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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
DATE OF REPORT: May 1, 1998
VIB Corp
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(Exact name of registrant as specified in its charter)
California
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(State or other jurisdiction of incorporation)
333-43021 33-0780371
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(Commission File Number) (IRS Employer I.D. Number)
1498 Main Street, El Centro, California 92243
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(Address of principal executive offices) (Zip Code)
(760) 337-3200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 21, 1998 the Company's Board of Directors declared a
five-for-four stock split on the outstanding shares of the Company's no par
value Common Stock. The Board resolution authorizing the stock split fixed the
record date for the stock split as May 29, 1998, the desired effective date for
filing a Certificate of Amendment of the Company's Articles of Incorporation
with the California Secretary of State. It is anticipated that the stock split
will be paid on or about June 12, 1998.
As of March 31, 1998, there were 6,194,116 shares of the Common Stock
issued and outstanding. Accordingly, as a result of the stock split there will
be approximately 7,742,645 shares outstanding, subject to adjustment as may be
required for fractional interests, or as may be required by the issuance of any
additional shares of Common Stock as the result of the exercise of stock options
or outstanding warrants.
The Board of Directors also determined that fractional interest
resulting from the stock split will be resolved in cash based upon the fair
market value of the Company's Common Stock on the effective date for the stock
split.
The record date and the effective date for the stock split are dependent
upon the timely filing of a Certificate of Amendment with the California
Secretary of State. If there is any delay in the filing of the Certificate of
Amendment, the effective date and record date will be delayed accordingly.
Item 7. Financial Statements and Exhibits.
A. Financial Statements of Business Acquired.
Not applicable.
B. Pro Forma Financial Information.
Not applicable.
C. Exhibits. Page
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3.1 Articles of Incorporation, as amended and restated......3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIB CORP
Date: May 1, 1998 /s/ Harry G. Gooding, III
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Harry G. Gooding, III
Executive Vice President
and Chief Financial Officer
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EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
VIB CORP
ARTICLE I: NAME
The name of this corporation is:
VIB CORP
ARTICLE II: PURPOSE
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE III: AGENT
The name and complete business address in the State of California of
this corporation's initial agent for service of process is:
S. Alan Rosen, Esq.
Horgan, Rosen, Beckham & Coren, L.L.P.
21700 Oxnard Street, Suite 1400
Woodland Hills, California 91365
ARTICLE IV: CAPITAL
(a) The corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock," respectively. The number of
shares of Preferred Stock authorized to be issued is 10,000,000 and the number
of shares of Common Stock, no par value per share, authorized to be issued is
25,000,000. Upon the amendment of this Article to read as herein set forth, each
four outstanding shares of Common Stock are split up and converted into five
shares of Common Stock.
(b) The Preferred Stock may be divided into such number of series as the
Board of Directors may determine. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges and restrictions granted
to and imposed upon any wholly unissued series of Preferred Stock, and to fix
the number of shares of any series of Preferred Stock and the designation of any
such series of Preferred Stock. The Board of Directors, within the limits and
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restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue of shares of that
series.
ARTICLE V: RANGE OF DIRECTORS
(a) The business and affairs of the corporation shall be managed under
the direction of the Board of Directors. The authorized number of directors of
the corporation shall be not less than six (6) nor more than ten (10). The exact
number of directors shall be determined within the limits specified above by a
bylaw or by a resolution duly adopted by the Board of Directors or by the
shareholders.
(b) Notwithstanding any other provisions of these Articles of
Incorporation, the range of authorized directors of the corporation set forth in
Section (a) of Article V may only be amended by the vote of at least sixty-six
and two-thirds percent (662/3%) of the outstanding shares entitled to vote
thereon; provided, however, that an amendment reducing the minimum number of
directors to a number less than five (5) cannot be adopted if the votes cast
against its adoption at a meeting, or the shares not consenting in the case of
an action by written consent, are equal to more than sixteen and two-thirds
percent (162/3%) of the outstanding shares entitled to vote thereon.
ARTICLE VI: LIABILITY OF DIRECTORS
(a) The liability of directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.
(b) The corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) through Bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, to the fullest extent permissible under California law.
(c) The corporation is authorized to purchase and maintain insurance on
behalf of its agents against any liability asserted against or incurred by the
agent in such capacity or arising out of the agent's status as such from a
company, the shares of which are owned in whole or in part by the corporation,
provided that any policy issued by such company is limited to the extent
provided by applicable law.
(d) Any amendment, repeal or modification of any provision of this
Article VI shall not adversely affect any right or protection of an agent of
this corporation existing at the time of such amendment, repeal or modification.
ARTICLE VII: FAIR PRICE PROTECTION
(a) Definitions. For the purposes of this Article VII:
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1. The term "Beneficial Owner" and correlative terms shall
have the meaning as set forth in Rule 13d-3 under the Securities Exchange Act of
1934, as amended, or any similar successor Rule. Without limitation and in
addition to the foregoing, any Voting Stock of this corporation which any Major
Shareholder has the right to vote or to acquire: (i) pursuant to any agreement;
(ii) by reason of tenders of shares by shareholders of the corporation in
connection with or pursuant to a tender offer made by such Major Shareholder
(whether or not any tenders have been accepted, but excluding tenders which have
been rejected); or (iii) upon the exercise of conversion rights, warrants,
options or otherwise, shall be deemed "beneficially owned" by such Major
Shareholder.
2. The term "Business Combination" shall mean:
A. Any merger or consolidation (whether in a single
transaction or a series of related transactions, including a series of separate
transactions with a Major Shareholder, any Affiliate or Associate thereof, or
any Person acting in concert therewith) of this corporation or any Subsidiary
with or into a Major Shareholder or of a Major Shareholder with or into this
corporation or a Subsidiary;
B. Any sale, lease, exchange, transfer,
distribution to shareholders or other disposition, including without limitation,
a mortgage, pledge or any other security device, to or with a Major Shareholder
by the corporation or any of its Subsidiaries (in a single transaction or a
series of related transactions) of all, substantially all or any Substantial
Part of the assets of this corporation or a Subsidiary (including, without
limitation, any securities of a Subsidiary);
C. The purchase, exchange, lease or other
acquisition by the corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all, substantially all or
any Substantial Part of the assets or business of a Major Shareholder;
D. The issuance of any securities, or of any
rights, warrants or options to acquire any securities, of this corporation or a
Subsidiary, eighty percent (80%) or more of which are issued to a Major
Shareholder, or the acquisition by this corporation or a Subsidiary of any
securities, or of any rights, warrants or options to acquire any securities, of
a Major Shareholder;
E. Any reclassification of Voting Stock,
recapitalization or other transaction (other than a redemption in accordance
with the terms of the security redeemed) which has the effect, directly or
indirectly, of increasing the proportionate amount of Voting Stock of the
corporation or any Subsidiary thereof which is beneficially owned by a Major
Shareholder, or any partial liquidation, spin off, split off or split up of the
corporation or any Subsidiary thereof; provided, however, that this Section
(a)2.E of Article VII shall not relate to any transaction of the types specified
herein that has been approved by eighty percent (80%) of the Board of Directors;
and
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F. Any Agreement, contract or other arrangement
providing for any of the transactions described herein.
3. The term "Major Shareholder" shall mean any Person
which, together with its "Affiliates" and "Associates" (as defined in Rule 12b-2
of the Securities Exchange Act of 1934, as amended, or any similar successor
Rule) and any Person acting in concert therewith, is the beneficial owner of
shares possessing ten percent (10%) or more of the voting power of the Voting
Stock of this corporation, and any Affiliate or Associate of a Major
Shareholder, including a Person acting in concert therewith. The term "Major
Shareholder" shall not include a Subsidiary of this corporation.
4. The term "other consideration to be received" shall
include, without limitation, Voting Stock of this corporation retained by its
existing shareholders in the event of a Business Combination which is a merger
or consolidation in which this corporation is the surviving corporation.
5. The term "Person" shall mean any individual,
corporation, partnership or other person, group or entity (other than this
corporation, any Subsidiary of this corporation or a trustee holding stock for
the benefit of employees of this corporation or its Subsidiaries, or any one of
them, pursuant to one or more employee benefit plans or arrangements). When two
or more Persons act as a partnership, limited partnership, syndicate,
association or other group for the purpose of acquiring, holding or disposing of
shares of stock, such partnership, syndicate, association or group will be
deemed a "Person."
6. The term "Subsidiary" shall mean any business entity
fifty percent (50%) or more of which is beneficially owned by this corporation.
7. The term "Substantial Part," as used in reference to the
assets of the corporation, of any Subsidiary or of any Major Shareholder means
assets having a value of more than five percent (5%) of the total consolidated
assets of the corporation and its Subsidiaries as of the end of the
corporation's most recent fiscal year ending prior to the time the determination
is made.
8. The term "Voting Stock" shall mean stock or other
securities entitled to vote upon any action to be taken in connection with any
Business Combination or entitled to vote generally in the election of directors,
and shall also include stock or other securities convertible into Voting Stock.
(b) Notwithstanding any other provisions of these Articles of
Incorporation and except as set forth in Section (c) of Article VII, neither the
corporation nor any Subsidiary shall be party to a Business Combination unless:
1. The Business Combination was approved by the Board of
Directors of the corporation prior to the Major Shareholder involved in the
Business Combination becoming such; or
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2. The Major Shareholder involved in the Business
Combination sought and obtained the unanimous prior approval of the Board of
Directors to become a Major Shareholder and the Business Combination was
approved by not less than eighty percent (80%) of the Board of Directors; or
3. The Business Combination was approved by not less than
ninety percent (90%) of the Board of Directors of the corporation.
(c) The approval requirements of Section (b) of Article VII shall
not apply if the Business Combination is approved by the vote of at least
sixty-six and two-thirds percent (66 2/3%) of the shares of the Voting Stock of
this corporation and all of the following conditions are satisfied:
1. The aggregate of the cash and the fair market value of
other consideration to be received per share (as adjusted for stock splits,
stock dividends, reclassification of shares into a lesser number and similar
events) by holders of the Voting Stock of this corporation in the Business
Combination is not less than the higher of: (i) the highest per share price
(including brokerage commissions, soliciting dealers' fees, dealer-management
compensation, and other expenses, including, but not limited to, costs of
newspaper advertisements, printing expenses and attorneys' fees) paid by the
Major Shareholder in acquiring any of this corporation's Voting Stock; or (ii)
an amount which bears the same or a greater percentage relationship to the
market price of this corporation's Voting Stock immediately prior to the
announcement of such Business Combination as the highest per share price
determined in (i) above bears to the market price of this corporation's Voting
Stock immediately prior to the commencement of acquisition of this corporation's
Voting Stock by such Major Shareholder;
2. The consideration to be received in such Business
Combination by holders of the Voting Stock of this corporation shall be, except
to the extent that a shareholder agrees otherwise as to all or a part of his or
her shares, in the same form and of the same kind as paid by the Major
Shareholder in acquiring his Voting Stock of the corporation;
3. After becoming a Major Shareholder and prior to
consummation of such Business Combination: (i) such Major Shareholder shall not
have acquired any newly-issued shares of capital stock, directly or indirectly,
from this corporation or a Subsidiary (except upon conversion of convertible
securities acquired by it prior to becoming a Major Shareholder or upon
compliance with the provisions of this Article VII or as a result of a pro rata
share dividend or share split); and (ii) such Major Shareholder shall not have
received the benefit, directly or indirectly (except proportionately as a
shareholder), of any loans, advances, guarantees, pledges or other financial
assistance or tax credits provided by this corporation or a Subsidiary, or made
any major changes in this corporation's business or equity capital structure;
and
4. A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 and Rules promulgated thereunder, whether or not
this corporation is then subject to such requirements, shall be mailed to all
shareholders of this corporation for the purpose of soliciting shareholders'
approval of such Business Combination and shall contain at the front
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thereof, in a prominent place: (i) any recommendations as to the advisability
(or inadvisability) of the Business Combination which any one or more members of
Board of Directors may choose to state; and (ii) the opinion of a reputable
national investment banking firm as to the fairness (or lack thereof) of the
terms of such Business Combination, from the point of view of the remaining
shareholders of this corporation (such investment banking firm to be engaged
solely on behalf of the remaining shareholders, to be paid a reasonable fee for
their services by this corporation upon receipt of such opinion, to be one of
the so-called major bracket investment banking firms which has not previously
been associated with such Major Shareholder and to be selected by the Board of
Directors).
(d) The affirmative vote required by this Article VII is in addition
to the vote of the holders of any class or series of stock of the corporation
otherwise required by law, these Articles of Incorporation, or any resolution
which has been adopted by the Board of Directors providing for the issuance of a
class or series of Preferred Stock.
(e) Nothing contained in this Article VII shall be construed as
relieving any Major Shareholder or any Affiliate or Associate thereof from any
fiduciary obligation imposed by law.
(f) The fact that any action or transaction complies with the
provisions of this Article VII shall not be construed as imposing any fiduciary
duty, obligation or responsibility on the Board of Directors or any member
thereof to approve such action or transaction or recommend its adoption or
approval to the shareholders of the corporation, nor shall such compliance
limit, prohibit or otherwise restrict in any manner the Board of Directors, or
any member thereof, with respect to evaluations of, or action and responses
taken with respect to, such action or transaction.
(g) Any amendment, change or repeal of this Article VII or any other
amendment of these Articles of Incorporation which would have the effect of
modifying or permitting circumvention of the provisions of this Article VII
shall require approval by at least a sixty-six and two-thirds percent (66 2/3%)
vote of the Voting Stock of the corporation.
ARTICLE VIII: CLASSIFICATION OF DIRECTORS
(a) This Article VIII shall become effective only when the
corporation becomes a listed corporation within the meaning of Section 301.5 of
the Corporations Code, which provision refers to a corporation whose shares are
traded on the New York Stock Exchange, American Stock Exchange, or Nasdaq
National Market System.
(b) In the event the authorized number of directors shall be fixed
at nine (9) or more, the Board of Directors shall be classified into three (3)
classes, the members of each class to serve for a term of three (3) years. In
the event the authorized number of directors shall be fixed at six (6) or more,
but less than nine (9), the Board of Directors shall be classified into two (2)
classes, the members of each class to serve for a term of two (2) years.
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(c) The election of directors by the shareholders shall not be by
cumulative voting. At each election of directors, each shareholder entitled to
vote may vote all the shares held by that shareholder for each of several
nominees for director up to the number of directors to be elected. The
shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder.
(d) At the first annual meeting of shareholders held after the
corporation qualifies as a listed corporation within the meaning of Section
301.5 of the Corporations Code the nominees elected as directors will be
classified on the basis of the number of votes received; the nominees receiving
the highest number of votes will be elected to the class(es) with the longest
initial terms, as follows: (i) if there shall be three (3) classes one-third
(1/3) of the directors shall be elected for a term of three (3) years, one-third
(1/3) of the directors shall be elected for a term of two (2) years, and
one-third (1/3) of the directors shall be elected for a term of one (1) year. If
the number of directors is not divisible by three (3), the first extra director
shall be elected for a term of three (3) years and a second extra director, if
any, shall be elected for a term of two (2) years; and (ii) if there shall be
two (2) classes, one-half (1/2) of the directors shall be elected for a term of
two (2) years and one-half (1/2) of the directors shall be elected for a term of
one (1) year. If the number of directors is not divisible by two (2), the first
extra director shall be elected for a term of two (2) years.
(e) Subject to the provisions of Section (a) of Article V providing
for a change in the authorized number of directors, at subsequent annual
meetings of shareholders, a number of directors shall be elected equal to the
number of directors with terms expiring at that annual meeting. If there shall
be three (3) classes, at each subsequent annual meeting the directors elected
shall be elected for a term of three (3) years. If there shall be two (2)
classes, at each subsequent annual meeting the directors elected shall be
elected for a term of two (2) years. In the event the authorized number of
directors changes necessitating a change in the number of classes, the directors
of the corporation shall be reclassified in accordance with California law and
the principles of Section (d) of this Article VIII; provided, however, any
change in the number of classes shall not operate to shorten the term of any
director.
(f) If the number of directors is changed, any increase or decrease
Shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as possible, and any additional directors of any
class elected to fill a vacancy resulting from an increase in such class shall
hold office for a term that shall coincide with the remaining term of that
class, but in no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until the annual
meeting for the year in which his term expires and until his successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office. Any vacancy on the Board of
Directors, howsoever resulting, may be filled by a majority of the directors
then in office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.
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(g) Notwithstanding the foregoing provisions of this Article VIII,
whenever the holders of any one or more classes or series of Preferred Stock
issued by the corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of shareholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of these Articles of Incorporation
or the resolution or resolutions adopted by the Board of Directors pursuant to
Article IV applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Article VIII unless expressly provided by
such terms.
(h) Notwithstanding any other provision of these Articles of
Incorporation, any amendment, change or repeal of this Article VIII shall
require the vote of at least sixty-six and two-thirds percent (66 2/3%) of the
outstanding shares entitled to vote thereon.
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