SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 19, 2002
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CALIFORNIA INDEPENDENT BANCORP
(Exact Name of Registrant as Specified in Charter)
California 0-26552 68-0349947
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
1227 Bridge St., Suite C 95991
Yuba City, CA (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (530) 674-6000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure
On November 19, 2002, California Independent Bancorp's (the "Company's")
Board of Directors adopted a Shareholder Rights Agreement that was entered into
on November 25, 2002.
Under the Shareholder Rights Agreement, each shareholder of record on
December 2, 2002 was granted, as a non-taxable dividend, one Right for each
share of common stock owned. If a person or group acquires 15% or more of our
outstanding common stock without approval of our Board of Directors, within ten
(10) days of such acquisition, the Right will be exercisable. Such a person or
group of persons is called an "Acquiring Person." If there is an Acquiring
Person, all shareholders other than the Acquiring Person, may purchase from us
upon exercise of a Right $160 worth of shares of common stock at an exercise
price of $80. The Rights are not exercisable unless and until there is an
Acquiring Person. Initially, no Rights Certificates will be issued and the
Rights will trade with our common stock. Only after any person or group becomes
an Acquiring Person, separate Rights Certificates will be mailed to shareholders
of record of the common stock. After that time, Rights Certificates alone will
evidence the Rights, and the Rights may be traded and transferred independently.
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 us after
the Rights have become exercisable. In the alternative, we may issue one share
of common stock in exchange for each Right. Until exercised, a Right has no
voting or other shareholder rights. The Rights will expire on November 24, 2012.
The Board may unilaterally terminate the Rights at any time before a person
becomes an Acquiring Person. The foregoing description is only a summary and is
qualified in its entirety by reference to the Shareholder Rights Agreement that
is attached hereto as an exhibit.
In addition, on November 19, 2002, our Board of Director amended the
Company's Bylaws to eliminate shareholder action by written consent and to
expand the notice period if a shareholder wishes to nominate a person to the
Board. A copy of the Company's Amended and Restated Bylaws are attached hereto
as an exhibit.
Item 7. Financial Statements and Exhibits
Number Exhibits
3.3 Amended and Restated Bylaws adopted on November 19, 2002
4.1 Shareholder Rights Agreement
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: December 7, 2002 By: /S/ KEVIN R. WATSON
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Name: Kevin R. Watson
Title: Chief Financial Officer/Corporate
Secretary (Principal Financial
and Accounting Officer)