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As Filed With the Securities and Exchange Commission on January , 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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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
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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)
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Common Stock,
without par value 50,000 shares $15.82 $791,000 $159.00
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(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.
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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.
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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
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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.
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(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.
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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
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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
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/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)
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Signature Title Date
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/s/ MICHAEL B. BURNS Director January 5, 1996
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Michael B. Burns
Director January __, 1996
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Julia M. Di Giovanni
/s/ LYNNE PIERSON DOTI Director January 5, 1996
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Lynne Pierson Doti
/s/ ROLF J. ENGEN Director January 5, 1996
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Rolf J. Engen
/s/ WARREN FINLEY Director January 5, 1996
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Warren Finley
Director January __, 1996
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Warren D. Fix
/s/ RICHARD KORSGAARD Director January 5, 1996
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Richard Korsgaard
Vice Chairman and Director January __, 1996
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Donald E. Sodaro
/s/ GEORGE H. WELLS Chairman and Director January 5, 1996
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George H. Wells
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
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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)