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 April 27, 2006
(Date
of
earliest event reported)
First
Northern Community Bancorp
(Exact
name of registrant as specified in its charter)
|
California
|
68-0450397
|
|
(State
of Incorporation)
|
(IRS
Employer ID Number)
|
000-30707
(Commission
File No.)
|
First
Northern Community Bancorp
|
|
|
195
North First Street, P.O. Box 547, Dixon, California
|
95620
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(707)
678-3041
(Registrant’s
telephone number, including area code)
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
1.01 Entry into a Material Definitive Agreement
Approval
of The First Northern Community Bancorp 2006 Stock Incentive
Plan
On
April
27, 2006, the Shareholders of First Northern Community Bancorp (“Company”) and
First Northern Bank of Dixon, its subsidiary, at their Annual Shareholders
Meeting approved the First Northern Community Bancorp 2006 Stock Incentive
Plan
(the “Plan”). The Plan will replace the current 2000 Stock Option Plan and
Outside Directors 2000 Nonstatutory Stock Option Plan, which will terminate
by
their terms in February 2007. The Plan was adopted by the Board of Directors
on
March 16, 2006, and will be effective on February 27, 2007 or such earlier
date
when the Board of Directors has terminated both the First Northern Community
Bancorp 2000 Stock Option Plan and the First Northern Community Bancorp
Outside
Directors 2000 Nonstatutory Stock Option Plan.
Under
the
Plan, 762,230 shares of common stock have been authorized for issuance.
This
number of shares represents the number of shares remaining for issuance
under
the 2000 Stock Option Plan and Outside Directors 2000 Nonstatutory Stock
Option
Plan. No participant in the Plan can receive option grants, stock appreciation
rights, restricted stock or stock units for more than 25,000 shares total
in any
calendar year.
With
respect to awards granted to non-employee directors under the Plan during
the
term of the Plan, the total number of shares of common stock which may
be issued
upon exercise or settlement of such awards is 100,000 shares and no outside
director can receive option grants, stock appreciation rights, restricted
stock
or stock units for more than 3,000 shares total in any calendar year. Awards
granted to non-employee directors under the Plan will be vested as to all
shares
of common stock subject such awards in the event a change in control takes
place
with respect to the Company.
A
copy of
the Plan is filed herewith as Exhibit 10.1 and is incorporated by reference
herein.
Approval
of The Amended First Northern Community Bancorp Employee Stock Purchase
Plan
On
April
27, 2006, the Shareholders of the Company and First Northern Bank of Dixon
also
approved the Amended First Northern Community Bancorp Employee Stock Purchase
Plan which was initially approved by the Bank’s shareholders in 1997 and assumed
by the Company in May 2000 as the First Northern Community Bancorp Employee
Stock Purchase Plan. The amendments to the First Northern Community Employee
Stock Purchase Plan extended the termination date until March 2016 and
reduced
the number of shares eligible for issuance from 1,563,912 shares (of which
approximately 1,387,353 shares remain available for issuance) to 250,000
shares.
A
copy of
the Amended First Northern Community Bancorp Employee Stock Purchase Plan
is
filed herewith as Exhibit 10.2 and is incorporated by reference
herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
10.1
|
First
Northern Community Bancorp 2006 Stock Incentive Plan (incorporated
by
reference to Appendix A of the Company’s Definitive Proxy Statement on
Schedule 14A for its 2006 Annual Meeting of
Shareholders)
|
|
10.2
|
Amended
First Northern Community Bancorp Employee Stock Purchase Plan
(incorporated by reference to Appendix B of the Company’s Definitive Proxy
Statement on Schedule 14A for its 2006 Annual Meeting of
Shareholders)
|
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:
May
1, 2006 First
Northern Community Bancorp
(Registrant)
By: _/s/Louise
A. Walker________
Louise
A.
Walker
Senior
Executive Vice President
Chief
Financial Officer