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UNITED STATES
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 (Date of earliest event reported): JULY 18, 2000
FOOTHILL INDEPENDENT BANCORP
(Exact name of Registrant as specified in charter)
DELAWARE 0-11337 95-3815805
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA 91741
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (626) 963-8551
OR (909) 599-9351
NOT APPLICABLE
(Former name or former address, if changed, since last report)
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ITEM 5. OTHER EVENTS
Reincorporation
On July 18, 2000, Foothill Independent Bancorp, a California
corporation ("Foothill California") changed its state of incorporation from
California to Delaware. This change was effectuated in the following manner:
(1) On May 3, 2000, Foothill California incorporated a new wholly
owned subsidiary in the state of Delaware under the name "Foothill Independent
Bancorp, Inc." ("Foothill Delaware").
(2) On July 18, 2000, Foothill California was merged with and into
Foothill Delaware (the "Reincorporation Merger"), pursuant to an Agreement and
Plan of Merger dated as of May 4, 2000 (the "Merger Agreement"), pursuant to
which (i) Foothill Delaware was the surviving corporation, succeeding by
operation of law to all of the assets (including the shares of Common Stock of
Foothill California) and all of the liabilities of Foothill California, (ii)
each outstanding share of Common Stock of Foothill California was converted into
one share of Common Stock of Foothill Delaware and (iii) each option or right to
acquire shares of Foothill California Common Stock was converted into an option
or right to acquire an equal number of shares of Foothill Delaware Common Stock,
under the same terms and conditions as the original options or rights. As a
result, each person who was a shareholder or optionholder of Foothill California
immediately prior to the effectiveness of the Reincorporation Merger, became a
shareholder or optionholder of Foothill Delaware, owning the same number of
shares, or options to acquire shares, of Foothill Delaware as he or she had
owned of Foothill California. The Merger Agreement and the Reincorporation
Merger were approved by the shareholders of Foothill California at the Annual
Meeting of shareholders of Foothill California on April 25, 2000, and by the
sole stockholder of Foothill Delaware.
Prior to the Reincorporation Merger, Foothill Delaware had only nominal
assets and had not conducted any business. There will be no changes in the
management, assets or operations of Foothill or of Foothill Independent Bank, as
a result of the Reincorporation Merger, nor will there be any change in the
trading symbol of Foothill. In addition, the name of Foothill Delaware was
changed to "Foothill Independent Bancorp" in connection with the Reincorporation
Merger.
Description of Capital Stock
Upon the Reincorporation Merger, Foothill Delaware's authorized capital
stock consisted of 25,000,000 shares of Common Stock, $.001 par value per share.
As of July 17, 2000, there were 1,074,967 shares of common stock
outstanding held by 1,149 stockholders of record. All outstanding shares of
Foothill Delaware's Common Stock are fully paid and nonassessable.
The following summarizes the rights of holders of Foothill Delaware's
Common Stock:
o each holder of Common Stock is entitled to one vote per share on
all matters to be voted upon by the shareholders, including the
election of directors;
o the holders of Common stock are entitled to receive such lawful
dividends as may be declared by the Board of Directors;
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o upon a liquidation, dissolution or winding up of Foothill
Delaware the holders of shares of Common Stock shall be entitled
to receive on a pro rata basis all of Foothill Delaware's assets
remaining for distribution after satisfaction of all Foothill
Delaware's liabilities;
o there are no redemption or sinking fund provisions applicable to
Foothill Delaware's Common Stock; and
o there are no preemptive or conversion rights applicable to
Foothill Delaware's Common Stock.
As a Delaware corporation, Foothill Delaware is subject to Section 203
of the Delaware General Corporation Law. In general, the statute prohibits a
publicly held Delaware corporation from engaging in any business combination
with any interested shareholder for a period of three years following the date
that the shareholder became an interested shareholder unless:
o prior to such date, the Board of Directors of the company
approved either the business combination or the transaction that
resulted in the shareholder becoming an interested shareholder;
o upon consummation of the transaction that resulted in the
shareholder's becoming an interested shareholder, the interested
shareholder owned at least 85% of the voting stock of the
company outstanding at the time the transaction commenced,
excluding those shares owned by persons who are directors and
also officers, and employee stock plans in which employee
participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a
tender or exchange offer; or
o on or subsequent to such date, the business combination is
approved by the Board of Directors and authorized at an annual
or special meeting of shareholders, and not by written consent,
by the affirmative vote of at least two-thirds of the
outstanding voting stock that is not owned by the interested
shareholder.
Section 203 defines "business combination" to include:
o any merger or consolidation involving the company and the
interested shareholder;
o any sale, transfer, pledge or other disposition involving the
interested shareholder of 10% or more of the assets of the
company;
o subject to exceptions, any transaction that results in the
issuance or transfer by the company of any stock of the company
to the interested shareholder; or
o the receipt by the interested shareholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the company.
In general, Section 203 defines an interested shareholder as an entity
or person beneficially owning 15% or more of the outstanding voting stock of the
company and any entity or person affiliated with or controlling or controlled by
the entity or person.
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Charter and Bylaw Amendments
In connection with the Reincorporation Merger, the shareholders of
Foothill California also approved certain changes to the Articles of
Incorporation and Bylaws of Foothill California, which changes are reflected in
the Certificate of Incorporation and Bylaws of Foothill Delaware. These changes,
which are described below, have the effect of altering the rights of
shareholders and the powers of management, and may have the effect of deterring
hostile takeovers or delaying changes in control of Foothill Delaware's
management.
Classified Board of Directors. A provision was added to the Foothill
Delaware Bylaws to provide for a classified or "staggered" Board of Directors
consisting of three classes. The members of each class shall be elected, on a
rotating basis, for a term of three years, with approximately one-third of the
directors being elected each year. Two of the classes are comprised of two
directors each and the third class is comprised of three directors. The two
directors in each of Class I and Class II will be elected separately at the
Foothill Delaware 2000 Annual Meeting, with the Class I directors being elected
for a two year term ending in 2002 and the Class II directors being elected for
a three year term ending in 2003. The remaining three directors of Foothill
Delaware, whose current term of office expires in 2001, would stand for election
for a term of three years ending in 2004 at the Foothill Delaware Annual Meeting
to be held in 2001. This provision is intended to help assure the continuity and
stability of Foothill Delaware's long-term policies in the future and permit
Foothill Delaware's Board to more effectively represent the interests of all
shareholders, since at least two-thirds of the directors at any given time will
have prior experience as directors of Foothill Delaware. The division of the two
classes of directors that Foothill California had into three classes will also
have the effect of making it more difficult to change the overall composition of
Foothill Delaware's Board of Directors.
Elimination of Cumulative Voting for Directors. The Certificate of
Incorporation of Foothill Delaware does not provide for cumulative voting in the
election of directors, which was provided for under Foothill California's
Articles of Incorporation. Cumulative voting rights in the election of directors
entitle a shareholder to give one nominee as many votes as are equal to the
number of directors to be elected multiplied by the number of shares owned by
the shareholder, or to distribute such votes among two or more nominees, as the
shareholder sees fit. In the absence of cumulative voting, the holder or holders
of the majority of the shares present or represented at a meeting have the power
to elect each director to be elected at such meeting. The absence of cumulative
voting makes it more difficult for minority shareholders adverse to a majority
of the shareholders to obtain representation on Foothill Delaware's Board of
Directors.
Increase in Shareholder Vote Required to Amend Bylaws. A provision was
added to the Foothill Delaware Certificate of Incorporation increasing the vote
required for shareholders to add to, amend or repeal Foothill Delaware's Bylaws
from the affirmative vote of a majority of the outstanding shares, as was
required to amend Foothill California's Bylaws, to the affirmative vote of the
holders of sixty-six and two-thirds percent (66 2/3%) of the outstanding shares
of Foothill Delaware. This increase in the required vote is intended to
discourage attempts by hostile bidders to obtain shareholder approval of changes
to Foothill Delaware's Bylaws, such as a change in the number of directors or in
the manner in which they are elected or in their terms of office, that would
make it easier for the hostile bidder to gain control of Foothill Delaware.
Limitation on Shareholders' Ability to Take Action by Consent. A
provision was added to the Foothill Delaware Certificate of Incorporation
eliminating the ability of the Foothill Delaware shareholders to take an action
by written consent without the Board of Directors' prior approval. This
provision requires shareholders to present their proposals at a meeting of the
shareholders, unless the Board approves the taking of the action by written
consent. The Foothill Delaware Certificate of Incorporation also provides that
this provision cannot be amended or repealed except with the vote of the holders
of at least sixty-six and two-thirds percent (66 2/3%) of the shares entitled to
vote on such
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amendment or repeal. This provision is intended to prevent an inappropriately
small number of shareholders from prematurely forcing shareholder consideration
of a proposal over the opposition of the Board by unilaterally soliciting the
consent of shareholders for such a proposal before (i) the time that the Board
believes such consideration to be appropriate or (ii) the next annual meeting of
shareholders.
Increase in Authorized Number of Shares of Common Stock. The authorized
number of shares of Common Stock of Foothill Delaware was increased from
12,500,000 shares to 25,000,000 shares, $.001 par value per share. Although
Foothill Delaware has no specific plan, arrangement or understanding with
respect to the issuance of these additional shares, Foothill Delaware believes
that the availability of the additional shares of Common Stock will provide it
with the flexibility to meet business needs as they arise to take advantage of
favorable acquisition and financing opportunities and to respond to a changing
corporate environment. In addition, the availability of these additional shares
for issuance could affect the ability of a third party to gain voting control of
Foothill Delaware, because the Board of Directors of Foothill Delaware would be
able to authorize the issuance, in a private placement or otherwise, of shares
of Common Stock to one or more persons and, thereby, dilute the voting power of
a potential acquiror without first having to obtain shareholder approval. In
this situation, the issuance of shares of Common Stock could adversely affect a
potential takeover bid or contest for control of Foothill Delaware.
Stockholder Rights Plan
In connection with the Reincorporation Merger, Foothill Delaware
assumed the Rights to Purchase Common Stock of Foothill California issued
pursuant to and governed by the terms of a Rights Agreement first entered into
by and between Foothill California and ChaseMellon Shareholder Services LLC, on
February 25, 1997 (the "Rights Agreement"). In addition, Foothill Delaware
assumed the Rights Agreement and amended and restated the Rights Agreement to
conform to the provisions of Delaware corporate law by removing the continuing
director provisions of such agreement. These continuing directors provisions,
which have been held to be unenforceable under Delaware law, had required that
certain corporate actions undertaken subsequent to a tender offer be approved by
a majority of those directors not affiliated with the person or entity engaged
in the attempted tender offer and who had served on the Board of Directors prior
to the attempted tender offer.
Securities Registered Under the Securities Exchange Act of 1934
Foothill California's Common Stock and Rights to Purchase Common Stock
(under the Rights Agreement) were registered under Section 12(g) of the
Securities Act of 1934. Foothill Delaware's Common Stock and Rights to Purchase
Common Stock shall be deemed registered under the Securities Act of 1934 by
operation of paragraph (a) of Rule 12g-3 of the Securities Act of 1934.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements.
Not Applicable
(b) Pro Forma Financial Statements.
Not Applicable
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(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of May 4, 2000
between the Registrant and Foothill Independent
Bancorp, a California corporation.
2.2 Certificate of Merger of the Registrant and Foothill
Independent Bancorp, a California corporation.
3.1 Certificate of Incorporation of the Registrant.
3.2 Bylaws of the Registrant.
4.1 Form of Amended and Restated Rights Agreement, by and
between the Registrant and ChaseMellon Shareholder
Services, LLC.
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SIGNATURES
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.
Dated: July 19, 2000
FOOTHILL INDEPENDENT BANCORP
By: /s/ GEORGE E. LANGLEY
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George E. Langley,
President and CEO
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of May 4, 2000 between the
Registrant and Foothill Independent Bancorp, a California
corporation.
2.2 Certificate of Merger of the Registrant and Foothill Independent
Bancorp, a California corporation.
3.1 Certificate of Incorporation of the Registrant.
3.2 Bylaws of the Registrant.
4.1 Form of Amended and Restated Rights Agreement, by and between the
Registrant and ChaseMellon Shareholder Services, LLC.
