UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company þ If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
In April 2021, the board of directors (the “Board”) of Five Star Bancorp (the “Company”) and shareholders approved the Company’s 2021 Equity Incentive Plan (the “Plan”) in the form previously filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-255143), as amended (the “Registration Statement”), in connection with its initial public offering of its common stock (the “IPO”). The Plan became effective as of May 7, 2021. A description of the terms of the Plan is set forth in the section entitled “Executive Compensation—2021 Equity Incentive Plan” of the Registration Statement and such description is incorporated herein by reference. A copy of the Plan is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the Plan is not complete and is qualified in its entirety by reference to such exhibit.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws |
Amendment and Restatement of Certificate of Incorporation
On May 7, 2021, the Company filed its amended and restated articles of incorporation (the “Restated Articles”) with the Secretary of State of the State of California in connection with the closing of the IPO. The Board and shareholders previously approved the Restated Articles to be effective immediately prior to the closing of the IPO. The Restated Articles are attached hereto as Exhibit 3.1 and incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of May 7, 2021, the Company adopted amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the IPO. The Board and shareholders previously approved the Restated Bylaws, to be effective immediately prior to the closing of the IPO. The Restated Bylaws are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
A description of the material terms of the Company’s capital stock, after giving effect to the adoption of the Restated Articles and the Restated Bylaws, has previously been reported by the Company in the Registration Statement.
| Item 8.01 | Other Events |
On May 7, 2021, the Company issued a press release announcing the closing of the IPO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURE
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.
| FIVE STAR BANCORP | ||
| By: | /s/ James Beckwith | |
| Name: James Beckwith | ||
| Title: President and Chief Executive Officer | ||
| Date: May 12, 2021 | ||