SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report: July 18, 2006
(Date of earliest event reported)
First Regional Bancorp
(Exact name of registrant as specified in its charter)
California | 000-10232 | 95-3582843 |
(State of | (Commission File Number) | (IRS Employer |
incorporation) |
| Identification No.) |
1801 Century Park East, Suite 800
Los Angeles, California 90067
(Address of principal executive offices, including zip code)
(310) 552-1776
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
This Form 8-K/A (Amendment No. 1) has been filed solely for the purpose of including Items 7.01 and 8.01 on the Submission Header. These Items were inadvertently omitted from the Header of the Form 8-K originally filed by the Registrant with the Securities and Exchange Commission (“SEC”) on July 20, 2006.
Please note that, except as expressly indicated above, the information contained in this Form 8-K/A filing has not been changed from the original Form 8-K filed with the SEC on July 20, 2006 and, accordingly, such information remains unchanged.
Item 2.02 Results of Operations and Financial Condition.
(a) First Regional Bancorp issued a press release on July 18, 2006 announcing its financial results for the quarter ended June 30, 2006. The press release is furnished as Exhibit 99.1 and is hereby incorporated by reference in its entirety.
Item 7.01 Regulation FD Disclosure.
First Regional’s earnings during the second quarter of 2006 included two non-recurring gains totaling $443,000. This amount included a gain of $268,000 resulting from the redemption by MasterCard Worldwide of a portion of its Class B common stock. First Regional had earlier acquired the stock pursuant to MasterCard Worldwide’s reorganization of its membership interests into classes of common stock. The amount also included a $175,000 gain recognized by First Regional Bank’s Merchant Services division in connection with the sale of a small portfolio of credit card merchant accounts.
The following is a schedule of new loans booked (not including loan renewals) by First Regional’s subsidiary, First Regional Bank, during each month of the first half of 2006:
Month |
| New Loans Booked |
| |
|
|
|
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January |
| $ | 91,784 |
|
|
|
|
| |
February |
| 116,550 |
| |
|
|
|
| |
March |
| 132,926 |
| |
|
|
|
| |
First Quarter Total |
| $ | 341,260 |
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April |
| $ | 84,667 |
|
|
|
|
| |
May |
| 120,392 |
| |
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June |
| 134,887 |
| |
|
|
|
| |
Second Quarter Total |
| $ | 339,946 |
|
The following is a schedule describing the primary components of First Regional Bank’s loan portfolio as of March 31 and June 30, 2006:
|
| Disbursed Balance |
| Percentage |
| Disbursed Balance |
| Percentage |
| ||
Commercial Real Estate Loans |
|
|
|
|
|
|
|
|
| ||
Construction Loans |
| $ | 277,360 |
| 15.3 | % | $ | 303,492 |
| 16.7 | % |
Mini-Perm Loans |
| 308,279 |
| 17.0 | % | 266,735 |
| 14.7 | % | ||
Bridge Loans |
| 1,040,592 |
| 57.3 | % | 1,035,804 |
| 57.1 | % | ||
Other |
| 27,515 |
| 1.5 | % | 28,455 |
| 1.6 | % | ||
|
| 1,653,746 |
| 91.1 | % | 1,634,486 |
| 90.1 | % | ||
Commercial Non-Real Estate Secured Loans |
| $ | 161,228 |
| 8.9 | % | $ | 178,939 |
| 9.9 | % |
|
|
|
|
|
|
|
|
|
| ||
Total |
| $ | 1,814,974 |
| 100 | % | $ | 1,813,425 |
| 100 | % |
On July 20, 2006, First Regional Bancorp announced that it had declared a 3-for-1 stock split. As a result of the stock split, First Regional shareholders will receive two additional shares for every share held at the close of business on the record date of July 31, 2006. The additional shares will be mailed or delivered on or about August 21, 2006 by First Regional’s transfer agent, Mellon Investor Services.
First Regional currently has approximately 4.1 million shares outstanding, which will increase to approximately 12.3 million after the stock split. In connection with the stock split, the authorized number of shares will likewise be increased from 50 million to 150 million shares. A press release announcing the stock split is included as Exhibit 99.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006
99.2 Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split
This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein may constitute forward-looking statements. Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.
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SIGNATURE
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.
Dated: July 20, 2006
FIRST REGIONAL BANCORP | ||
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| By: | /s/ THOMAS E. MCCULLOUGH |
|
| Thomas E. McCullough |
|
| Corporate Secretary |
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Exhibit Index
99.1 Press Release of First Regional Bancorp, dated July 18, 2006, announcing financial results for the quarter ended June 30, 2006
99.2 Press Release of First Regional Bancorp, dated July 20, 2006, announcing 3-for-1 stock split
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