-----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, MGSEbn0qqgaOfyUmVwsJcYEvuw9Rn0qMr2oslEla40rJg7A55pSCS9Jok3j8Yjyh OlD7AQO3Je5ElW87EOF3DA== 0001047469-99-035974.txt : 19990917 0001047469-99-035974.hdr.sgml : 19990917 ACCESSION NUMBER: 0001047469-99-035974 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990916 EFFECTIVENESS DATE: 19990916 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATHAY BANCORP INC CENTRAL INDEX KEY: 0000861842 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 954274680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-87225 FILM NUMBER: 99712670 BUSINESS ADDRESS: STREET 1: 777 N BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 BUSINESS PHONE: 2136254700 MAIL ADDRESS: STREET 1: 777 NORTH BROADWAY CITY: LOS ANGELES STATE: CA ZIP: 90012 S-8 1 S-8 As filed with the Securities and Exchange Commission on September 16, 1999 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ CATHAY BANCORP, INC. (Exact name of registrant as specified in its charter) DELAWARE 95-4274680 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 777 NORTH BROADWAY LOS ANGELES, CALIFORNIA 90012 (Address of principal executive offices) (Zip code) CATHAY BANCORP, INC. EQUITY INCENTIVE PLAN (Full title of plan) --------------------------------- MR. DUNSON K. CHENG CHAIRMAN AND PRESIDENT CATHAY BANCORP, INC. 777 NORTH BROADWAY LOS ANGELES, CALIFORNIA 90012 (Name and address of agent for service) (213) 625-4700 (Telephone number, including area code, of agent for service) ----------------------------- With a Copy to: STEVEN O. WEISE, ESQ. HELLER EHRMAN WHITE & MCAULIFFE 601 SOUTH FIGUEROA STREET, 40TH FLOOR LOS ANGELES, CALIFORNIA 90017 (213) 689-0200 ----------------------------- CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Proposed maximum maximum Amount of Title of securities Amount to offering price aggregate registration to be registered be registered(1) per share(2) offering price(2) fee(2) - ------------------------------------------------- --------------------------------------- --------------------- ---------------- COMMON STOCK, $.01 PAR VALUE PER SHARE 1,075,000 $37.00 $39,775,000 $11,058 ================================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. Such interests include an indeterminate number of additional shares that may be issued to adjust the number of shares issued pursuant to such employee benefit plan as the result of any future stock split, stock dividend or similar adjustment of registrant's outstanding common stock. (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, based upon the closing sale price of the common stock as reported on the Nasdaq Stock Market on September 15, 1999. ================================================================================ PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. All documents filed by registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, subsequent to the date of the filing of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered under this registration statement 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 the filing of such documents. The following documents filed with the Securities and Exchange Commission are also incorporated herein by reference: 1. Registrant's annual report on form 10-K, for the fiscal year ended December 31, 1998, filed pursuant to the Securities Exchange Act of 1934; 2. Registrant's quarterly report on form 10-Q, for the quarterly period ended March 31, 1999, filed pursuant to the Securities Exchange Act 1934; 3. Registrant's quarterly report on form 10-Q, for the quarterly period ended June 30, 1999, filed pursuant to the Securities Exchange Act of 1934; and 4. The description of the common stock contained in registrant's amendment to registration statement on form 8-A/A filed with the Securities and Exchange Commission on September 16, 1999, under the Securities Exchange Act of 1934. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), registrant's Restated Certificate of Incorporation contains a provision which eliminates the personal liability of its directors to registrant and its stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, other than liability for breaches of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under II-1 Section 174 of the DGCL or any transaction from which the director derived an improper personal benefit. Section 145 of the DGCL permits, and under certain circumstances requires, registrant to indemnify its directors, officers, employees and agents subject to certain conditions and limitations. Registrant's Bylaws also contain provisions to indemnify its agents, including its directors and officers. In addition, registrant maintains directors' and officers' liability insurance which insures against certain liabilities that its officers and directors may incur in such capacities and has entered into indemnity agreements with such officers and directors. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Cathay Bancorp, Inc. Equity Incentive Plan* 4.2 Form of Nonstatutory Stock Option Agreement 5.1 Opinion of Heller Ehrman White & McAuliffe 23.1 Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24.1 Power of Attorney of Certain Officers and Directors (included on pages II-4 and II-5) - ------------------ *Previously filed as an exhibit to registrant's quarterly report on form 10-Q for the quarterly period ended March 31, 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 of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; II-2 (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) 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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (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. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Los Angeles, California, on September 16, 1999. CATHAY BANCORP, INC. By /s/ Dunson K. Cheng ------------------- Dunson K. Cheng Chairman and President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints DUNSON K. CHENG and ANTHONY M. TANG, or either of them, his attorneys-in-fact, with full power of substitution, for him in any and all capacities, to sign any amendments to this registration statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or their substitutes, may 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 dates indicated.
Signature Title Date --------- ----- ---- /s/ Dunson K. Cheng Chairman of the Board and President September 16, 1999 - ---------------------------------- (Principal Executive Officer) Dunson K. Cheng /s/ Anthony M. Tang Executive Vice President, Chief September 16, 1999 - --------------------------------- Financial Officer/Treasurer and Anthony M. Tang Director (Principal Financial Officer and Principal Accounting Officer) /s/ Ralph Roy Buon-Cristiani Director September 16, 1999 - --------------------------------- Ralph Roy Buon-Cristiani /s/ Kelly L. Chan Director September 16, 1999 - --------------------------------- Kelly L. Chan
[Signatures continued on next page] II-4
Signature Title Date --------- ----- ---- /s/ Michael M.Y. Chang Director September 16, 1999 - --------------------------------- Michael M.Y. Chang /s/ George T.M. Ching Vice Chairman of the Board September 16, 1999 - -------------------------------- George T.M. Ching /s/ Wing K. Fat Director September 16, 1999 - -------------------------------- Wing K. Fat /s/ Patrick S.D. Lee Director September 16, 1999 - -------------------------------- Patrick S.D. Lee /s/ Chi-Hung Joseph Poon Director September 16, 1999 - -------------------------------- Chi-Hung Joseph Poon /s/ Thomas G. Tartaglia Director September 16, 1999 - -------------------------------- Thomas G. Tartaglia /s/ Wilbur K. Woo Director September 16, 1999 - -------------------------------- Wilbur K. Woo
II-5 EXHIBIT INDEX
Exhibits 4.1 Cathay Bancorp, Inc. Equity Incentive Plan* 4.2 Form of Nonstatutory Stock Option Agreement 5.1 Opinion of Heller Ehrman White & McAuliffe 23.1 Consent of Heller Ehrman White & McAuliffe (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24.1 Power of Attorney of Certain Officers and Directors (included on pages II-4 and II-5) - ------------------ * Previously filed as an exhibit to registrant's quarterly report on form 10-Q for the quarterly period ended March 31, 1998.
EX-4.2 2 EXHIBIT 4.2 EXHIBIT 4.2 FORM OF CATHAY BANCORP, INC. EQUITY INCENTIVE PLAN NONQUALIFIED STOCK OPTION AGREEMENT THIS NONQUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made and entered into as of _______________, between CATHAY BANCORP, INC., a Delaware corporation (the "Company"), and __________ (the "Optionee"). THE PARTIES AGREE AS FOLLOWS: 1. GRANT OF OPTION AND EFFECTIVE DATE. 1.1. GRANT. The Company hereby grants to Optionee pursuant to the Company's Equity Incentive Plan (the "Plan"), a copy of which is attached to this Agreement a Exhibit 1, a nonqualified stock option (the "NQO") to purchase all or any part of an aggregate of ________ shares (the "NQO Shares") of the Company's Common Stock (the "Common Stock") on the terms and conditions set forth herein and in the Plan, the terms and conditions of the Plan being hereby incorporated into this Agreement by reference. The Optionee acknowledges receipt of a copy of the Plan and that the Plan contains provisions that materially affect the rights and obligations of the Optionee. 1.2. EFFECTIVE DATE. The effective date of this NQO is _____________ (the "Effective Date"). 2. EXERCISE PRICE. The exercise price for purchase of the shares of Common Stock covered by this NQO shall be $_______ per share. 3. TERM. This NQO shall terminate ten years from the Effective Date. 4. ADJUSTMENT OF NQOs. The Company shall adjust the number and kind of shares and the exercise price thereof in certain circumstances in accordance with the provisions of the Plan. 5. EXERCISE OF OPTIONS. 5.1. TIME OF EXERCISE. The NQO shall become exercisable with respect to 20% percent of the number of NQO Shares covered hereby on the first anniversary of the Effective Date, 20% of the number of NQO Shares covered hereby on the second anniversary of the Effective Date, 20% of the NQO Shares covered hereby on the third anniversary of the Effective Date, 20% of the NQO Shares covered hereby on the fourth -1- anniversary of the Effective Date, and 20% of the NQO Shares covered hereby on the fifth anniversary of the Effective Date, so that this NQO shall be fully exercisable on the fifth anniversary of the Effective Date. 5.2. EXERCISE AFTER TERMINATION OF EMPLOYMENT, DISABILITY OR DEATH. If Optionee shall cease to be employed by the Company for any reason, whether voluntarily or involuntarily, other than by reason of his or her death, Optionee (or, if the Optionee shall die after such termination, but prior to such exercise date, Optionee's personal representative or the person entitled to succeed to this Option by will or the laws of descent and distribution) shall have the right at any time within three months following the date of such termination of employment, or during the remaining term of this Option, whichever is the lesser, to exercise in whole or in part this Option, to the extent, but only to the extent, that this Option was exercisable as of the date of the termination of employment and had not previously been exercised; PROVIDED, HOWEVER, if Optionee is permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) at the date of termination, the foregoing three-month period shall be extended to one year. If the Optionee shall die while in the employ of the Company, Optionee's personal representative or the person entitled to Optionee's rights hereunder may at any time within one year after the date of Optionee's death, or during the remaining term of this Option, whichever is the lesser, exercise in whole or in part this Option, to the extent, but only to the extent, that Optionee could have exercised this Option as of the date of Optionee's death (and provided, in any case, that this Option may be so exercised only to the extent that this Option had not previously been exercised by Optionee). 5.3. MANNER OF EXERCISE. Optionee may exercise this NQO, or any portion of this NQO, by giving a written notice of exercise in the form attached to this Agreement to the Company at its principal executive office, to the attention of the officer of the Company designated by the Plan Administrator, accompanied by payment of the exercise price and payment of any applicable withholding or employment taxes. The date the Company receives written notice of an exercise hereunder accompanied by payment will be considered as the date this NQO was exercised. Promptly after receipt of written notice of exercise of the NQO, the Company shall, without stock issue or transfer taxes to Optionee or other person entitled to exercise, deliver to Optionee or other person a confirmation for the requisite number of Shares (the "Exercised Shares"). An Optionee or transferee of an Optionee shall not have any privileges as a shareholder with respect to any NQO Shares covered by the option until the date of issuance of a stock certificate. -2- 5.4. PAYMENT. Payment in full, in cash or cashier's check, shall be made for all NQO Shares purchased at the time written notice of exercise of the NQO is given to the Company, and proceeds of any payment shall constitute general funds of the Company. 6. NONASSIGNABILITY OF NQO. This NQO is not assignable or transferable by Optionee except by will or by the laws of descent and distribution. During the life of Optionee, the NQO is exercisable only by Optionee. Any attempt to assign, pledge, transfer, hypothecate or otherwise dispose of this NQO in a manner not herein permitted, and any levy of execution, attachment or similar process on this NQO, shall be null and void. 7. MARKET STANDOFF. Optionee hereby agrees that if so requested by the Company or any representative of the underwriters in connection with any registration of the offering of the securities of the Company under the Securities Act of 1933, as amended, (the "Act"), Optionee shall not sell or otherwise transfer the Exercised Shares for a period of 180 days following the effective date of a Registration Statement filed under the Act. The Company may impose stop-transfer instructions with respect to the Exercised Shares subject to the foregoing restrictions until the end of each such 180-day period. 8. RESTRICTION ON ISSUANCE OF SHARES. The Company shall not be obligated to sell or issue any Exercised Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company and the Company's counsel, might constitute a violation by the Company of any provision of law, including without limitation the provisions of the Act. The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of this option or the issuance or sale of any Exercised Shares pursuant thereto to comply with any law. 9. RESTRICTION ON TRANSFER. The Company may impose restrictions upon the sale, pledge or other transfer of Exercised Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and the Company's counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state, or any other law. 10. STOCK CERTIFICATE RESTRICTIVE LEGENDS. Stock certificates evidencing Exercised Shares may bear such restrictive legends as the Company and the Company's counsel deem necessary or advisable under applicable law or pursuant to this Agreement, including, without limitation, the following legend: "THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A -3- REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR AN OFFERING OF THE COMPANY'S SECURITIES AS MORE FULLY PROVIDED IN AN AGREEMENT RELATING TO THE OPTION TO PURCHASE SUCH SECURITIES." 11. REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS OF OPTIONEE UPON EXERCISE OF NQO. Optionee hereby represents, warrants, covenants, acknowledges and agrees that: 11.1. ACCESS TO INFORMATION. Optionee has had the opportunity to ask questions of, and to receive answers from, appropriate executive officers of the Company with respect to the terms and conditions of the transaction contemplated hereby and with respect to the business, affairs, financial conditions and results of operations of the Company. Optionee has had access to such financial and other information as is necessary in order for Optionee to make a fully-informed decision as to investment in the Company by way of purchase of the Exercised Shares, and has had the opportunity to obtain any additional information necessary to verify any of such information to which Optionee has had access. 11.2. TAX ADVICE. The Company has made no representations or warranties to Optionee with respect to the income tax consequences of the transactions contemplated by this Agreement, and Optionee is in no manner relying on the Company or the Company's representatives for an assessment of such tax consequences. 11.3. INVESTMENT INTENT. Unless the NQO Shares represented by this Option are registered under the Act, either before or after the exercise of this Option in whole or in part, Optionee will acquire the Exercised Shares for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof. 12. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this Agreement shall confer upon the Optionee any right to continued employment by the Company, nor shall it interfere in any way with the right of the Company to terminate or change the terms of the Optionee's employment or to change or decrease the compensation of Optionee at any time for any reason whatsoever, with or without cause. 13. ASSIGNMENT: BINDING EFFECT. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives and successors of the parties hereto; provided, however, that Optionee may not assign any of Optionee's rights under this Agreement. -4- 14. DAMAGES. Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of shares which is not in conformity with the provisions of this Agreement. 15. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed within the State of California by California residents. 16. NOTICES. All notices and other communications under this Agreement shall be in writing. Unless and until Optionee is notified in writing to the contrary, all notices, communications and documents directed to the Company and related to the Agreement, if not delivered by hand, shall be mailed, addressed as follows: CATHAY BANCORP, INC. 777 North Broadway Street Los Angeles, California 90012 Attention: Stock Option Administrator Unless and until the Company is notified in writing to the contrary, all notices, communications and documents intended for Optionee and related to this Agreement, if not delivered by hand, shall be mailed to Optionee's last known address as shown on the Company's books. Notices and communications shall be mailed by first class mail, postage prepaid; documents shall be mailed by registered mail, return receipt requested, postage prepaid. All mailings and deliveries related to this Agreement shall be deemed received only when actually received. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. CATHAY BANCORP, INC. By: ________________________ Title: ________________________ -5- Optionee hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement and the Plan. ________________________ Optionee Optionee's spouse indicates by the execution of this Agreement his or her consent to be bound by the terms thereof as to his or her interests, whether as community property or otherwise, if any, in the options granted hereunder, and in any Exercised Shares. ________________________ Optionee's Spouse -6- NOTICE OF EXERCISE To The Stock Administrator of CATHAY BANCORP, INC.: Optionee hereby notifies CATHAY BANCORP, INC. (the "Company") that Optionee is exercising a nonqualified stock option to purchase __________ shares of Common Stock of the Company, which was granted to Optionee on ______________ pursuant to of the Company's Equity Incentive Plan (the "Plan"), at an exercise price of $_______ per share for aggregate consideration of $___________. Payment of the exercise price and any applicable withholding or employment taxes is being delivered to the Company together with this Notice of Exercise. Optionee hereby confirms the representations and warranties made in Section 11 of the Nonqualified Stock Option Agreement between the Company and the Optionee dated as of _________________. Date:_____________________ __________________ Signature Please issue the stock as follows: Print Name: ______________________________________________________ Sign Name: _______________________________________________________ Social Security Number: __________________________________________ Office Phone: ____________________________________________________ Home Address: ____________________________________________________ City, State, Zip Code: ___________________________________________ For Stock Administrator's use only: Date of receipt of Notice of Exercise of Stock Options __________ Date Confirmation of Stock Exercise sent to Optionee __________ Date Instruction Letter sent to Transfer Agent __________ -7- EX-5.1 3 EXHIBIT 5.1 EXHIBIT 5.1 [LETTERHEAD OF HELLER EHRMAN WHITE & McAULIFFE] September 16, 1999 18579-0014 Cathay Bancorp, Inc. 777 North Broadway Los Angeles, California 90012 REGISTRATION STATEMENT ON FORM S-8 Ladies and Gentlemen: We have acted as counsel to Cathay Bancorp, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement"), that the Company proposes to file on or about September 16, 1999 to register under the Securities Act of 1933 up to a total of 1,075,000 shares (the "Shares") of its common stock, $.01 par value per share. The Shares are issuable upon exercise of options granted or to be granted or awards to be made under the Cathay Bancorp, Inc. Equity Incentive Plan (the "Plan"). We have assumed the authenticity of all records, documents and instruments submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all records, documents and instruments submitted to us as copies. We have based our opinion upon our review of the following records, documents, instruments and certificates and such additional certificates relating to factual matters as we have deemed necessary or appropriate for our opinion: (a) The Company's Restated Certificate of Incorporation, as amended to date, certified by the Delaware Secretary of State as of September 8, 1999, and certified to us by an officer of the Company as being true and complete, and in full force and effect as of this date; (b) The Company's Restated Bylaws, as amended to date, certified to us by an officer of the Company as being true and complete, and in full force and effect as of this date; Cathay Bancorp, Inc. September 16, 1999 Page 2 (c) A Certificate of the Company's Secretary (i) attaching records certified to us as constituting all records of proceedings and actions of the Company's Board of Directors (and its duly authorized Equity Incentive Plan Committee) and stockholders relating to the adoption of the Plan and the issuance of any Shares, and (ii) certifying as to certain other factual matters; (d) The Registration Statement; (e) The Plan; and (f) A letter from American Stock Transfer and Trust Company, the Company's transfer agent, dated September 7, 1999 as to the number of shares of the Company's common stock outstanding as of September 3, 1999. This opinion is limited to the Delaware General Corporation Law (without review of the rules, regulations or case law application to such statute) and we disclaim any opinion as to the laws of any other jurisdiction. We further disclaim any opinion as to any statute, rule, regulation, ordinance, order or other promulgation of any regional or local governmental body or as to any related judicial or administrative opinion. Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of this opinion, and assuming that (i) the Registration Statement becomes and remains effective during the period when the Shares are offered and issued, (ii) appropriate certificates evidencing the Shares will be executed and delivered upon issuance of the Shares, (iii) the full consideration stated in the Plan is paid for each Share, and (iv) all applicable securities laws are complied with, it is our opinion that when issued by the Company, after payment therefor in the manner provided in the Plan, the Shares will be legally issued, fully paid and nonassessable. This opinion is rendered to you in connection with the Registration Statement and is solely for your benefit. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, firm, corporation or other entity without our prior written consent. We disclaim any obligation to advise you of any change of law that occurs, or any facts of which we become aware, after the date of this opinion. Cathay Bancorp, Inc. September 16, 1999 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Heller Ehrman White & McAuliffe EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Cathay Bancorp, Inc.: We consent to the use of our report incorporated herein by reference. /s/ KPMG LLP Los Angeles, California September 15, 1999 -----END PRIVACY-ENHANCED MESSAGE-----