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: March 5, 1998
(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)
No Exhibits or Exhibit Index
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ITEM 5. Other Events
Stock Split
Registrant's Board of Directors has approved a two-for-one
(2:1) split of its outstanding shares of Common Stock and a corresponding
increase in the authorized number of shares of Common Stock to 40,000,000
shares of Common Stock. The stock split will be effective for shareholders
of record as of March 12, 1998 (the "Record Date"). The date on which the
additional shares of Common Stock will be distributed as a result of the
stock split will be April 16, 1998. As a result of such stock split, every
share of Registrant's Common Stock outstanding on the Record Date will be
converted into two (2) 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 obtained by multiplying
the fractional share otherwise issuable to such shareholders by the mean
between the closing bid price and the closing asked price per share as
reported by NASDAQ as of April 15, 1998, or on the next most recent prior
date on which trades of Registrant's Common Stock are reported by NASDAQ.
Effect on Stock Option Plans
Registrant has in effect two (2) stock option plans: its 1996
Directors Stock Option Plan and its Restricted Stock Option Plan. In
addition, there are outstanding options that were granted by Registrant under
its Directors Stock Option Plan and its 1983 Incentive 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 1996 Directors Stock Option Plan has increased from 59,309
shares to 118,618 shares; under Registrant's Restricted Stock Option Plan has
increased from 288,585 shares to 577,170 shares; and the total number of
shares covered by outstanding options granted under all of Registrant's stock
option plans has increased from 628,638 to 1,257,276 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 730,740 shares to
1,461,480 shares, all of which shares have been allocated to individual
participants' accounts under the ESOP. Similarly, the number of shares
allocated under the ESOP to specific participants' 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
