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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 Alice Lowery Westerfield (the "Selling Shareholder"), a director of
VIB Corp (the "Company"), of 11,392 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 February 22, 2000 and was $7.25 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, a licensed broker ("Sutro"), on the
Nasdaq-NMS on or about February 22, 2000. The Company did not receive any of the
proceeds from the sale.
PLAN OF DISTRIBUTION
The Company has been notified that 11,392 shares of the Common Stock
will be sold through Sutro. The 11,392 shares of Common Stock will be sold on
the Nasdaq-NMS at market on or about March 1, 2000. 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 February 23, 2000.
