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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VIB CORP
(Exact name of registrant as specified in its charter)
California 33-0780371
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1498 Main Street, El Centro, California 92243
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box [ ]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box [X]
Securities Act registration statement file number to which this form
relates:
333-43021 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of class)
Warrants
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Introduction
Valley Independent Bank (the "Bank") is a California state-chartered
bank located in El Centro, California. The Bank's Board of Directors determined
that it was in the best interests of the Bank and its shareholders to form a
holding company to remain competitive in the Bank's market areas. Toward that
end, VIB Corp (the "Registrant") was formed as a California corporation. Under
the terms of the Plan of Reorganization and Merger Agreement (the "Merger
Agreement") adopted by the Board of Directors of the Registrant 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 and warrant holders of
the Bank receive shares of the Common Stock and Warrants to purchase Common
Stock of the Registrant on a one-for-one basis at the effective time of the
merger, the shareholders of the Bank become the shareholders of the Registrant
and the Bank becomes the wholly-owned subsidiary of the Registrant. The merger
was consummated on March 12, 1998. As of March 12, 1998, there were issued and
outstanding 6,194,116 shares of the Bank's Common Stock and 103,035 Warrants.
The Registrant's Common Stock has been listed for trading on the Nasdaq National
Market under the symbol "VIBC."
Description of Common Stock
The authorized capital stock of the Registrant consists of 20,000,000
shares of Common Stock, no par value (the "Common Stock"), and 10,000,000 shares
of preferred stock (the "Preferred Stock"). 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 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.
The issuance of Preferred Stock could affect the rights of holders of
Common Stock. No shares of Preferred Stock will be issued in connection with the
merger and there are no plans to issue Preferred Stock at the present time.
Holder of shares of the Common Stock are entitled to one vote for each
share held of record on all matters voted upon by shareholders. The Registrant's
Articles of Incorporation provide for the elimination of cumulative voting in
connection with the election of directors and, further, provides for the
classification of the Registrant's Board of Directors into two or three classes,
depending on whether there are less than nine or more than eight directors,
respectively. Cumulative voting entitles a shareholder to give one nominee as
many votes as are equal to the number of directors to be elected, multiplied by
the number of shares owned, or to distribute his or her votes on the same
principle between two or more nominees as he or she sees fit. The elimination of
cumulative voting
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and the classification of the Board of Directors will be effective only when the
Registrant becomes a "listed corporation" which will occur when the Bank's
listing on Nasdaq is converted to the Registrant, which is scheduled to occur
when the merger becomes effective.
Upon liquidation or dissolution of the Registrant, the assets legally
available for distribution to holders of shares of the Common Stock, after
payment of all obligations of the Registrant and payment of any liquidation
preference of all other classes and series of stock entitled thereto, including
Preferred Stock, if any, are distributable ratably among the holders of the
Common Stock.
The holders of the Common Stock have no preemptive rights to subscribe
for new issue securities, and shares of the Common Stock are not subject to
redemption, conversion, or sinking fund provisions. The shares of the Common
Stock, when issued in connection with the merger, will be validly issued, fully
paid, and non assessable.
After the preferential dividends upon all other classes and series of
stock entitled thereto shall have been paid or declared and set apart for
payment and after the Registrant shall have complied with all requirements, if
any, with respect to the setting aside of sums as a sinking fund or for a
redemption account on any class of stock, then the holders of the Common Stock
are entitled to such dividends as may be declared by the Board of Directors out
of funds legally available therefore under the laws of the State of California.
Under California law, the Registrant would be prohibited from paying dividends
unless: (1) its retained earnings immediately prior to the dividend payment
equals or exceeds the amount of the dividend; or (2) immediately after giving
effect to the dividend (i) the sum of the Registrant's assets would be at least
equal to 125% of its liabilities and, (ii) the current assets of the Registrant
would be at least equal to its current liabilities or, if the average of its
earnings before taxes on income and before interest expense for the two
preceding fiscal years was less than the average of its interest expense for the
two preceding fiscal years, the current assets of the Registrant would be at
least equal to 125% of its current liabilities.
The future dividend policy of the Registrant is subject to the
discretion of the Board of Directors and will depend upon a number of factors,
including earnings, financial condition, cash needs and general business
conditions. The Bank's dividend policy has been to retain earnings to increase
capital, and the Registrant intends to maintain such policy in the foreseeable
future.
U.S. Stock Transfer Corporation, Glendale, California, serves as the
registrar and transfer agent for the Registrant's Common Stock.
Description of Warrants
Effective with the consummation of the merger, March 12, 1998, the
Registrant has 103,035 Warrants outstanding. The following summarizes the terms
of the Warrants.
Exercise Period and Prices; Expiration Date. Each Warrant will entitle
the registered holder to purchase from the Registrant, for cash, one(1) share of
Common Stock. The Warrants are exercisable through October 29, 1999. Warrants
not exercised prior to October 29, 1999, shall
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become null and void, unless extended by the Registrant, subject to regulatory
approval. The Warrants shall be exercisable at a price of $19.50(1) per share
through October 31, 1998 and at a price of $22.50(1) per share thereafter (the
"Exercise Prices"). The Warrants are immediately exercisable.
Antidilutive Adjustments. The Exercise Prices and the number of shares
of the Common Stock purchasable upon exercise of each Warrant are subject to
antidilutive adjustments in certain events, including a stock split on the
Common Stock, issuance of a stock dividend to holders of the Common Stock, or a
reclassification of the Common Stock. No adjustment in the number of shares
purchasable upon exercise of the Warrants will be required until cumulative
adjustments require an adjustment of at least 1% thereof. In addition, the
Registrant may, at its option, reduce the Exercise Prices at any time, subject
to regulatory approval. No fractional shares will be issued upon exercise of
Warrants, but the Registrant will pay the market value of any fractional shares
otherwise issuable.
Rights Upon Consolidation, Merger, etc. In case of any consolidation,
merger or sale or conveyance of the property of the Registrant, the Registrant
may, but is not required to, enter into an agreement with the acquiring
corporation for the Warrants to be assumed, with the holder of each outstanding
Warrant to have the right, upon payment of the Exercise Price, to the kind and
amount of shares of stock and other securities and property (including cash)
receivable by a holder of the number of shares of Common Stock into which such
Warrants were exercisable immediately prior thereto. If such an agreement is not
entered into with the acquiring corporation, then the Warrants will be made
exercisable for at least a 30-day period prior to such event and then terminate.
Reservation of Warrant Shares. The Registrant has authorized and
reserved for issuance the shares of the Common Stock initially issuable upon
exercise of the Warrants. When delivered, such shares of the Common Stock shall
be fully paid and non assessable.
Exercise of Warrants. To exercise a Warrant, the holder must send to the
Registrant the Warrant signed by the holder indicating an election to exercise,
setting forth the number of shares to be purchased and enclosing cash, check or
any combination thereof for the then applicable total Exercise Price. The
Registrant will then return to the holder a certificate evidencing the number of
shares of Common Stock issued upon exercise of the Warrant. If fewer than all
the shares covered by the Warrant surrendered are being purchased, the
Registrant will issue a new Warrant representing the unexercised Warrants.
No Rights as Shareholders. Warrant holders are not entitled, by virtue
of being such holders, to receive dividends or to consent or to receive notice
as shareholders in respect to any meeting of shareholders for the election of
directors of the Registrant or any other matter, or to vote at any such meeting,
or to any other rights whatsoever as shareholders of the Registrant.
- ----------
(1) These figures have not been adjusted to reflect the Bank's 2%
stock dividend paid to shareholders of record on December 26,
1997.
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Available Information. The Registrant plans to furnish to holders of the
Warrants all annual and other reports that it furnishes to holders of the Common
Stock. During the term of the Warrants, upon written request, the Registrant
will provide to Warrant holders the most current public financial information
about the Registrant. Warrant holders are encouraged to request such information
before they exercise the Warrants.
Warrant Agent. U.S. Stock Transfer Corporation serves as the Warrant
agent for the Warrants.
ITEM 2. EXHIBITS.
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
1 VIB Corp Articles of Incorporation(1)
2 VIB Corp Bylaws(2)
3 Form of Common Stock Certificate
4 Form of Warrant Certificate
</TABLE>
- ----------
(1) Filed as Exhibit 3.1 to Registrant's Registration Statement on
Form S-4 dated December 23, 1997 (the "Form S-4").
(2) Filed as Exhibit 3.2 to the Form S-4.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
VIB CORP
Date: March 19, 1998 /s/ Harry G. Gooding, III
------------------------------------
Harry G. Gooding, III
Executive Vice President
and Chief Financial Officer
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EXHIBIT 3
Number Shares
COMMON STOCK
[VIB CORP LOGO]
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA CUSIP 91823H 10 5
THIS CERTIFIES THAT
IS THE OWNER OF
SHARES OF THE COMMON STOCK OF [VIB CORP LOGO]
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate properly
endorsed. By the acceptance of this certificate, the holder hereof assents to
and agrees to be bound by all of the provisions of the Articles of
Incorporation and all amendments thereto. This certificate is not valid until
countersigned by the Transfer Agent and Registrar. WITNESS the facsimile seal of
the Corporation and the facsimile signatures of its duly authorized officers.
- -------------------------------------------------------------------------------
CERTIFICATE OF STOCK
- -------------------------------------------------------------------------------
VIB CORP
DATED: INCORPORATED
NOV.
/s/ CHARLOTTE STUDER 7 /s/ DENNIS L. KERN
----------------------- 1997 -----------------------
SECRETARY CALIFORNIA PRESIDENT
[SEAL]
See Reverse For Certain Definitions
<TABLE>
<CAPTION>
<S> <C>
SHAREHOLDERS MAY OBTAIN, UPON REQUEST AND COUNTERSIGNED AND REGISTERED:
WITHOUT CHARGE, A STATEMENT OF THE RIGHTS, U.S. STOCK TRANSFER CORPORATION
PREFERENCES, PRIVILEGES AND RESTRICTIONS (Glendale, California)
GRANTED TO OR IMPOSED UPON EACH CLASS OF Transfer Agent and Registrar:
SHARES AUTHORIZED TO BE ISSUED AND UPON THE by
HOLDERS THEREOF FROM THE OFFICE OF THE
SECRETARY OF THE CORPORATION. AUTHORIZED SIGNATURE
</TABLE>
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KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN OR DESTROYED
THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE
ISSUANCE OF A REPLACEMENT CERTIFICATE.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ........... Custodian .............
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ...............................
in common (State)
UNIF TRF MIN ACT - ......... Custodian (until age ...)
(Cust)
........... under Uniform Transfers
(Minor)
to Minors Act .....................
(State)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, ____________________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
______________________________________
__________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
__________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
____________________________________________________________________________________________________________________________ Shares
of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
__________________________________________________________________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Dated __________________________________
X ______________________________________________________________________
X ______________________________________________________________________
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
</TABLE>
Signature(s) Guaranteed
By ____________________________________________________________
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
<PAGE> 1
EXHIBIT 4
NO. VIBC-W-
CUSIP 91823H 11 4
Warrants
To Purchase One Share
Of Common Stock Each
[VIB CORP. LOGO]
Incorporated Under the Laws of the State of California
THIS CERTIFIES THAT, for value received,
the registered holder hereof or registered assigns (the "Holder"), is entitled
to purchase from VIB Corp, a California corporation (the "Company"), at the
purchase price of $19.50 per share through October 31, 1998 and at the purchase
price of $22.50 per share thereafter (the "Warrant Price"), one share of the
Company's Common Stock, no par value (the "Common Stock"), for each Warrant
comprising the aggregate number of Warrants set forth above. The number of
shares purchasable upon exercise of this Warrant and the Warrant Price per share
shall be adjusted for Valley Independent Bank's 2% stock dividend paid to
shareholders of record on December 26, 1997 and shall be subject to further
adjustment from time to time as set forth herein. This Warrant shall expire on
October 29, 1999, unless extended, subject to regulatory approval.
This Warrant is one of a duly authorized issue of Warrants evidencing the
right to purchase The Company's Common Stock and is issued in connection with
the corporate reorganization resulting in Valley Independent Bank becoming the
wholly-owned subsidiary of the Company. The shares of Common Stock to be issued
upon the exercise of Warrants are referred to herein as "Warrant Shares."
1. EXERCISE PERIOD AND EXPIRATION DATE. The Warrants are exercisable from
issuance through October 29, 1999. This Warrant shall expire in its entirety and
no longer be exercisable at 5:00 p.m., Pacific Time, on October 29, 1999, unless
extended. The Company shall use its best efforts to qualify or register the
Warrant Shares under the laws of the states in which the Holders reside when no
exemption from such requirements is available.
2. EXERCISE OF WARRANTS. A Warrant may be exercised at the Company's Main
Office at 1498 Main Street, El Centro, California 92243, upon presentation and
surrender hereof, with the Warrant Purchase Form on the reverse hereof duly
completed and signed, and upon payment to the Company of the Warrant Price (as
adjusted in accordance with the provisions of Section 9 hereof), for the number
of Warrant Shares in respect of which such Warrants are then exercised. Payment
of the aggregate Warrant Price shall be made in cash, by check or any
combination thereof.
The Company shall not be required to issue fractional Warrant Shares on the
exercise of Warrants. When Warrants shall be presented for exercise in full at
the same time by the same Holder, the number of full Warrant Shares which shall
be issuable upon the exercise thereof shall be computed on the basis of the
aggregate number of Warrant Shares purchasable by such Holder on exercise of the
Warrants so presented. If any fraction of a Warrant Share would be issuable on
the exercise of any Warrants in full, the Company shall pay an amount in cash
equal to the then current market price per Warrant Share multiplied by such
fraction. When Warrants shall be presented for exercise as to a specified
portion, only full Warrant Shares shall be issuable and a new Warrant shall be
issuable evidencing the remaining Warrant or Warrants.
Upon such surrender of Warrants and payment of the Warrant Price as
aforesaid, the Company shall issue and cause to be delivered with all reasonable
dispatch to or upon the written order of the Holder and in such name or names as
the Holder may designate, a certificate or certificates for the number of full
Warrant Shares so purchased upon the exercise of such Warrants, together with
cash, as provided above in this Section 2, in respect of any fractional Warrant
Share otherwise issuable upon such surrender. Such certificate or certificates
shall be deemed to have been issued and any person so designated to be named
therein shall be deemed to become a holder of record of such Warrant Shares as
of the date of the surrender of such Warrants and payment of the Warrant Price,
as aforesaid; provided, however, that if, at the date of surrender of such
Warrants and payment of the Warrant Price, the transfer books for the Warrant
Shares or other class of stock purchasable upon the exercise of such Warrants
shall be closed, the certificates for the Warrant Shares in respect of which
such Warrants are then exercised shall be issuable as of the date on which such
books shall next be opened (whether before or after the Expiration Date) and
until such date the Company shall be under no duty to deliver any certificate
for such Warrant Shares. The purchase rights represented by the Warrants shall
be exercisable, at the election of the Holders thereof, either in full or from
time to time in part and, in the event that a Warrant is exercised in respect of
less than all of the Warrant Shares purchasable on such exercise at any time
prior to the date of expiration of the Warrants, a new Warrant evidencing the
remaining Warrant or Warrants will be issued. All Warrants surrendered in the
exercise of the rights thereby evidenced shall be cancelled by the Company.
3. EXCHANGE OF WARRANTS. Subject to the restriction on separate
transferability (set forth in Section 4 hereof), each Warrant may be exchanged
without charge for another Warrant(s) entitling the Holder thereof to purchase a
like aggregate number of Warrant Shares as the Warrant(s) surrendered then
entitle such Holder to purchase. Any Holder desiring to exchange a Warrant(s)
shall make such request in writing delivered to the Company or its Warrant
Agent, U.S. Stock Transfer Corporation, 1745 Gardena Avenue, Glendale,
California 91204, and shall surrender, properly endorsed, the Warrant(s) to be
so exchanged. Thereupon, the Company or its Warrant Agent shall deliver to the
person(s) entitled thereto new Warrant(s) as so requested.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.
WITNESS, the facsimile seal of the Company and the facsimile signatures of
its duly authorized officers. This Warrant Certificate is not valid until
countersigned by the Warrant Agent.
VIB Corp,
a California Corporation
By: /s/ DENNIS L. KERN
-----------------------------------
President
VIB CORP.
INCORPORATED By: /s/ CHARLOTTE STUDER
NOV. -----------------------------------
7
1997 Secretary
CALIFORNIA
* Dated:
[SEAL] --------------------------------
Countersigned:
U.S. STOCK TRANSFER CORPORATION
As Warrant Agent
By:
----------------------------------
Authorized Officer
<PAGE> 2
4. TRANSFER OF WARRANTS. The Warrants shall be transferable only on the books
of the Company maintained by the Warrant Agent upon delivery thereof duly
endorsed with signatures properly guaranteed by a commercial bank or securities
brokerage firm, or accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company or its
Warrant Agent shall deliver a new Warrant or Warrants to the person(s) entitled
thereto.
5. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes, if
any, attributable to the initial issuance of Warrant Shares upon the exercise of
Warrants; provided, however, that the Company shall not be required to pay any
tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any Warrants or certificates for Warrant Shares in a
name other than that of the registered Holder of the Warrants, and in such case
the Company shall not be required to issue or deliver any certificates for
shares of Common Stock or any Warrant until the person requesting the same has
paid to the Company the amount of such tax or has established to the Company's
satisfaction that such tax has been paid.
6. MUTILATED OR MISSING WARRANTS. In case any of the Warrants shall be
mutilated, lost, stolen or destroyed, the Company or its Warrant Agent may at
its discretion issue, upon cancellation of the mutilated Warrant, or in lieu of
and in substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest; but only upon
receipt of evidence satisfactory to the Company or its Warrant Agent of such
loss, theft or destruction of such Warrant and indemnity, if requested, also
satisfactory to the Company or its Warrant Agent. An applicant for such a
substitute Warrant shall also comply with such other reasonable regulations as
the Company or its Warrant Agent may prescribe.
7. RESERVATION OF WARRANT SHARES. The Company shall at all times, while the
Warrants are exercisable, keep reserved, out of its authorized Common Stock, a
number of shares of Common Stock sufficient to provide for the exercise of the
rights of purchase represented by the outstanding Warrants. Promptly after the
date of expiration of the Warrants, no shares shall be subject to reservation in
respect of such Warrants.
8. CANCELLATION OF WARRANTS. The Company or its Warrant Agent shall cancel
any Warrants surrendered for exchange, substitution, transfer or exercise in
whole or in part.
9. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF WARRANT SHARES. The number and
kind of securities purchasable upon the exercise of each Warrant and the Warrant
Price shall be subject to adjustments from time to time upon the happening of
certain events, as hereinafter defined:
9.1 ADJUSTMENTS. The number of Warrant Shares purchasable upon the exercise of
each Warrant and the Warrant Price shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a dividend in shares of Common Stock
or make a distribution in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock, or (iv) issue by reclassification of its shares of
Common Stock or capital reorganization other securities of the Company, the
number of Warrant Shares purchasable upon exercise of each Warrant
immediately prior thereto shall be adjusted so that the Holder of each
Warrant shall be entitled to receive the kind and number of Warrant Shares or
other securities of the Company which the Holder would have owned or would
have been entitled to receive after the happening of any of the events
described above, had such Warrant been exercised immediately prior to the
happening of such event or any record date with respect thereto. An
adjustment made pursuant to this Paragraph (a) shall become effective
immediately after the effective date of such event retroactive to the record
date, if any, for such event.
(b) No adjustment in the number of Warrant Shares purchasable hereunder
shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of Warrant Shares
purchasable upon the exercise of each Warrant; provided, however, that any
adjustments which by reason of this Paragraph (b) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment(s). All calculations shall be made to the nearest one hundredth
(1/100) of a share.
(c) Whenever the number of Warrant Shares purchasable upon the exercise of
each Warrant is adjusted, as herein provided, each Warrant Price payable upon
exercise of each Warrant shall be adjusted by multiplying the Warrant Price
immediately prior to the adjustment by a fraction, of which the numerator
shall be the number of Warrant Shares purchasable upon the exercise of each
Warrant immediately prior to the adjustment, and of which the denominator
shall be the number of Warrant Shares so purchasable immediately thereafter.
All calculations shall be made to the nearest whole penny.
(d) For the purpose of this Subsection 9.1, the term "shares of Common
Stock" shall mean (i) the class of stock designated as the Common Stock of
the Company at the date of this Warrant, or (ii) any other class of stock
resulting from successive changes or reclassifications of such shares
consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value. In the event that at any time, as a result
of an adjustment made pursuant to Paragraph (a) above, the Holder shall
become entitled to purchase any shares of the Company other than shares of
Common Stock, thereafter the number of such other shares so purchasable upon
exercise of each Warrant and the Warrant Price of such shares shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Warrant
Shares contained in Paragraphs (a) through (c), inclusive, above, and the
provisions of Sections 1 and 2 and Subsections 9.2 through 9.4, inclusive,
with respect to the Warrant Shares, shall apply on like terms to any such
other shares.
9.2 VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at its option, at any
time during the term of the Warrants, reduce the then current Warrant Price to
any amount deemed appropriate by the Board of Directors of the Company, subject
to regulatory approval.
9.3 NOTICE OF ADJUSTMENT. Whenever the number of Warrant Shares purchasable
upon the exercise of each Warrant and the Warrant Price of such Warrant Shares
are adjusted, as herein provided, the Company shall cause to be mailed by first
class mail, postage prepaid, to each Holder, notice of such adjustment or
adjustments setting forth the number of Warrant Shares purchasable upon the
exercise of each Warrant and the Warrant Price of such Warrant Shares after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
Any failure by the Company to give notice to any Holder or any defect therein
shall not affect the validity of such adjustment or of the event resulting in
the adjustment, nor of the Holder's rights to such adjustment.
9.4 NO ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS. Except as provided in
Subsections 9.1 and 9.6, no adjustment in respect of any dividends or
distributions shall be made during the term of a Warrant or upon the exercise
of a Warrant.
9.5 RIGHTS UPON CONSOLIDATION, MERGER, ETC.
(a) In the case of any consolidation of the Company with or merger of the
Company into another corporation or in the case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, such successor or purchasing corporation may
assume the obligations hereunder, and may execute with the Company an
agreement that each Holder shall have the right thereafter upon payment of
the Warrant Price in effect immediately prior to such transaction to purchase
upon exercise of each Warrant the kind and amount of shares and other
securities and property (including cash) which each Holder would have owned
or would have been entitled to receive after the happening of such
consolidation, merger, sale or conveyance had such Warrant been exercised
immediately prior to such action. The Company shall mail by first class mail,
postage prepaid to each Holder, notice of the execution of any such
agreement. Such agreement shall provide for adjustments, which shall be as
nearly equivalent as may be practicable to the adjustments provided for in
this Section 9. The provisions of this Subsection 9.5 shall similarly apply
to successive consolidations, mergers, sales or conveyances.
(b) In the event that such successor corporation does not execute such an
agreement with the Company as provided in Paragraph (a), then each Holder
shall be entitled to exercise outstanding Warrants, during a period of at
least 30 days, which period shall terminate at least 5 days prior to
consummation of the consolidation, merger, sale or conveyance, and thereby
receive consideration in the transaction on the same basis as other
previously outstanding shares of the same class as the Warrant Shares
acquired upon exercise. Warrants not exercised in accordance with this
Paragraph (b) before consummation of the transaction will be canceled and
become null and void. The Company shall mail by first class mail, postage
prepaid, to each Holder, at least 10 days prior to the first date on which
the Warrants shall become exercisable, notice of the proposed transaction
setting forth the first and last date on which the Holder may exercise
outstanding Warrants and a description of the terms of this Warrant providing
for cancellation of the Warrants in the event that Warrants are not exercised
by the prescribed date.
(c) The Company's failure to give any notice required by this Subsection 9.5
or any defect therein shall not affect the validity of any such agreement,
consolidation, merger, sale or conveyance of property.
9.6 RIGHTS UPON LIQUIDATION. In case (i) the Company shall make any
distribution of its assets to holders of its shares of Common Stock as a
liquidation or partial liquidation dividend or by way of return of capital, or
other than as a dividend payable out of capital and unimpaired surplus legally
available for dividends under the California Corporations Code, or (ii) the
Company shall liquidate, dissolve or wind up its affairs (other than in
connection with a consolidation, merger or sale of all or substantially all of
its property, assets, and business as an entirety), then the Company shall
cause to be mailed to each Holder, by first class mail, postage prepaid, at
least 20 days prior to the applicable record date, a notice stating the date on
which such distribution, liquidation, dissolution or winding up is expected to
become effective, and the date on which it is expected that holders of shares
of Common Stock of record shall be entitled to exchange their shares of Common
Stock for securities or other property or assets (including cash) deliverable
upon such distribution, liquidation, dissolution or winding up. The Company's
failure to give the notice required by this Subsection 9.6 or any defect
therein shall not affect the validity of such distribution, liquidation,
dissolution or winding up.
9.7 STATEMENT ON WARRANT. Irrespective of any adjustments in the Warrant Price
or the number or kind of shares purchasable upon the exercise of the Warrants,
Warrants theretofore or thereafter issued may continue to express the same
price and number and kind of shares as are stated in the Warrants initially
issued.
10. NO RIGHTS AS STOCKHOLDERS. Nothing contained in this Warrant shall be
construed as conferring upon the Holder hereof or the Holder's transferees the
right to vote or to receive dividends or to consent to or to receive notice as
stockholders in respect of any meeting of stockholders for the election of
directors of the Company or any other matter, or any rights whatsoever as
stockholders of the Company.
11. NOTICES. Any notice pursuant to this Warrant by any Holder to the Company
or by the Company to the Holder, shall be in writing and shall be mailed first
class, postage prepaid, or delivered: (a) to the Company, at its Main Office at
1498 Main Street, El Centro, California 92243; or (b) to the Holder, at the
Holder's respective address on the books of the Company.
12. APPLICABLE LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflict of laws.
13. CAPTIONS. The captions of the Sections and Subsections of this Warrant
have been inserted for convenience only and shall have no substantive effect.
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ASSIGNMENT OF WARRANT
(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)
<TABLE>
<S> <C>
To: VIB Corp To: U.S. STOCK TRANSFER
1498 Main Street CORPORATION
El Centro, California 92243 or 1745 Gardena Avenue
Glendale, California 91204
</TABLE>
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE: ______________________________________________________________________
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(Name and Address of Assignee Must be Printed or Typewritten)
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the within Warrant, hereby irrevocably constituting and appointing
________________________ Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.
Dated: ________________________________________
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Signature of Record Holder
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Signature of Record Holder
NOTE: The above signatures(s) must correspond with the names(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever.
SIGNATURE(S) GUARANTEED BY:
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WARRANT PURCHASE FORM
(TO BE SIGNED ONLY UPON ASSIGNMENT OF WARRANT)
To: VIB Corp
1498 Main Street
El Centro, California 92243
The undersigned hereby irrevocably elect(s) to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder, ____________
shares of the Company's Common Stock, and request(s) that certificates for such
shares be issued in the name of:
Please print name and address:
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Please provide Social Security or Federal Tax I.D. No.:
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and, if said number of shares shall not be all the shares purchasable
thereunder, that a new Warrant for the balance remaining of the whole number of
shares purchasable under the within Warrant be registered in the name of the
undersigned Holder or assignee as indicated below and delivered to the address
stated below.
DATED: ____________________________
Address:
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Signature of Record Holder or Assignee
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Signature of Record Holder or Assignee
NOTE: The above signatures(s) must correspond with the names(s) as written upon
the face of this Warrant in every particular, without alteration or enlargement
or any change whatsoever, unless this Warrant has been assigned.
SIGNATURE(S) GUARANTEED BY: ____________________________________
