SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
July 31, 2006
SAN JOAQUIN BANCORP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA _________ 20-5002515
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1000 TRUXTUN AVENUE
BAKERSFIELD, CALIFORNIA 93301
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (661) 281-0300
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:
[_] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
See Item 8.01 below.
ITEM 8.01 OTHER EVENTS.
COMPLETION OF BANK HOLDING COMPANY REORGANIZATION
On May 9, 2006, San Joaquin Bank, a California state chartered bank (the
"Bank"), announced its intention to reorganize into a bank holding company form.
San Joaquin Bancorp, a California corporation ("Bancorp") was incorporated on
May 6, 2006 in connection with the contemplated reorganization into bank holding
company form.
On May 9, 2006, the Bank, Bancorp and San Joaquin Reorganization Corp., a
California corporation and wholly- owned subsidiary of Bancorp ("Reorganization
Corp."), entered into an Agreement and Plan of Reorganization pursuant to which
Reorganization Corp. would be merged (the "Merger") with and into the Bank, with
the Bank being the surviving corporation. Upon consummation of the Merger, the
Bank would become a wholly-owned subsidiary of Bancorp and the shareholders of
the Bank would receive one share of Bancorp common stock in exchange for each
share of Bank common stock held by such shareholder.
At the Bank's Annual Meeting of Shareholders on June 20, 2006, the Merger was
approved by the affirmative vote of a majority of the outstanding shares of the
Bank's common stock. A copy of the Proxy Statement/Offering Circular as
distributed to the Bank's shareholders in connection with the Annual Meeting is
filed as Exhibit 99.6.
On July 31, 2006, an Agreement of Merger was filed with the Secretary of State
of the State of California and the Merger became effective as of the close of
business on July 31, 2006. As a result of the Merger, the Bank has become a
wholly-owned subsidiary of Bancorp and the one-for-one share exchange described
above has been completed. The securities issued in connection with the Merger
were issued in reliance upon an exemption from registration with the Securities
Exchange Commission (the "Commission") as provided by Section 3(a)(12) of the
Securities Act of 1933, as amended, and similar provisions under applicable
state law which provide exemptions from the securities registration or
qualification provisions. In addition, Bancorp assumed all outstanding stock
options of the Bank exercisable into shares of Bank common stock upon
consummation of the Merger. Such stock options continue to have, and be subject
to, the same terms and conditions of such stock options immediately prior to the
consummation of the Merger, except that such options are now exercisable into
Bancorp common stock.
The directors and officers of Bancorp following the Merger are the same
directors and officers of the Bank, except that Bruce Maclin is Chief Executive
Officer and Bart Hill is the President of Bancorp.
Attached as Exhibit 99.1 and incorporated herein by reference is a copy of the
press release dated August 1, 2006, with respect to the consummation of the
Merger.
Prior to the Merger, the Bank's common stock was registered under Section 12(g)
of the Securities Exchange Act of 1934 (the "Exchange Act"). The Bank was
subject to the information requirement of the Exchange Act and in accordance
with Section 12(i) thereof, filed annual and quarterly reports, proxy statements
and other information with the Federal Deposit Insurance Corporation ("FDIC").
As a result of the Merger, Bancorp is a successor issuer to the Bank as provided
in Rule 12g-3(a) under the Exchange Act and Bancorp's common stock is deemed
registered under Section 12(g) of the Exchange Act. Bancorp has become subject
to the information requirements of the Exchange Act and will file reports, proxy
statements and other information with the SEC. This Current Report on Form 8-K
is Bancorp's initial report to the Securities and Exchange Commission under the
Exchange Act.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
See the Bank's Annual Report on Form 10-K for the fiscal year ended December 31,
2005, as amended by Amendment No.1 to Annual Report on Form 10-K for the fiscal
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year ended December 31, 2005, as filed with the FDIC and Quarterly Report on
Form 10-Q for the quarter ended March 31, 2006, filed with the FDIC pursuant to
Section 12(i) of the Exchange Act and filed herewith as Exhibits 99.2, 99.3 and
99.4, respectively.
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
3.1 Articles of Incorporation of San Joaquin Bancorp
3.2 Bylaws of San Joaquin Bancorp
4.1 Specimen Common Stock Certificate
21.1 Subsidiaries of San Joaquin Bancorp
99.1 Press Release dated August 1, 2006
99.2 Annual Report on Form 10-K for the fiscal year ended December 31,
2005 of San Joaquin Bank, as filed with the FDIC
99.3 Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 of San Joaquin Bank, as filed with the
FDIC
99.4 Quarterly Report on Form 10-Q for the quarter ended March 31,
2006 of San Joaquin Bank, as filed with the FDIC
99.5 Current Report on Form 8-K dated August 1, 2006, as filed with
the FDIC by San Joaquin Bank on August 2, 2006
99.6 Proxy Statement/Offering Circular of San Joaquin Bank and San
Joaquin Bancorp, dated May 15, 2006
99.7 San Joaquin Bancorp Stock Option Plan
99.8 San Joaquin Bancorp 1999 Stock Incentive Plan
99.9 Form of Incentive Stock Option Agreement pursuant to 1999 Stock
Incentive Plan of San Joaquin Bancorp
99.10 Form of Non-Qualified Stock Option Agreement pursuant to 1999
Stock Incentive Plan of San Joaquin Bancorp
99.11 Amended and Restated Executive Salary Continuation Agreement
dated June 18, 2004 between San Joaquin Bank and Bruce Maclin
99.12 Amended and Restated Executive Salary Continuation Agreement
dated June 18, 2004 between San Joaquin Bank and Bart Hill
99.13 Amended and Restated Executive Salary Continuation Agreement
dated June 13, 2003 between San Joaquin Bank and Stephen Annis
99.14 Amended and Restated Executive Salary Continuation Agreement
dated June 11, 2003 between San Joaquin Bank and John W. Ivy
99.15 Change in Control Agreement dated January 28, 1999 between San
Joaquin Bank and Bruce Maclin
99.16 First Amendment to Change in Control Agreement dated June 7, 2001
between San Joaquin Bank and Bruce Maclin
99.17 Second Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Bruce Maclin
99.18 Change in Control Agreement dated January 28, 1999 between San
Joaquin Bank and Bart Hill
99.19 First Amendment to Change in Control Agreement dated June 7, 2001
between San Joaquin Bank and Bart Hill
99.20 Second Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Bart Hill
99.21 Change in Control Agreement dated June 7, 2001 between San
Joaquin Bank and Stephen Annis
99.22 First Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Stephen Annis
99.23 Change in Control Agreement dated June 7, 2001 between San
Joaquin Bank and John W. Ivy
99.24 First Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and John W. Ivy
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99.25 Deferred Fee Agreement dated October 9, 1996 between San Joaquin
Bank and Louis Barbich
99.26 Addendum to Deferred Fee Agreement dated April 30, 2003 between
San Joaquin Bank and Louis Barbich
99.27 Agreement dated October 22, 2005 between San Joaquin Bank and
Continental Stock Transfer and Trust Company regarding the
appointment of Continental Stock Transfer and Trust Company as
the Bank's transfer agent.
99.28 Resolution of the Board of Directors of San Joaquin Bank
increasing the applicable limit on annual benefits payable to
Bruce Maclin and Bart Hill pursuant to their Amended and Restated
Executive Salary Continuation Agreements dated June 18, 2004
99.29 Statement relating to the payment of club dues for Executive
Officers of San Joaquin Bank
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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 hereunto duly authorized.
Date: August 3, 2006 SAN JOAQUIN BANCORP
By: /s/ BART HILL
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Name Bart Hill
Title: President
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3.1 Articles of Incorporation of San Joaquin Bancorp
3.2 Bylaws of San Joaquin Bancorp
4.1 Specimen Common Stock Certificate
21.1 Subsidiaries of San Joaquin Bancorp
99.1 Press Release dated August 1, 2006
99.2 Annual Report on Form 10-K for the fiscal year ended December 31,
2005 of San Joaquin Bank, as filed with the FDIC
99.3 Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
ended December 31, 2005 of San Joaquin Bank, as filed with the
FDIC
99.4 Quarterly Report on Form 10-Q for the quarter ended March 31,
2006 of San Joaquin Bank, as filed with the FDIC
99.5 Current Report on Form 8-K dated August 1, 2006, as filed with
the FDIC by San Joaquin Bank on August 2, 2006
99.6 Proxy Statement/Offering Circular of San Joaquin Bank and San
Joaquin Bancorp, dated May 15, 2006
99.7 San Joaquin Bancorp Stock Option Plan
99.8 San Joaquin Bancorp 1999 Stock Incentive Plan
99.9 Form of Incentive Stock Option Agreement pursuant to 1999 Stock
Incentive Plan of San Joaquin Bancorp
99.10 Form of Non-Qualified Stock Option Agreement pursuant to 1999
Stock Incentive Plan of San Joaquin Bancorp
99.11 Amended and Restated Executive Salary Continuation Agreement
dated June 18, 2004 between San Joaquin Bank and Bruce Maclin
99.12 Amended and Restated Executive Salary Continuation Agreement
dated June 18, 2004 between San Joaquin Bank and Bart Hill
99.13 Amended and Restated Executive Salary Continuation Agreement
dated June 13, 2003 between San Joaquin Bank and Stephen Annis
99.14 Amended and Restated Executive Salary Continuation Agreement
dated June 11, 2003 between San Joaquin Bank and John W. Ivy
99.15 Change in Control Agreement dated January 28, 1999 between San
Joaquin Bank and Bruce Maclin
99.16 First Amendment to Change in Control Agreement dated June 7, 2001
between San Joaquin Bank and Bruce Maclin
99.17 Second Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Bruce Maclin
99.18 Change in Control Agreement dated January 28, 1999 between San
Joaquin Bank and Bart Hill
99.19 First Amendment to Change in Control Agreement dated June 7, 2001
between San Joaquin Bank and Bart Hill
99.20 Second Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Bart Hill
99.21 Change in Control Agreement dated June 7, 2001 between San
Joaquin Bank and Stephen Annis
99.22 First Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and Stephen Annis
99.23 Change in Control Agreement dated June 7, 2001 between San
Joaquin Bank and John W. Ivy
99.24 First Amendment to Change in Control Agreement dated April 30,
2003 between San Joaquin Bank and John W. Ivy
99.25 Deferred Fee Agreement dated October 9, 1996 between San Joaquin
Bank and Louis Barbich
99.26 Addendum to Deferred Fee Agreement dated April 30, 2003 between
San Joaquin Bank and Louis Barbich
99.27 Agreement dated October 22, 2005 between San Joaquin Bank and
Continental Stock Transfer and Trust Company regarding the
appointment of Continental Stock Transfer and Trust Company as
the Bank's transfer agent.
99.28 Resolution of the Board of Directors of San Joaquin Bank
increasing the applicable limit on annual benefits payable to
Bruce Maclin and Bart Hill pursuant to their Amended and Restated
Executive Salary Continuation Agreements dated June 18, 2004
99.29 Statement relating to the payment of club dues for Executive
Officers of San Joaquin Bank
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