Page 1 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): August 8, 2005 -------------- WESTAMERICA BANCORPORATION -------------------------- (Exact Name of Registrant as Specified in Its Charter) CALIFORNIA ---------- (State or Other Jurisdiction of Incorporation) 001-9383 94-2156203 -------- ---------- (Commission File Number) (IRS Employer Identification No.) 1108 Fifth Avenue, San Rafael, California 94901 ---------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (707) 863-6000 -------------- (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)) Page 2 Exhibits --------- 99.1 Press release dated August 8, 2005 Item 5.02: Departure of Principal Officer ------------------------------------------ On August 8, 2005 Westamerica Bancorporation reported that Hans Tjian, Senior Vice President, Operations and Systems Division Manager, passed away from a sudden illness. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. Page 3 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/ DENNIS R. HANSEN ------------------------------------ Dennis R. Hansen Senior Vice President and Controller August 8, 2005 Page 4 INDEX TO EXHIBITS ----------------- Sequentially Exhibit No. Description Number Page ----------- ------------------------- ------------- (99.1) Press release dated 5 August 8, 2005 Page 5 Exhibit 99.1: ------------- FOR IMMEDIATE RELEASE August 8, 2005 WESTAMERICA NOTIFICATION OF SENIOR MANAGEMENT CHANGE San Rafael, CA: Westamerica Bancorporation (NASDAQ: WABC) reported today Hans Tjian, its Senior Vice President, Operations and Systems Division Manager, passed away on August 5, 2005 from a sudden illness. Mr. Tjian had served Westamerica in such capacity since 1989. "Hans served Westamerica with great conviction, foresight, and leadership. His contributions played a critical role in leading Westamerica to our current top- tier performance levels. We will miss Hans deeply, on both a professional and personal level," said Chairman, President & CEO David Payne. Westamerica Bancorporation Web Address: www.westamerica.com For additional information contact: Westamerica Bancorporation Robert A. Thorson - SVP & Treasurer 707-863-6840 FORWARD-LOOKING INFORMATION: The following appears in accordance with the Private Securities Litigation Reform Act of 1995: This press release may contain forward-looking statements about the Company, including descriptions of plans or objectives of its management for future operations, products or services, and forecasts of its revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words "believe," "expect," "anticipate," "intend," "plan," "estimate," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements, by their nature, are subject to risks and uncertainties. A number of factors - many of which are beyond the Company's control - could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. The Company's most recent annual and quarterly reports filed with the Securities and Exchange Commission, including the Company's Form 10-Q for the quarter ended March 31, 2005 and Form 10-K for the year ended December 31, 2004, describe some of these factors, including certain credit, market, operational, liquidity and interest rate risks associated with the Company's business and operations. Other factors described in these reports include changes in business and economic conditions, competition, fiscal and monetary policies, disintermediation, legislation including the Sarbanes-Oxley Act of 2002 and the Gramm-Leach-Bliley Act of 1999, the combination of the former Redwood Empire Bancorp and other mergers and acquisitions. Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date forward looking statements are made. ###