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): October 3, 2011
Bank of Commerce Holdings
| California | 0-25135 | 94-2823865 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 1901 Churn Creek Road Redding, California |
96002 | |||
| (Address of principal executive offices) |
(Zip Code) | |||
Registrant’s telephone number, including area code: (530) 772-3955
N/A
(Former Name or Former Address, if changed since last report)
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 142-12 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously disclosed in its Form 8-K filed September 28, 2011, Bank of Commerce Holdings, a California corporation (the “Company”), in connection with its participation in the Small Business Lending Fund (“SBLF”), entered into a letter agreement with the U.S. Department of Treasury dated September 27, 2011, confirming that at all times while any preferred shares issued in the SBLF (“SBLF Shares”) are outstanding, the Company will maintain a range of directors that will permit the holder(s) of the SBLF Shares to elect two directors. The current Bylaws of the Company provide for a range of directors of no less than seven and no more than thirteen members and presently there are ten members serving on the Company’s Board of Directors. Pursuant to the letter agreement with Treasury, the Company agreed to amend its Bylaws to implement these requirements.
On October 3, 2011, the Company’s Board of Directors approved amending the Company’s Bylaws in accordance with the provisions of the letter agreement to provide for an automatic increase of the authorized number of directors by two, in the event that the Company defaults on paying the dividends required under the Certificate of Determination governing the SBLF Shares, for an aggregate of six quarterly Dividend Periods (as defined in the Certificate of Determination), and the aggregate liquidation preference of the outstanding SBLF Shares is greater than or equal to $25,000,000. A copy of the amendment to the Bylaws is attached hereto as Exhibit 3.1
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 3.1 | Amendment to Bylaws | |
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.
October 4, 2011
| /s/ Samuel D. Jimenez |
| By: Samuel D. Jimenez |
| Executive Vice President and |
| Chief Financial Officer |
Exhibit 3.1
Amendment to Bylaws
At a meeting of the Board of Directors of Bank of Commerce Holdings, the following amendment to the Bylaws was approved:
ARTICLE III
Board of Directors
Section 2. Number and Qualification of Directors
The second paragraph of Section 2 is hereby amended by adding the following sentence to the end thereto:
“Notwithstanding anything in these bylaws to the contrary, for so long as Bank of Commerce Holdings’ Senior Non-Cumulative Perpetual Preferred Stock, Series B (the “Designated Preferred Stock”) is outstanding, (i) whenever, at any time or times, (a) dividends on the shares of Designated Preferred Stock have not been declared and paid in full within five (5) Business Days after each Dividend Payment Date (as defined in the Certificate of Determination of the Designated Preferred Stock, hereinafter the “Certificate of Determination”) for an aggregate of six (6) quarterly Dividend Periods (as defined in the Certificate of Determination) or more, whether or not consecutive and (b) the aggregate liquidation preference of the then outstanding shares of Designated Preferred Stock is greater than or equal to $25,000,000, the authorized number of directors shall automatically be increased by two (but shall in no event be increased to a number of directors that is greater than the maximum number of directors set forth in Article III, Section 2 of these bylaws); and (ii) this sentence may not be modified, amended or repealed by the corporation’s board of directors (or any committee thereof) or without the affirmative vote and approval of (x) the shareholders and (y) the holders of at least a majority of the shares of Designated Preferred Stock outstanding at the time of such vote and approval.”