SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8 - K
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report: July 31, 1996
Commission File Number: 1-9383
WESTAMERICA BANCORPORATION
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(Exact name of registrant as specified in its charter)
CALIFORNIA
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(State of incorporation)
94-2156203
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(I.R.S. Employer Identification Number)
1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901
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(Address of principal executive offices and zip code)
(415) 257-8000
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(Registrant's area code and telephone number)
Item 5. Other Events
On July 25, 1996, Westamerica Bancorporation ("WABC")
announced that it had established an Employee Common Stock
Repurchase Program (the "Program"). The Program permits any
current employee of WABC and its subsidiaries owing Stock (as
defined below) the opportunity to sell some or all of his or her
Stock, from time to time, directly to WABC without having to
employ a broker/dealer or to use the facilities of a national
securities exchange or the Nasdaq market. The Program was
established consistent with a Securities and Exchange Commission
No-Action Letter to WABC dated June 20, 1996. See Westamerica
Bancorporation (Available June 20, 1996).
Under the Program, WABC will pay a price for each share of
Stock that is equal to the average of the highest and lowest
price established for WABC's common stock on the Nasdaq market
on the trading day immediately prior to the day upon which WABC
receives duly executed stock certificates and all other required
documentation. There are no fees, commissions, or other costs
to the employee in selling the Stock to WABC except for
applicable transfer taxes, if any.
Settlement procedures for the sale of the Stock under the
Program will be in compliance with Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The stock repurchased by WABC pursuant to the Program
will be retired.
WABC will effect all Program repurchases from its employees
only during established window periods, beginning three business
days after the public release of WABC earnings information and
continuing thereafter for 20 business days. Executive officers
may only participate in the Program during the 10-day window
period applicable to executive officers. In addition, the
Program permits WABC to suspend operation of the Program at any
time, including times when WABC is in possession of material
non-public information.
WABC intends that the Program will be available to its
employees on an ongoing basis without any time limit (subject to
the above-referenced window period, suspensions and any possible
amendment or termination in the future). All shares of Stock
duly tendered to WABC in accordance with the Program will be
purchased by WABC on a "first come-first served" basis up to an
annual limit of 5% of WABC's outstanding common stock. In the
unlikely event that employees were to tender an amount of Stock
that exceeded the annual limit, WABC would purchase through the
Program all of the last-tendered Stock on a pro rata basis.
A copy of the Program is incorporated herein by reference
and included in this Current Report on Form 8-K as Exhibit 99.1
hereof.
Item 7: Financial Statements and Exhibits
(a) - (b) Not applicable
(c) Exhibits
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99.1 Westamerica Bancorporation Employee Common
Stock Repurchase Program - Description of
the Program
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Westamerica Bancorporation
/s/ Dennis R. Hansen
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Dennis R. Hansen
Senior Vice President and Controller
Date: July 31, 1996
INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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99.1 Westamerica Bancorporation
Employee Common Stock
Repurchase Program 4
EXHIBIT 99.1
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WESTAMERICA BANCORPORATION
EMPLOYEE STOCK REPURCHASE PROGRAM
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DESCRIPTION OF THE PROGRAM
The Westamerica Bancorporation Employee Stock Option
Repurchase Program (the "Program") gives employees the ability
to sell shares of common stock of Westamerica Bancorporation
("WABC") in a cost-free manner. The following is a question and
answer statement of the terms and conditions of the Program.
Please direct any questions you may have concerning the Program
to Mr. Darrin B. Short at (415)257-8009.
PURPOSE
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1. What is the purpose of the Program?
The Program has been established by WABC for the purpose of
providing a convenient way for employees of WABC to sell certain
shares of common stock of WABC free of charge and brokerage
commissions. Pursuant to the Program and in accordance with
the terms and conditions described below, WABC will, from time
to time, buy back certain stock held by its employees.
The Program will permit any employee of WABC and its
subsidiaries owing Stock (as defined below) the opportunity to
sell, solely at his or her own discretion, some or all of his or
her Stock, from time to time, directly to WABC without having to
employ a broker/dealer or to use the facilities of a national
securities exchange or the Nasdaq market.
PARTICIPATION
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2. Who is eligible to participate in the Program?
Only employees of WABC and its wholly owned subsidiaries that
are employed at the time of a sale will be eligible to use the
Program. The stock must be WABC common stock that (a) has been
either: (i) acquired through the exercise of WABC stock options,
or (ii) received through common stock grants each of which
consists of no more than 50 shares awarded by WABC or its
subsidiaries including awards for events such as employment
anniversaries or employee achievements, and (b) has been held
for more than six months (referred to herein as the "Stock").
3. Is participation in the Program mandatory?
No, employees of WABC and its subsidiaries are not obligated
to sell any Stock pursuant to the Program. The Program is
optional for all employees.
4. What price will WABC pay for the shares of Stock
repurchased?
Under the Program, WABC will pay a price for each share of
Stock that is equal to the average of the highest and lowest
price established for WABC's common stock on the Nasdaq market on
the trading day immediately prior to the day upon which WABC
receives duly executed stock certificates and all other required
documentation. There are no fees, commissions, or other costs
to the employee in selling the Stock to WABC.
The pricing formula was selected because WABC uses the same
formula for other plans, including option plans, so the use of
this procedure is administratively convenient for WABC.
Moreover, WABC's general use of this method of pricing is based
upon management's opinion that the average price more accurately
reflects most of the previous day's trades and, therefore, it is
fairer than simply using the closing price from the previous
trading day.
5. When will employees participating in the Program be
paid for their Stock?
Settlement procedures for the sale of the Stock under the
Program will be in compliance with Rule 15c6-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Consequently, WABC will send payment for the repurchased
Stock no later than the third business day after WABC has
received the duly executed Stock certificates and other
necessary documentation.
As part of the settlement procedures and to ensure the
eligibility of the Stock being sold through the Program, WABC
will require a written representation from the employee that the
Stock was obtained by the employee from one of the option plans
or awards programs of WABC or its subsidiaries and that the
six-month holding period has elapsed. Where possible, the
Company will match the original certificate that was issued to
the employee with the certificate that is required to be
delivered before the transaction is settled.
6. When will WABC repurchase Stock under the Program?
WABC will effect all Program repurchases from its employees
only during established window periods, beginning three business
days after the public release of WABC earnings information and
continuing thereafter for 20 business days. Executive officers
may only participate in the Program during the 10-day window
period applicable to executive officers. In addition, the
Program permits WABC to suspend operation of the Program at any
time, including times when WABC is in possession of material
nonpublic information.
7. Is there a maximum amount of Stock that WABC will
repurchase annually?
WABC intends that the Program will be available to its
employees on an ongoing basis without any time limit (subject to
the above-referenced window period, suspensions and any possible
amendment or termination in the future). All shares of Stock
duly tendered to WABC in accordance with the Program will be
purchased by WABC on a "first come-first served" basis up to an
annual limit of 5% of WABC's outstanding common stock. In the
unlikely event that employees were to tender an amount of Stock
that exceeded the annual limit, WABC would purchase through the
Program all of the last-tendered Stock on a pro rata basis.
OTHER INFORMATION
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8. What happens to the Stock after it is repurchased by
WABC?
The Stock repurchased by WABC pursuant to the Program will be
retired.
9. May the Program be changed or discontinued?
WABC reserves the right to amend, modify, suspend, or
terminate the Program at any time.
10. What are the Federal income tax consequences of
participation in the Program?
In most cases, you will recognize capital gain or loss equal
to the difference between the amount of cash you receive for
your shares of Stock sold to WABC and your adjusted tax basis in
such shares. Please consult your personal tax advisor for
additional information concerning the tax implications of your
participation in the Program.
