UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM8-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): January 30, 2018
TriCo Bancshares
(Exact name of registrant as specified in its charter)
| California | 0-10661 | 94-2792841 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||
63 Constitution Drive, Chico, California | 95973 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (530)898-0300
Check the appropriate box below if the Form8-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 rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On January 30, 2018, TriCo Bancshares announced its financial results for the three and twelve month periods ended December 31, 2017. A copy of the press release is attached as Exhibit 99.1 to this Form8-K and is incorporated herein by reference.
Item 8.01. Other Events
The only information contained in this Form8-K being filed for the purposes of Rule 425 the Securities Act is the information relating solely to the proposed merger between the Company and FNB Bancorp contained in the press release furnished herewith as Exhibit 99.1 and being filed under this Item 8.01.
Item 9.01: Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated January 30, 2018 | |
| * | The information furnished under Item 2.02 and Item 9.01 of this Current Period onForm 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of TriCo Bancshares under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing. |
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.
| TRICO BANCSHARES | ||||||
| Date: January 30, 2018 | /s/ Thomas J. Reddish | |||||
| Thomas J. Reddish, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||