' Option Plan by a majority of the shares represented in person or by proxy at a duly called meeting of the shareholders. In no event shall options granted be exercisable prior to such approval of this Directors' Option Plan by a majority of the shares represented in person or by proxy at a meeting of shareholders. 6. AMENDMENTS The Board may from time to time amend, alter, suspend, or discontinue the Directors' Option Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board without approval by a vote or a majority of the shares of capital stock of the Company shall alter provisions of the Plan so as to: (a) increase the number of shares as to which options may be granted under the Plan; (b) change the minimum option price from the terms outlined under Section 2 hereof; (c) decrease directly, or indirectly by cancellation and substitution of options or otherwise, the option price applicable to any option granted under the Plan, of an additional option under the plan; and (d) alter any outstanding option agreement to the detriment of the Optionee without the expressed consent of the optionee. Nothing in this section is intended to prevent the granting to any person holding an option under this Directors' Option Plan of an additional option under the Plan. 3 4 7. ADMINISTRATION The Directors' Option Plan shall be administered under the direction of the Chief Executive Officer of the Company. The administrator of the Plan shall notify the Optionee, in writing, thirty (30) days in advance of the expiration date of any option granted. 8. USE OF PROCEEDS The proceeds from the sale of Common Stock pursuant to the exercise of options will be used for the Corporation's general corporate purposes, appropriately allocated. Adopted this __ day of __________________________. - ---------------------------------------- Wes Colley, Chairman of the Board - ---------------------------------------- Mark Graves, Secretary of the Board APPROVED, this __ day of ______________________, by a majority vote of the shares of capital stock of BANCWEST FINANCIAL CORPORATION at a regular meeting of the Stockholders. Number of shares voting "FOR" approval ------------------- Number of shares voting "AGAINST" approval ------------------- Number of shares outstanding and issued ------------------- - ---------------------------------------- Wes Colley, Chairman of the Board - ---------------------------------------- Mark Graves, Secretary of the Board 4 EX-99.2 6 BANCWEST FINANCIAL CORPORATON STOCK OPTION PLAN 1 EXHIBIT 99.2 BANCWEST FINANCIAL CORPORATION STOCK OPTION PLAN - 1997 SECTION 1 PURPOSE: The purpose of this Stock Option Plan (the Plan) is to provide a means whereby certain key employees of Bancwest Financial Corporation (the Bank) may be given an opportunity to purchase Common Stock of the holding company. The Plan is intended to advance the interests of the Bank of encouraging stock ownership on the part of key employees, by enabling the Bank to secure and retain the services of highly qualified persons and by providing such key employees with an additional incentive to make every effort to enhance the success of the Bank. SECTION II STOCK SUBJECT TO OPTION: There shall be reserved for use and sale pursuant to options granted from time to time under the Plan an aggregate of 36,000 shares of common stock (hereinafter called the "common stock" of the company). The Board of Directors shall determine from year to year the number of share options which shall be granted to key employees. The shares for which options may be granted may be treasury or authorized but unissued shares of common stock of the Bank. The number of shares committed pursuant to the terms of this Plan shall be subject to an adjustment under Section IV(g) hereof. SECTION III PARTICIPANTS: Persons eligible to be granted options under the Plan shall be limited to key employees of the Bank. To be eligible to be granted options an individual shall be a full time employee. Because the intent of this Plan is to get Bank stock into the hands of key, younger employees, an individual will not be eligible to accept an option after the end of the calendar year in which he attains the age of 60 years. SECTION IV TERMS AND CONDITIONS OF OPTION: (a) OPTION PRICE: The option price under each option issued shall be determined by the administrative committee as referenced hereafter, but in no event shall such purchase price be less than 100% of the fair market value of the bank's common stock on the date of the grant. The term "fair market value" shall be defined as the price at which shares of common stock were traded in the most recent sale between non-officer shareholders in an arms-length sales transaction. If there have been no sales within the preceding six months from the date the option is granted, then the administrative committee shall determine the price based upon the most recent sale prior to the six month period and shall adjust that price because of 1 2 changes in the financial condition and a fair estimation as to the effect of such change on the value of the stock. (b) TERM OF OPTION: (1) Each option granted under this Plan shall become exercisable only after five years continued employment of the optionee with the Bank immediately following the date the option is granted. The options granted herein shall be exercisable in full at the end of five years for a 90 day period. If the option is not exercised during the 90 days period following the expiration of the five year period of employment from the date of the grant of the option, said option shall expire and have no further value. No option may be exercised unless the optionee, at the time of such exercise, is an employee of the Bank and shall have been continuously so employed since the grant of the option. Absence or leave approved by the management of the Bank shall not be considered an interruption of employment for any purpose under the Plan. Furthermore, in the event of death of the employee, said employee's estate or beneficiaries shall have a period of 90 days from said optionee's death to exercise any valid options held by the deceased optionee at the time of death. At the expiration of the 90 days period from the date of death, any options not exercised will expire and have no further value. In the event an employee who holds options under this Plan becomes permanently disabled, said optionee's rights hereunder shall continue as if said employee was continually employed by the Bank and said optionee shall have the right to exercise such options at the expiration of the term as defined in this paragraph above. (c) EXERCISE OF THE OPTION: The option, or any part thereof, shall be exercised to the President of the Bank, specifying the number of whole shares to be purchased and accompanied by payment in full of the aggregate option price of the number of shares purchased. (d) MANNER OF EXERCISE: At such time as an option is validly exercised and the Bank has received payment in full in legal United States tender for all shares optioned, the Bank shall, transfer or issue to the optionee at the principal office of the Bank, or such other place as is mutually acceptable, a certificate or certificates for such shares. (e) NON-ASSIGNABILITY OF OPTION RIGHTS: No option shall be assignable or transferable. (f) TERMINATION OF EMPLOYMENT: On the termination of the active employment of the optionee prior to the expiration of the ???? year term of this option, all rights of optionee shall terminate unless said employee has terminated by reason of death or permanent disability, in which case said employees rights shall continue as provided above. (g) ADJUSTMENTS OF CHANGES IN STOCK. The aggregate number of shares of common stock on which options may be granted to persons participating under the Plan; the aggregate number of shares of common stock on which options may be granted to one persons, the number of shares thereof covered by each outstanding option, and the price per share thereof (subject to Section IV(a) above) in each such option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock of the Bank resulting from 2 3 the subdivision or consolidation of shares or other capital adjustments, or the payment of a stock dividend, or other increase or decrease in such shares, effected without receipt of consideration by the Bank. Subject to any required action by the stockholders, if the Bank shall be the surviving or resulting corporation in any merger or consolidation, any option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of common stock subject to the option would have been entitled. If a controlling interest in the Bank's shares shall be purchased by another banking entity or in the event of any merger or consolidation such that the Bank shall not be the surviving or resulting corporation after said merger, the optionee hereunder shall have the right to exercise each and every option granted prior to the effective date of such sale or merger. (h) AGREEMENTS BY KEY EMPLOYEES: Each individual shall agree: (1) If requested by the Bank at the time of exercise of any option, to execute an agreement stating that he/she is purchasing the shares subject to the option for investment and without any present intention of selling the same; (2) That he/she will not in any way assign, pledge or encumber his/her option. (i) RIGHTS AS A SHAREHOLDER: The optionee shall have no rights as a shareholder with respect to any shares of common stock of the Bank until the date of issuance of a stock certificate to him/her for such share. No adjustment shall be made or dividends or other rights for which the record date is prior to the date of such issuance. SECTION V ADMINISTRATION: The plan shall be administered by the Board of Directors. The Board shall make recommendations to the Board with respect to persons who shall participate in the Plan, the extent of their participation, and (in keeping with language in Section II) the maximum number of shares that should be committed to options in each calendar year. The interpretation and construction by the Board of any provisions of the Plan or any option granted under it and any determination by the Board pursuant to any provision of the Plan of any such option shall be final and conclusive. No member of the Board shall be liable for any action or determination made hereunder. SECTION VI EFFECTIVE DATE: Subject to any necessary approval by Supervisor of Banking of the State of Washington, the Plan becomes effective upon approval by the Board of the Bank and adoption of the Plan and related matter by the holders of two-thirds (2/3) of the outstanding shares of common stock at a duly called meeting of shareholders. 3 4 SECTION VII AMENDMENTS: The Board may from time to time alter, amend, suspend, or discontinue the Plan or alter or amend any and all option agreements granted thereunder; provided, however, that no such action of the Board without the approval of two-thirds (2/3) of the shareholders of capital stock of the Bank shall alter provisions of the Plan so as to (a) increase the maximum number of shares as to which options may be granted under the Plan; (b) change the minimum option price from the terms as outlined under Section IV (a); (c) decrease directly, or indirectly by cancellation and substitution of options or otherwise, the option price applicable to any option granted under the Plan, of an additional option under the Plan; (d) withdraw the administration of the Plan from the Committee; (e) permit any member of the committee to be eligible to receiver hold an option under the Plan; and (f) alter any outstanding option agreement to the detriment of the optionee without the expressed consent of the optionee. Nothing in this section is intended to prevent the granting to any person holding an option under this Plan of an additional option under the Plan. SECTION VIII USE OF PROCEEDS: The proceeds from the sale of common stock pursuant to the exercise of options will be used for the Bank's general corporate purposes, appropriately allocated to Capital and Surplus Accounts. BANCWEST FINANCIAL CORPORATION By -------------------------------------- Chairman of the Board 4 -----END PRIVACY-ENHANCED MESSAGE-----