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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
February 26, 2007
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WESTAMERICA BANCORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
001-9383 94-2156203
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(Commission File Number) (IRS Employer Identification No.)
1108 Fifth Avenue, San Rafael, California 94901
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(Address of Principal Executive Offices) (Zip Code)
(707) 863-6000
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(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:
[] 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-4c))
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Signatures
Pursuant to 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.
Westamerica Bancorporation
/s/ JOHN "ROBERT" THORSON
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John "Robert" Thorson
Senior Vice President and Chief Financial Officer
February 26, 2007
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Item 5.03 Amendment to Bylaws.
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AMENDMENT TO THE
WESTAMERICA BANCORPORATION BYLAWS
WHEREAS, a vacancy will exist on the Board of Directors due to death of
Carl R. Otto, Director; and
WHEREAS, the Board of Directors believes that it is in the best interests
of the Corporation and its shareholders to amend Article III, Section 3.02 of
the Corporation's Bylaws to decrease the fixed number of directors from ten (10)
to nine (9);
NOW, THEREFORE, BE IT RESOLVED, That Article III, Section 3.02 of the
Corporation's Bylaws be hereby amended, effective February 22, 2007, to read in
full as follows:
Section 3.02. Number and Qualification of Directors.
The number of directors of the corporation shall be not less than eight
(8) nor more than fifteen (15). The exact number of directors shall be
nine (9) until changed, within the limits specified above, with the
approval of the board of directors (by resolution or by amendment of these
bylaws) or the shareholders. The indefinite number of directors may be
changed, or a definite number fixed without provision for an indefinite
number, by a duly adopted amendment to the articles of incorporation or by
an amendment to this bylaw duly adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote;
provided, however, that an amendment reducing the fixed number or the
minimum number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting of the
shareholders, or the shares not consenting in the case of action by
written consent, are equal to more than 16 2/3% of the outstanding shares
entitled to vote. No amendment may change the stated maximum number of
authorized directors to a number greater than two times the stated minimum
number of directors minus one.
FURTHER RESOLVED, that, effective as of the date hereof, the exact number
of directors shall be fixed at nine (9); and be it
FURTHER RESOLVED, that the Secretary of the Corporation be, and she hereby
is, authorized and directed to execute a Certificate of Secretary certifying the
Bylaw amendments adopted hereby and to place said Certificate of Secretary in
the minute book of the Corporation.