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) May 6, 2008
Centennial Bank Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
000-51556 |
|
41-2150446 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
|
|
|
|
|
1331 Seventeenth St., Suite 300 |
|
|
||
Denver, CO |
|
80202 |
||
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code 303-293-5563
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
On May 6, 2008, the Companys stockholders approved two amendments to the Companys Certificate of Incorporation: (1) to change the Companys name to Guaranty Bancorp and (2) to allow stockholders to call a special meeting of stockholders. A copy of the Certificate of Amendment of the Companys Certificate of Incorporation is filed as Exhibit 3.1 hereto and incorporated herein by reference. The Certificate of Amendment, including the name change, becomes effective as of May 12, 2008.
On May 6, 2008, the Companys Board of Directors approved Amended and Restated Bylaws of the Company. The changes to the Bylaws include: (1) the name change to Guaranty Bancorp; (2) adding a provision in Article I, Section 2 to allow stockholders who own 25% of the outstanding shares of stock to call a special meeting of stockholders; (3) amendment of Article I, Section 7 to clarify the revocability of proxies and voting at meetings of stockholders; (4) adding a provision in Article I, Section 8 to clarify the Inspector of Elections duties concerning determining the validity and counting of proxies and ballots; (5) clarifying amendments to Article I, Section 10 concerning advance notice procedures; and (6) adding a new Article I, Section 11 regarding the approval of stockholder proposals, which require the affirmative vote of the holders of not less than a majority of all outstanding share of capital stock of the Company. A copy of the Amended and Restated Bylaws of the Company is filed as Exhibit 3.2 hereto and incorporated herein by reference. The Amended and Restated Bylaws become effective as of May 12, 2008.
Item 8.01 Other Events.
On May 6, 2008, the Company issued a press release announcing the results of its Annual Meeting of Stockholders, including the approval of the Companys name change to Guaranty Bancorp. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being furnished herewith:
3.1 Certificate of Amendment to Registrants Certificate of Incorporation, effective as of May 12, 2008.
3.2 Amended and Restated Bylaws of the Registrant, effective as of May 12, 2008.
99.1 Press Release, dated May 6, 2008.
2
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.
|
CENTENNIAL BANK HOLDINGS, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Zsolt K. Besskó |
|
|
Name: Zsolt K. Besskó |
|
|
Title:
Executive Vice President,
General
|
|
|
|
|
|
|
Date: May 7, 2008 |
|
|
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CENTENNIAL BANK HOLDINGS, INC.
CENTENNIAL BANK HOLDINGS, INC., a corporation duly organized and existing under the Delaware General Corporation Law (the Company), does hereby certify:
1. That at meetings of the Board of Directors of the Company, resolutions were duly adopted setting forth proposed amendments of the Certificate of Incorporation of the Company, declaring said amendments to be advisable and directing that the proposed amendment be considered at the Annual Meeting of Stockholders of the Company. The resolutions setting forth the proposed amendments are as follows:
RESOLVED , that the Companys Certificate of Incorporation be amended by amending Article FIRST to read in its entirety as follows:
RESOLVED , that the Companys Certificate of Incorporation be amended by amending the second paragraph of Article EIGHTH to read in its entirety as follows:
2. That, pursuant to resolution of its Board of Directors, the Annual Meeting of Stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute was voted in favor of the amendments.
3. That said amendments were duly adopted in accordance with the provisions of Sections 242 of the General Corporation Law of the State of Delaware.
4. That said amendments are to be effective as of May 12, 2008.
|
CENTENNIAL BANK HOLDINGS, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Daniel M. Quinn |
|
|
Name: Daniel M. Quinn |
|
|
Title: President and Chief Executive
|
Exhibit 3.2
AMENDED AND RESTATED
BYLAWS
OF
GUARANTY BANCORP
ARTICLE I
Stockholders
present in person or represented by proxy, shall constitute a quorum for purposes of such class vote unless the representation of a larger number of shares of such class shall be required by law, by the Certificate of Incorporation or by these Bylaws.
The Secretary of the Corporation shall act as secretary of all meetings of the stockholders; but in the absence of the Secretary, the chairman of the meeting may appoint any person to act as secretary of the meeting.
The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to adjourn a meeting of stockholders without a vote of stockholders and to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting and are not inconsistent with any rules or regulations adopted by the Board of Directors pursuant to the provisions of the Certificate of Incorporation, including the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the
2
commencement thereof and the opening and closing of the voting polls for each item upon which a vote is to be taken.
Shares of the capital stock of the Corporation belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of Directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes.
(a) The matters to be considered and brought before any annual or special meeting of stockholders of the Corporation shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 10.
(b) For any matter to be properly brought before any annual meeting of stockholders, the matter must be (i) specified in the notice of annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors or (iii) brought before the annual meeting in the manner specified in this Section 10(b) (x) by a stockholder that holds record stock of the Corporation entitled to vote at the annual meeting on such matter (including any election of a director) or (y) by a person (a Nominee Holder ) that holds such stock through a nominee or street name holder of record of such stock and can demonstrate to the Corporation such indirect ownership of, and such Nominee Holders entitlement to vote, such stock on such matter. In addition to any other requirements under applicable law, the Certificate of Incorporation and these Bylaws, persons nominated by stockholders for election as directors of the Corporation and any other proposals by stockholders shall be properly brought before an annual meeting of stockholders only if notice in the manner contemplated hereby of any such matter to be presented by a stockholder at such meeting (a Stockholder Notice ) shall be delivered to the Secretary at the principal executive office of the Corporation not less than ninety (90) nor more than one hundred and twenty (120) days prior to the first anniversary date of the annual meeting for the preceding year; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends thirty (30) days after such anniversary date (an annual meeting date outside such period being referred to herein as an Other Meeting Date ), such Stockholder Notice shall be given in the manner provided herein by the later of (i) the close of business on the date ninety (90) days prior to such Other Meeting Date or (ii) the close of business on the tenth day following the date on which such Other Meeting Date is first publicly announced or disclosed. Any stockholder entitled to nominate any person or persons (as the case may be) for election as a director or directors of the Corporation shall deliver, as part of such Stockholder Notice, a statement in
4
writing setting forth the name of the person or persons to be nominated, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by each such person, as reported to such stockholder by such person, the information regarding each such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Corporation), each such persons signed consent to serve as a director of the Corporation if elected, such stockholders name and address, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder and any direct or indirect short interest of such stockholder in any security of the Corporation and, in the case of a Nominee Holder, evidence establishing such Nominee Holders indirect ownership of stock and entitlement to vote such stock for the election of directors at the annual meeting. Any stockholder who gives a Stockholder Notice of any matter (other than a nomination for director) proposed to be brought before an annual meeting of stockholders shall deliver, as part of such Stockholder Notice, the text of the proposal to be presented (including the text of any resolutions to be proposed for consideration by stockholders) and a brief written statement of the reasons why such stockholder favors the proposal and setting forth such stockholders name and address, the number and class of all shares of each class of stock of the Corporation owned of record and beneficially by such stockholder, any material interest of such stockholder in the matter proposed (other than as a stockholder), if applicable, and, in the case of a Nominee Holder, evidence establishing such Nominee Holders indirect ownership of stock and entitlement to vote such stock on the matter proposed at the annual meeting. As used in these Bylaws, shares beneficially owned shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the Exchange Act ). If a stockholder is entitled to vote only for a specific class or category of directors at a meeting (annual or special), such stockholders right to nominate one or more individuals for election as a director at the meeting shall be limited to such class or category of directors. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine whether the nominee would be considered independent under the various rules and standards applicable to the Corporation.
Notwithstanding any provision of this Section 10 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation at the next annual meeting of stockholders is increased by virtue of an increase in the size of the Board of Directors and either all of the nominees for director at the next annual meeting of stockholders or the size of the increased Board of Directors is not publicly announced or disclosed by the Corporation at least one hundred (100) days prior to the first anniversary of the preceding years annual meeting, a Stockholder Notice shall also be considered timely hereunder, but only with respect to nominees to stand for election at the next annual meeting as the result of any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth day following the first day on
5
which all such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporations notice of such meeting. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote for the election of such director(s) at such meeting may nominate a person or persons (as the case may be) for election to such position(s) as are specified in the Corporations notice of such meeting, but only if the Stockholder Notice required by Section 10(b) hereof shall be delivered to the Secretary at the principal executive office of the Corporation not later than the close of business on the tenth day following the first day on which the date of the special meeting and either the names of all nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected shall have been publicly announced or disclosed.
(d) For purposes of this Section 10, a matter shall be deemed to have been publicly announced or disclosed if such matter is disclosed in a press release reported by the Dow Jones News Service, the Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission.
(e) In no event shall the postponement or adjournment of an annual meeting or a special meeting, or any announcement thereof, commence a new period (or extend any time period) for the giving of notice as provided in this Section 10. This Section 10 shall not apply to any stockholder proposal made pursuant to Rule 14a-8 under the Exchange Act.
(f) The chairman of any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 10 and, if not so given, shall direct and declare at the meeting that such nominees and other matters are not properly before the meeting and shall not be considered.
stockholders of the Corporation that may be required by law, the Certificate of Incorporation or these Bylaws, by any agreement with a national securities exchange or otherwise.
ARTICLE II
7
Notice of the day, hour and place of holding of each special meeting shall be given by the person or persons calling the meeting by mailing the same at least two days before the meeting or by causing the same to be transmitted by facsimile, telegram or telephone at least one day before the meeting to each Director. Unless otherwise indicated in the notice thereof, any and all business other than an amendment of these Bylaws may be transacted at any special meeting, and an amendment of these Bylaws may be acted upon if the notice of the meeting shall have stated that the amendment of these Bylaws is one of the purposes of the meeting. At any meeting at which every Director shall be present, even though without any notice, any business may be transacted, including the amendment of these Bylaws.
(a) Chief Executive Officer : The Chief Executive Officer shall have the general executive responsibility for the conduct of the business and affairs of the
9
Corporation. He or she shall exercise such other powers, authority and responsibilities as the Board may determine. In the absence of or during the physical disability of the Chief Executive Officer, the Board may designate an officer who shall have and exercise the powers, authority and responsibilities of the Chief Executive Officer.
(b) President : The President shall have and exercise such powers, authority and responsibilities as the Board may determine.
(c) Chief Financial Officer : The Chief Financial Officer shall be the principal financial officer of the Corporation. He or she shall render such accounts and reports as may be required by the Board or any committee of the Board. The financial records, books and accounts of the Corporation shall be maintained subject to his or her direct or indirect supervision.
(d) Secretary : The Secretary shall keep the minutes of all meetings of stockholders and directors and shall give all required notices and have charge of such books and papers as the Board may require. The Secretary shall submit such reports to the Board or to any committee as the Board or such committee may request. Any action or duty required to be performed by the Secretary may be performed by an Assistant Secretary.
10
have full power and authority on behalf of the Corporation to attend and to act and to vote, or in the name of the Corporation to execute proxies to vote, at any meeting of stockholders of any corporation in which the Corporation may hold stock, and at any such meeting shall possess and may exercise, in person or by proxy, any and all rights, powers and privileges incident to the ownership of such stock. The Board of Directors may from time to time, by resolution, confer like powers upon any other person or persons.
ARTICLE IV
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the
11
Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of such Director, officer, employee or agent.
The indemnification provided by this Article IV shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in the indemnifieds official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation may enter into an agreement with any of its Directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article IV.
shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution or resolutions by the Board of Directors of the Corporation, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by a Chairman or Vice Chairman of the Board of Directors or a President or Vice President, and by a Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, representing the number of shares of stock in the Corporation owned by such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue. Certificates representing shares of stock of the Corporation may bear such legends regarding restrictions on transfer or other matters as any officer or officers of the Corporation may determine to be appropriate and lawful.
If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise required by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of such class or series of stock and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares of any class or series of stock, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates representing shares of such class or series or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of such class or series and the qualifications, limitations or restrictions of such preferences and/or rights.
Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.
claiming the certificate to have been lost, stolen or destroyed. When authorizing such issue of a new certificate, the Corporation shall require that the owner of such lost, stolen or destroyed certificate, or such owners legal representative, give the Corporation a bond in such sum and with such surety or other security as the Corporation may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost, stolen or destroyed, except where the Board of Directors or the Chief Executive Officer finds that the circumstances justify omission of a bond.
If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to
15
corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
Subject to the provisions of the Certificate of Incorporation, any dividends declared upon the stock of the Corporation shall be payable on such date or dates as the Board of Directors shall determine. If the date fixed for the payment of any dividend shall in any year fall upon a legal holiday, then the dividend payable on such date shall be paid on the next day not a legal holiday.
Checks, drafts, bills of exchange, acceptances, notes, obligations and orders for the payment of money made payable to the Corporation may be endorsed for deposit to the credit of the Corporation with a duly authorized depository by the Treasurer and/or such other officers or persons as the Board of Directors from time to time may designate.
16
17
These Bylaws and any amendment thereof may be altered, amended or repealed, or new Bylaws may be adopted, by the Board of Directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the Board, provided in the case of any special meeting at which all of the members of the Board are not present, that the notice of such meeting shall have stated that the amendment of these Bylaws was one of the purposes of the meeting; but these Bylaws and any amendment thereof may be altered, amended or repealed or new Bylaws may be adopted by the holders of a majority of the total outstanding stock of the Corporation entitled to vote at any annual meeting or at any special meeting, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.
* * * * *
Amended and Restated, effective as of May 12, 2008.
18
Exhibit 99.1
|
|
|
FOR IMMEDIATE RELEASE:
Centennial
Bank Holdings, Inc. Announces Results of Annual Meeting of Stockholders
Guaranty Bancorp Name Change Approved
Denver, Colorado, May 6, 2008 Centennial Bank Holdings, Inc. (Nasdaq: CBHI) announced that, at its 2008 Annual Meeting of Stockholders today, stockholders approved the companys name change to Guaranty Bancorp. The effective date of this name change will be Monday, May 12, 2008. Effective the same day, the company will also change its ticker symbol to GBNK and its corporate website to www.gbnk.com.
The companys stockholders also approved the election of each of the director nominees presented in the companys proxy statement, approved the charter amendment to allow stockholders to call a special meeting of stockholders and ratified the appointment of Crowe Chizek and Company LLC as the companys independent registered public accounting firm for 2008. Finally, the companys stockholders overwhelming voted against the adoption of Mr. Gerald Armstrongs shareholder proposal to engage a professional advisory firm, with 84.4% of votes cast against the proposal versus 15.6% of votes cast for the proposal.
About Centennial Bank Holdings, Inc.
Centennial Bank Holdings, Inc. is a bank holding company that operates 36 branches in Colorado through a single bank subsidiary, Guaranty Bank and Trust Company. The bank provides banking and other financial services including real estate, construction, commercial and industrial, energy, consumer and agricultural loans throughout its targeted Colorado markets to consumers and small to medium-sized businesses, including the owners and employees of those businesses. The bank also provides trust services, including personal trust administration, estate settlement, investment management accounts and self-directed IRAs. More information about Centennial Bank Holdings, Inc. can be found at www.cbhi.com (effective May 12, 2008, at www.gbnk.com).