Delaware
|
94-3327828
|
|
(State of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
111 West Pine Street, Lodi, California
|
95240
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
to be so registered
|
Name of each exchange on which
each class is to be registered
|
|||
Not Applicable
|
None
|
Item 1. | Description of Securities to be Registered. |
Item 2. | Exhibits. |
Exhibit No.
|
Document Designation
|
4.1
|
Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), dated as of August 5, 2008, including Form of Right Certificate, incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A dated and filed August 8, 2008 (File No. 000-26099)
|
4.2
|
Amendment No. 1 to Rights Agreement, dated as of February 18, 2016, the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as Rights Agent (filed herewith).
|
FARMERS & MERCHANTS BANCORP
|
||
By:
|
/s/ Stephen W. Haley
|
|
Stephen W. Haley
|
||
Executive Vice President
& Chief Financial Officer
|
Exhibit No.
|
Document Designation
|
4.1
|
Rights Agreement between Farmers & Merchants Bancorp and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), dated as of August 5, 2008, including Form of Right Certificate, incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A dated and filed August 8, 2008 (File No. 000-26099)
|
Amendment No. 1 to Rights Agreement, dated as of February 18, 2016, the Company and Computershare Trust, N.A., a federally chartered, limited purpose trust company (as successor to Registrar and Transfer Company), as Rights Agent (filed herewith).
|
1.
|
Section 1(e) of the Rights Agreement is hereby amended by deleting the existing Section 1(e) and replacing that section with a new Section 1(e) as follows:
|
2.
|
Section 1(d)(i) of the Rights Agreement is hereby amended by deleting the existing Section 1(d)(i) and replacing that section with a new Section 1(d)(i) as follows:
|
3.
|
Section 2 of the Rights Agreement is hereby amended by adding the following to the end thereof:
|
4.
|
Section 3 of the Rights Agreement is hereby amended to add the following new Section 3(d) in appropriate numerical order:
|
5.
|
Section 5 of the Rights Agreement is hereby amended to replace the words “manually countersigned” in the second sentence with the words “countersigned manually or by facsimile signature”.
|
6.
|
Section 7(a) of the Rights Agreement is hereby amended by deleting the existing Section 7(a) and replacing that section with a new Section 7(a) as follows
|
7.
|
Section 7(b) of the Rights Agreement is hereby amended by deleting the existing Section 7(b) and replacing that section with a new Section 7(b) as follows:
|
8.
|
Section 18 of the Rights Agreement is hereby amended in the first paragraph by deleting the second and third sentences thereof and replacing those sentences with new sentences, respectively, as follows:
|
9.
|
Section 18 of the Rights Agreement is hereby amended in the second paragraph by adding the following language to the end thereto:
|
10.
|
Section 20(c) of the Rights Agreement is hereby amended by deleting the existing Section 20(c) and replacing that section with a new Section 20(c) as follows:
|
11.
|
Section 21 of the Rights Agreement is hereby amended by deleting the existing first sentence of Section 21 and replacing that sentence with a new sentence as follows:
|
12.
|
Section 21 of the Rights Agreement is hereby amended by inserting the following new sentence at the end thereof:
|
13.
|
Section 26 of the Rights Agreement is hereby amended by deleting the existing Rights Agent notice address and replacing it as follows:
|
14.
|
Section 27 of the Rights Agreement is hereby amended by inserting the following new language at the end thereof:
|
15.
|
The Rights Agreement is hereby amended by inserting a new Section 34 as follows:
|
16.
|
Exhibits A, B, and C to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment. Each reference in Exhibits A, B, and C to the Rights Agreement to the date “August 5, 2018” shall be replaced with the date “August 5, 2025.” Each reference in Exhibits A, B, and C to the Rights Agreement to the purchase price of “$1,200” shall be replaced with “$1,600.”
|
17.
|
Except as expressly set forth in this Amendment all other terms of the Rights Agreement shall remain in full force and effect.
|
18.
|
This Amendment and each Right Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
|
19.
|
This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect, and enforceability as an original signature.
|
20.
|
This Amendment shall be effective as of the date first above written and all references to the Rights Agreement (including each reference to “hereof,” “hereunder,” “hereto,” “herein,” “hereby,” and each similar reference contained in the Rights Agreement, such as “this Agreement”) shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.
|
21.
|
The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of the Rights Agreement, including Section 27 thereof.
|
22.
|
By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
|
|
THE COMPANY:
|
|
|
|
|
|
FARMERS & MERCHANTS BANCORP
|
|
|
|
|
|
By:
|
/s/Kent A. Steinwert
|
|
|
|
|
Name:
|
Kent A. Steinwert
|
|
|
|
|
Title:
|
President and Chief Executive Officer
|
|
THE RIGHTS AGENT:
|
|
|
|
|
|
COMPUTERSHARE INC.
|
|
|
|
|
|
By:
|
/s/ Peter Duggan
|
|
|
|
|
Name:
|
Peter Duggan
|
|
|
|
|
Title:
|
Senior Vice President
|