VIB CORP
424B3, 1999-06-21
NATIONAL COMMERCIAL BANKS
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                                               Filed Pursuant to Rules 424(b)(3)
                                               and 424(c) of Regulation C

                                               Registration No. 333-50701



                                    VIB CORP
                                   SUPPLEMENT
                                       TO
                     REOFFER PROSPECTUS DATED APRIL 22, 1998

         This Supplement to Reoffer Prospectus (this "Supplement") covers the
resale by Janice Stewart Grady (the "Selling Shareholder"), Senior Vice
President/Human Resources of VIB Corp (the "Company") and Valley Independent
Bank (the "Bank"), a wholly-owned subsidiary of the Company, of 3,398 shares of
the Company's common stock, no par value per share (the "Common Stock"),
acquired pursuant to that certain stock option agreement executed by and between
the Company and the Selling Shareholder in connection with the VIB Corp 1997
Stock Option Plan (the "Plan").

         The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotation National Market System under the trading symbol
"VIBC." The last sale price for the Common Stock as so reported was on June 17,
1999 and was $9.75 per share.

         On September 10, 1998, a Supplement to Reoffer Prospectus covering the
resale by Jack Brittain, Jr., Executive Vice President and Chief Credit Officer
of the Bank, of 8,976 shares of Common Stock acquired pursuant to that certain
stock option agreement executed by and between the Company and Mr. Brittain in
connection with the Plan, was filed with the Securities and Exchange Commission
(the "SEC"). The 8,976 shares of Common Stock were sold through Sutro & Co.,
Incorporated, a licensed broker ("Sutro"), on the Nasdaq National Market System
at market in multiple transactions on or about the following dates: September
15, October 20, and December 20, 1998. The Company did not receive any of the
proceeds from the sales.

         On June 12, 1998, a Supplement to Reoffer Prospectus covering the
resale by Dennis L. Kern, President and Chief Executive Officer of the Bank, of
5,000 shares of Common Stock acquired pursuant to that certain stock option
agreement executed by and between the Company and Mr. Kern in connection with
the Plan, was filed with the SEC. The 5,000 shares of Common Stock were sold
through Sutro on the Nasdaq National Market System at market on or about June
18, 1998. The Company did not receive any of the proceeds from the sale.

         On May 20, 1998, a Supplement to Reoffer Prospectus covering the resale
by Harry G. Gooding, III, Executive Vice President and Chief Financial Officer
of the Bank, of 7,252 shares of Common Stock acquired pursuant to that certain
stock option agreement executed by and between the Company and Mr. Gooding in
connection with the Plan, was filed with the SEC. The 7,252 shares of Common
Stock were sold through Sutro on the Nasdaq National Market System at market on
or about May 22, 1998. The Company did not receive any of the proceeds from the
sale.

                              PLAN OF DISTRIBUTION

         The Company has been notified that 3,398 shares of the Common Stock
will be sold through Sutro. The 3,398 shares of Common Stock will be sold on the
Nasdaq National Market System at market on or about June 21, 1999. The Company
will not receive any of the proceeds from the sale of shares of the Common Stock
by the Selling Shareholder. Other than as disclosed herein, there are no other
material terms concerning the proposed sale.


                 The date of this Supplement is June 18, 1999.



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