<PAGE> 1
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 Mr. Dennis Kern (the "Selling Shareholder"), Chief Executive Officer and a
director of VIB Corp (the "Company"), of 4,500 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 (the "Nasdaq-NMS") under the
trading symbol "VIBC." The last sale price for the Common Stock as so reported
was on May 26, 2000 and was $6.1875 per share.
In 1998, a total of 21,228 shares of Common Stock, acquired upon exercise
of options granted under the Plan, were sold by executive officers and directors
of the Company pursuant to Supplements to Reoffer Prospectus. The Supplements to
Reoffer Prospectus covering the 21,228 shares (in aggregate) were filed with the
Securities and Exchange Commission (the "SEC").
In 1999, a total of 30,398 shares of Common Stock, acquired upon exercise
of options granted under the Plan, were sold by executive officers and directors
of the Company pursuant to Supplements to Reoffer Prospectus. The Supplements to
Reoffer Prospectus covering the 30,398 shares (in aggregate) were filed with the
SEC.
Copies of each Supplement to Reoffer Prospectus for 1999 and 1998 are
available to the public for inspection at the SEC's web site at www.sec.gov.
On February 15, 2000, a Supplement to Reoffer Prospectus covering the
resale by Jack Brittain, Jr., Executive Vice President and Chief Credit Officer
of Valley Independent Bank (the "Bank"), a wholly-owned subsidiary of the
Company, Harry G. Gooding, III, Executive Vice President and Chief Financial
Officer of the Company and the Bank, and Janice Stewart Grady, Senior Vice
President and Human Resources Director of the Bank of 1,692 shares, 9,248 shares
and 4,042 shares, respectively (14,982 in aggregate), of the Common Stock,
acquired pursuant to those certain stock option agreements executed by and
between the Company and Mr. Brittain, Mr. Gooding and Ms. Grady in connection
with the Plan, was filed with the SEC. The 14,982 shares of Common Stock were
sold through Sutro & Co., Incorporated ("Sutro"), a licensed broker on the
Nasdaq-NMS on or about February 22, 2000. The Company did not receive any of the
proceeds from the sale.
On February 23, 2000, a Supplement to Reoffer Prospectus covering the
resale by Alice Lowery Westerfield, a director of the Company, of 11,392 shares
of the Common Stock acquired pursuant to that certain stock option agreement
executed by and between the Company and Ms. Westerfield in connection with the
Plan, was filed with the SEC. The 11,392 shares of Common Stock were sold
through Sutro, on the Nasdaq-NMS on or about March 1, 2000. The Company did not
receive any of the proceeds from the sale.
On April 3, 2000, a Supplement to Reoffer Prospectus covering the resale by
Mr. Ed L. Hickman, a director of the Company, of 25,000 shares of the Common
Stock acquired pursuant to that certain stock option agreement executed by and
between the Company and Mr. Hickman in connection with the Plan, was filed with
the SEC. The 25,000 shares were sold through Donaldson, Lufkin and Jenerette,
Inc., a licensed broker, on the Nasdaq-NMS on or about April 15, 2000. The
Company did not receive any of the proceeds from the sale.
PLAN OF DISTRIBUTION
The Company has been notified that 4,500 shares of the Common Stock will be
sold through Sutro. The 4,500 shares of Common Stock will be sold on the
Nasdaq-NMS at market between the dates of June 1, 2000 and August 1, 2000. The
Company will not receive any of the proceeds from the sale of the 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 May 31, 2000.
