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
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0-10997
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93-0810577
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(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)
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(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 1.01. Entry into Material Definitive Agreement
The Investments
On October 23, 2009, West Coast Bancorp (the
Company
)
entered into investment agreements (the
Investment Agreements
) with over
20 separate investors (collectively, the
Investors
), pursuant to which
the Investors invested an aggregate of $155 million in cash in the Company
through direct purchases of newly issued convertible preferred stock and
warrants (the
Investments
). No Investor will own more than 9.9% of the Companys
voting securities (or securities that convert into voting securities in the
hands of such Investor), as calculated under the applicable regulations of the
Board of Governors of the Federal Reserve System (the
Federal Reserve Board
).
As part of the Investments, the Company issued:
·
an aggregate of 1,428,849 shares of Series A
Mandatorily Convertible Cumulative Participating Preferred Stock, no par value,
of the Company (the
Series A Preferred Stock
), which will automatically
convert into an aggregate of 71,442,450 shares of common stock, no par value,
of the Company (the
Common Stock
) at a per common share conversion
price of $2.00 upon receipt of the Shareholder Approvals (as defined below), in
each case subject to adjustment in accordance with the terms of the Series A
Preferred Stock,
·
an aggregate of 121,328 shares of Series B
Mandatorily Convertible Cumulative Participating Preferred Stock, no par value,
of the Company (the
Series B Preferred Stock
, together with the Series A
Preferred Stock, the
Preferred Stock
), which will automatically
convert into an aggregate of 6,066,400 shares of Common Stock at a per common
share conversion price of $2.00 upon receipt of the Shareholder Approvals and
the transfer of the Series B Preferred Stock to third parties in a widely
dispersed offering, in each case subject to adjustment in accordance with the
terms of the Series B Preferred Stock,
·
warrants to purchase an aggregate of
240,000 shares of Series B Preferred Stock, no par value, of the Company
at an exercise price of $100.00 per share (the
Class C Warrant
), mandatorily
convertible into an aggregate of 12 million shares of Common Stock as described
above, and
·
warrants to purchase an aggregate of 117,972
shares of Series A Preferred Stock at an exercise price of $25.00
per share (a
Class B Warrant
), mandatorily
convertible into an aggregate of 5.9 million shares of Common Stock as described
above or warrants to purchase an aggregate of 122,028 shares of Series B Preferred
Stock at an exercise price of $25.00 per share (the
Class D Warrant
and, together with the Class B Warrant and the Class C Warrant, the
Warrants,
and the Warrants together with the Preferred Stock, the
Securities
),
mandatorily convertible into an aggregate of 6.1 million shares of Common Stock
as described above. These Class B
Warrants and Class D Warrants are only exercisable if the Shareholder
Approvals (defined below) have not been obtained before March 1, 2010, and
they will expire automatically upon receipt of such approvals.
Pursuant to the Investment Agreements, the Company
will seek the approval of its shareholders for (i) an amendment of the Companys
Restated Articles of Incorporation to increase the number of authorized shares
of Common Stock to 250,000,000 and (ii) the issuance of shares of Common
Stock in connection with the conversion of the Series A Preferred Stock
and Series B Preferred Stock (including that received with respect to the
exercise of the Warrants) into Common Stock, for purposes of NASDAQ Marketplace
Rule 5635 (the
Shareholder Approvals
). Neither the Federal Reserve Board nor any
other banking regulator has approved the Series A Preferred Stock or Series B
Preferred Stock or determined that they constitute Tier 1 capital or regulatory
capital for West Coast Bancorp at the parent company level.
In connection with the Investments and subject to
receipt of required regulatory approvals, two Investors will each be entitled
to maintain a representative on the Companys Board of Directors (the
Board
)
for so long as such
2
investors beneficially own at least 5% of the Companys
outstanding shares of Common Stock on an as-converted basis. Two other investors will each be entitled to
have an observer attend Board meetings.
Terms
of the Preferred Stock
The rights,
preferences and privileges of the Series A Preferred Stock and Series B
Preferred Stock are set forth in the respective Articles of Amendment the Company
filed with the Secretary of State of the State of Oregon. Upon receipt of the Shareholder Approvals,
each share of Series A Preferred Stock will automatically convert into 50 shares
of Common Stock (subject to customary anti-dilution adjustments). Each share of Series A Preferred Stock
will initially bear a dividend that mirrors any dividend payable on the shares
of Common Stock underlying such share of Series A Preferred Stock. In the event that the Shareholder Approvals are
not obtained before March 1, 2010, the dividends payable with respect to
each share of Series A Preferred Stock outstanding at such time shall be
cumulative and will accrue whether or not declared by the Company Board, and
shall equal a 15% rate per annum.
Each share of the Series B
Preferred Stock will automatically convert into 50 shares of Common Stock
(subject in each case to customary anti-dilution adjustments) following both receipt
of Shareholder Approvals and transfer to a third party in a widely dispersed
offering, subject to regulatory restrictions on ownership levels. Each share of Series B Preferred Stock
will initially bear a dividend that mirrors any dividend payable on the shares
of Common Stock underlying such share of Series B Preferred Stock. In the event that the Shareholder Approvals are
not obtained before March 1, 2010, the dividends payable with respect to
each share of Series B Preferred Stock outstanding at such time shall be
cumulative and will accrue whether or not declared by the Company Board, and
shall equal a 15% rate per annum. Following
receipt of the Shareholder Approvals, the dividend rate paid on each share of Series B
Preferred Stock will automatically revert to a dividend mirroring any dividend
payable on the shares of Common Stock underlying such share of Series B
Preferred Stock.
The Preferred
Stock will not be redeemable by either the Company or by the holders. Holders of the Preferred Stock will not
receive any voting rights, including the right to elect any directors, other
than customary limited voting rights with respect to matters significantly and
adversely affecting the rights and privileges of the applicable series of
Preferred Stock.
Terms
of the Warrants
Class B
Warrant
. The Class B Warrant becomes exercisable only
if the Shareholder Approvals are not obtained before March 1, 2010. To the extent exercisable, the Class B
Warrant may be exercised for seven years for shares of Series A Preferred
Stock, at a price per share of $25.00. To
the extent that receipt of Series A Preferred Stock would cause the holder
to violate the regulatory restrictions on ownership levels, the holder may
exercise the Class B Warrant for Series B Preferred Stock. The Class B Warrants will expire and
have no further effect upon the receipt of the Shareholder Approvals.
Class C
Warrant
. The Class C Warrant will be exercisable
for seven years to purchase shares of Series B Preferred Stock at an
exercise price of $100.00 per share.
Class D
Warrant
. The Class D Warrant becomes exercisable only
if the Shareholder Approvals are not obtained before March 1, 2010. To the extent exercisable, the Class D
Warrant may be exercised for seven years for shares of Series B Preferred
Stock, at a price per share of $25.00.
The Class D Warrants will expire and have no further effect upon
the receipt of the Shareholder Approvals.
3
Each of the Warrants and
the Preferred Stock includes customary anti-dilution provisions. In addition, under the terms of the
Investment Agreements, certain Investors have preemptive rights with respect to
their Preferred Stock to maintain their relative ownership percentages in the
Company through additional purchases in the event of subsequent issuances by the
Company.
Additional
Terms
The
Investment Agreements provide the Investors with certain registration rights
with respect to the Securities, and the Company has agreed to file a resale
registration statement with respect to the Securities within 60 days of the
closing of the Investments.
The foregoing description of the Investment
Agreements, the Warrants and the terms contained in the articles of amendment
of the Series A Preferred Stock and Series B Preferred Stock is a
summary and does not purport to be a complete description of all of the terms
of such agreements and warrants and articles of amendment, and is qualified in
its entirety by reference to the Articles of Amendment for the Series A
Preferred Stock, the Articles of Amendment for the Series B Preferred
Stock, the Form of Class B Warrant, the Form of Class C
Warrant, the Form of Class D Warrant and the Form of Investment
Agreement, attached hereto as Exhibits 3.1, 3.2, 4.1, 4.2, 4.3 and 10.1 respectively.
FDIC and DFCS Order
West Coast Bank (the
Bank
), a wholly owned
banking subsidiary of the Company, entered into a Stipulation and Consent
agreeing to the issuance of an Order to Cease and Desist (the
Order
)
with the FDIC and the Oregon Division of Finance and Corporate Securities (
DFCS
)
effective October 22, 2009, addressing, among other items, management of
asset quality and increased capital for the Bank.
Among other things, the Order requires the Bank to:
·
No later than December 31, 2009 and
during the life of the Order, maintain a Tier I capital to total assets leverage
ratio of not less than 10 percent and a total risk-based capital ratio of not
less than 12 percent;
·
Within 30 days of the Order, eliminate
from its books, by charge-off or collection, all assets classified Loss;
·
Within 90 days of the Order, reduce
assets classified substandard in relation to Tier I Capital plus the allowance
for loan and lease losses to not more than 90 percent; within 180 days from the
effective date of the Order, to not more than 70 percent; within 270 days from
the effective date of the Order, to not more than 50 percent and to continue to
reduce the volume of such assets after that date;
·
Have and retain qualified management of the
Bank, and within 90 days assess management and staffing needs, responsibilities,
qualifications and compensation;
·
Assure the on-going participation of the
Banks Board of Directors in the affairs of the Bank;
4
·
Cease to extend additional credit to any
borrower who has a loan or extension of credit with the Bank that is classified
as loss or, without the approval of a majority of the Banks board or senior
loan committee, substandard or doubtful, subject to certain exceptions;
·
Within 90 days of the Order, correct all special
mention deficiencies;
·
Within 30 days of the Order, strengthen
the effectiveness of the internal loan review function to ensure timely and
adequate loan reviews and to correct identified loan review deficiencies;
·
Analyze, plan for and continue to reduce
credit concentrations with respect to commercial real estate loans and acquisition,
development and construction loans;
·
Within 90 days of the Order, correct
credit data and collateral documentation exceptions;
·
Within 60 days of the order, develop and
submit a written profit plan and a three-year strategic plan, including
specific goals for the dollar volume of total loans, total investment
securities and total deposits;
·
Within 30 days of the Order, eliminate
and correct all violations of law, taking all necessary steps to ensure future
compliance with all applicable laws and regulations, and strengthening its appraisal
review processes;
·
Within 120 days of the Order, provide
training in suspicious activity detection and reporting to all employees,
officers, and directors, and shall do so thereafter every year;
·
Within 60 days of the Order, develop or
revise, adopt and implement a written liquidity and funds management policy,
including with respect to maintaining a minimum Primary Liquidity Ratio of 15
percent and a Net Non-Core Funding Dependency Ratio of 25 percent;
·
Conduct a risks analysis with respect to
ceasing business activities with certain counterparties identified as having
been involved in or suspected of fraudulent activities;
·
Not pay cash dividends without the prior
written consent of the FDIC and DFCS;
·
Not solicit, accept, renew or roll over
brokered deposits unless it has applied for and been granted a waiver of this
prohibition by the FDIC; and
·
Within 30 days of the Order, and within
30 days of the end of each quarter thereafter, furnish written progress reports
detailing the form and manner of any actions taken to secure compliance with
the Order and the results thereof.
The description of the Stipulation and Consent and the
Order is a summary and does not purport to be a complete description of all of
the terms of such agreements, and is qualified in its entirety by reference to
the Order and the Stipulation and Consent, attached hereto as Exhibits 10.2 and
10.3.
Tax Benefit Preservation Plan
The disclosure contained in Item 3.03 below under the
heading Tax Benefit Preservation Plan is incorporated herein by reference.
Item 3.02.
Unregistered Sales of Equity
Securities
The information set forth in Item 1.01 hereof is
incorporated herein by reference. The Securities
issued and sold in the transactions described in Item 1.01 were sold in private
placements under Rule 4(2) of the Securities Act
5
of 1933, as amended.
Sandler ONeill + Partners, L.P. served as Placement Agent with respect
to the transactions for compensation of $7.5 million, of which $5 million has
been paid and the remaining $2.5 million will be paid upon receipt of the Shareholder
Approvals.
Item 3.03.
Material Modification to Rights of Security Holders
Issuance of Preferred Stock
The Articles of Amendment of the Series A Preferred Stock and Series B
Preferred Stock provide, among other things, for preferential rights of the
Preferred Stock as to dividends and liquidation over those of the Companys
Common Stock. For as long as the
Preferred Stock remains outstanding and the Shareholder Approvals have not been
received, subject to limited exceptions, the Company will be prohibited from
paying dividends on any share of Common Stock or other junior securities and
from redeeming, purchasing or acquiring any shares of Common Stock or other
junior securities.
Tax Benefit Preservation Plan
On October 23, 2009, the Companys Board adopted a
Tax Benefit Preservation Plan (the
Plan
) with Wells Fargo Bank,
National Association, as Rights Agent designed to preserve its tax assets. The Board adopted the Plan in an effort to
protect shareholder value by attempting to protect against a possible
limitation on the Companys ability to use net operating losses, tax credits
and other tax assets (the
Tax Attributes
) under the Internal Revenue
Code of 1986, as amended (the
Code
), and rules promulgated by the
Internal Revenue Service.
To the extent that the Tax Attributes do not otherwise
become limited, the Company believes that it will be able to use a significant
amount of the Tax Attributes to reduce its tax liability, and therefore these
Tax Attributes could be a substantial asset to the Company. If, however, the Company experiences an ownership
change, as defined in Section 382 of the Code, the Companys ability to
use the Tax Attributes will be substantially limited, and the timing of the usage
of the Tax Attributes could be substantially delayed, which could therefore
significantly impair the value of the Tax Attributes. In general, an ownership change would occur if
the Companys 5-percent shareholders, as defined under Section 382 of
the Code, collectively increase their ownership in the Company by more than 50
percentage points over a rolling three-year period. Five-percent shareholders do not generally include
certain institutional holders, such as mutual fund companies, that hold Company
stock on behalf of several individual mutual funds where no single fund owns 5
percent or more of Company stock.
Under the Plan, from and after the record date of November 2,
2009, each share of Common Stock will carry with it one preferred share
purchase right (a
Right
), each share of the Companys Series A
Preferred Stock will carry with it 50 Rights (subject to adjustment) and each
share of the Companys Series B Preferred Stock will carry with it 50
Rights (subject to adjustment), until the Distribution Date (as such term is
defined below) or earlier expiration of the Rights, as described below. In general, the Rights will work to impose a
significant penalty upon any person or group which becomes the Beneficial
Owner (as such term is defined in the Tax Benefit Preservation Plan) of 4.9%
or more of the Companys outstanding Common Stock after October 23, 2009,
without the approval of the Board. A shareholder
who was a Beneficial Owner of 4.9% or more of the outstanding Common Stock as
of October 23, 2009, will not trigger the Rights so long as such shareholder
does not (i) become the Beneficial Owner of additional shares of Common Stock
representing 0.2% or more of the shares of Common Stock then outstanding or (ii) become
the Beneficial Owner of less than 4.9% ownership of the outstanding Common Stock
and then reacquire shares that would result in such shareholder becoming the
Beneficial Owner of 4.9% or more of the outstanding Common Stock. The Board may, in its sole discretion, exempt
any person or group for purposes of the Plan if it determines the acquisition
by such person or group will not jeopardize tax benefits or is otherwise in the
Companys best interests.
The Rights
. From the
record date of November 2, 2009, until the Distribution Date or earlier
expiration of the Rights, the Rights will trade with, and will be inseparable
from, the Common Stock, the Series A Preferred Stock and the Series B
Preferred Stock, as applicable. New
Rights will also accompany any new shares of Common Stock,
6
Series A Preferred Stock or Series B
Preferred Stock that are issued after November 2, 2009, until the
Distribution Date or earlier expiration of the Rights.
Exercise Price.
Each Right
will allow its holder to purchase from the Company one one-hundredth of a share
of Series C Junior Participating Preferred Stock, no par value, of the Company
(
Series C Preferred Stock
) for $30.00, subject to adjustment (the
Exercise Price
), once the Rights become exercisable. This portion of a share of Series C Preferred
Stock will give the shareholder approximately the same dividend, voting, and
liquidation rights as would one share of Common Stock (subject to certain
exceptions described in the Plan with respect to Rights that immediately prior
to the Distribution Date were evidenced by a certificate that also evidenced Series B
Preferred Stock). Prior to exercise, the
Right does not give its holder any dividend, voting, or liquidation rights.
Exercisability.
The Rights will not be exercisable until 10 days
after the public announcement that a person or group has become an Acquiring
Person by obtaining beneficial ownership, from October 23, 2009 onwards,
of 4.9% or more of the Company outstanding Common Stock (or if already the Beneficial
Owner (as such term is defined in the Tax Benefit Preservation Plan) of at
least 4.9% of the Company outstanding Common Stock, by acquiring beneficial
ownership of additional shares of Common Stock representing 0.2% or more of the
shares of Common Stock then outstanding), unless exempted by the Board. The date on which the Rights become
exercisable is referred to as the Distribution Date. Until that date or earlier expiration of the
Rights, the Common Stock certificates, Series A Preferred Stock
certificates and Series B Preferred Stock certificates will also evidence
the Rights, and any transfer of shares of Common Stock or Series A
Preferred Stock or Series B Preferred Stock will constitute a transfer of
Rights. After that date, the Rights will separate from the Common Stock, Series A
Preferred Stock and Series B Preferred Stock, and be evidenced by
book-entry credits or by Rights certificates that the Company will mail to all
eligible holders of Common Stock, Series A Preferred Stock and Series B
Preferred Stock. Any Rights held by an Acquiring Person are void and may not be
exercised.
Consequences of a Person or Group Becoming an
Acquiring Person.
If a person or group becomes an Acquiring Person, all holders of Rights except
the Acquiring Person or an affiliate or an associate of any Acquiring Person may,
for payment of the Exercise Price, purchase shares of Common Stock with a
market value of twice the Exercise Price, based on the market price of the Common
Stock as of the acquisition that resulted in such person or group becoming an
Acquiring Person (subject to certain exceptions described in the Plan with
respect to Rights that immediately prior to the Distribution Date were evidenced
by a certificate that also evidenced Series B Preferred Stock).
Exchange.
After a person or group becomes an Acquiring Person, the
Board may extinguish the Rights by exchanging one share of Common Stock or an
equivalent security for each Right, other than Rights held by the Acquiring
Person or an affiliate or an associate of any Acquiring Person (subject to
certain exceptions described in the Plan with respect to Rights that
immediately prior to the Distribution Date were evidenced by a certificate that
also evidenced Series B Preferred Stock).
Series C Preferred Stock
Provisions.
Each one one-hundredth of a share of Series C Preferred Stock, if issued:
·
will not be redeemable.
·
will entitle holders to dividends equal
to the dividends, if any, paid on one share of Common Stock.
·
will entitle holders upon liquidation
either to receive $1 per share or an amount equal to the payment made on one
share of Common Stock, whichever is greater.
·
will have the same voting power as one
share of Common Stock (subject to certain exceptions described in the Plan with
respect to Rights that immediately prior to the Distribution Date were evidenced
by a certificate that also evidenced Series B Preferred Stock).
·
will entitle holders to a per share
payment equal to the payment made on one share of Common Stock, if shares of Common
Stock are exchanged via merger, consolidation or similar transaction.
The value of one one-hundredth interest in a share of Series C
Preferred Stock is expected to approximate the value of one share of Common
Stock.
Expiration.
The Rights will expire on the earliest of (i) October 23,
2012, (ii) the time at which the Rights are redeemed, (iii) the time
at which the Rights are exchanged, (iv) the repeal of Section 382 or
any successor statute,
7
or any other change, if the Board determines that this
Plan is no longer necessary for the preservation of tax benefits, (v) October 25,
2010 if approval of the Plan by the Companys shareholders has not been
obtained prior to such date, or (vi) a determination by the Board, prior
to the time any person or group becomes an Acquiring Person, that the Plan and
the Rights are no longer necessary for the preservation or existence of income
tax benefits or are no longer in the best interests of the Company and its shareholders.
Redemption.
The Board may redeem the Rights for $.001 per Right at
any time before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must
redeem all of the Rights. Once the
Rights are redeemed, the only right of the holders of Rights will be to receive
the redemption price of $.001 per Right. The redemption price will be adjusted if the
Company has a stock split or stock dividends of Common Stock.
Anti-Dilution Provisions.
The Board may adjust the Exercise Price,
the number of shares of Series C Preferred Stock issuable and the number
of outstanding Rights to prevent dilution that may occur from a stock dividend,
a stock split, or a reclassification of the Series C Preferred Stock or Common
Stock.
Amendments.
The terms of the Plan may be amended by the Board
without the consent of the holders of the Rights. After a person or group becomes an Acquiring
Person and does not become an exempt person prior to the Distribution Date, the
Board may not amend the agreement in a way that adversely affects holders of
the Rights (other than an Acquiring Person or an affiliate or associate of an
Acquiring Person).
The description of the Plan set forth above is a
summary and does not purport to be a complete description of all of the terms
of the Plan, and is qualified in its entirety by reference to the Plan attached
hereto as Exhibit 4.4 and the Articles of Amendment of Series C
Preferred Stock attached hereto as Exhibit 3.3.
Item 5.03.
Amendments to Articles of
Incorporation; Change in Fiscal Year
In connection with the Investments, the Company filed Articles
of Amendment with the Oregon Secretary of State for the purpose of amending its
Restated Articles of Incorporation to establish the preferences, limitations,
voting powers and relative rights of the Series A Preferred Stock and the Series B
Preferred Stock. In connection with the Tax
Benefit Preservation Plan, the Company filed Articles of Amendment with the
Oregon Secretary of State for the purpose of amending its Restated Articles of
Incorporation to establish the preferences, limitations, voting powers and
relative rights of the Series C Preferred Stock. The Articles of Amendment
became effective with the Oregon Secretary of State on October 23, 2009
with respect to the Series A Preferred Stock and Series B Preferred
Stock and on October 26, 2009 with respect to the Series C Preferred
Stock. This description is qualified in
its entirety by reference to the copies of the respective Articles of Amendment,
which are attached hereto as Exhibits 3.1, 3.2, and 3.3 and are incorporated
herein by reference.
Additional Information
In connection with certain matters related to the Investments,
the Company intends to file with the Securities and Exchange Commission (the
SEC
)
a proxy statement with respect to the Shareholder Approvals. The Company will mail the definitive proxy
statement, when available, to its shareholders. Investors and security holders
are urged to read the proxy statement with regards to certain matters related
to the private placement when it becomes available because it will contain
important information. You may obtain a free copy of the proxy statement (when
available) and other related documents filed by the Company with the SEC at the
SECs website at
www.sec.gov
or from the Companys
website at
www.wcb.com
.
The Company and its directors, executive officers and
certain other members of management and employees may be soliciting proxies
from stockholders in favor of certain matters relating to the private
placement. You can find information about the Companys executive officers and
directors in the Companys annual proxy statement filed with the SEC on March 18,
2009. You can obtain a free copy of this document from the Companys website at
www.wcb.com
. Investors may obtain
additional information regarding the interest of such participants by reading
the proxy statement regarding the matters related to the private placement when
it becomes available.
8
Forward-looking
Statements
This document (including exhibits filed herewith) may
contain statements regarding future events, performance or results that are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act
of 1995 (
PSLRA
) and are made pursuant to the safe harbors of the
PSLRA. Actual results could be quite
different from those expressed or implied by the forward-looking
statements. Do not unduly rely on
forward-looking statements. They give
the Companys expectations about the future and are not guarantees. Forward-looking statements speak only as of
the date they are made, and the Company does not undertake any obligation to
update them to reflect changes that occur after that date. A number of factors could cause results to
differ significantly from the Companys expectations, including, among others, any
failure to obtain the shareholder approvals to be sought by the Company with
respect to the capital raise and any resulting inability to complete the
capital raise in the manner intended, and factors identified in our Annual
Report on Form 10-K for the year ended December 31, 2008, and
Quarterly Report on Form 10-Q for the quarter ended June 30, 2009,
including under the headings Forward Looking Statement Disclosure and Risk
Factors.
9
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are being filed
herewith:
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Amendment
of Mandatorily Convertible Cumulative Participating Preferred Stock,
Series A of West Coast Bancorp
|
3.2
|
|
Articles of Amendment
of Mandatorily Convertible Cumulative Participating Preferred Stock,
Series B of West Coast Bancorp
|
3.3
|
|
Articles of Amendment
of Series C Junior Participating Preferred Stock
|
4.1
|
|
Form of
Class B Warrant
|
4.2
|
|
Form of
Class C Warrant
|
4.3
|
|
Form of
Class D Warrant
|
4.4
|
|
Tax Benefit
Preservation Plan, dated as of October 23, 2009, between West Coast
Bancorp and Wells Fargo Bank, National Association
|
10.1
|
|
Form of Investment
Agreement, dated as of October 23, 2009, by and between West Coast
Bancorp and the investors party thereto *
|
10.2
|
|
Order to Cease and
Desist issued by the FDIC and Oregon Division of Finance and Corporate
Securities to West Coast Bank on October 22, 2009
|
10.3
|
|
Stipulation and Consent
to the Issuance of an Order to Cease and Desist among West Coast Bank and the
FDIC and Oregon Division of Finance and Corporate Securities entered into on
October 15, 2009
|
*
Schedules and attachments have been omitted but will
be provided to the Commission upon request.
10
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.
|
WEST COAST BANCORP
|
Date: October 28,
2009
|
By:
|
/s/ Richard R.
Rasmussen
|
|
Name:
|
Richard R. Rasmussen
|
|
Title:
|
Executive Vice
President, General Counsel and Secretary
|
11
EXHIBIT INDEX
Exhibit
Number
|
|
Description
|
3.1
|
|
|
Articles of Amendment
of Mandatorily Convertible Cumulative Participating Preferred Stock,
Series A of West Coast Bancorp
|
3.2
|
|
|
Articles of Amendment
of Mandatorily Convertible Cumulative Participating Preferred Stock,
Series B of West Coast Bancorp
|
3.3
|
|
|
Articles of Amendment
of Series C Junior Participating Preferred Stock
|
4.1
|
|
|
Form of
Class B Warrant
|
4.2
|
|
|
Form of
Class C Warrant
|
4.3
|
|
|
Form of
Class D Warrant
|
4.4
|
|
|
Tax Benefit
Preservation Plan, dated as of October 23, 2009, between West Coast
Bancorp and Wells Fargo Bank, National Association
|
10.1
|
|
|
Form of Investment
Agreement, dated as of October 23, 2009 by and between West Coast
Bancorp and the investors party thereto *
|
10.2
|
|
|
Order to Cease and
Desist issued by the FDIC and Oregon Division of Finance and Corporate
Securities to West Coast Bank on October 22, 2009
|
10.3
|
|
|
Stipulation and Consent
to the Issuance of an Order to Cease and Desist among West Coast Bank and the
FDIC and Oregon Division of Finance and Corporate Securities entered into on
October 15, 2009
|
*
Schedules and attachments have been omitted but will
be provided to the Commission upon request.
12
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