Bank of Marin Bancorp (NASDAQ:BMRC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July6, 2017, the board of directors of Bank of Marin Bancorp (the “Company”) approved a Rights Agreement by and between the Company and Computershare Trust Company, N.A. (the “Rights Agreement”). The Rights Agreement was subsequently entered into on July6, 2017.
to the Rights Agreement, on July6, 2017, the board of directors of the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, no par value, of the Company.The dividend is payable on July23, 2017, to the shareholders of record on that date. Each Right entitles the registered holder to purchase from the Bancorp one one-hundredth of a share of SeriesA Junior Participating Preferred Stock, no par value (the “Preferred Shares”), of the Company at a price of $90.00 per one one-hundredth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement, a copy of which was submitted with the Company’s Form8-A filed with the Commission on July6, 2017.
SECTION3 — SECURITIES AND TRADING MARKETS
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 1.01 is incorporated herein by reference.
SECTION8 — OTHER EVENTS
Item 8.01 Other Events.
On July6, 2017, the Company issued a press release announcing the adoption of the Rights Agreement, which is attached hereto as Exhibit99.1 and incorporated herein by reference.
