<PAGE>

      As filed with the Securities and Exchange Commission on July 23, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  --------------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                  --------------------------------------------

                           AMERICANWEST BANCORPORATION

             (Exact name of registrant as specified in its charter)

             Washington                               91-1259511
 -------------------------------------------------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                           9506 North Newport Highway
                         Spokane, Washington 99218-1200
                    (Address of principal executive offices)

                  --------------------------------------------

                           AmericanWest Bancorporation
                        2001 Employee Stock Purchase Plan
                              (Full title of plan)

                  --------------------------------------------

                                Wesley E. Colley
                      President and Chief Executive Officer
                           AmericanWest Bancorporation
                           9506 North Newport Highway
                         Spokane, Washington 99218-1200
                                 (509) 467-6949

           (Name, address, and telephone number of agent for service)

                  --------------------------------------------
                                    Copy to:

                                Thomas A. Sterken
                             Keller Rohrback L.L.P.
                          1201 Third Avenue, Suite 3200
                         Seattle, Washington 98101-3052
                                 (206) 623-1900

                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
    Title of Securities to be        Amount to be         Proposed Maximum Offering     Proposed Maximum           Amount of
           Registered                 Registered              Price Per Share/(1)/  Aggregate Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                       <C>                         <C>
Common stock, no par value            200,000                       $10.96                $2,192,000.00              $548.00
===================================================================================================================================
</TABLE>

/(1)/ Estimated only for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h)(1) under the Securities Act of
      1933, as amended (the "Securities Act"), based on the average of the bid
      ($10.92) and asked ($10.99) prices for the common stock of AmericanWest
      Bancorporation, as quoted on the Nasdaq National Market on July 18, 2001.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the plan information required by Item
1 of Form S-8 and the statement of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. AmericanWest Bancorporation ("AmericanWest") shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, AmericanWest shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this
Registration Statement:

     (a) AmericanWest's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;

     (b) AmericanWest's Form 10-Q Quarterly Report for the quarter ended March
31, 2001;

     (c) AmericanWest's Form 8-K Current Report dated March 6, 2001; and

     (d) The description of AmericanWest's common shares contained in its
Prospectus/Joint Proxy Statement dated December 30, 1998 and included in its
Registration Statement on Form S-4 (Registration No. 333-68931), including any
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by AmericanWest pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       2

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act 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 who 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
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, 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 its Bylaws, AmericanWest will indemnify the officers,
directors, and employees of AmericanWest 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
AmericanWest. 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

         The following documents are filed as part of this Registration
Statement or incorporated by reference herein:

    Exhibit
     Number   Description
    -------   -----------

      5.1     Opinion of Keller Rohrback LLP, regarding legality of the
              common stock being registered.

     23.1     Consent of Moss Adams LLP.

     23.2     Consent of Keller Rohrback LLP (included in Exhibit 5.1).

     24.1     Power of Attorney (included on the Signature Page of this
              Registration Statement).

     99.1     AmericanWest Bancorporation 2001 Employee Stock Purchase Plan.

ITEM 9. UNDERTAKINGS

A. AmericanWest hereby undertakes:

                                       3

<PAGE>

     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, as amended ( the "Securities Act");

           ii.  To reflect in the prospectus any facts or events arising after
the effective date of this 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; and

           iii. To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs A.1.i. and A.1.ii. above do not apply if 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
Securities and Exchange Commission by AmericanWest pursuant to Section 13 or
Section 15(d) of the Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this 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 that remain unsold at the termination of the
offering.

B. AmericanWest hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of AmericanWest's annual report
pursuant to Section 13(a) or 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 this
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 AmericanWest
pursuant to the provisions described in Item 6 above or otherwise, AmericanWest
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by AmericanWest of expenses
incurred or paid by a director, officer, or controlling person of AmericanWest
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, AmericanWest 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, AmericanWest
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 June 26, 2001.

                                       AMERICANWEST BANCORPORATION



                                       By: /s/ Wesley R. Colley
                                           -------------------------------------
                                           Wesley E. Colley
                                           President and Chief Executive Officer

                                       5

<PAGE>

                                POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
and appoints Wesley E. Colley with full power of substitution and full power to
act as his or her true and lawful attorney-in-fact and agent in his or her 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, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or the substitute for
such attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on June 26, 2001.

Signature                             Title
---------                             -----

/s/ Wesley E. Colley
------------------------------        President and Chief Executive Officer,
Wesley E. Colley                      Director (Principal Executive Officer)


/s/ Chad Galloway
------------------------------        Vice President and Chief Financial
Chad Galloway                         Officer (Principal Financial and
                                      Accounting Officer)


/s/ Keith P. Sattler
------------------------------        Chairman of the Board, Director
Keith P. Sattler

/s/ James Rand Elliott
------------------------------        Director
James Rand Elliott

Not Available
------------------------------        Director
David E. Frame

/s/ Robert J. Gardner
------------------------------        Director
Robert J. Gardner

/s/ Donald H. Swartz, II
------------------------------        Director
Donald H. Swartz, II


/s/ P. "Mike" Taylor
------------------------------        Director
P. "Mike" Taylor

                                       6

<PAGE>

                                INDEX TO EXHIBITS

    Exhibit
     Number    Description
    -------    -----------

      5.1      Opinion of Keller Rohrback LLP, regarding legality of the
               common stock being registered.

     23.1      Consent of Moss Adams LLP.

     23.2      Consent of Keller Rohrback LLP (included in Exhibit 5.1).

     24.1      Power of Attorney (included on the Signature Page of this
               Registration Statement).

     99.1      American West Bancorporation 2001 Employee Stock Purchase Plan.


                                       7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 15991}]
{"company-data": {"conformed-name": "AMERICANWEST BANCORPORATION", "cik": "0000726990", "assigned-sic": "6022", "irs-number": "911259511", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65630", "film-number": "1686199"}, "business-address": {"street1": "9506 N NEWPORT HWY", "city": "SPOKANE", "state": "WA", "zip": "99218-1200", "phone": "5094676949"}, "mail-address": {"street1": "9506 N NEWPORT HWY", "city": "SPOKANE", "state": "WA", "zip": "99218-1200"}, "former-company": {"former-conformed-name": "UNITED SECURITY BANCORPORATION", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 23, 2001
                                                    Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                  --------------------------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                  --------------------------------------------

                           AMERICANWEST BANCORPORATION

             (Exact name of registrant as specified in its charter)

             Washington                               91-1259511
 -------------------------------------------------------------------------------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

                           9506 North Newport Highway
                         Spokane, Washington 99218-1200
                    (Address of principal executive offices)

                  --------------------------------------------

                           AmericanWest Bancorporation
                        2001 Employee Stock Purchase Plan
                              (Full title of plan)

                  --------------------------------------------

                                Wesley E. Colley
                      President and Chief Executive Officer
                           AmericanWest Bancorporation
                           9506 North Newport Highway
                         Spokane, Washington 99218-1200
                                 (509) 467-6949

           (Name, address, and telephone number of agent for service)

                  --------------------------------------------
                                    Copy to:

                                Thomas A. Sterken
                             Keller Rohrback L.L.P.
                          1201 Third Avenue, Suite 3200
                         Seattle, Washington 98101-3052
                                 (206) 623-1900

                  --------------------------------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
    Title of Securities to be        Amount to be         Proposed Maximum Offering     Proposed Maximum           Amount of
           Registered                 Registered              Price Per Share/(1)/  Aggregate Offering Price    Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common stock, no par value            200,000                       $10.96                $2,192,000.00              $548.00
===================================================================================================================================
/(1)/ Estimated only for the purpose of calculating the registration fee in
      accordance with Rules 457(c) and 457(h)(1) under the Securities Act of
      1933, as amended (the "Securities Act"), based on the average of the bid
      ($10.92) and asked ($10.99) prices for the common stock of AmericanWest
      Bancorporation, as quoted on the Nasdaq National Market on July 18, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         Note: The document(s) containing the plan information required by Item
1 of Form S-8 and the statement of availability of registrant information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and the requirements
of Part I of Form S-8, such documents are not being filed with the Securities
and Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act. AmericanWest Bancorporation ("AmericanWest") shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, AmericanWest shall furnish to the Commission or its staff a copy
or copies of all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents are incorporated by reference into this
Registration Statement:

     (a) AmericanWest's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;

     (b) AmericanWest's Form 10-Q Quarterly Report for the quarter ended March
31, 2001;

     (c) AmericanWest's Form 8-K Current Report dated March 6, 2001; and

     (d) The description of AmericanWest's common shares contained in its
Prospectus/Joint Proxy Statement dated December 30, 1998 and included in its
Registration Statement on Form S-4 (Registration No. 333-68931), including any
amendments or reports filed for the purpose of updating such description.

     All documents subsequently filed by AmericanWest pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934 after the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act 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 who 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
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, 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 its Bylaws, AmericanWest will indemnify the officers,
directors, and employees of AmericanWest 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
AmericanWest. 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

         The following documents are filed as part of this Registration
Statement or incorporated by reference herein:

    Exhibit
     Number   Description
    -------   -----------

      5.1     Opinion of Keller Rohrback LLP, regarding legality of the
              common stock being registered.

     23.1     Consent of Moss Adams LLP.

     23.2     Consent of Keller Rohrback LLP (included in Exhibit 5.1).

     24.1     Power of Attorney (included on the Signature Page of this
              Registration Statement).

     99.1     AmericanWest Bancorporation 2001 Employee Stock Purchase Plan.

ITEM 9. UNDERTAKINGS

A. AmericanWest hereby undertakes:

                                       3
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, as amended ( the "Securities Act");

           ii.  To reflect in the prospectus any facts or events arising after
the effective date of this 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; and

           iii. To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs A.1.i. and A.1.ii. above do not apply if 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
Securities and Exchange Commission by AmericanWest pursuant to Section 13 or
Section 15(d) of the Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this 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 that remain unsold at the termination of the
offering.

B. AmericanWest hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of AmericanWest's annual report
pursuant to Section 13(a) or 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 this
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 AmericanWest
pursuant to the provisions described in Item 6 above or otherwise, AmericanWest
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by AmericanWest of expenses
incurred or paid by a director, officer, or controlling person of AmericanWest
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, AmericanWest 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 of whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act, AmericanWest
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 June 26, 2001.

                                       AMERICANWEST BANCORPORATION

                                       By: /s/ Wesley R. Colley
                                           -------------------------------------
                                           Wesley E. Colley
                                           President and Chief Executive Officer

                                       5
POWER OF ATTORNEY

         Each person whose individual signature appears below hereby authorizes
and appoints Wesley E. Colley with full power of substitution and full power to
act as his or her true and lawful attorney-in-fact and agent in his or her 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, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or the substitute for
such attorney-in-fact and agent, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on June 26, 2001.

Signature                             Title
---------                             -----

/s/ Wesley E. Colley
------------------------------        President and Chief Executive Officer,
Wesley E. Colley                      Director (Principal Executive Officer)

/s/ Chad Galloway
------------------------------        Vice President and Chief Financial
Chad Galloway                         Officer (Principal Financial and
                                      Accounting Officer)

/s/ Keith P. Sattler
------------------------------        Chairman of the Board, Director
Keith P. Sattler

/s/ James Rand Elliott
------------------------------        Director
James Rand Elliott

Not Available
------------------------------        Director
David E. Frame

/s/ Robert J. Gardner
------------------------------        Director
Robert J. Gardner

/s/ Donald H. Swartz, II
------------------------------        Director
Donald H. Swartz, II

/s/ P. "Mike" Taylor
------------------------------        Director
P. "Mike" Taylor

                                       6
INDEX TO EXHIBITS

    Exhibit
     Number    Description
    -------    -----------

      5.1      Opinion of Keller Rohrback LLP, regarding legality of the
               common stock being registered.

     23.1      Consent of Moss Adams LLP.

     23.2      Consent of Keller Rohrback LLP (included in Exhibit 5.1).

     24.1      Power of Attorney (included on the Signature Page of this
               Registration Statement).

     99.1      American West Bancorporation 2001 Employee Stock Purchase Plan.

                                       7