form8_k.htm
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: March 9, 2009
(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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On March
3, 2009, the Company amended its Articles of Incorporation in order to
participate in the U.S. Department of the Treasury’s voluntary Capital Purchase
Program (“Capital Purchase Program”). The amendments were approved by
the Company’s shareholders at the Special Meeting held on February 26,
2009. A copy of the Certificate of Amendment is attached as Exhibit
3.1 and incorporated by reference herein.
On March
4, 2009, the Company filed a Certificate of Determination with the California
Secretary of State creating a series of the Company’s preferred stock designated
as Fixed Rate Cumulative Perpetual Preferred Stock, Series A. The
Company anticipates that these shares of preferred stock will be issued to the
Department of Treasury pursuant to the Capital Purchase Program. A
copy of the Certificate of Determination is attached as Exhibit 3.2 and
incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits:
3.1 Certificate of
Amendment
3.2 Certificate of
Determination
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
9,
2009 First
Northern Community Bancorp
(Registrant)
By: /s/ Louise
A. Walker____________________
Louise A. Walker
Senior Executive Vice
President
Chief Financial Officer
EXHIBIT
INDEX
Exhibit
Number Description
3.1 Certificate
of Amendment
3.2 Certificate
of Determination