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
May 31, 2000
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Date of Report (Date of Earliest Event Reported)
FIRST COMMUNITY BANCORP
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(Exact Name of Registrant As Specified In Its Charter)
CALIFORNIA
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(State or Other Jurisdiction of Incorporation)
00-30747 33-0885320
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(Commission File Number) (IRS Employer Identification No.)
6110 El Tordo
Rancho Santa Fe, California 92067
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(Address of Principal Executive Offices)(Zip Code)
(858) 756-3023
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(Registrant's Telephone Number, including Area Code)
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ITEM 2. MERGER WITH FIRST COMMUNITY BANK OF THE DESERT.
First Community Bancorp (the "Company") serves as the holding company
for Rancho Santa Fe National Bank ("RSF"). First Community Bank of the Desert
("FCBD") was an independent state chartered bank. On May 31, 2000, a subsidiary
of the Company merged with and into FCBD pursuant to an Agreement and Plan of
Merger, dated as of October 22, 1999, as amended (the "Merger Agreement"), by
and between the Company, RSF and FCBD, (the "Merger"). As a result of the
Merger, FCBD became a wholly-owned subsidiary of the Company.
Pursuant to the Merger Agreement, each issued and outstanding share of
common stock of FCBD ("FCBD Common Stock") prior to the Merger (other than as
provided in the Merger Agreement) was converted into the right to receive 0.3
shares (the "Conversion Number") of common stock of the Company ("Company Common
Stock"). In addition, each option and each warrant to acquire shares of FCBD
Common Stock outstanding immediately prior to the Effective Time (as defined in
the Merger Agreement) was converted into an option to acquire 0.3 shares of
Company Common Stock. Upon consummation of the Merger, the Company issued
approximately 1,392,873 shares of Company Common Stock to former holders of FCBD
Common Stock, and as a result, the former shareholders of FCBD Common Stock own
shares of Company Common Stock representing approximately 35.9% of the
outstanding shares of Company Common Stock.
The description of the Merger Agreement contained herein is qualified
in its entirety by reference to the Merger Agreement which is incorporated
herein as Exhibit 2.1. After giving effect to the Merger, the total assets of
the Company and its subsidiaries increased to approximately $318.6 million,
total deposits increased to approximately $286.9 million and total shareholder
equity increased to approximately $26.8 million as of March 31, 2000 on a
restated basis, before giving effect to merger costs and restructuring costs.
As a part of the Merger, William Powers, the President and Chief
Executive Officer of FCBD, was appointed to the Board of Directors of the
Company. A Press Release announcing consummation of the FCBD acquisition was
issued on June 1, 2000, a copy of which is attached hereto as Exhibit 99.1 and
is incorporated herein in its entirety by this reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Financial statements for FCBD required by this item are incorporated
herein in their entirety by this reference to Exhibit 99.2 hereto.
(B) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information required by this item is
incorporated herein in its entirety by this reference to Exhibit 99.3
hereto.
(C) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger dated as of October 22, 1999 among First
Community Bancorp, Rancho Santa Fe National Bank and First Community
Bank of the Desert (Exhibit 2.1 to First Community Bancorp's filing on
form S-4, dated May 5, 2000, incorporated herein by reference).
23.1 Consent of KPMG LLP.
99.1 Press Release.
99.2 Audited Balance Sheets of First Community Bank of the Desert as of
December 31, 1999 and 1998 and the related Statements of Operations,
Changes in Stockholders' Equity and Cash Flows for each of the years
in the three year period ended December 31, 1999 (Pages F-23 through
F-41 of First Community Bancorp's filing on form S-4, dated May 5,
2000, incorporated herein by reference).
99.3 Pro Forma Balance Sheets as of March 31, 2000 and December 31, 1999
and pro forma income statements for the three months ending March 2000
and March 1999 and pro forma income statements for each of the three
years ended December 31, 1999.
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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 hereunder duly authorized.
Dated: June 9, 2000
FIRST COMMUNITY BANCORP
By: /s/ Arnold C. Hahn
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Name: Arnold C. Hahn
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
2.1 Agreement and Plan of Merger dated as of October 22, 1999 among First
Community Bancorp, Rancho Santa Fe National Bank and First Community
Bank of the Desert (Exhibit 2.1 to First Community Bancorp's filing on
form S-4, dated May 5, 2000, incorporated herein by reference).
23.1 Consent of KPMG LLP.
99.1 Press Release.
99.2 Audited Balance Sheets of First Community Bank of the Desert as of
December 31, 1999 and 1998 and the related Statements of Operations,
Changes in Stockholders' Equity and Cash Flows for each of the years
in the three year period ended December 31, 1999 (Pages F-23 through
F-41 of First Community Bancorp's filing on form S-4, dated May 5,
2000, incorporated herein by reference).
99.3 Pro Forma Balance Sheets as of March 31, 2000 and December 31, 1999
and pro forma income statements for the three months ending March 2000
and March 1999 and pro forma income statements for each of the three
years ended December 31, 1999.
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