Exhibit 3(a)
Restated Articles of Incorporation, as Amended
of
FIRST FINANCIAL BANCORP
A California Corporation
(as amended through June 15, 2001)
ONE: The name of the Corporation shall be:
FIRST FINANCIAL BANCORP
TWO: The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust company
business or the practice of a profession permitted to be incorporated by the
California Corporations Code.
THREE: The Corporation is authorized to issue two (2) classes
of shares to be designated respectively common and preferred. The number of
common shares authorized is Nine Million (9,000,000). Each outstanding share of
common stock is split and converted into two (2) shares of common stock. The
number of preferred shares authorized is One Million (1,000,000). The preferred
shares may be issued in one or more shares series. The Board of Directors is
authorized to fix the number of any such series. The Board of Directors is
further authorized to determine or alter the rights, preferences, privileges,
and restrictions granted to or imposed upon any wholly unissued series of
preferred shares and, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, to increase or decrease (but not below the
number of shares of such series then outstanding) the number of shares of any
such series subsequent to the issuance of shares of that series.
Series A Junior Participating Preferred Stock:
Paragraph 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be 1,000,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved
for issuance upon the exercise of outstanding options, rights or warrants or
upon the conversion of any outstanding securities issued by the Corporation
convertible into Series A Preferred Stock.
Paragraph 2. Dividends and Distributions.
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(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of Common Stock, no par
value (the "Common Stock"), of the Corporation, and of any other junior stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, dividends payable in cash (each
payment date determined by the Board of Directors being referred to herein as a
"Dividend Payment Date"), commencing on the first Dividend Payment Date after
the first issuance of a share or fraction of a share of Series A Preferred
Stock, in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate per share amount of all
cash dividends, and 100 times the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions, other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of the
Common Stock (by reclassification or otherwise), declared on the Common Stock
since the immediately preceding Dividend Payment Date or, with respect to the
first Dividend Payment Date, since the first issuance of any share or fraction
of a share of Series A Preferred Stock. In the event the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
(B) The Corporation shall declare a dividend or distribution
on the Series A Preferred Stock as provided in paragraph (A) of this Paragraph 2
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock).
(C) The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive payment of a dividend or distribution declared thereon, which record
date shall be not more than 60 days prior to the date fixed for the payment
thereof.
Paragraph 3. Voting Rights. The holders of shares of Series
A Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set
forth, each share of Series A Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such an event shall
be adjusted by multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other
Certificate of Amendment to the Articles of Incorporation or Certificate of
Determination creating a series of Preferred Stock or any similar stock, or by
law, the holders of shares of Series A Preferred Stock and the holders of shares
of
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Common Stock and any other capital stock of the Corporation having general
voting rights shall vote together as one class on all matters submitted to a
vote of shareholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
Paragraph 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Paragraph 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except
dividends paid ratably on the Series A Preferred Stock and all
such parity stock on which dividends are payable or in arrears
in proportion to the total amounts to which the holders of all
such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to
the Series A Preferred Stock, provided that the Corporation
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Corporation ranking junior (either as to dividends or
upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any
shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board
of Directors) to all holders of such shares upon such terms as
the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and
preferences of the respective series and classes, shall
determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Paragraph 4, purchase or otherwise acquire such shares at such time and in
such manner except in connection with funding of any employee benefit plan of
the Corporation or any such subsidiary.
Paragraph 5. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject
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to the conditions and restrictions on issuance set forth herein, in the Articles
of Incorporation, or in any other Certificate of Amendment to the Articles of
Incorporation or Certificate of Determination creating a series of Preferred
Stock or any similar stock or as otherwise required by law.
Paragraph 6. Liquidation, Dissolution or Winding Up. Upon any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the holders of shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received a minimum of $100.00 per share, plus an
amount equal to accrued and unpaid dividends and distributions thereon, to the
date of such payment, provided that the holders of shares of Series A Preferred
Stock shall be entitled to receive an aggregate amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of shares of Common Stock, or (2)
to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.
Paragraph 7. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any such
case each share of Series A Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock into a greater or lesser number of shares of Common Stock), then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Preferred Stock shall be adjusted
by multiplying such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Paragraph 8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.
Paragraph 9. Rank. The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets, junior
to all other series of the Corporation's Preferred Stock.
Paragraph 10. Amendment. The Articles of Incorporation shall
not be amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Preferred Stock so as to affect
them adversely without, in addition to any other vote of shareholders
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required by law, the affirmative vote of the holders of at least a majority of
the outstanding shares of Series A Preferred Stock, voting together as a single
class.
Paragraph 11. Fractional Shares. The Series A Preferred Stock
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of the Series A Preferred Stock.
FOUR: Elections shall be by written ballot.
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FIVE: The affirmative vote of the holders of not less than
two-thirds (2/3) of the total voting power of all outstanding shares of voting
stock of this Corporation shall be required for the approval of any proposal (1)
that this Corporation merge or consolidate with any other corporation if such
other corporation and its affiliates singly or in the aggregate are directly or
indirectly the beneficial owners of more than ten percent (10%) of the total
voting power of all outstanding shares of the voting stock of this Corporation
(such other corporation being herein referred to as a "Related Corporation"), or
(2) that this Corporation sell or exchange all or substantially all of its
assets or business to or with such Related Corporation, or (3) that this
Corporation issue or deliver any stock or other securities of its issue in
exchange or payment for any properties or assets of such Related Corporation or
securities issued by such Related Corporation, or in a merger of any affiliate
of this Corporation with or into such Related Corporation or any of its
affiliates, if to effect such transaction the approval of shareholders of this
Corporation is required by law; provided, however, that the foregoing shall not
apply to any such merger, consolidation, sale or exchange, or issuance or
delivery of stock or other securities which was (i) approved by resolution of
the Board of Directors adopted by the affirmative vote of not less than
seventy-five percent (75%) of the then authorized number of directors, or (ii)
approved by resolution of the Board of Directors prior to the acquisition of the
beneficial ownership of more than ten percent (10%) of the total voting power of
all outstanding shares of the voting stock of this Corporation by such Related
Corporation and its affiliates, nor shall it apply to any such transaction
solely between this Corporation and another corporation fifty percent (50%) or
more of the voting stock of which is owned by this Corporation. For the purposes
hereof, an "affiliate" is any person (including a corporation, partnership,
trust, estate or individual) who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified; "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
person, whether through the ownership of voting securities, by contract, or
otherwise; and in computing the percentage of outstanding voting stock
beneficially owned by any person the shares outstanding and the shares owned
shall be determined as of the record date fixed to determine the shareholders
entitled to vote or express consent with respect to such proposal. The
shareholder vote, if any, required for mergers, consolidations, sales or
exchanges of assets or issuances of stock or other securities not expressly
provided for in this Article, shall be such as may be required by applicable
law.
SIX: No action shall be taken by the shareholders except at
an annual or special meeting of shareholders.
SEVEN: A bylaw specifying or changing the fixed number of
directors or the maximum or minimum number of directors or changing from a fixed
to a variable board or vice versa shall not be made, repealed, altered, amended
or rescinded except by the vote of the holders of not less than two-thirds (2/3)
of the total voting power of all outstanding shares of voting stock of the
Corporation.
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EIGHT: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in these Articles of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred on
shareholders herein are granted subject to this reservation. Notwithstanding the
foregoing, the provisions set forth in Articles Four, Five, Six, Seven and this
Article Eight may not be repealed or amended in any respect unless such repeal
or amendment is approved by the affirmative vote of the holders of not less than
two thirds (2/3) of the total voting power of all outstanding shares of voting
stock of this Corporation.
NINE: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent permissible under
California law.
TEN: The corporation is authorized to provide indemnification
of agents (as defined in Section 317 of the Corporations Code) for breach of
duty to the corporation and its stockholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the Corporations Code, subject to the limits on such
express indemnification set forth in Section 204 of the Corporations Code.
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