-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B6s5for1pHHTd3Gxhgq5x86udgfEUdZJamS6i4SAL/uhFK2d6QhAMZpgv0IeYD50 sqx2TnCoxOpTtoikMSATGQ== 0001193125-09-190029.txt : 20090910 0001193125-09-190029.hdr.sgml : 20090910 20090910170949 ACCESSION NUMBER: 0001193125-09-190029 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090910 FILED AS OF DATE: 20090910 DATE AS OF CHANGE: 20090910 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORPBANCA/FI CENTRAL INDEX KEY: 0001276671 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32305 FILM NUMBER: 091063378 BUSINESS ADDRESS: STREET 1: HUERFANOS 1072 CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 BUSINESS PHONE: 56 (2) 687-8000 MAIL ADDRESS: STREET 1: HUERFANOS 1072 CITY: SANTIAGO CHILE STATE: F3 ZIP: 00000 6-K 1 d6k.htm FORM 6-K Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2009

(Commission File No. 001-32305)

 

 

CORPBANCA

(Translation of registrant’s name into English)

 

 

Rosario Norte 660

Las Condes

Santiago, Chile

(Address of registrant’s principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b) (7):

Yes ¨ No x

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

 

 

 


On September 8, 2009, CorpBanca sent to the Chilean Superintendency of Securities and Insurance (Superintendencia de Valores y Seguros or the SVS) a notice disclosing as a material event the results of the board of directors meeting of Corpbanca held on September 8, 2009, approving a call for an Extraordinary General Shareholders’ Meeting on October 15, 2009 for the purpose of approving (i) a reduction in the number of Directors and increasing the number of Alternate Directors of CorpBanca (with the previously-obtained approval of the Chilean Superintendency of Banks and Financial Institutions (Superintendencia de Bancos e Instituciones Financieras)), (ii) adopting changes in CorpBanca’s By-laws corresponding to such changes in Directors and Alternate Directors, as well as other amendments to reflect changes in the Chilean Banking Law and other Chilean regulation, and (iii) authorizing the sale of 2.5% of CorpBanca’s shares to its shareholders pursuant to article 27C of the Chilean Securities Market Law and article 29 of the related Regulations and authorizing the board of directors to set the price of shares to be sold. An unofficial English language translation of the notice is attached hereto as Exhibit 99.1.

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, thereto duly authorized.

 

CORPBANCA
(Registrant)
By:  

/s/ Mario Chamorro

Name:   Mario Chamorro
Title:   Chief Executive Officer

Date: September 10, 2009


EXHIBIT INDEX

 

Exhibit

 

Description

99.1   Unofficial English language translation of CorpBanca’s notice to the SVS dated September 8, 2009.
EX-99.1 2 dex991.htm UNOFFICIAL ENGLISH LANGUAGE TRANSLATION Unofficial English Language Translation

Exhibit 99.1

Santiago, September 8, 2009.

GG/109/09

Mr.

Guillermo Larraín Ríos

Superintendent of Securities and Insurance

 

RE:   COMMUNICATING MATERIAL EVENT

 

Dear Sir:

In accordance with Articles 9 and 10 of the Securities Market Law 18,045 and Chapter 18-10 of the Standards of the Superintendency of Banks and Financial Institutions, Corpbanca hereby informs you of the material event regarding the company, the shares issued by the Bank and their offering that took place at an extraordinary meeting of the Bank’s Board of Directors held September 8, 2009. The Board of Directors unanimously agreed to call an Extraordinary General Shareholders’ Meeting for October 15, 2009 at 10:00 am, to be held at the company’s legal address at Rosario Norte 660, 24th floor, Las Condes, to decide the following matters:

1. Reducing the number of Directors from eleven to nine and increasing the number of Alternate Directors from one to two, and modifying, for that purpose, Article 11 of the By-Laws, as well as granting power to the Chief Executive Officer to request prior authorization from the Superintendency of Banks and Financial Institutions, in conformity with paragraph 2 of No. 4 of article 49 of the General Banking Law.

2. Should point 1 be approved, nine Directors and two Alternate Directors would need to be appointed, and would hold these positions for a period of 3 years from the date of appointment.

3. Authorizing the sale of the Bank’s own shares, equivalent to 2.5% of share capital, amounting to 5,672,732,264 shares, which, in conformity with article 27 C of the Securities Market Law and article 29 of its Regulations, would be offered preferentially to those shareholders registered in the respective shareholders’ registry 5 business days prior to the sale, prorated based on their share participation, for a period of 30 days from the date of publication of this option. Shareholders will also be asked to vote on whether to grant shareholders or their assignees a second preferential option period for those shareholders or assignees that purchase shares during the first preferential offer period and have expressed a desire to purchase any remaining shares not purchased in the initial period by the shareholders or their assignees. In this second period, the shareholder would have the right to purchase their prorated portion of any shares remaining once the initial preferential offer period has ended. This right should be exercised within a 45-day period after the first period expires. The above is independent of whether the Shareholders determine another second preferential option procedure.

4. Authorizing the Board of Directors to set the price of the shares to be sold in the preferential offer periods agreed upon by Shareholders.

5. Amending references in the By-Laws to the applicable articles in the General Banking Law and other legislation and, in particular, modifying the following provisions:

i) Article 15, regarding requirements for approving related party transactions, proposing modifications to match current terms established in article 50 bis of Law 18,046;


ii) Article 12, on Director compensation, proposing to specify that Directors may or may not be compensated;

iii) Article 20, Letter j), which establishes the requirement of informing the Bank’s Board of Directors of all asset purchases or sales made by the Bank, proposing to remove this requirement by revoking the applicable provision.

iv) Articles 25 and 27, regarding matters that should be brought to the attention of shareholders at Extraordinary Shareholders’ Meetings and quorums needed to make decisions, proposing modifications to match standards currently in force;

v) Title VIII, on Dissolution and Liquidation, proposing modifications to match current terms of the standards in the General Banking Law;

vi) Sole Transitory Article, updating and leaving record that all shares are fully subscribed and paid;

6. Agreeing on one sole, modified and systematized text for the by-laws, including any modifications agreed upon by shareholders at this Meeting.

7. Adopting all agreements and granting powers necessary to formalize and legalize the matters contained in the preceding points.

It is hereby stated that for the purpose of calling the Extraordinary General Shareholders’ Meeting, given the nature of the point regarding decreasing the number of directors, this notification has been previously authorized by the Superintendency of Banks and Financial Institutions.

Those shareholders contained in the company’s shareholders’ registry 5 business days before the Extraordinary General Shareholders’ Meeting may participate in this meeting.

In the aforementioned Board of Directors’ meeting, the Chief Executive Officer was authorized to carry out the steps necessary to call this Shareholders’ Meeting.

 

Sincerely,
Mario Chamorro Carrizo
Chief Executive Officer
-----END PRIVACY-ENHANCED MESSAGE-----