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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) May 17, 1996
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CALIFORNIA INDEPENDENT BANCORP
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 0-26552 68-0349947
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(State of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1005 Stafford Way, Yuba City, California 95991
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(Address of principal executive offices)
Registrant's telephone number, including area code (916) 674-4444
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
A. NASDAQ LISTING APPLICATION.
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On May 17, 1996, California Independent Bancorp (the "Company")
filed a listing application with NASDAQ for inclusion of its common stock in
the NASDAQ National Market.
B. SHAREHOLDER APPROVAL OF THE ELIMINATION OF CUMULATIVE VOTING.
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On May 29, 1996, at the Company's Annual Meeting of Shareholders, a
majority of the shareholders of the Company voted to approve an amendment to
the Company's Articles of Incorporation to eliminate cumulative voting. Such
amendment eliminates cumulative voting for directors in the event the Company
becomes a "listed corporation." Under California law, a "listed corporation"
is a corporation with its shares listed on either the New York Stock Exchange
or the American Stock Exchange or a corporation with 800 or more shareholders
whose stock trades on the NASDAQ National Market System. The Company
presently has more than 800 shareholders and is waiting for approval of its
application to list its common stock on the NASDAQ National Market System.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired. Not applicable.
(b) Pro Forma financial information. Not applicable.
(c) Exhibits. See Index to Exhibits on page 4.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CALIFORNIA INDEPENDENT BANCORP
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(COMPANY)
Date: June 14, 1996 By:
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Annette Bertolini,
Senior Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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4.1 Certificate of Amendment of Articles of 5
Incorporation of California Independent
Bancorp
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CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
CALIFORNIA INDEPENDENT BANCORP
The undersigned certify that:
1. They are the President and the Secretary, respectively, of
California Independent Bancorp, a California corporation.
2. The Articles of Incorporation of this corporation shall be amended
by adding thereto a new Article SEVEN which shall read as follows:
"SEVEN: CUMULATIVE VOTING
No holder of any class of stock of the corporation shall be
entitled to cumulate votes at any election of directors of the
corporation. This provision shall become effective only when the
corporation becomes a listed corporation within the meaning of
Section 301.5 of the California Corporations Code."
3. The foregoing amendment of the Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902
of the California Corporations Code. The total number of outstanding shares
of the corporation is 1,451,278. The number of shares voting in favor of the
amendment equaled or exceeded the vote required. The percentage vote required
was more than 50%.
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We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of our own knowledge.
Date: May 29, 1996 ROBERT J. MULDER
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Rober J. Mulder, President
ANNETTE DIER BERTOLINI
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Annette Dier Bertolini,
Secretary
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