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):
April 26, 2005
WEST COAST BANCORP
(Exact name of registrant as specified in charter)
Oregon
(State or other jurisdiction of incorporation)
0-10997
(SEC File Number)
93-0810577
(IRS Employer Identification No.)
5335 Meadows Road, Suite 201
Lake Oswego, Oregon 97035
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 684-0884
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Director Compensation
At a meeting of the Board of Directors (the "Board") of West Coast Bancorp (the
"Company") held on April 26, 2005, the Board established cash compensation to be
paid to the Chairman of the Board and the Chairman of the Audit & Compliance
Committee (the "Audit Committee") at $38,000 and $32,000 per year, respectively.
In addition, the Board raised the amount to be paid each director for attendance
at Board or committee meetings to $300 per meeting. Fees payable to non-employee
directors other than the Chairman of the Board and Chairman of the Audit
Committee were unchanged as follows: $26,000 per year for all other committee
chairs and $20,000 for all other non-employee directors.
Also, at the same meeting, the Board approved awards under the Company's 2002
Stock Incentive Plan (the "2002 Plan") to each non-employee director in office
immediately upon the conclusion of the 2005 annual shareholders meeting, as
follows: (1) a fully vested option to purchase 2,050 shares of the Company's
common stock at an exercise price of $20.64 per share (the fair market value on
the date of grant); and (2) 700 shares of restricted common stock, subject to
vesting in a single installment on April 26, 2006.
Approval of Grants to Executives under the 2002 Stock Incentive Plan
At a meeting of the Compensation & Personnel Committee (the "Compensation
Committee") of the Board held on April 26, 2005, the Compensation Committee
approved awards of stock options under the 2002 Plan as follows:
Recipient No. of Option Shares
--------- --------------------
Robert D. Sznewajs 29,100
President and Chief Executive Officer
Anders Giltvedt 9,000
Executive Vice President and Chief Financial Officer
Xandra McKeown 5,000
Executive Vice President/Business Banking
David Prysock 5,000
Executive Vice President and Chief Credit Officer
James D. Bygland 2,500
Executive Vice President and Chief Information Officer
Each option has a term of 10 years, an exercise price of $20.64 per share (the
fair market value on the date of grant), and a vesting schedule that provides
for vesting of one-half of the option immediately and additional vesting in
three installments of one-sixth of the full option amount each on the second,
third and fourth anniversaries of the date of grant. Each of these awards was
made pursuant to the form of award agreement for options granted under the 2002
Plan previously filed with the Securities and Exchange Commission (the
"Commission").
At that same meeting, the Compensation Committee approved awards of restricted
stock under the 2002 Plan as follows:
Recipient No. of Restricted Shares
--------- ------------------------
Mr. Sznewajs 12,450
Mr. Giltvedt 4,350
Ms. McKeown 2,100
Mr. Prysock 2,100
Mr. Bygland 1,100
Restricted stock vests as to one quarter of total restricted shares on each
anniversary of the grant date until fully vested. Each award was made pursuant
to the form of award agreement for restricted stock granted under the 2002 Plan
previously filed with the Commission.
Additional Information
The information set forth above should be read in conjunction with the
information set forth under the captions "Executive Compensation" and "Meetings
and Committees of the Board of Directors -- Compensation of Directors" in the
Company's Proxy Statement relating to its 2005 Annual Meeting of Shareholders,
which is available at the Company's website at www.wcb.com and the Securities
and Exchange Commission's website at www.sec.gov.
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 thereunto duly authorized.
WEST COAST BANCORP
Dated: May 2, 2005 By: /s/ Richard R. Rasmussen
-----------------------------------------
Richard R. Rasmussen
Executive Vice President, General Counsel
and Secretary