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 5, 2017
FNB BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
| 000-49693 | 92-2115369 |
| (Commission File Number) | (IRS Employer Identification No.) |
| 975 El Camino Real, South San Francisco, California | 94080 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 588-6800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 31, 2017, the registrant, FNB Bancorp, a California corporation and the parent company of First National Bank of Northern California, a national banking association, announced that its Board of Directors had declared a stock split, aggregating approximately 2,436,057 shares, payable at the rate of three shares of FNB Bancorp common stock for every two shares of FNB Bancorp common stock owned. The stock split will be payable on May 26, 2017 to holders of record as of May 5, 2017, and an amendment of Article IV of the registrant’s Articles of Incorporation, effecting the stock split, was filed with the California Secretary of State on May 5, 2017. A copy of the Certificate of Amendment of Articles of Incorporation is filed as Exhibit 99.1 to this Current Report and incorporated herein by reference. The amendment was adopted and approved by the Board of Directors. Shareholder approval was not required.
A complete copy of the registrant’s Articles of Incorporation, as amended, is filed as Exhibit 99.2 to this Current Report and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits | |
| 99.1 Certificate of Amendment of Articles of Incorporation |
| 99.2 Articles of Incorporation (as of May 5, 2017) |
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: May 11, 2017
| FNB BANCORP (Registrant) | |
| By: /s/ David A Curtis | |
| David A. Curtis | |
| Senior Vice President and | |
| Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
| 99.1 | Certificate of Amendment of Articles of Incorporation |
| 99.2 | Articles of Incorporation (as of May 5, 2017) |
Exhibit 99.1
CERTIFICATE
OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
FNB BANCORP
| Jim D. Black and David A. Curtis certify that; | ||
| 1. | They are the President and the Senior Vice President and Chief Financial Officer, respectively, of FNB Bancorp, a California corporation (“FNB Bancorp”). | |
| 2. | Article IV of the Articles of Incorporation of FNB Bancorp is amended to read as follows: |
“This corporation is authorized to issue two classes of shares designated “Common Stock” and “Preferred Stock,” respectively. The number of shares of Common Stock authorized to be issued is 10,000,000, and the number of shares of Preferred Stock authorized to be issued is 5,000,000. Upon the amendment of this article, each two (2) shares of Common Stock outstanding is split into three (3) shares of Common Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.”
| 3. | The amendment herein set forth has been duly approved by the Board of Directors of FNB Bancorp. |
| 4. | The amendment herein set forth may be adopted by approval of the Board of Directors of FNB Bancorp alone pursuant to Section 902(c) of the California Corporations Code, since the corporation has only one class of shares outstanding and the amendment effects only a stock split. |
| 5. | 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 11, 2017 | /s/ Jim D. Black |
| Jim D. Black | |
| President | |
| /s/ David A. Curtis | |
| David A. Curtis | |
| Senior Vice President and | |
| Chief Financial Officer |
Exhibit 99.2
ARTICLES OF INCORPORATION
of
FNB BANCORP
(as of May 5, 2017)
I
The name of this corporation is FNB Bancorp.
II
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
III
The name in the State of California of this corporation’s agent for service of process is:
David
A. Curtis
975 El Camino Real, 3rd Floor
South San Francisco, California 94080
IV
This corporation is authorized to issue two classes of shares designated “Common Stock” and “Preferred Stock,” respectively. The number of shares of Common Stock authorized to be issued is 10,000,000, and the number of shares of Preferred Stock authorized to be issued is 5,000,000. Upon the amendment of this article, each two (2) shares of Common Stock outstanding is split into three (3) shares of Common Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.
V
Section 1. Limitation of Directors’ Liability. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
Section 2. Indemnification of Directors and Officers. This corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under California law.
Section 3. Repeal or Modification. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right or indemnification or limitation of liability of a director or officer of this corporation relating to acts or omissions occurring prior to such repeal or modification.
| Dated: May 11, 2017 | |
| /s/ Monica Corbella | |
| Monica Corbella, Incorporator |