UNITED STATES
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 (Date of earliest event reported) November 3, 2008
PACIFIC COAST NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
California | 000-51960 | 61-1453556 |
(State or other jurisdiction | (Commission File No.) | (IRS Employer |
jurisdiction of incorporation) | Identification Number) |
905 Calle Amanecer, San Clemente, California | 92673 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (949) 361-4300
N/A
(Former name or former address, if changed since last report)
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:
9 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
9 | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
9 | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
9 | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
On November 3, 2008, Pacific Coast National Bancorp (the “Company”) sold five units, for an aggregate purchase price of $250,000 ($50,000 per unit), consisting of an aggregate of 52,630 shares of the Company’s common stock (10,526 shares per unit) and warrants, exercisable for three years, to purchase an aggregate of 10,530 shares of the Company’s common stock (2,106 shares per unit) at an exercise price of $4.75 per share. As reported in the Current Report on Form 8-K filed by the Company on October 6, 2008, the Company previously sold 20 units, for an aggregate purchase price of $1,000,000, consisting of an aggregate of 210,520 shares of the Company’s common stock and three-year warrants to purchase an aggregate of 42,120 shares of the Company’s common stock at an exercise price of $4.75 per share. Together, these transactions resulted in gross proceeds to the Company of $1,250,000 and the issuance of 263,150 shares of common stock and warrants exercisable for 52,650 shares of common stock.
The units were sold in a private placement to accredited investors, including certain directors of the Company, in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act and Rule 506 of the Securities and Exchange Commission promulgated thereunder. The Company did not pay any underwriting discounts or commissions in connection with these transactions.
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.
PACIFIC COAST NATIONAL BANCORP | |||
Date: November 7, 2008 | By: | /s/ Michael S. Hahn | |
Michael S. Hahn | |||
President and Chief Executive Officer | |||