-----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, MQzt7TCQ271dY3MCVFNQB4fqZ4aIJEiZjYXyrU1X9qSvnsM0PQi/lMotYu8jeH/u 8mLX5x3feTK/Rw6OLfy0+Q== 0000891836-02-000010.txt : 20020413 0000891836-02-000010.hdr.sgml : 20020413 ACCESSION NUMBER: 0000891836-02-000010 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIVIC BANCORP CENTRAL INDEX KEY: 0000747205 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680022322 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13287 FILM NUMBER: 2503243 BUSINESS ADDRESS: STREET 1: 2101 WEBSTER ST STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612 BUSINESS PHONE: 5108366500 MAIL ADDRESS: STREET 1: 2101 WEBSTER STREET STREET 2: 14TH FLOOR CITY: OAKLAND STATE: CA ZIP: 94612 8-A12G/A 1 sc138778.txt REGISTRATION OF CERTAIN CLASSES OF SECURITIES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A/A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Civic BanCorp - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) California 68-0022322 - --------------------------------------- ------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification no.) 2101 Webster Street, Oakland, California 94612 - --------------------------------------------- --------------------- (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration If this form relates to the registration of a class of securities pursuant to of a class of securities pursuant to Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and effective pursuant to General is effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. |_| following box. |X|
Securities Act registration statement file number to which this form relates: _________ (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ - ------------------------------- ----------------------------------- - ------------------------------- ----------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: Preferred Stock Purchase Rights - -------------------------------------------------------------------------------- (Title of Class) Item 1. Description of Registrant's Securities to be Registered. -------------------------------------------------------- On January 4, 2002, Civic BanCorp (the "Company") and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) as Rights Agent (the "Rights Agent"), entered into Amendment No. 1 (the "Amendment") to the Rights Agreement, dated November 8, 1996, between the Company and the Rights Agent (the "Rights Agreement"). The Amendment eliminates the redemption provisions in the Rights Agreement and provides for termination of the rights at the election of the Civic BanCorp Board of Directors. The effective date of the Amendment is January 4, 2002. The text of the Amendment is attached as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Amendment is qualified by reference to Exhibit 4.1. Item 2. Exhibits. -------- 4.1. Amendment No. 1 to Rights Agreement, dated as of November 8, 1996, between Civic BanCorp and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as Rights Agent. SIGNATURE Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 7, 2002 CIVIC BANCORP By: /s/ Herbert C. Foster ----------------------------------- Name: Herbert C. Foster Title: President and Chief Executive Officer 3 EX-4.1 3 sc137756.txt AMENDMENT NO. 1 TO RIGHTS AGREEMENT EXHIBIT 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this "Amendment"), dated as of January 4, 2002, amends the Rights Agreement (the "Rights Agreement"), dated as of November 8, 1996, between Civic BanCorp, a California corporation (the "Company") and Mellon Investor Services, LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.) (the "Rights Agent"). Certain capitalized terms used herein are defined in the Rights Agreement unless otherwise specified herein. WHEREAS, pursuant to Section 27 of the Rights Agreement, the Board of Directors of the Company (the "Board") may from time to time supplement or amend the Rights Agreement without the approval of any holders of Right Certificates; provided, however, that from and after such time as any Person has become an Acquiring Person, the Rights Agreement shall not be amended in any manner which would adversely affect the interests of the holders of Rights Certificates; WHEREAS, as of the date of this Amendment, no Person has become an Acquiring Person; WHEREAS, the Company wishes to amend the Rights Agreement to eliminate the redemption provisions therein and to provide for termination of the Rights at the election of the Board; NOW, THEREFORE, in accordance with Section 27 of the Rights Agreement, the Company and the Rights Agent agree as follows: 1. The second full paragraph of the Rights Agreement shall be amended to delete the word "Redemption" and to insert the word "Termination" in its place. 2. Section 1(p) shall be amended and restated in its entirety as follows: "(p) Reserved." 3. Section 1(v), the definition of "Trading Day", shall be renumbered Section 1(w) but shall otherwise be unchanged. 4. Section 1(w), the definition of "Trigger Event", shall be renumbered Section 1(x) but shall otherwise be unchanged. 5. A new Section 1(v) shall be inserted as: "(v) "Termination Date" shall have the meaning set forth in Section 7 hereof." 6. Section 3(b) shall be amended to delete the word "Redemption" in the third sentence of that subsection and to insert the word "Termination" in its place. 4 7. Section 3(c) shall be amended to delete the word "Redemption" in the first sentence of that subsection and to insert the word "Termination" in its place. 8. Section 3(c) shall be amended to add the words, ", as amended" prior to the parenthetical phrase "(the "Rights Agreement")" in the first sentence to the legend set forth in that subsection. 9. Section 6 shall be amended to delete the word "Redemption" in the first sentence of that subsection and to insert the word "Termination" in its place. 10. Section 7(a) of the Rights Agreement shall be amended and restated in its entirety as follows: "(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (expect as otherwise provided herein) in whole or in part at any time after the Distribution Date upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the principal office of the Rights Agent, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, at or prior to the earliest of (i) the close of business on October 31, 2006, (the "Final Expiration Date"), (ii) the time at which the Rights are terminated as provided in Section 23 hereof (the "Termination Date"), or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof." 11. Section 23 of the Rights Agreement is restated in its entirety as follows: "Section 23. TERMINATION (a) The Board of Directors of the Company may, at its option, at any time prior to such time as any Person becomes an Acquiring Person, elect to terminate the Rights without any payment to any holder thereof. (b) Immediately upon the action of the Board of Directors of the Company electing to terminate the Rights (or, if the resolution of the Board of Directors electing to terminate the Rights states that the termination will not be effective until the occurrence of a specified future time or event, upon the occurrence of such future time or event), without any further action and without any notice, provided that the Company gives written notice of such termination to the Rights Agent, the right to exercise the Rights will terminate and each Right, whether or not previously exercised, will thereafter be null and void." 12. The legend at the top of the front of the form of Rights Certificate attached as Exhibit B to the Rights Agreement shall be amended and restated in its entirety as follows: 5 "NOT EXERCISABLE AFTER OCTOBER 31, 2006 OR EARLIER IF TERMINATION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO TERMINATION AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT." 13. The form of Rights Certificate shall be amended to add the words ", as amended" prior to the words "(the "Rights Agreement")" in the first full paragraph on the front of the form. 14. The fourth full paragraph of the Rights Certificate shall be amended and restated in its entirety as follows: "Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be terminated by the Company or (ii) may be exchanged in whole or part for Preferred Shares or shares of the Company's Common Stock, no par value." 15. Except as specifically amended by this Amendment, all terms, conditions and provisions of the Rights Agreement shall remain in full force and effect. 16. THIS AMENDMENT TO THE RIGHTS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF CALIFORNIA 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. 17. 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. [Remainder of the page intentionally left blank.] 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written. CIVIC BANCORP By: /s/ Herbert C. Foster ------------------------------------ Name: Herbert C. Foster Title: President and Chief Executive Officer RIGHTS AGENT MELLON INVESTOR SERVICES LLC (formerly known as CHASEMELLON SHAREHOLDER SERVICES, L.L.C.) By: /s/ William A. Dougherty ------------------------------------ Name: William A. Dougherty Title: Assistant Vice President -----END PRIVACY-ENHANCED MESSAGE-----