-----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, GQrMOx4pVCIUgJMcpZ3eksBAtB4hm/4myg+AI8oDS47+Twiayhd37VQmBy2YVmcY NkDd4gsNpDvcVj3unr87Vg== 0001047469-02-003917.txt : 20021121 0001047469-02-003917.hdr.sgml : 20021121 20021121132522 ACCESSION NUMBER: 0001047469-02-003917 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021120 ITEM INFORMATION: FILED AS OF DATE: 20021121 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: 02835843 BUSINESS ADDRESS: STREET 1: 1227 BRIDGE STREET STREET 2: SUITE C 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 a2094477z8-k.htm 8-K

 

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): November 20, 2002

 


 

CALIFORNIA INDEPENDENT BANCORP
(Exact Name of Registrant as Specified in Charter)

 

California
 (State or Other Jurisdiction of Incorporation)

 

0-26552
(Commission File Number)

 

68-0349947
(IRS Employer
Identification No.)

 

 

 

 

1227 Bridge St., Suite C

Yuba City, CA
(Address of Principal Executive Offices)

 

95991
(Zip Code)

 

Registrant's telephone number, including area code: (530) 674-6025

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

 



 

Item 9 Regulation FD Disclosure

                On November 20, 2002, California Independent Bancorp (“CIB”) issued a press release announcing that its Board of Directors adopted a Shareholder Rights Plan.  A copy of the press release is attached 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 hereunto duly authorized.

 

 

 

 

CALIFORNIA INDEPENDENT BANCORP

 

 

 

 Date: November 20, 2002

 

By:

/s/ KEVIN R. WATSON

 

 

 

Name:

Kevin R. Watson

 

 

 

Title:

Chief Financial Officer/Corporate Secretary
(Principal Financial and Accounting Officer)

 

 

 

 




EX-99.1 3 a2094477zex-99_1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

November 20, 2002

 

For Immediate Release

 

Contact: John Jelavich

 

 

(530) 674-6025

 

 

California Independent Bancorp Adopts Shareholder Rights Plan

 

YUBA CITY, Calif., November 20, 2002 /PRNewswire/—California Independent Bancorp (NASDAQ: CIBN—News) today announced that its Board of Directors has adopted a Shareholder Rights Plan after careful consideration of its long term business strategy.  Under the Rights Plan, Rights will be distributed as a dividend at the rate of one Right for each share of CIBN Common Stock held by shareholders of record as of the close of business on December 2, 2002.  Upon the happening of certain triggering events, each Right will entitle the holder of the Right, except a person or group who has acquired 15 percent or more of CIBN Common Stock, to acquire additional shares of CIBN Common Stock having a market value at the time of exercise equal to $160 for a purchase price of $80.  For example, if CIBN shares of Common Stock are trading at $20 per share, then each holder of a Right, if and when they become exercisable, would be entitled to purchase eight shares of CIBN Common Stock at a purchase price of $10 per share, or a 50% discount to the market price for a share of CIBN Common Stock.  Under certain other conditions, the Rights may entitle the holder to purchase the same value of securities in a company who has acquired control of the Company after the Rights have become exercisable.

 

Shareholder Rights Plans are commonly used to deter abusive takeover tactics by hostile bidders offering inadequate consideration for a controlling block of voting shares or two tiered structures where cash premiums are paid to some, but not all, of a company’s shareholders.  Shareholder Rights Plans, like the plan adopted by the Company’s Board of Directors, is designed to encourage all persons and groups interested in acquiring the Company to engage in negotiations directly with the Company’s Board of Directors where each offer may be considered in light of the Company’s long term business and corporate plans consistent with the Board of Directors fiduciary duties to the Company and its shareholders.  By encouraging direct negotiations with the Company’s Board of Directors, inadequate offers and other abusive tactics aimed at the Company’s shareholders are more likely to be avoided.

 

The Rights will be distributed as a non-taxable dividend on all shares of CIBN Common Stock held as of the record date and will expire ten years from the date of adoption of the Rights Plan. The Rights will be exercisable only if, and only after ten days from when, a person or group acquires 15 percent or more of CIBN’s Common Stock without direct negotiation with the Company’s Board of Directors who must amend the plan to permit any person or group to acquire 15 percent or more of CIBN’s Common Stock.

 



 

 

 

 

The Rights will trade with CIBN’s Common Stock and will not be exercisable unless and until ten days after a person or group acquires 15 percent or more of CIBN’s Common Stock.  The Company’s Board of Directors may terminate the Rights Plan and the Rights prior to that time without the consent of, or compensation to, the holders of the Rights.  Additional details regarding the Rights Plan will be outlined in a written summary to be mailed to all shareholders following the record date, and a copy of the Rights Plan will be filed shortly with the Securities and Exchange Commission.

 

California Independent Bancorp, through its subsidiary Feather River State Bank, engages in a broad range of financial service activities.  Its primary market is in the Sacramento Valley, with nine branches in Yuba City, Arbuckle, Colusa, Marysville, Wheatland, Woodland, Lincoln, and Roseville, California serving Sutter, Yuba, Colusa, Yolo, and Placer counties.

 

 

 




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