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): February 19, 1999
Vista Bancorp, Inc.
(Exact name of registrant as specified in its charter)
New Jersey 0-21264 22-2870972
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) Id. No.)
305 Roseberry Street, P.O. Box 5360, Phillipsburg, New Jersey 08865
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (908) 859-9500
Former name or former address, if changed from last report: Not Applicable.
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VISTA BANCORP, INC.
FORM 8-K
Item 1. Changes in Control of Registrant
Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Not Applicable.
Item 3. Bankruptcy or Receivership.
Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable.
Item 5. Other Events.
At the Registrant's Board Meeting of January 15, the directors appointed
Continental Stock Transfer & Trust Company of 2 Broadway, New York, New
York as Transfer Agent for the Company.
At the Registrant's Board Meeting of February 19, 1999, the directors
approved certain amendments to the Company's bylaws as follows:
Section 102. (Amended) Annual Meetings. The annual meeting of the
shareholders for the election of directors and the transaction of such
other business as may properly come before the meeting shall be held at
such date or hour as may be fixed by the Board of Directors. Notice of the
place, date, time and purpose of the annual meeting of shareholders shall
be given not less than twenty (20) days before such meeting, in the manner
as set forth in Section 705 of these bylaws, to each shareholder of record
entitled to vote at such meeting.
Section 103. (Amended) Special Meetings. Special meetings of the
shareholders may be called at any time by the Chief Executive Officer,
President or the Board of Directors. Notice of the place, date, time and
purpose of a special meeting of shareholders called by the Chief Executive
Officer, President or the Board of Directors, shall be given not less than
thirty (30) days before such meeting, in the
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manner as set forth in Section 705 of these bylaws, to each shareholder of
record entitled to vote at such meeting. Upon the application of the holder
or holders of not less than ten percent (10%) of all shares entitled to
vote at a particular meeting, the New Jersey Superior Court, in an action
in which the court may proceed in a summary manner, for good cause shown,
may order a special meeting of the shareholders to be called and held at
such time and placed upon such notice and for the transaction of such
business as may be designated in such order. At any meeting ordered to be
called pursuant to this section of the bylaws, the shareholders present, in
person or by proxy, and having voting powers, shall constitute a quorum for
the transaction of the business designated in such order.
Section 105. (New) Proxy Voting. Every shareholder entitled to vote at a
meeting of shareholders may authorize another person or persons to act for
him by proxy. Every proxy shall be executed in writing by the shareholder
or his agent, except that a proxy may be given by a shareholder or his
agent by telegram or cable, or by any means of electronic communication
which results in a writing and sets forth a confidential and unique
identification number or other mark furnished by the Corporation to the
shareholder or his agent for the purpose of a particular meeting.
Section 106. (New) Shareholder Proposals.
(a) Any shareholder who intends to submit a proposal for inclusion in the
Corporation's proxy statement for the annual meeting of shareholders
shall submit his or her proposal to the Secretary of the Corporation
not less than 120 calendar days before the date of mailing of the
Corporation's proxy statement in connection with the previous year's
annual meeting of shareholders. A proposal shall be submitted and be
consistent in all other respects, including being a proper subject for
action by shareholders, with the then current rules and regulations of
the Securities and Exchange Commission.
(b) A shareholder who intends to submit a proposal at an annual meeting of
shareholders and does not intend to request inclusion of such proposal
in the Corporation's proxy statement for that annual meeting, shall
submit the proposal to the Secretary of the Corporation not later than
45 calendar days before the date of mailing of the Corporation's proxy
statement in connection with the previous year's annual meeting of
shareholders. Such proposal shall be a proper subject for action by
shareholders under applicable federal and state law.
Section 705. (New) Notices, Proxy Statements and Forms of Proxy for
Meetings of Shareholders. Every notice, proxy statement and form of proxy
for a meeting of shareholders shall be in writing and delivered in person
or by United States mail, postage prepaid, or electronic mail, or by
placing such notice, proxy statement and form of proxy on the Corporation's
internet website. With respect to the delivery of such meeting materials
other than by United States mail, postage prepaid, such meeting materials
shall not be deemed to have been delivered to a shareholder or his
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agent, unless the Corporation has received prior to the record date for the
particular meeting a written consent from the shareholder or his agent to
the delivery.
Item 6. Resignations of Registrant's Directors.
Not Applicable.
Item 7. Financial Statements and Exhibits.
Not Applicable.
Item 8. Change in fiscal year.
Not Applicable
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.
VISTA BANCORP, INC.
(Registrant)
Date: February 25, 1999 /s/ Barbara Harding
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Barbara Harding, President and
Chief Executive Officer
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