-----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, JGcXIuEC2TowybrsTN74fqqj1xzQ4f0B6Vs3QI1yBW1zRBTD6QUKhCcwS3JTV97L MerXbdGOvgSeQl0E7R0WDg== 0000950134-02-015735.txt : 20021218 0000950134-02-015735.hdr.sgml : 20021218 20021218132759 ACCESSION NUMBER: 0000950134-02-015735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021217 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST STATE BANCORPORATION CENTRAL INDEX KEY: 0000897861 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 850366665 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12487 FILM NUMBER: 02861473 BUSINESS ADDRESS: STREET 1: 7900 JEFFERSON NE CITY: ALBUQUERQUE STATE: NM ZIP: 87109 BUSINESS PHONE: 5052417500 MAIL ADDRESS: STREET 1: 7900 JEFFERSON NE CITY: ALBUQUERQUE STATE: NM ZIP: 87190 8-K 1 d02080e8vk.txt FORM 8-K 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) DECEMBER 17, 2002 FIRST STATE BANCORPORATION (Exact name of registrant as specified in its charter) NEW MEXICO 001-12487 85-0366665 (State or other jurisdiction of (Commission File No.) (IRS Employer incorporation) Identification No.) 7900 JEFFERSON, N.E., ALBUQUERQUE, NEW MEXICO 87109 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code (505) 241-7500 Page 1 of 5 Exhibit Index on Page 5 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On December 17, 2002, Mr. Leonard J. DeLayo, Jr., a Director of the Registrant, entered into a "trading plan" pursuant to the requirements of Rule 10b5-1(c) promulgated by the Securities and Exchange Commission under Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Plan"). The Plan covers the proposed sales by Mr. DeLayo of up to 18,750 shares of the Registrant's common stock during the period commencing December 20, 2002, and ending April 20, 2003, at prices not less than $22.00 per share, upon the exercise of options granted by the Registrant to purchase its common stock to provide for an amount of cash sufficient for Mr. DeLayo to pay the exercise price and related federal income withholding taxes as a result of such exercises. The purpose of his trading plan is to enable him to exercise currently outstanding options to purchase the Registrant's common stock, which expire in November 2003, and to subsequently sell the underlying common stock in an orderly fashion to pay for, among other uses of the proceeds, the exercise price of the options and related federal income withholding taxes. On December 17, 2002, Mr. Michael R. Stanford, the President, Chief Executive Officer, and a Director of the Registrant, as a general partner of the Stanford Family Limited Partnership (the "Partnership"), entered into a "trading plan" pursuant to the requirements of Rule 10b5-1(c) promulgated by the Securities and Exchange Commission under Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Plan"). The Plan covers the proposed sales by the Partnership of up to 20,000 shares of the Registrant's common stock during the period commencing December 20, 2002, and ending March 20, 2002, at prices not less than $22.00 per share, upon the exercise of options granted by the Registrant to purchase its common stock to provide for an amount of cash sufficient for the Partnership to pay the exercise price and related federal income withholding taxes as a result of such exercises. Mr. Stanford transferred his options to purchase 20,000 shares of the Registrant's common stock to the Partnership, which is comprised solely of members of Mr. Stanford's immediate family, pursuant to the authority granted to him by the Registrant's Board of Directors. The purpose of the Partnership's trading plan is to enable it to exercise currently outstanding options to purchase the Registrant's common stock, which expire in November 2003, and to subsequently sell the underlying common stock in an orderly fashion to pay for, among other uses of the proceeds, the exercise price of the options and related federal income withholding taxes. Page 2 of 5 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Items (a) and (b) are not applicable. Item (c) Exhibits. Exhibit 99.1 Trading letter of the Stanford Family Limited Partnership (the "Partnership") by Michael R. Stanford, President, Chief Executive Officer, and a Director of the Registrant, as a general partner of the Partnership, pursuant to Rule 10b5-1(c) under Section 10(b) of the Securities Act of 1934, as amended. Exhibit 99.2 Trading letter of Leonard J. DeLayo, Jr., a Director of the Registrant pursuant to Rule 10b5-1(c) under Section 10(b) of the Securities Act of 1934, as amended. Page 3 of 5 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. FIRST STATE BANCORPORATION Date: December 18, 2002 By: /s/ H. PATRICK DEE -------------------------------- H. Patrick Dee Executive Vice President and Chief Operating Officer Page 4 of 5 EXHIBIT INDEX
EXHIBIT DESCRIPTION - ------- ----------- 99.1 Trading letter of the Stanford Family Limited Partnership (the "Partnership") by Michael R. Stanford, President, Chief Executive Officer, and a Director of the Registrant, as a general partner of the Partnership, pursuant to Rule 10b5-1(c) under Section 10(b) of the Securities Act of 1934, as amended. 99.2 Trading letter of Leonard J. DeLayo, Jr., a Director of the Registrant pursuant to Rule 10b5-1(c) under Section 10(b) of the Securities Act of 1934, as amended.
Page 5 of 5 EX-99.1 3 d02080exv99w1.txt TRADING LETTER OF THE STANFORD FAMILY LP EXHIBIT 99.1 SALES PLAN This Sales Plan is made this 17th day of December 2002, (the "Sales Plan"), between Stanford Family Limited Partnership. ("Seller"), acting by a General Partner, Michael R. Stanford ("Stanford"), and RAYMOND JAMES & ASSOCIATES ("Broker"). WHEREAS, the Seller desires to establish this Sales Plan to sell shares of common stock (the "Stock") of the First State Bancorporation, a New Mexico corporation (the "Issuer") to be acquired by Seller through cashless exercises of portions of Stanford's vested options (the "Options") granted to him under Issuer's 1993 Stock Option Plan, and transferred to Seller in accordance with Issuer's stock option transfer policy. WHEREAS, the Seller, at the time of his execution of this Sales Plan, is not aware of any material, non-public information about the Issuer or any securities of the Issuer and is entering this Sales Plan in good faith and not as part of a plan or scheme to evade Rule 10b-5 or Rule 10b5-1(c ) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and WHEREAS, the Seller desires to engage the Broker to effect partial exercises of the Options and sales of the Stock acquired on the exercise of the Options in accordance with the Sales Plan; and NOW THEREFORE, the Seller and Broker agree as follows: 1. Broker is authorized to use its independent judgment during the three (3) month period during the term of this Sales Plan to exercise Options to acquire up to 20,000 shares of the Stock and sell the Stock acquired on the exercise of the Options at a price not less than $22.00. 2. Seller hereby appoints Broker as his Attorney-in-Fact for the limited purpose of exercising the Options pursuant to the Sales Plan. 3. The initial term of this Sales Plan shall be for the 3 months, commencing December 20th 2002, and ending March 20, 2003. This Sales Plan will terminate if: (a) Seller or Broker fails to comply with the terms of this Sales Plan; (b) Broker becomes aware of material, non-public information about the issuer; (c) Upon the death of Mr. Stanford; (d) Issuer and/or Seller enter into an agreement that restricts exercises and/or Sales under this Sales Plan; (e) Broker receives notice that Seller for any reason has terminated this Sales Plan; (f) Seller receives notice that Broker for a any reason has terminated this Sales Plan; (g) Seller files for protection from Seller's creditors under the Bankruptcy Code or similar statute; or 1 (h) Broker receives notice that a tender or exchange offer for the Stock has been commenced. 4. Seller does not intend for any sales to result in a meaningful weakening of the price of the Stock. According, Broker is authorized to use its independent judgment in determining the number of shares of Stock to be acquired through exercise of the Option and to be sold each day. 5. Seller will not exercise any control over the timing or volume of any exercises or sales of the Stock. 6. Broker will provide Seller, or it's representative, via e-mail after the close of the market on days on which exercises and sales have been made, with a summary, running total, and analysis of transactions to date. Broker shall simultaneously give the same notice by email or telephone to Patrick Dee, Executive Vice President and Chief Operating Officer of the Issuer, or his representative or successor, in order that the Issuer may assist the Seller's making timely reports under the requirements of the Exchange Act. The notification will not include any discussion of intention for future sales. 7. Seller and Stanford represent and warrant that they are not aware of material, non-public information with respect to the Issuer or any securities of the Issuer (including the Stock), are not subject to the any legal, regulatory or contractual restriction or undertaking that would prevent the Broker from conducting sales in accordance with the Sales Plan and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. Seller will immediately notify the Broker if it becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent the Broker from making Sales pursuant to this Sales Plan, and, in that case, Seller and Broker will cooperate to amend or otherwise revise this Sales Plan to take account of the legal, regulatory or contractual restriction or undertaking, however, neither party will be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-1(c). 8. The parties intend that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). 9. Broker agrees to conduct all public sales in accordance with the manner of sales and other requirements of Rule 144 under the Securities Act of 1933. Broker will not effect any sale if the sale would exceed the then applicable volume limitation under Rule 144, assuming Broker's sales under this Sale Plan are the only sales subject to that limitation. This paragraph is not intended, and will not, prohibit Broker from effecting sales through private placements. 10. Seller will not take, and will ensure any person or entity with which it would be required to aggregate sales of Stock pursuant to Paragraph (a)(2) or (e) of Rule 144 will not take, any action which would cause the sales to violate the requirements of Rule 144. 11. Seller will make all required Form 144 filings. 12. Seller will make all filings, if any, required under Section 13(d) and Section 16 of the Exchange Act. 13. This Sales Plan will be governed by and construed in accordance with the laws of the State of New Mexico and may be modified and amended only by a writing signed by the parties and the Issuer. IN WITNESS WHEREOF, the undersigned have executed this Sales Plan as of the date first above written. SELLER RAYMOND JAMES & ASSOCIATES - ----------------------------------- By: Stanford Family Limited Partnership -------------------------------- Jeff Fordham Sr. Vice President - ----------------------------------- Michael R. Stanford General Partner EX-99.2 4 d02080exv99w2.txt TRADING LETTER OF LEONARD J. DELAYO, JR. EXHIBIT 99.2 SALES PLAN This Sales Plan is made this 17th day of December 2002, (the "Sales Plan"), between Stanford Family Limited Partnership. ("Seller"), acting by a General Partner, Michael R. Stanford ("Stanford"), and RAYMOND JAMES & ASSOCIATES ("Broker"). WHEREAS, the Seller desires to establish this Sales Plan to sell shares of common stock (the "Stock") of the First State Bancorporation, a New Mexico corporation (the "Issuer") to be acquired by Seller through cashless exercises of portions of Stanford's vested options (the "Options") granted to him under Issuer's 1993 Stock Option Plan, and transferred to Seller in accordance with Issuer's stock option transfer policy. WHEREAS, the Seller, at the time of his execution of this Sales Plan, is not aware of any material, non-public information about the Issuer or any securities of the Issuer and is entering this Sales Plan in good faith and not as part of a plan or scheme to evade Rule 10b-5 or Rule 10b5-1(c ) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and WHEREAS, the Seller desires to engage the Broker to effect partial exercises of the Options and sales of the Stock acquired on the exercise of the Options in accordance with the Sales Plan; and NOW THEREFORE, the Seller and Broker agree as follows: 1. Broker is authorized to use its independent judgment during the three (3) month period during the term of this Sales Plan to exercise Options to acquire up to 20,000 shares of the Stock and sell the Stock acquired on the exercise of the Options at a price not less than $22.00. 2. Seller hereby appoints Broker as his Attorney-in-Fact for the limited purpose of exercising the Options pursuant to the Sales Plan. 3. The initial term of this Sales Plan shall be for the 3 months, commencing December 20th 2002, and ending March 20, 2003. This Sales Plan will terminate if: (a) Seller or Broker fails to comply with the terms of this Sales Plan; (b) Broker becomes aware of material, non-public information about the issuer; (c) Upon the death of Mr. Stanford; (d) Issuer and/or Seller enter into an agreement that restricts exercises and/or Sales under this Sales Plan; (e) Broker receives notice that Seller for any reason has terminated this Sales Plan; (f) Seller receives notice that Broker for a any reason has terminated this Sales Plan; 1 (g) Seller files for protection from Seller's creditors under the Bankruptcy Code or similar statute; or (h) Broker receives notice that a tender or exchange offer for the Stock has been commenced. 4. Seller does not intend for any sales to result in a meaningful weakening of the price of the Stock. According, Broker is authorized to use its independent judgment in determining the number of shares of Stock to be acquired through exercise of the Option and to be sold each day. 5. Seller will not exercise any control over the timing or volume of any exercises or sales of the Stock. 6. Broker will provide Seller, or it's representative, via e-mail after the close of the market on days on which exercises and sales have been made, with a summary, running total, and analysis of transactions to date. Broker shall simultaneously give the same notice by email or telephone to Patrick Dee, Executive Vice President and Chief Operating Officer of the Issuer, or his representative or successor, in order that the Issuer may assist the Seller's making timely reports under the requirements of the Exchange Act. The notification will not include any discussion of intention for future sales. 7. Seller and Stanford represent and warrant that they are not aware of material, non-public information with respect to the Issuer or any securities of the Issuer (including the Stock), are not subject to the any legal, regulatory or contractual restriction or undertaking that would prevent the Broker from conducting sales in accordance with the Sales Plan and is entering into this Sales Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1. Seller will immediately notify the Broker if it becomes subject to a legal, regulatory or contractual restriction or undertaking that would prevent the Broker from making Sales pursuant to this Sales Plan, and, in that case, Seller and Broker will cooperate to amend or otherwise revise this Sales Plan to take account of the legal, regulatory or contractual restriction or undertaking, however, neither party will be obligated to take any action that would be inconsistent with the requirements of Rule 10b5-1(c). 8. The parties intend that this Sales Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and this Sales Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c). 9. Broker agrees to conduct all public sales in accordance with the manner of sales and other requirements of Rule 144 under the Securities Act of 1933. Broker will not effect any sale if the sale would exceed the then applicable volume limitation under Rule 144, assuming Broker's sales under this Sale Plan are the only sales subject to that limitation. This paragraph is not intended, and will not, prohibit Broker from effecting sales through private placements. 10. Seller will not take, and will ensure any person or entity with which it would be required to aggregate sales of Stock pursuant to Paragraph (a)(2) or (e) of Rule 144 will not take, any action which would cause the sales to violate the requirements of Rule 144. 11. Seller will make all required Form 144 filings. 12. Seller will make all filings, if any, required under Section 13(d) and Section 16 of the Exchange Act. 13. This Sales Plan will be governed by and construed in accordance with the laws of the State of New Mexico and may be modified and amended only by a writing signed by the parties and the Issuer. IN WITNESS WHEREOF, the undersigned have executed this Sales Plan as of the date first above written. SELLER RAYMOND JAMES & ASSOCIATES By: - -------------------------------- -------------------------------- Leonard J. Delayo, Jr. Jeff Fordham Sr. Vice President -----END PRIVACY-ENHANCED MESSAGE-----