8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) March 2, 2009  

Heritage Oaks Bancorp

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

000-05020	77-0388249
(Commission File Number)	(IRS Employer Identification No.)

545 12th Street, Paso Robles CA	93446
(Address of Principal Executive Offices)	(Zip Code)

(805) 239-5200

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.03                      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS:

On March 2, 2009, Heritage Oaks Bancorp (“Company”) (NASDAQ: HEOP), filed a certificate of amendment to its Articles of Incorporation (the “Amendment”).  The Company’s Articles of Incorporation were amended to allow for the issuance of five million (5,000,000) shares of preferred stock.  The Amendment was approved by the Company’s board of directors as well as a majority of the Company’s shareholders.  Pursuant to the Amendment, the board of directors is authorized to designate and to fix the number of shares of any such series of preferred stock and to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

A copy of the amendment is attached to this 8-K as exhibit 3.1.

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.

Date: March 5, 2009

Heritage Oaks Bancorp
By:	/s/ Margaret A Torres
Margaret Torres
Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
(d)
3.1	Certificate of Amendment of Articles of Incorporation.

EX-3.1

Exhibit 3.01

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

HERITAGE OAKS BANCORP

The undersigned certify that:

FIRST: They are the president and the secretary, respectively of HERITAGE OAKS BANCORP, a California corporation.

SECOND: Article FOUR of the articles of incorporation is amended to read asfollows:

“IV

The corporation shall have authority to issue twenty five million (25,000,000) shares, divided into two classes, as follows:  twenty million (20,000,000) shares of common stock having no par value per share (“Common Stock”); and five million (5,000,000) shares of preferred stock, having no par value (“Preferred Stock”).

The Preferred Stock may be issued from time to time in one or more series.  The board of directors is authorized to designate and to fix the number of shares of any such series of Preferred Stock and to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock. The board of directors, within the limits stated in any resolution of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.

The corporation shall from time to time in accordance with the laws of the State of California increase the authorized amount of its Common Stock if at any time the number of shares of Common Stock remaining unissued and available for issuance shall not be sufficient to permit conversion of the Preferred Stock.”

THIRD: The foregoing amendment of Articles of Incorporation has been dulyapproved by the board of directors.

FOURTH: The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, California Corporations Code.  The total number of outstanding shares of the corporation is 7,753,078. The number of shares voting in favor of the amendment equaled or exceeded the vote required.  The percentage vote required was more than 50%.

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:  February 27, 2009

By:	/s/ Lawrence P. Ward
	Lawrence P. Ward
	President

By:	/s/ William R. Raver
	William R. Raver
	Secretary