PLAN AND AGREEMENT OF REORGANIZATION
THIS PLAN AND AGREEMENT OF REORGANIZATION, dated as of October 2, 2000
(hereinafter referred to as the "Plan"), is made by and between PACIFICA
BANCORP, INC., a Washington corporation (hereinafter referred to as the "Holding
Company"), and PACIFICA BANK, a Washington corporation (hereinafter referred to
as the "Bank").
RECITALS
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A. The Holding Company is a business corporation duly organized under
the laws of the State of Washington, formed for the purpose of becoming a
registered bank holding company within the meaning of the Federal Bank Holding
Company Act of 1956, as amended. It has its registered office in Bellevue, King
County, Washington.
B. The Bank is a banking corporation organized and existing under the
laws of the State of Washington, with its principal office in Bellevue, King
County, Washington.
C. The Board of Directors of the Bank and the Holding Company believe
that the reorganization described herein will permit greater flexibility in
responding to the changing financial requirements of banking customers and in
meeting the competition of other financial institutions.
ARTICLE 1
TERMS OF EXCHANGE
1.1 Exchange Date. The Exchange Date shall follow the occurrence of all
events required by Section 2.3 hereof, and shall be such date as is agreed to by
the parties.
1.2 Transfer and Exchange. Pursuant to Title 30.04.550 et seq. of the
Revised Code of Washington, on the Exchange Date, (i) each outstanding share of
common stock of the Bank shall be deemed transferred by virtue of this Plan to
the Holding Company in exchange for two (2) shares of the common stock of the
Holding Company, and (ii) all options to purchase shares of the Bank common
stock which are outstanding immediately prior to the consummation of the
reorganization shall be converted into options to purchase shares of common
stock of the Holding Company, with the number of shares subject to the option
being multiplied by two, and the exercise price and the duration of the option
remaining unchanged, except to reflect the 2-for-1 split that is part of this
reorganization. No separate documents of assignment or transfer shall be
required to effect such exchange or conversion.
1.3 Exchange of Certificates. Each former shareholder of the Bank whose
shares are exchanged for the Holding Company shares pursuant to Section 1.2
hereof shall be issued certificates evidencing such Holding Company shares upon
delivering to the Holding Company the stock certificate or certificates formerly
representing the holder's Bank shares.
To encourage the prompt submission of such certificates by the persons
receiving the Holding Company shares in the exchange, any dividends which become
payable with respect to their Holding Company shares will be withheld, without
interest, until they submit such Bank shares for exchange.
1.4 Payment to Dissenters. Any shareholder of the Bank who exercises
his or her right to dissent must, in accordance with State law, surrender his or
her appropriate stock certificates evidencing shares in the Bank within thirty
(30) days after the date of approval of the Plan by the Bank shareholders. At
such time, such dissenters shall cease to be shareholders of the Bank (subject
to consummation of the reorganization). The sole right of such dissenters shall
thereupon be to receive payment, following consummation of the reorganization,
of the value of their surrendered shares as provided by applicable State law.
Such payments to dissenters shall be made by the Bank.
ARTICLE 2
EVENTS PRECEDING CONSUMMATION
2.1 Presentation to Bank Shareholders. As soon as reasonably possible,
the Bank shall cause this Plan to be presented to its shareholders for approval
by the holders of at least two-thirds of the outstanding capital stock of the
Bank at a meeting of the shareholders, duly called by the directors, upon notice
provided in accordance with applicable law.
2.2 Submission to Regulatory Authorities, etc.
(a) Representatives of the Bank and the Holding Company shall
prepare and file an application for approval of the reorganization with the
Washington Department of Financial Institutions, Division of Banks, shall file
Articles of Exchange with the Washington Secretary of State, and shall file with
any other administrative bodies, departments, agencies, and boards which may
have jurisdiction, such other documents and instruments as shall be necessary or
desirable, in the opinion of management acting on advice of counsel for the
Holding Company, to assist in the securing of approval of such reorganization.
(b) Representatives of the Holding Company shall prepare and
file with the Board of Governors of the Federal Reserve System a Notice or
Application, as appropriate, and any other documents and instruments as shall be
necessary or desirable, in the opinion of management acting on advice of counsel
for the Holding Company, to assist in effecting the reorganization.
(c) Representatives of the Bank shall request an opinion from
the Bank's counsel, Xxxxx Xxxxxx Xxxxxxxx LLP, to the effect that the exchange
will qualify as a tax-free exchange pursuant to applicable provisions of the
Internal Revenue Code.
(d) The proper officers of the Holding Company and of the Bank
shall, in the name and on behalf of the Holding Company and the Bank, make all
such arrangements, do and
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perform all such acts and things, and prepare, execute and deliver all such
certificates, notices, applications and other instruments and documents as may
be reasonably necessary or appropriate in order to consummate the transaction
herein described.
2.3 Required Approvals. The exchange shall not be consummated until
each of the following events has occurred:
(a) The Board of Directors of the Holding Company shall have
approved this Plan and the plan of reorganization embodied herein.
(b) A majority of the entire Board of Directors and the
holders of two-thirds of the outstanding stock of the Bank shall have approved
this Plan and the plan of reorganization embodied herein.
(c) The Washington Department of Financial Institutions,
Division of Banks, shall have approved the reorganization contemplated by this
Plan and shall have issued a certificate of reorganization to the Bank.
(d) The Board of Governors of the Federal Reserve System shall
not have objected to the Notice of the proposed reorganization contemplated by
this Plan or shall otherwise have approved an Application by the Holding Company
filed pursuant to the Bank Holding Company Act of 1956, as amended.
(e) Xxxxx Xxxxxx Xxxxxxxx LLP shall have issued an opinion to
the effect that the exchange will qualify as a tax-free exchange pursuant to
applicable provisions of the Internal Revenue Code.
ARTICLE 3
TERMINATION
3.1 Right of Termination. This Plan may be terminated and the plan of
reorganization abandoned by either party by resolution of its Board of Directors
at any time prior to the Exchange Date if for any reason the consummation of the
reorganization is considered inadvisable in the opinion of such Board of
Directors.
3.2 Automatic Termination. In the event that on the Exchange Date less
than eighty percent (80%) of the Bank's outstanding shares are entitled to be
exchanged for the Holding Company shares, as provided in this Plan, then the
Exchange shall not be consummated and this Plan shall automatically terminate
and be of no further effect.
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WITNESS the signatures of the corporate parties, each hereunto set by
its President and attested by its Secretary.
PACIFICA BANK
By:
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Xxxxxxx X. Low
Its President
Attest:
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Xxxx X. Xxxxxx
Its Secretary
PACIFICA BANCORP, INC.
By:
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Xxxxxxx X. Low
Its President
Attest:
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Xxxx X. Xxxxxx
Its Secretary
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of __________________, 2001, before me, a Notary
Public in and for the State of Washington, personally appeared , as President,
and , as Secretary, of PACIFICA BANK, personally known to me (or proved to me on
the basis of satisfactory evidence) to be the persons who executed this
instrument and acknowledged it to be their free and voluntary acts and deeds for
the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC in and for the State of Washington, residing
at
---------------------------------------------------------
My appointment expires
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Print Name
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this _____ day of __________________, 2001, before me, a Notary
Public in and for the State of Washington, personally appeared , as President,
and , as Secretary, of PACIFICA BANCORP, INC., personally known to me (or proved
to me on the basis of satisfactory evidence) to be the persons who executed this
instrument and acknowledged it to be their free and voluntary acts and deeds for
the uses and purposes mentioned in the instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal the
day and year first above written.
NOTARY PUBLIC in and for the State of Washington, residing
at
---------------------------------------------------------
My appointment expires
-------------------------------------
Print Name
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