SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
NORTH VALLEY BANCORP
(Exact name of registrant as specified in its charter)
California 94-2751350
State of incorporation or organization) (IRS Employer Identification No.)
880 East Cypress Avenue 96002
Redding, California
(Address of principal executive offices) (Zip Code)
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 to be registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Stock Purchase Rights NASDAQ National Market
This Form 8-A consists of 7 pages. The Exhibit Index is on Page 7.
Item 1. Description of Registrant's Securities to be Registered
September 9, 1999, the Board of Directors of North Valley
Bancorp, a California corporation (the "Company"), declared a
dividend payable October 4, 1999, of one right (a "Right") for
each outstanding share of common stock, without par value
("Common Stock"), of the Company held of record at the close of
business on September 23, 1999 (the "Record Time"), or issued
thereafter and prior to the Separation Time (as hereinafter
defined) and thereafter pursuant to options and convertible
securities outstanding at the Separation Time. The Rights will be
issued pursuant to a Shareholder Protection Rights Agreement,
dated as of September 9, 1999 (the "Rights Agreement"), between
the Company and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent (the "Rights Agent"). Each Right entitles its
registered holder to purchase from the Company, after the
Separation Time, one one-hundredth of a share of Series A Junior
Participating Preferred Stock, without par value ("Participating
Preferred Stock"), for $45.00 (the "Exercise Price"), subject to
adjustment.
The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of
(either, the "Separation Time")(i) the tenth business day (or
such later date as the Board of Directors of the Company may from
time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which
any Person (as defined in the Rights Agreement) commences a
tender or exchange offer which, if consummated, would result in
such Person's becoming an Acquiring Person, as defined below, and
(ii) the tenth business day after the first date (the "Flip-in
Date") of public announcement by the Company or any Person that
such Person has become an Acquiring Person, other than as a
result of a Flip-over Transaction or Event (as defined below);
provided, that if the foregoing result in the Separation Time
being prior to the Record Time, the Separation Time shall be the
Record Time; and provided further that if a tender or exchange
offer referred to in clause (i) is cancelled, terminated or
otherwise withdrawn prior to the Separation Time without the
purchase of any shares of stock pursuant thereto, such offer
shall be deemed never to have been made.
An Acquiring Person is any Person having Beneficial
Ownership (as defined in the Rights Agreement) of 10% or more of
the outstanding shares of Common Stock, which term shall not
include (i) the Company, any wholly-owned subsidiary of the
Company or any employee stock ownership or other employee benefit
plan of the Company or a wholly-owned subsidiary of the Company,
(ii) any person who is the Beneficial Owner of 10% or of the
outstanding Common Stock as of the date of the Rights Agreement
or who shall become the Beneficial Owner of 10% or more of the
outstanding Common Stock solely as a result of an acquisition of
Common Stock by the Company, until such time as such Person
acquires additional Common Stock, other than through a dividend
or stock split, (iii) any Person who becomes an Acquiring Person
without any plan or intent to seek or affect control of the
Company if such Person, upon notice by the Company, promptly
divests sufficient securities such that such 10% or greater
Beneficial Ownership ceases or (iv) any Person who Beneficially
Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted
by the Company in connection with an agreement to merge with, or
acquire, the Company at a time at which there is no Acquiring
Person, (B) shares owned by such Person and its Affiliates (as
defined in the Rights Agreement) and Associates (as defined in
the Rights Agreement) at the time of such grant and (C) shares,
amounting to less than 1% of the outstanding Common Stock,
acquired by Affiliates and Associates of such Person after the
time of such grant.
The Rights Agreement provides that, until the Separation
Time, the Rights will be transferred with and only with the
Common Stock. Common Stock certificates issued after the Record
Time but prior to the Separation Time shall evidence one Right
for each share of Common Stock represented thereby and shall
contain a legend incorporating by reference the terms of the
Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the aforementioned legend,
certificates evidencing shares of Common Stock outstanding at the
Record Time shall also evidence one Right for each share of
Common Stock evidenced thereby. Promptly following the Separation
Time, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of Common
Stock at the Separation Time.
The Rights will not be exercisable until the tenth Business
Day (as defined in the Rights Agreement) following the Separation
Time. The Rights will expire on the earliest of (i) the Exchange
Time (as defined below), (ii) the close of business on September
9, 2009, (iii) the date on which the Rights are redeemed as
described below and (iv) upon the merger of the Company into
another corporation pursuant to an agreement entered into when
there is no Acquiring Person (in any such case, the "Expiration
Time").
The Exercise Price and the number of Rights outstanding, or
in certain circumstances the securities purchasable upon exercise
of the Rights, are subject to adjustment from time to time to
prevent dilution in the event of a Common Stock dividend on, or a
subdivision or a combination into a smaller number of shares of,
Common Stock, or the issuance or distribution of any securities
or assets in respect of, in lieu of or in exchange for Common
Stock.
In the event that prior to the Expiration Time a Flip-in
Date occurs, the Company shall take such action as shall be
necessary to ensure and provide, to the extent permitted by
applicable law, that each Right (other than Rights Beneficially
Owned by the Acquiring Person or any affiliate or associate
thereof, which Rights shall become void) shall constitute the
right to purchase from the Company, upon the exercise thereof in
accordance with the terms of the Rights Agreement, that number of
shares of Common Stock of the Company having an aggregate Market
Price (as defined in the Rights Agreement), on the date of the
public announcement of an Acquiring Person's becoming such (the
"Stock Acquisition Date") that gave rise to the Flip-in Date,
equal to twice the Exercise Price for an amount in cash equal to
the then current Exercise Price. In addition, the Board of
Directors of the Company may, at its option, at anytime after a
Flip-in Date and prior to the time that an Acquiring Person
becomes the Beneficial Owner of more than 50% of the outstanding
shares of Common Stock, elect to exchange all (but not less than
all) the then outstanding Rights (other than Rights Beneficially
Owned by the Acquiring Person or any Affiliate or Associate
thereof, which Rights become void) for shares of Common Stock at
an exchange ratio of one share of Common Stock per Right,
appropriately adjusted to reflect any stock split, stock dividend
or similar transaction occurring after the date of the Separation
Time (the "Exchange Ratio"). Immediately upon such action by the
Board of Directors (the "Exchange Time"), the right to exercise
the Rights will terminate and each Right will thereafter
represent only the right to receive a number of shares of Common
Stock equal to the Exchange Ratio.
Whenever the Company shall become obligated under the
preceding paragraph to issue shares of Common Stock upon exercise
of or in exchange for Rights, the Company, at its option, may
substitute therefor shares of Participating Preferred Stock, at a
ratio of one one-hundredth of a share of Participating Preferred
Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or
series of transactions after the time an Acquiring Person has
become such in which, directly or indirectly:
(i) the Company shall consolidate or merge or participate in a
binding share exchange with any other Person if, at the time of
the consolidation, merger or share exchange or at the time the
Company enter into an agreement with respect to such
consolidation, merger or share exchange, the Acquiring Person
controls the Board of Directors of the Company and either(A) any
term of or arrangement concerning the treatment of shares of
capital stock in such merger, consolidation or share exchange
relating to the Acquiring Person is not identical to the terms
and arrangements relating to other holders of Common Stock or (B)
the Person with whom the transaction or series of transactions
occurs is the Acquiring Person or an Affiliate or Associate of
the Acquiring Person; or
(ii) the Company shall sell or otherwise transfer (or one or more
of its subsidiaries shall sell or otherwise transfer) assets
(A)aggregating more than 50% of the assets (measured by either
book value or fair market value) or (B) generating more than 50%
of the operating income or cash flow, of the Company and its
subsidiaries (taken as a whole) to any other Person(other than
the Company or one or more of its wholly owned subsidiaries) or
to two or more such Persons which are Affiliates or Associates or
otherwise acting in concert, if, at the time of such sale or
transfer of assets or at the time the Company (or any such
subsidiary) enters into an agreement with respect to such sale or
transfer, the Acquiring Person controls the Board of Directors of
the Company (a "Flip-over Transaction or Event"),
the Company shall take such action as shall be necessary to
ensure, and shall not enter into, consummate or permit to occur
such Flip-over Transaction or Event until it shall have entered
into a supplemental agreement with the Person engaging in such
Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the
Rights, providing, that upon consummation or occurrence of the
Flip-over Transaction or Event (i) each Right shall thereafter
constitute the right to purchase from the Flip-over Entity, upon
exercise thereof in accordance with the terms of the Rights
Agreement, that number of shares of common stock of the Flip-over
Entity having an aggregate Market Price on the date of
consummation or occurrence of such Flip-over Transaction or Event
equal to twice the Exercise Price for an amount in cash equal to
the then current Exercise Price and (ii) the Flip-over Entity
shall thereafter be liable for, and shall assume, by virtue of
such Flip-over Transaction or Event and such supplemental
agreement, all the obligations and duties of the Company pursuant
to the Rights Agreement. For purposes of the foregoing
description, the term "Acquiring Person" shall include any
Acquiring Person and its Affiliates and Associates counted
together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date,
redeem all (but not less than all) the then outstanding Rights at
a price of $0.001 per Right) (the "Redemption Price"), as
provided in the Rights Agreement. Immediately upon the action of
the Board of Directors of the Company electing to redeem the
Rights, without any further action and without any notice, the
right to exercise the Rights will terminate and each Right will
thereafter represent only the right to receive the Redemption
Price in cash or securities, as determined by the Board, for each
Right so held.
The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as shareholders of the
Company, including, without limitation, the right to vote or to
receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or
group that acquires 10% or more of the Common Stock unless the
Rights are first redeemed by the Board of Directors of the
Company. Nevertheless, the Rights should not interfere with a
transaction that is in the best interests of the Company and its
shareholders because the Rights can be redeemed on or prior to
the close of business on the Flip-in Date, before the
consummation of such transaction.
As of September 9, 1999, there were 3,707,816 shares of
Common Stock issued and 484,096 shares reserved for issuance
pursuant to certain stock option plans of the Company. As long as
the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of
Directors has reserved for issuance upon exercise of the Rights a
total of 125,000 shares of Participating Preferred Stock.
The Rights Agreement, which includes Exhibit A (the
Certificate of Determination -- amendment to the Articles of
Incorporation of the Company), Exhibit B (the forms of Rights
Certificate and Election to Exercise) and Exhibit C (Summary of
Rights to Purchase Preferred Shares) is attached hereto as an
exhibit and is incorporated herein by reference. The foregoing
description of the Rights is qualified in its entirety by
reference to the Rights Agreement and such exhibits thereto.
Item 2. Exhibits
Exhibit No. Description
(1) Shareholder Protection Rights Agreement, dated
September 9, 1999.
(2) Form of Certificate of Determination (amendment to the
Articles of Incorporation of the Company), included in
Exhibit A to the Rights Agreement.
(3) Forms of Rights Certificate and of Election to
Exercise, included in Exhibit B to the Rights
Agreement.
(4) Summary of Rights to Purchase Preferred Shares,
included in Exhibit C to the Rights Agreement.
SIGNATURES
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, hereunto duly authorized.
NORTH VALLEY BANCORP
(Registrant)
Date: September 30, 1999 By: /s/ Sharon L. Benson
Sharon L. Benson
Senior Vice President and
Chief Financial Officer
Exhibit Index
No. Identity Page Nos.
1 Shareholder Protection Rights Agreement, dated as
of September 9, 1999 (the "Rights Agreement"), between
North Valley Bancorp and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent. Incorporated by
reference from Exhibit 4 to the Company's Form 8-K
filed with the Commission on September 23, 1999. **
2 Certificate of Determination (amendment to the
Articles of Incorporation of the Company), included in
Exhibit A to the Rights Agreement. **
3 Forms of Rights Certificate and of Election to
Exercise,included in Exhibit B to the Rights Agreement. **
4 Summary of Rights to Purchase Preferred Shares,
included in Exhibit C to the Rights Agreement. **
