SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: January 24, 1996
(Date of earliest event reported)
SANTA BARBARA BANCORP
(Exact Name of Registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
0-1113 95-3673456
(Commissioner File Number) (IRS Employer Identification No.)
1021 Anacapa Street, Santa Barbara, California 93101
(Address of principal executive offices)
(805) 564-6300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Page 1 of 3
No Exhibits or Exhibit Index
ITEM 5. Other Events
Stock Split
On January 24, 1996, Registrant effected a three-for-two
stock split by an amendment to its Articles of Incorporation filed
with the California Secretary of State. The stock split was
effective for shareholders of record as of January 24, 1996 (the
"Record Date"). As a result of such stock split, every two shares of
Registrant's Common Stock outstanding on the Record Date was
converted into three shares of its Common Stock; provided that no
fractional shares will be issued. In lieu of issuing fractional
shares, Registrant will pay to each shareholder who otherwise would
have received a fractional share, cash in an amount equal to product
of $34.50 multiplied by the fraction of a share that otherwise would
have been issued. The stock split did not increase the total
authorized number of shares of Registrant's Common Stock.
Effect on Stock Option Plans
Registrant has in effect two (2) stock option plans, its
Directors Stock Option Plan and its Restricted Stock Option Plan. In
addition, there are outstanding options that were granted by
Registrant under its Stock Option Plan, which options remain
exercisable even though these plans have been terminated. As a
consequence of the stock split, the number of shares of Common Stock
of Registrant which have been reserved for issuance under
Registrant's Directors Stock Option Plan has increased from 33,691
shares to 50,537 shares; under Registrant's Restricted Stock Option
Plan has increased from 128,615 shares to 192,922 shares; and the
total number of shares covered by outstanding options granted under
Registrant's stock option plans has increased from 162,306 to 243,459
shares. Furthermore, as a result of the stock split, the option
exercise price per-share for such outstanding options has been
reduced proportionately.
Effect on Employee Stock Ownership Plan
Registrant also has an Employee Stock Ownership Plan
("ESOP"). Because of the stock split, the number of shares held in
the ESOP has increased in proportion to the ratio of the split, from
546,758 shares to 820,137 shares, all of which shares have been
allocated to individual participants' accounts under the ESOP. Sim-
ilarly, the number of shares allocated under the ESOP to specific
participant accounts has increased in proportion to the ratio of the
split.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
SANTA BARBARA BANCORP
a California corporation
Date: By
David W. Spainhour, President
