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):  March 1, 2010

 

Cowlitz Bancorporation

(Exact Name of Registrant as specified in its charter)

 

Washington
(State or other jurisdiction of incorporation)

0-23881
(Commission File Number)

91 - 1529841
(IRS Employer Identification No.)

 

927 Commerce Ave.
Longview, Washington 98632
Address of Principal Executive Office and Zip Code

 

Registrant's telephone number including area code: 360-423-9800

 

Not applicable

(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:

 

[ ]      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 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 1, 2010, Cowlitz Bancorporation (the “Company”) filed Articles of Amendment to its Restated Articles of Incorporation (the “Amendment”) with the Washington Secretary of State for the purpose of effecting the Company’s previously announced one-for-ten reverse stock split (the “Reverse Split”). As a result of such filing, the Reverse Split became effective at 6:00 p.m., Pacific Time, on March 1, 2010.

 

In addition to setting forth the terms of the Reverse Split, the Amendment also maintained the authorized number of shares of the Company’s common stock at 25 million.  Accordingly, there is no reduction in the number of authorized shares of the Company’s common stock in proportion to the reverse stock split ratio.

 

The foregoing description is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01      Financial Statements and Exhibits.

 

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

Exhibits.

 

 

3.1 Articles of Amendment to the Restated Articles of Incorporation

 

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:  March 2, 2010

COWLITZ BANCORPORATION
(Registrant)


By:     /s/ Gerald L. Brickey           
          Gerald L. Brickey
          Chief Financial Officer

 


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