- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
26 Oktober 2009 - 9:58PM
Edgar (US Regulatory)
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 22,
2009
WEST COAST BANCORP
(Exact name of registrant as specified in its
charter)
Oregon
|
|
0-10997
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93-0810577
|
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
|
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(IRS Employer Identification
Number)
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5335
Meadows Road, Suite 201, Lake Oswego, Oregon
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97035
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(Address of principal executive offices)
|
|
(Zip Code)
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Registrants telephone number, including area code:
(503) 684-0884
Not Applicable
(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 registrants under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
x
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial
Condition
On October 26, 2009,
West Coast Bancorp (
WCB
or the
Company
)
released preliminary
financial results for its third fiscal quarter ended September 30, 2009 as
part of its press release concerning the Investments (as defined below) and the
Order (as defined below).
The items set forth beneath the headings
West Coast Bancorp Announces Financial
Results for the Third Quarter 2009 and Financial Tables in the press release
attached
as Exhibit 99.1 hereto are
furnished hereby. The information in
this Form 8-K under Item 2.02 and the items set forth beneath the headings
West Coast Bancorp
Announces Financial Results for the Third Quarter 2009 and Financial Tables
in
Exhibit 99.1 attached hereto
shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the
Exchange Act
) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended or the Exchange Act, except as
expressly set forth by specific referencing in such filing.
Item 8.01. Other Events
On October 26, 2009, the Company announced that
it had entered into investment agreements with over 20 separate investors
(collectively, the
Investors
), pursuant to which the Investors
invested an aggregate of $155 million in cash in WCB through direct purchases
of newly issued convertible preferred stock and warrants (the
Investments
). On the same date, the Company also announced
that West Coast Bank (the
Bank
), a wholly owned banking subsidiary of
WCB, entered into a Stipulation and Consent agreeing to the issuance of an
Order to Cease and Desist (the
Order
) with the Federal Deposit
Insurance Corporation and the Oregon Division of Finance and Corporate
Securities effective October 22, 2009, addressing, among other items,
management of asset quality and increased capital for the Bank. The Company also announced that WCBs Board
had adopted a Tax Benefit Preservation Plan with Wells Fargo Bank, National
Association, as Rights Agent designed to preserve its tax assets.
The press release announcing these events is attached
hereto as Exhibit 99.1 and, except with respect to those items set forth
below the headings West Coast Bancorp Announces Financial Results for the
Third Quarter 2009 and Financial Tables, are incorporated by reference
herein.
2
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being
filed herewith:
Exhibit No.
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Description
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99.1
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Press Release dated
October 26, 2009
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3
SIGNATURE
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.
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WEST COAST BANCORP
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Date: October 26,
2009
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By:
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/s/ Richard R.
Rasmussen
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Name:
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Richard R. Rasmussen
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Title:
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Executive Vice
President, General Counsel and Secretary
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4
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
99.1
|
|
Press Release dated
October 26, 2009
|
5
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