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): May 28, 2019
BAYCOM CORP
(Exact name of registrant as specified in its charter)
| California | 001-38483 | 37-1849111 |
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| 500 Ygnacio Valley Road, Suite 200, Walnut Creek, CA | 94596 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (925) 476-1800
Not Applicable
(Former name or former address, if changed from 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 (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, no par value per share | | BCML | | The NASDAQ Stock Market LLC |
Item 8.01. Other Events
Effective May 24, 2019, BayCom Corp (Nasdaq: BMCL), parent company of United Business Bank, completed its previously announced acquisition of Uniti Financial Corporation (“Uniti”), headquartered in Buena Park, California and the merger of Uniti Bank, the bank subsidiary of Uniti, into United Business Bank.
Upon completion of the merger, BayCom will pay aggregate consideration to Uniti shareholders of 1,115,006 shares of BayCom common stock and $35.5 million in cash. For each share of Uniti common stock, each Uniti shareholder will receive $2.30 in cash and 0.07234 shares of BayCom’s common stock with cash to be paid in lieu of any fractional shares.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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 thereunto duly authorized.
| | BAYCOM CORP |
| | |
| Date: May 28, 2019 | /s/ Keary L Colwell |
| | Keary L. Colwell, Senior Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) and Secretary |
