- Amended Securities Registration (section 12(g)) (8-A12G/A)
July 08 2011 - 5:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRICO BANCSHARES
(Exact name of registrant as specified in its charter)
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California
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94-2792841
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State of Incorporation
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IRS Employer ID Number
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65 Constitution Ave, Chico, California
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95973
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Address of registrants principal executive office
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Zip Code
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Preferred Stock Purchase Rights
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Nasdaq Global Market
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(Name of each exchange on which
class is to be registered)
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the
Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
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Securities Act registration statement file number to which this form relates:
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of class)
(Title of class)
Explanatory Note
This Amendment No. 1 amends and supplements the Registration Statement on Form 8-A filed by TriCo
Bancshares on July 5, 2001, relating to the registration of Preferred Stock Purchase Rights.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
On July 8, 2011, TriCo Bancshares (the Company) extended the maturity date of its Shareholder
Rights Plan by 10 years by amending its existing Rights Agreement with Mellon Investor Services
LLC, as Rights Agent. The rights issued under the Rights Agreement give holders, under certain
specified circumstances, the right to purchase shares of the Companys Series AA Junior
Participating Preferred Stock at a discount to the market value of the Companys common stock and
is intended to place the Board of Directors in a favorable position to negotiate with any proposed
acquirer of the Company or a controlling interest in its common stock.
Item 2. Exhibits.
The exhibit list called for by this Item is incorporated by reference to the exhibit index
filed as part of this registration statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant
has duly caused this amendment to registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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Date: July 8, 2011
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TRICO BANCSHARES
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By:
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/s/ Thomas J. Reddish
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Thomas J. Reddish
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Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit 4.1
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Rights Agreement dated as of June 25, 2001 between TriCo
Bancshares and Mellon Investor Services LLC (incorporated by
reference to Exhibit 1 to Registration Statement on Form 8-A
filed on July 5, 2001).
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Exhibit 4.2
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Amendment to Rights Agreement dated as of July 8, 2011 between
TriCo Bancshares and BNY Mellon Investor Services LLC
(incorporated by reference to Exhibit 4.1 to the Companys
Form 8-K filed on July 8, 2011).
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Exhibit 4.3
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Amended and Restated Form of Right Certificate (incorporated
by reference to Exhibit 4.2 to the Companys Form 8-K filed on
July 8, 2011).
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Exhibit 99
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Amended and Restated Form of Summary of Series AA Preferred
Stock Purchase Rights (incorporated by reference to Exhibit 99.1
to the Companys Form 8-K filed on July 8, 2011).
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