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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOOTHILL INDEPENDENT BANCORP
(Exact name of registrant as specified in its charter)
California 95-3815805
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
510 South Grand Avenue, Glendora, CA 91741
(Address of principal executive offices) (Zip Code)
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
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase
Common Stock
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
On February 25, 1997 (the "Rights Dividend Declaration Date"), the
Board of Directors of Foothill Independent Bancorp (the "Company") declared a
dividend of one right (a "Right") to purchase one share of the Company's common
stock (the "Common Stock") and, under certain circumstances, other securities,
for each outstanding share of the Company's common stock, to be distributed to
shareholders of record at the close of business on March 18, 1997 (the "Record
Date"). The terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") dated as of February 25, 1997 between the Company and ChaseMellon
Shareholder Services, L.L.C.
The following is a brief description of the Rights. It is intended to
provide a general description only and is qualified in its entirety by reference
to the Rights Agreement which has been filed as an exhibit to this Registration
Statement on Form 8-A. Reference is made to Section L of this Summary of Terms
for definitions of certain terms that are used in the Rights Plan and in this
Summary.
A. Issuance of the Rights.
Each share of Common Stock outstanding at the close of business on the
Record Date (of which the total is approximately 4,528,000 shares) will receive
one Right. One additional Right (as such number may be adjusted pursuant to the
provisions of the Rights Agreement) shall be issued with each share of Common
Stock issued after the Record Date and prior to the earliest of (i) the
Distribution Date, (ii) consummation of a Section 13 Event, or (iii) the
Expiration Date (as each such term is defined below); except that, following the
Distribution Date and prior to the Expiration Date, the Company will issue one
Right (as such number may be adjusted pursuant to the provisions of the Rights
Agreement) for each share of Common Stock issued (x) pursuant to the exercise of
stock options under any employee stock option or other employee benefit plan
providing for the issuance of shares of Common Stock by the Company to
participants in such plan, or (y) on the exercise, conversion or exchange of
securities (other than the Rights or securities that are issued or issuable on
exercise of the Rights) that are issued by the Company prior to the Distribution
Date and are or become convertible or exercisable into or exchangeable for
shares of Common Stock of the Company prior to the Expiration Date ("Convertible
Securities").
B. Common Stock Certificates Represent the Rights Prior to the
Distribution Date.
Prior to the Distribution Date, no separate Rights certificates will be
issued. Instead, the Rights (i) will be evidenced by the certificates
representing the outstanding shares of Common Stock of the Company, and (ii)
will not be separately transferable, but will be transferred with and only with
such Common Stock certificates if and when they are transferred. Accordingly,
prior to the Distribution Date, if any, the surrender for transfer of any
certificate for Common Stock outstanding also will constitute the transfer of
the Rights associated with the Common Stock represented by such certificate. New
Common Stock certificates issued after the March 18, 1997 Record Date will
contain a legend incorporating the Rights Agreement by reference.
C. Distribution Date; Issuance of Rights Certificates.
The Rights will separate from the Common Stock and become exercisable
on the Distribution Date, which shall be the earlier of (i) ten (10) days after
the first date of public announcement that a person or group of affiliated or
associated persons (an "Acquiring Person") has acquired beneficial ownership of
15% or more of the outstanding shares of Common Stock of the Company (the "Stock
Acquisition Date"), or (ii) ten (10) business days after commencement of a
tender or exchange offer by any person or group of affiliated or associated
persons, if upon consummation thereof, such person or group would be the
beneficial owner of 15% or more of the shares of Common Stock of the Company
then outstanding (irrespective of whether
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any shares are purchased or acquired in such tender or exchange offer). As
soon as practicable after the Distribution Date, Rights certificates will be
mailed to the persons that were holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, the separate Rights
certificates alone will represent the Rights.
D. Exercise of the Rights.
1. Rights Initially Not Exercisable. Prior to the
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Distribution Date, the Rights are not exercisable.
2. Exercise of the Rights to Purchase Common Stock of the
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Company (a "Flip-In"). If either of the following events (each, a
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"Section 11(a)(ii) Event" or a"Flip-In Event") occurs:
(a) Any person, group of persons or any entity becomes
an Acquiring Person by acquiring either individually, or
together with its affiliates or associates, 15% or more of the
Company's Common Stock, or
(b) during such time as there is an Acquiring Person,
there shall be any reclassification of securities (including
any reverse stock split), or recapitalization of the Company,
or any merger or consolidation of the Company with any of its
Subsidiaries or any other transaction or series of
transactions involving the Company or any of its Subsidiaries,
other than a transaction or transactions to which the
provisions of Section 13(a) apply (whether or not with or
into or otherwise involving an Acquiring Person) which has the
effect, directly or indirectly, of increasing by more than 1%
the proportionate share of the outstanding shares of any class
of equity securities of the Company or any of its Subsidiaries
which is directly or indirectly beneficially owned by any
Acquiring Person or any Associate or Affiliate of any
Acquiring Person,
then, on the exercise of any Right by any holder (other than a holder
that is an Acquiring Person or an affiliate or associate thereof), at
any time after the Company's Right of Redemption (as described below)
has expired and prior to the Expiration Date, the holder would be
entitled to receive, on payment of the then Exercise Price (which
initially will be $48.00 per Right), a number of newly issued shares of
Common Stock of the Company with an aggregate market value as of the
date of the occurrence of the Section 11(a)(ii) Event of two (2) times
the Exercise Price of the Right. For example, if the Company's Common
Stock was trading at $12.00 per share at the time of the occurrence of
the Section 11(a)(ii) Event (and assuming there had been no adjustments
to the initial Exercise Price of $48.00), each Right would entitle its
holder (other than the Acquiring Person and its affiliates and
associates) to purchase eight (8) shares of Common Stock of the
Company, with an aggregate market value of $96.00 as of the date of the
occurrence of the Section 11(a)(ii) Event, for the Exercise Price of
$48.00, or $6.00 per share. Rights held by the Acquiring Person or any
of its affiliates or associates will become null and void on the
occurrence of a Section 11(a)(ii) Event and, as a result, such Rights
(hereinafter, "Voided Rights") would not be exercisable by any of them
or by any of their respective transferees. If the Company does not have
sufficient number of shares of Common Shares available for all of the
Rights to be exercised, the Company may substitute for all or any of
the shares of Common Stock that would be issuable upon exercise of the
Rights, cash, assets, or other securities having the same aggregate
value as such shares of Common Stock.
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3. Exercise of the Rights to Purchase Common Stock of An
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Acquiring Company (a "Flip-Over"). If, following the Distribution Date,
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any of the following events (each, a "Section 13 Event" or a "Flip-Over
Event") occurs:
(a) The Company is merged or consolidated with another
company in a business combination transaction in which the
Company is not the surviving corporation, or
(b) The Company is merged or consolidated with another
company in a business combination transaction in which the
Company is the surviving corporation and all or part of the
Common Stock of the Company is exchanged for stock or other
securities of any other person, or for cash or any other
property, or a combination of any of the foregoing, or
(c) Any commercial bank that is a subsidiary of the
Company ( a "Subsidiary bank") is merged with and into or
consolidated with another company or business entity or
another company or business entity is merged with and into or
consolidated with a Subsidiary bank, or
(d) More than 50% of the assets or earning power of
the Company and its subsidiaries (taken as a whole) is sold or
transferred to another person or entity,
then, subject to the exception described below in this Section 3, each
holder of a Right (except for the holders or transferees of Voided
Rights) will become entitled thereafter to exercise the Right to
purchase, for the Exercise Price, a number of shares of common stock of
the acquiring or surviving company in any such transaction having a
value equal to two (2) times the Exercise Price of the Right. For
example, if a Section 13 Event has occurred (and assuming there has
been no adjustment in the initial Exercise Price of $48.00), each
holder of a Right (other than the holder of a Voided Right) would be
entitled to purchase $96.00 worth of newly issued shares of the
acquiring or surviving company (or its ultimate parent), based on the
market price of such shares on the date of the occurrence of the
Section 13 Event, for a purchase price of $48.00. A merger or
consolidation transaction of the type described in Paragraphs (a), (b)
or (c) of this Subsection 3 shall not constitute a Section 13 Event,
provided that (i) such transaction is consummated with a person who
acquired Common Stock pursuant to a Permitted Offer (or a wholly-owned
subsidiary of any such Person); (ii) the price per share of Common
Stock offered in such transaction is not less than the price per share
of Common Stock paid to all holders of Common Stock whose shares were
purchased pursuant to such Permitted Offer; and (iii) the form of
consideration being offered to the remaining holders of Common Stock
pursuant to such transaction is the same form as the form of
consideration paid pursuant to such Permitted Offer. Upon consummation
of any such transaction that meets the foregoing criteria, all of the
Rights will expire.
E. Adjustment of Number of Rights, Purchase Price and Number of Shares of
Common Stock.
The Exercise Price payable and/or the number of shares of Common Stock
or other securities or property issuable upon exercise of the Rights are subject
to proportionate adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or reclassification
of, the Common Stock, (ii) in the event all holders of the Common Stock are
granted certain rights or warrants to subscribe for Common Stock or convertible
securities at less than the current market price of the Common Stock, or (iii)
upon the distribution to holders of the Common Stock of evidences of
indebtedness or assets (excluding regular cash dividends) or of subscription
rights or warrants (other than those referred to above).
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F. Fractional Rights and Fractional Shares.
The Company is generally not required to issue fractional Rights or
fractional Shares of Common Stock and, in lieu thereof, an adjustment in cash
will be made based on the market price of the Rights or of the Common Stock (as
the case may be).
G. Redemption of the Rights.
In general, the Company may redeem all (but not less than all) of the
Rights at a price of $0.001 per Right (subject to adjustment to reflect stock
splits, stock dividends, or similar transactions) (the "Right of Redemption"),
at any time until the tenth (10th) day following the Stock Acquisition Date.
This redemption period may be extended by the Board of Directors (with the
concurrence of a majority of the Continuing Directors) by amending the Rights
Agreement, as described in Section I below, prior to the time when the Rights
become nonredeemable. The redemption price of $0.001 per Right may be paid in
cash, shares of Common Stock or any other consideration the Board of Directors
deems appropriate. Immediately upon the action of the Board of Directors
ordering a redemption of the Rights, the Rights will terminate and the only
right that the holders of Rights will thereafter have will be to receive the
redemption price.
H. Exchange of the Rights.
At any time after the Stock Acquisition Date and before any person or
group acquires 50% or more of the outstanding Common Stock, the Company may, if
approved by majority vote of the Board of Directors and also by majority vote of
the Continuing Directors, exchange some or all of the outstanding and
exercisable Rights for shares of Common Stock at a one-to-one exchange ratio
(appropriately adjusted to reflect stock splits, dividends or similar
transactions). After the Board orders the exchange of any or all of the Rights,
the Rights to be exchanged may not be exercised thereafter. If the authorized
and unissued shares of Common Stock are not sufficient to permit all of the then
outstanding Rights (other than Voided Rights) to be exchanged, the Board, by
majority vote, may effectuate the exchange with other consideration, including
issuance of debt and/or equity securities. In addition, if approved by majority
vote of the Board at any time before any person or group becomes an Acquiring
Person, the Company may exchange some or all of the Rights for other rights of
substantially equivalent value.
I. Amendments.
Other than those provisions relating to the redemption price or the
final Expiration Date of the Rights, any of the provisions of the Rights
Agreement may be supplemented or amended (including in a manner that may be
adverse to the holders of the Rights) by action of the Board of Directors of the
Company, taken without approval of the holders of the Rights holders (including
those affected by the supplement or amendment), prior to the Distribution Date.
After the Distribution Date, any provisions of the Rights Agreement (other than
those provisions relating to the redemption price and the Final Expiration Date
of the Rights) may be amended by the Board of Directors in order to (i) cure any
ambiguous, defective or inconsistent provision, (ii) shorten or lengthen any
time period, or (iii) otherwise change a provision which the Board of Directors
may deem necessary or desirable and which does not materially and adversely
affect the interests of holders of Rights (other than any Acquiring Person or
such Person's affiliates or associates); provided, the Rights Agreement may not
be amended to (x) make the Rights again redeemable after the Rights have ceased
to be redeemable, or (y) change any other time period unless such change is for
the purpose of protecting, enhancing or clarifying the rights of, and/or the
benefits to, the holders of the Rights (other than by any Acquiring Person and
its affiliates).
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J. No Shareholder Rights Prior to Exercise.
Until a Right is exercised, a holder thereof, by reason of its
ownership of a Right, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive dividends.
K. Anti-Takeover Effects.
The Rights are designed to protect and maximize the value of the
shareholders' interests in the Company in the event of an unsolicited takeover
attempt in a manner or on terms not approved by the Board of Directors. Takeover
attempts frequently include abusive tactics to deprive the Board of Directors
and shareholders of any real opportunity to determine the destiny of the
Company. The Rights have been declared by the Board in order to deter such
tactics, including a gradual accumulation in the open market of 15% or more of
the outstanding shares of Common Stock of the Company, followed by a merger or a
partial or two-tier tender offer that does not treat all shareholders equally.
These tactics can unfairly pressure shareholders, cash them out of their
investment without giving them any real choice and deprive them of the full
value of their shares.
The Rights are not intended to prevent a takeover of the Company and
will not do so. As described in Section G above, the rights may be redeemed by
the Company and, accordingly, the Rights should not interfere with any merger or
business combination approved by the Board of Directors.
Issuance of the Rights does not weaken the Company or interfere with
its business plans. The issuance of the Rights, alone, has no dilutive effect,
will not affect reported earnings per share, should not be taxable to the
Company or to its shareholders, and will not change the way in which the
Company's shares are presently traded. The Company's Board of Directors believes
that the Rights represent a sound and reasonable means of addressing the complex
issues of corporate policy created by the current takeover environment.
However, the Rights may have the effect of rendering more difficult or
discouraging an acquisition of the Company deemed undesirable by the Board of
Directors. The Rights may cause substantial dilution to a person or group that
attempts to acquire the Company on acquisition terms or in a manner not approved
by the Company's Board of Directors.
L. Certain Definitions.
The following terms, as used in this Summary and in the Rights
Agreement, have the following meanings:
"Acquiring Person" means, subject to certain limited
exceptions set forth in the Rights Agreement, any person or entity, or
group of persons or entities, which together with their affiliates or
associates own beneficially 15% or more or the shares of Common Stock
of the Company;
"Continuing Director" means any member of the Board of
Directors of the Company while such Person is a member of the Board,
provided that such member of the Board (i) is not an Acquiring Person
(as defined above), or an Affiliate or Associate of an Acquiring
Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, and (ii) either was a member of the Board prior
to the date of the Rights Agreement or became a member of the Board
after the date of the Rights Agreement as a result of having been
nominated for election to, or having been elected to serve on, the
Board of Directors by vote or written consent of a majority of the then
Continuing Directors.
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"Expiration Date" means the earliest of (i) February 25,
2007; (ii) the date of redemption of the Rights; (iii) the date the
Board orders an exchange of the Rights (as described in Section H
above); or (iv) the date of consummation of a merger or acquisition
transaction involving the Company that is approved in advance by the
Board of Directors (including a majority of the Continuing Directors).
"Permitted Offer" means a tender offer for all outstanding
Common Stock made in the manner prescribed by Section 14(d) of the
Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder; provided, however, that such tender offer
occurs at a time when Continuing Directors are in office and a majority
of the Continuing Directors then in office has determined that the
offer is both adequate and otherwise in the best interests of the
Company and its shareholders (taking into account all factors that such
Continuing Directors deem relevant, including, without limitation,
prices that could reasonably be achieved if the Company or its assets
were sold on an orderly basis designed to realize maximum value).
Item 2. Exhibit.
The Shareholder Rights Agreement, dated as of February 25, 1997,
between Foothill Independent Bancorp and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, which includes as Exhibit A thereto the Form of Rights
Certificate to be distributed to holders of Rights after the Distribution Date
(as that term is defined in the Rights Agreement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Dated: February 27, 1997 FOOTHILL INDEPENDENT BANCORP
By: /s/ GEORGE E. LANGLEY
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George E. Langley
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page No.
1 Rights Agreement, dated as of February 25, 1997,
between Foothill Independent Bancorp and ChaseMellon
Shareholder Services, L.L.C., which includes as
Exhibit A thereto the Form of Rights Certificate and
as Exhibit B thereto a Summary of Terms of
Shareholder Rights Plan.