<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------
VIB CORP
(Exact Name of Registrant as Specified in Its Charter)
California 33-0780371
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1498 Main Street
El Centro, California 92243
(Address of Principal Executive Offices Including Zip Code)
VIB CORP
1997 STOCK OPTION PLAN
(Full Title of the Plan)
---------
Harry G. Gooding, III
Executive Vice President and Chief Financial Officer
1498 Main Street
El Centro, California 92243
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service:
(760) 337-3200
Copy to:
S. Alan Rosen, Esq.
HORGAN, ROSEN, BECKHAM & COREN, L.L.P.
21700 Oxnard Street, Suite 1400
Los Angeles, California 91365
(818) 340-6100
(818) 340-6190 (Fax)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,000,000 shares $16.25(1) $32,500,000(1) $9,587.50
No Par Value
================================================================================================
</TABLE>
- --------------
(1) Estimated solely for the purposes of calculating the registration fee on
the basis of the average of the high ($16.50) and low ($16.00) sales
price for the Common Stock, no par value per share, of Registrant on
April 21, 1998, in accordance with Securities Act Rule 457(c).
<PAGE> 2
REOFFER PROSPECTUS
VIB CORP
2,000,000 SHARES OF COMMON STOCK
NO PAR VALUE PER SHARE
This Reoffer Prospectus (this "Prospectus") covers the resale by
officers or directors (the "Selling Shareholders") of VIB Corp (the "Company")
of shares of the Company's common stock, no par value per share (the "Common
Stock"), acquired pursuant to those certain stock option agreements executed by
and between the Company and the Selling Shareholders (the "Stock Option
Agreement") in connection with the VIB Corp 1997 Stock Option Plan (the "Plan").
The Selling Shareholders may offer shares of the Common Stock from
time to time to purchasers directly or through underwriters, dealers or agents.
Such shares of the Common Stock may be sold at market prices prevailing at the
time of sale or at negotiated prices.
The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotation System National Market under the trading symbol
"VIBC." The last sale price for the Common Stock as so reported was on April 21,
1998 and was $16.50 per share. The Company will not receive any of the proceeds
from the sale of shares of the Common Stock by the Selling Shareholders. The
address of the principal executive offices of the Company is 1498 Main Street,
El Centro, California 92243 and its telephone number is (760) 337-3200.
SEE "RISK FACTORS" AT PAGE 2 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company or any Selling Shareholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
--------------------------------------------------------------
The date of this Prospectus is April 22, 1998
<PAGE> 3
VIB CORP
REOFFER PROSPECTUS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
INTRODUCTION ............................................................ 1
AVAILABLE INFORMATION ................................................... 1
INCORPORATION OF DOCUMENTS BY REFERENCE ................................. 1
RISK FACTORS ............................................................ 2
Adverse Economic and Other Conditions ........................... 2
Government Regulation; Dividend Restrictions .................... 2
Capital Standards ............................................... 3
Seasonality and Agriculture ..................................... 3
Competition ..................................................... 3
USE OF PROCEEDS ......................................................... 3
SELLING SHAREHOLDERS .................................................... 3
PLAN OF DISTRIBUTION .................................................... 5
LEGAL MATTERS ........................................................... 5
EXPERTS ................................................................. 5
</TABLE>
i
<PAGE> 4
INTRODUCTION
VIB Corp, a California corporation, headquartered in El Centro,
California (the "Company"), was formed as a bank holding company for Valley
Independent Bank, a California state-chartered bank (the "Bank"). Under the
terms of the Plan of Reorganization and Merger Agreement (the "Reorganization
Agreement"), adopted by the Board of Directors of Company and the Bank and
approved by the requisite vote of the Bank's shareholders at a Special Meeting
of Shareholders held on March 10, 1998, the shareholders of the Bank received
shares of the Common Stock and Warrants to purchase Common Stock of the Company
on a one-for-one basis at the effective time of the reorganization. Upon
consummation of the reorganization, the shareholders of the Bank became the
shareholders of the Company and the Bank became the wholly-owned subsidiary of
the Company. The reorganization was consummated effective March 12, 1998.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission in
Washington D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained upon written request addressed to the Commission, Public
Reference Branch, 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates. Upon request, and when suitable arrangements can be made, such records
may be sent to any other Commission office for inspection, including the Pacific
Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. Electronic filings made through the Electronic Data Gathering, Analysis,
and Retrieval system are available through the Commission's Web site
(http://www.sec.gov). Such reports and other information concerning the Company
can also be inspected at the offices of the Company at 1498 Main Street, El
Centro, California 92243. The Company's Common Stock is traded on The Nasdaq
Stock Market. Reports, proxy statements and other information concerning the
Company may also be inspected at the offices of Nasdaq Operations, 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus, which constitutes a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain items of which are contained in schedules and exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the contents of any
contract, agreement or the document referred to are not necessarily complete.
With respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Items and information
omitted from this Prospectus but contained in the Registration Statement may be
inspected and copied at the Public Reference Facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March
30, 1998.
(b) The Company's Current Report on Form 8-K for the month of
March, 1998, filed with the Commission on March 20, 1998.
1
<PAGE> 5
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on March 20, 1998, including any amendment or
report heretofore or hereafter filed for the purpose of
updating the description of the Company's Common Stock
contained therein.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom copy of
this Prospectus is delivered, on written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to the Company's Executive Offices at 1498 Main Street, El Centro,
California 92243, (760) 337-3200.
----------------------
RISK FACTORS
Prospective investors should carefully consider the following risk
factors as well as the other information contained or incorporated by reference
in this Prospectus before purchasing shares offered hereby.
Adverse Economic and Other Conditions. During the early to mid 1990s,
the Southern California economy was impacted by the economic recession which
affected many regions of the United States. While economic reports indicate an
improvement in the Southern California economy, a worsening of current economic
conditions could have an adverse effect on the Company's business, including the
demand for new loans, refinancing activity, the ability of borrowers to repay
outstanding loans and the value of the collateral securing such loans. The
profitability of the Company may be impaired by adverse changes in local and
regional economic conditions which affect the areas in which the Company does
business or by acts of nature (including earthquakes, which may cause uninsured
damage and other loss of value to real estate that secures the Company's loans)
in those areas. Such events could also have a significant adverse impact on the
value of such collateral or the Company's earnings.
Government Regulation; Dividend Restrictions. The Company and the Bank
are subject to extensive governmental supervision, regulation and control, and
future legislation and government policy could adversely affect the financial
industry. The full impact of such legislation and regulation cannot be
predicted, and future changes may alter the structure and competitive
relationship among financial institutions. In addition, federal regulatory
authorities have the power in certain circumstances to prohibit dividends and
other payments from the Bank to the Company, although this has not happened to
date. Capital distributions from the Bank would be prohibited, with limited
exceptions, if the Bank were categorized as "undercapitalized" under applicable
federal regulations, and payments of interest and principal on subordinated debt
of the Bank could be restricted or prohibited, with some exceptions, if the Bank
were categorized as "critically undercapitalized" under applicable federal
regulations. Under California law, the ability of state banks, like the Bank, to
pay dividends is limited. Further, the California Commissioner of Financial
Institutions and applicable federal regulators have the authority to prohibit
the payment of dividends by the Bank if they find that such payment would
constitute an unsafe or unsound practice.
2
<PAGE> 6
Capital Standards. The federal banking agencies have risk-based capital
adequacy guidelines intended to provide a measure of capital adequacy that
reflects the degree of risk associated with a banking organization's operations
for both transactions reported on the balance sheet such as loans, and
off-balance sheet items, such as letters of credit and recourse arrangements. In
determining the capital level the Bank is required to maintain, the Federal
Reserve Board System (the "FRB") does not, in all respects, follow generally
accepted accounting principals and has special rules which have the effect of
reducing the amount of capital it will recognize for purposes of determining the
capital adequacy of the Company and the Bank. Future changes in FRB regulations
or practices could increase the capital level the Company and the Bank are
required to maintain or further reduce the amount of capital recognized for
purposes of capital adequacy. Such change could affect the ability of the
Company to grow and could restrict the amount of profits, if any, available for
the payment of dividends.
Seasonality and Agriculture. The Company's business is affected by the
seasonality of the agricultural economy of the Imperial and Coachella Valleys.
This seasonality impacts the Company's liquidity; however, the Company has taken
steps to closely monitor its liquidity and to adjust for seasonal fluctuations.
Moreover, the Company considers the special risks involved in agriculture in
considering the adequacy of its allowance for credit losses because at least
16.7% of its loans are agriculturally related and the Imperial and Coachella
Valleys are dependent upon the success of their agricultural businesses.
Competition. The Company faces strong competition both in attracting
deposits and in making loans. The Company's competition in making loans comes
principally from commercial banks, savings and loan associations, mortgage
companies, and to a lesser degree, thrift and loan companies, credit unions and
insurance companies. Many of the nation's largest commercial banks and savings
and loan associations have a significant number of branch offices in the areas
in which the Company conducts operations. By virtue of their larger capital
base, many of the commercial banks and savings and loan associations with which
the Company competes have significantly greater lending limits than the Bank and
perform other services for their customers which the Bank can offer only through
correspondents or other vendors, if at all. Deregulation of the banking industry
and increased competition from nonbank entities for the cash balances of
individuals and businesses have had and will continue to have a significant
impact on the competitive position of the Bank. Competition for loans tends to
increase during periods of low interest rates. Among the advantages of the
larger of these institutions are their ability to make larger loans, finance
extensive advertising campaigns, access international money markets and
generally allocate their investment assets to regions of highest yield and
demand. Management believes that its most direct competition for deposits comes
from commercial banks, stock brokerage firms, savings and loan associations,
thrift and loan companies and credit unions. Additional significant competition
for deposits may be expected to arise from corporate and governmental debt
securities, as well as money market mutual funds.
USE OF PROCEEDS
The Selling Shareholders will receive all of the net proceeds from the
sale of the shares of Common Stock owned by the Selling Shareholders and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.
SELLING SHAREHOLDERS
The Common Stock covered by this Prospectus is being offered by the
Selling Shareholders identified in the table below. The shares of Common Stock
have been acquired by the Selling Shareholders pursuant to the Stock Option
Agreements with the Company. The following sets forth certain information as of
March 27, 1998, with respect to the Selling Shareholders and the shares of
Common Stock offered hereby:
3
<PAGE> 7
<TABLE>
<CAPTION>
MAXIMUM MAXIMUM %
AMOUNT OF OF SHARES TO
SHARES OF NO. OF SHARES SHARES TO BE BE HELD
COMMON STOCK UNDERLYING HELD AFTER AFTER
SHAREHOLDER POSITION PRESENTLY HELD(1) OPTIONS HELD OFFERING(2) OFFERING(3)
- ----------- -------- ---------------- ------------ ------------ ----------
<S> <C> <C> <C> <C> <C>
Jack Brittain, Jr. Executive Vice President 9,067 25,022 9,067 0.15%
and Chief Credit Officer
of the Bank*
Charles Ellis Director of the Company 16,904 22,008 16,904 0.27%
and the Bank
R. Stephen Ellison Director of the Company 25,073 27,598 25,073 0.40%
and the Bank
Richard D. Foss Chairman of the Board 69,588 27,598 69,588 1.12%
of Directors of the Company
and the Bank
Harry G. Gooding, III Executive Vice President and 829 29,393 829 0.01%
Chief Financial Officer of the
Company and the Bank
Dennis L. Kern Director, President, and 73,035 158,962 73,035 1.15%
Chief Executive Officer
of the Company and the Bank
Edward McGrew Director of the Company 28,447 27,598 28,447 0.46%
and the Bank
Ronald A. (Rusty) Pedersen Vice Chairman of the 257,956 14,713 257,956 4.15%
Board of Directors of the
Company and the Bank
Martin E. Plourd Executive Vice President 12,230 22,609 12,230 0.20%
and Branch Administrator
of the Bank*
John L. Skinner Director of the Company 47,827 19,008 47,827 0.77%
and the Bank
Thomas Topuzes Executive Vice President and 9,346 31,753 9,346 0.15%
Chief Administrative Officer
of the Bank*
Alice Helen Lowery Westerfield Vice Chairman of the Board 293,474 23,302 293,474 4.72%
of Directors of the Company
and the Bank
</TABLE>
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* This person does not hold a position with the Company.
(1) Does not include shares allocated pursuant to the Company's 401(k) Plan,
shares in the ESOP, or outstanding and unexercised warrants.
(2) Assumes sale of all option shares in the offering.
(3) Assumes the options shares of the particular Selling Shareholder are
issued and outstanding. As of March 27, 1998, there were 6,194,116
shares of Common Stock issued and outstanding.
4
<PAGE> 8
PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific
plans for the distribution of the shares of Common Stock covered by this
Prospectus, but it is anticipated that the Selling Shareholders may sell all or
a portion of the shares of Common Stock from time to time to purchasers directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholders and/or purchasers of the shares of Common Stock for whom they may
act as agent. The Selling Shareholders will be responsible for payment of any
and all commissions to brokers, which will be negotiated on an individual basis.
The Selling Shareholders and any underwriters, dealers or agents that
participate in the distribution of the shares of Common Stock might be deemed to
be underwriters, and any profit on the sale of such shares of Common Stock by
them and any discounts, commissions or concessions received by any such
underwriters, dealers, or agents might be deemed to be underwriting discounts
and commissions under the Securities Act. At the time a particular offer of any
of the shares of Common Stock is made, to the extent required, a supplement to
this Prospectus will be distributed which will set forth the aggregate principal
amount of stock being offered and the terms of the offering, including the name
or names of any underwriters, dealers or agents, any discounts, commissions or
other items constituting compensation from the Selling Shareholders and any
discounts, commissions or concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold on the Nasdaq National Market
System or in privately negotiated transactions. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 of the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Shareholders will be subject to applicable provisions of
the Exchange Act, and the rules and regulations thereunder, including, without
limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the shares of Common Stock by the Selling
Shareholders. There is no assurance that the Selling Shareholders will sell any
or all the Common Stock described herein and may transfer, devise or gift such
shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the
Company by Horgan, Rosen, Beckham & Coren, L.L.P., Los Angeles, California.
EXPERTS
The financial statements and schedules incorporated in this Prospectus
by reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, have been audited by Vavrinek, Trine, Day & Co., LLP
independent public accountants, as stated in their reports, which have been
incorporated herein by reference, and have been so incorporated in reliance upon
such reports given upon the authority of that firm as experts in accounting and
auditing.
5
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 30,
1998.
(b) The Registrant's Current Report on Form 8-K for the month of
March, 1998, filed with the Commission on March 20, 1998.
(c) The description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed with
the Commission on March 20, 1998, including any amendment or
report heretofore or hereafter filed for the purpose of updating
the description of the Registrant's Common Stock contained
therein.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
offered hereby 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. Any statement contained in a document incorporated
by reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any other
subsequently filed incorporated document modifies or supersedes such statement.
Any such 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. The Registrant's Common Stock was registered on Form 8-A
pursuant to Section 12(g) of the Securities Exchange Act of 1934.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws provide that the Registrant shall, to the
maximum extent and in the manner permitted by the California Corporations Code
(the "Code"), indemnify each of its directors against expenses, judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceeding arising by reason of the fact that such person is
or was a director of the Registrant. Furthermore, pursuant to Registrant's
Articles of Incorporation and Bylaws, the Registrant has power, to the maximum
extent and in the manner permitted by the Code, to indemnify its employees,
officers and agents (other than directors) against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
employee, officer or agent of Registrant.
6
<PAGE> 10
Under Section 317 of the Code, a corporation may indemnify a director,
officer, employee or agent of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In the case of an action brought by or in the right of a corporation, the
corporation may indemnify a director, officer, employee or agent of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him or her if he or she acted in good faith and in a manner he or
she acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the corporation, except that no indemnification shall be
made: (1) in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless a court finds that, in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnify for such expenses as the court shall deem proper, (2) of
amounts paid in settling or otherwise disposing of a pending action without
court approval, and (3) of expenses incurred in defending a pending action which
is settled or otherwise disposed of without court approval.
The Registrant's Articles of Incorporation provides that to the fullest
extent permitted by the Code as the same exists or may hereafter be amended, a
director of the Registrant shall not be liable to the Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director.
The Code permits California corporations to include in their articles of
incorporation a provision eliminating or limiting director liability for
monetary damages arising from breaches of their fiduciary duty. The only
imitations imposed under the statute are that the provision may not eliminate or
limit a director's liability (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders or that involve the absence of good faith on the
part of the director, (iii) for any transaction from which a director derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard for the director's duty to the corporation 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 corporation or its shareholders, (v) for acts or omissions that
constitute an unexcused pattern of inattention that amounts to an abdication of
the director's duty to the corporation or its shareholders, (vi) under a
contract or transaction between the corporation and a director or between the
corporation and any corporation in which one more of its directors has a
material financial interest, or (vii) for approving any of the following
corporate actions: (1) the making of any distribution to its shareholders that
would cause the corporation to be unable to meet its liabilities, (2) the making
of any distribution to the corporation's shareholders on any shares of its stock
of any class or series that are junior to outstanding shares of any other class
or series with respect to distribution of assets on liquidation if, after giving
effect thereto, the excess of its assets (exclusive of goodwill, capitalized
research and development expenses and deferred charges) over its liabilities
(not including deferred taxes, deferred income and other deferred credits) would
be less than the liquidation preference of all shares having a preference on
liquidation over the class or series to which the distribution is made;
provided, however, that for the purpose of applying the aforementioned to a
distribution by a corporation of cash or property in payment by the corporation
in connection with the purchase of its shares, there shall be deducted from
liabilities all amounts that had been previously added thereto with respect to
obligations incurred in connection with the corporation's repurchase of its
shares and reflected on the corporation's balance sheet, but not in excess of
the principal of the obligations that will remain unpaid after the distribution;
provided, further, that no deduction from liabilities shall occur on account of
any obligation that is a distribution to the corporation's shareholders at the
time the obligation is incurred, (3) the distribution of assets to shareholders
after institution of dissolution proceeding of the corporation, without paying
or adequately providing for all known liabilities of the corporation, excluding
any claims not filed by creditors within the time limit set by the court in a
notice given to creditors under Chapters 18, 19 and 20, (4) the making of any
loan to or guarantee the obligation of any director or officer, unless the
transaction is approved by a majority of the shareholders to act thereon, or (5)
the making of any loan to or guarantee the obligation of, any person upon the
security of shares of the corporation or of its parent if the corporation's
recourse in the event of default is limited to the security for the loan or
guaranty, unless the loan or guarantee is adequately secured without considering
these shares, or the loan or guaranty is approved by a majority of the
shareholders entitled to act thereon.
7
<PAGE> 11
The foregoing summaries are necessarily subject to the complete text of
the statute, Articles of Incorporation, Bylaws and agreements referred to above
and are qualified in their entirety by reference thereto.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
4.1 VIB Corp 1997 Stock Option Plan* N/A
4.2 Form of Stock Option Agreement* N/A
5 Legal Opinion of Horgan, Rosen, Beckham & Coren, L.L.P. 11
with respect to the validity of the shares of Common
Stock underlying options registered hereby
15 Not Applicable N/A
23.1 Consent of Horgan, Rosen, Beckham & Coren, L.L.P. N/A
(Included in Exhibit 5)
23.2 Consent of Vavrinek, Trine, Day & Co. LLP 13
24 Not Applicable N/A
99 Plan of Reorganization and Merger Agreement* N/A
</TABLE>
* Filed as exhibits to Registrant's Registration Statement on Form S-4
filed with the Commission on December 23, 1997.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of 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 addlement
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;
(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 the undertakings set forth in
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 by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
8
<PAGE> 12
(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 further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
9
<PAGE> 13
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 El Centro, State of California on the 21st day of
April, 1998.
VIB CORP
By: /s/ DENNIS L. KERN
-------------------------------------
Dennis L. Kern
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dennis L. Kern and S. Alan Rosen, and each or any
one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ CHARLES ELLIS Director April 21, 1998
- ----------------------------------
Charles Ellis
/s/ R. STEPHEN ELLISON Director April 21, 1998
- ----------------------------------
R. Stephen Ellison
/s/ RICHARD D. FOSS Chairman of the Board April 21, 1998
- ---------------------------------- of Directors
Richard D. Foss
/s/ HARRY G. GOODING, III Executive Vice President April 21, 1998
- ---------------------------------- and Chief Financial Officer
Harry G. Gooding, III (and Principal Accounting
Officer)
/s/ DENNIS L. KERN Director, President and April 21, 1998
- ---------------------------------- Chief Executive Officer
Dennis L. Kern
/s/ EDWARD MCGREW Director April 21, 1998
- ----------------------------------
Edward McGrew
/s/ RONALD A. PEDERSEN Vice Chairman of the April 21, 1998
- ---------------------------------- Board of Directors
Ronald A. Pedersen
/s/ JOHN L. SKINNER Director April 21, 1998
- ----------------------------------
John L. Skinner
/s/ ALICE HELEN LOWERY WESTERFIELD Vice Chairman of the Board April 21, 1998
- ---------------------------------- of Directors
Alice Helen Lowery Westerfield
</TABLE>
10
<PAGE> 1
EXHIBIT 5
[Horgan, Rosen, Beckham & Coren, L.L.P. letterhead]
April 22, 1998
VIB CORP
1498 Main Street
El Centro, California 92243
Re: Registration Statement on Form S-8
Lady and Gentlemen:
We have acted as counsel to VIB Corp (the "Company") in connection with
the registration by the Company of a total of up to 2,000,000 shares of the
Company's Common Stock, no par value per share (the "Shares"), issuable by the
Company upon the exercise of options granted under the VIB Corp 1997 Stock
Option Plan and options granted and which may be granted thereunder (the
"Plan").
A Registration Statement on Form S-8 under the Securities Act of 1933,
as amended, covering the Shares is being filed with the Securities and Exchange
Commission concurrently herewith.
In connection herewith we have examined and relied as to matters of fact
upon such certificates of public officials, such certificates of officers of the
Company and originals or copies certified to our satisfaction of the Articles of
Incorporation and Bylaws of the Company, as amended, the Plan, proceedings of
the Board of Directors of the Company and other corporate records, documents,
certificates and instruments as we have deemed necessary or appropriate in order
to enable us to render the opinion expressed below.
In rendering the following opinion, we have assumed the genuineness of
all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals and the conformity to authentic originals
of all documents submitted to us as certified or photostated copies, and we have
relied as to matters of fact upon statements and certifications of officers of
the Company. In addition, we have assumed that the certificates for the Shares
to be issued will
<PAGE> 2
VIB Corp
April 22, 1998
Page 2
conform to the specimen thereof examined by us and will be duly registered and
countersigned by the Company's transfer agent.
Based on the foregoing, we are of the opinion that when sold in
accordance with the terms and conditions of the Plan and the respective Stock
Option Agreements, the Shares will be duly and validly authorized and issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
aforesaid Registration Statement on Form S-8.
Very truly yours,
HORGAN, ROSEN, BECKHAM & COREN, L.L.P.
<PAGE> 1
EXHIBIT 23.2
[Vavrinek, Trine, Day & Co., LLP letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the inclusion of our Independent Auditor's Report dated
January 14, 1998 (except for Note S which is dated January 22, 1998) regarding
the statements of financial condition of Valley Independent Bank as of December
31, 1997 and December 31, 1996, and the related statements of income, changes in
shareholders' equity, and cash flows for each of the three years in the period
ended December 31, 1997, and the reference to our firm as "experts", in the Form
S-8 filed with the Securities and Exchange Commission on behalf of VIB Corp.
April 22, 1998 Vavrinek, Trine, Day & Co. LLP
Laguna Hills, California
