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):
February 19, 2008
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization Identification No.)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(530) 898-0300
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On February 19, 2008, the Board of Directors increased the size of the Board
to eleven persons and elected Mr. L. Gage Chrysler III, age 54, to the Board of
Directors. Mr. Chrysler has been employed by Modern Building Inc., a
construction company located in Chico, California, since 1978 and has served as
its president since 2005. He received a bachelors of science degree in finance
from California State University, Chico. Mr. Chrysler is expected to be
appointed to the following Board committees: Asset Liability Committee.
Also on February 19, 2008, the Board granted Mr. Chrysler a stock option for
20,000 shares of the Company's common stock pursuant to the terms of the
Company's 2001 Stock Option Plan. The options have a per-share exercise price
equal to the closing price of the Company's common stock on the date of grant,
or $17.25.
Mr. Chrysler and the Company will enter into an Indemnification Agreement on the
same terms as other directors of the Company in the form attached as Exhibit
10.21 to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, previously filed with the Securities and Exchange Commission, which is
incorporated herein by reference.
A copy of the press release announcing Mr. Chrysler's appointment as a director
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Document
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10.1* Form of Indemnification Agreement among the Company, Tri Counties
Bank and L. Gage Chrysler III filed as Exhibit 10.21 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004
99.1 Press release dated February 22, 2008
*Previously filed and incorporated by reference
SIGNATURES
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.
Date: February 22, 2008 TRICO BANCSHARES
(Registrant)
By: /s/ Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibits
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10.1* Form of Indemnification Agreement among the Company, Tri Counties
Bank and L. Gage Chrysler III filed as Exhibit 10.21 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004
99.1 Press release dated February 22, 2008
*Previously filed and incorporated by reference
EXHIBIT 99.1
TRICO BANCSHARES ANNOUNCES NEW BOARD APPOINTMENT
PRESS RELEASE Contact: Thomas J. Reddish
FOR IMMEDIATE RELEASE Executive Vice President & CFO
(530) 898-0300
CHICO, Calif. - (February 22, 2008) -TriCo Bancshares (NASDAQ: TCBK), parent
company of Tri Counties Bank, today announced that Gage Chrysler has been
appointed to the Board of Directors of the Company and the Bank, effective
Tuesday, February 19, 2008.
Mr. Chrysler serves as the President and CEO of Modern Building, Inc. a
commercial and industrial construction company. He has been with the company
since 1978. He has been a participant of many boards, committees and councils.
He currently serves on the CSUC Chico Alumni Association Board, Mid Valley Title
Board and the Salvation Army Advisory Board. Chrysler was awarded the Boy Scouts
Golden Empire Counsel Distinguished Citizen Award in 2004.
"We are very fortunate to have Gage join our Board," commented Richard P. Smith,
President and CEO. "Gage is well recognized and respected for his unique
professional qualifications as well as his business knowledge in Butte County
and the Central Valley. Gage will add to our already strong board leadership and
serve us well at a pivotal time in our growing organization," concluded Smith.
Mr. Chrysler commented, "As a long time shareholder and customer, I'm honored to
join the board and serve Tri Counties Bank and TriCo Bancshares and its
shareholders in this important role." said Chrysler. "As a business owner, I
share the Bank's commitment to our business community and I look forward to
building the future success of Tri Counties Bank."
TriCo Bancshares and Tri Counties Bank are headquartered in Chico, California.
Tri Counties Bank has a 31-year history in the banking industry. Tri Counties
Bank operates 32 traditional branch locations and 25 in-store branch locations
in 23 California counties, and as of December 31, 2007, had approximately $1.9
billion in assets. Tri Counties Bank offers financial services and provides a
diversified line of products and services to consumers and businesses, which
include demand, savings and time deposits, consumer finance, online banking,
mortgage lending, and commercial banking throughout its market area. It operates
a network of 64 ATMs and a 24-hour, seven days a week telephone customer service
center. Brokerage services are provided at the Bank's offices by the Bank's
association with Raymond James Financial, Inc. For further information please
visit the Tri Counties Bank web-site at http://www.tricountiesbank.com.