-----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, T7gO8yZOz0LCTC8W+rcCOnBNlUS2goNI7pTifD1RxYny2ZrzbjtqdAzUZ6ZW1N+L heYmsyJ3hNjtilxvZoN2og== 0000912057-96-012572.txt : 19960619 0000912057-96-012572.hdr.sgml : 19960619 ACCESSION NUMBER: 0000912057-96-012572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960517 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960618 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000948976 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 680349947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-26552 FILM NUMBER: 96582385 BUSINESS ADDRESS: STREET 1: 1005 STAFFORD WAY STREET 2: P O BOX 1575 CITY: YUBA CITY STATE: CA ZIP: 95992 BUSINESS PHONE: 9166744444 MAIL ADDRESS: STREET 1: P O BOX 1575 STREET 2: 1005 STAFFORD WAY CITY: YUBA CITY STATE: CA ZIP: 95992 8-K 1 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) May 17, 1996 ------------ CALIFORNIA INDEPENDENT BANCORP --------------------------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 0-26552 68-0349947 - ------------------ ----------------------------------------------------- (State of (Commission File Number) (IRS Employer Incorporation) Identification No.) 1005 Stafford Way, Yuba City, California 95991 --------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code (916) 674-4444 -------------- --------------------------------------------------------------------------- (Former name or former address, if changed since last report) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS A. NASDAQ LISTING APPLICATION. -------------------------- On May 17, 1996, California Independent Bancorp (the "Company") filed a listing application with NASDAQ for inclusion of its common stock in the NASDAQ National Market. B. SHAREHOLDER APPROVAL OF THE ELIMINATION OF CUMULATIVE VOTING. ------------------------------------------------------------ On May 29, 1996, at the Company's Annual Meeting of Shareholders, a majority of the shareholders of the Company voted to approve an amendment to the Company's Articles of Incorporation to eliminate cumulative voting. Such amendment eliminates cumulative voting for directors in the event the Company becomes a "listed corporation." Under California law, a "listed corporation" is a corporation with its shares listed on either the New York Stock Exchange or the American Stock Exchange or a corporation with 800 or more shareholders whose stock trades on the NASDAQ National Market System. The Company presently has more than 800 shareholders and is waiting for approval of its application to list its common stock on the NASDAQ National Market System. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired. Not applicable. (b) Pro Forma financial information. Not applicable. (c) Exhibits. See Index to Exhibits on page 4. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CALIFORNIA INDEPENDENT BANCORP --------------------------------- (COMPANY) Date: June 14, 1996 By: ------------------------------ ----------------------------- Annette Bertolini, Senior Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS ----------------- EXHIBIT SEQUENTIALLY NUMBER EXHIBIT NUMBERED PAGE - ------ ------- ------------- 4.1 Certificate of Amendment of Articles of 5 Incorporation of California Independent Bancorp 4 CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF CALIFORNIA INDEPENDENT BANCORP The undersigned certify that: 1. They are the President and the Secretary, respectively, of California Independent Bancorp, a California corporation. 2. The Articles of Incorporation of this corporation shall be amended by adding thereto a new Article SEVEN which shall read as follows: "SEVEN: CUMULATIVE VOTING No holder of any class of stock of the corporation shall be entitled to cumulate votes at any election of directors of the corporation. This provision shall become effective only when the corporation becomes a listed corporation within the meaning of Section 301.5 of the California Corporations Code." 3. The foregoing amendment of the Articles of Incorporation has been duly approved by the Board of Directors. 4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the California Corporations Code. The total number of outstanding shares of the corporation is 1,451,278. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%. 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 29, 1996 ROBERT J. MULDER ---------------------------- -------------------------------- Rober J. Mulder, President ANNETTE DIER BERTOLINI -------------------------------- Annette Dier Bertolini, Secretary 6 -----END PRIVACY-ENHANCED MESSAGE-----