UNITED STATES
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
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Date of Report (Date of earliest event reported): SEPTEMBER 1, 2006
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SAN JOAQUIN BANCORP
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(Exact name of registrant as specified in charter)
CALIFORNIA 000-52165 20-5002515
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1000 TRUXTUN AVENUE, BAKERSFIELD, CALIFORNIA 93301
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(Address of Principal Executive Offices) (Zip Code)
661-281-0360
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(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 (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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On September 1, 2006, San Joaquin Bancorp (the "Company") and San Joaquin
Bancorp Trust #1, a Delaware statutory trust (the "Trust"), entered into a
Purchase Agreement with TWE, Ltd. for the sale of $10 million of trust preferred
securities to be issued by the Trust and guaranteed by the Company on a
subordinated basis.
On September 1, 2006, the Trust issued $10 million of securities under an
Amended and Restated Declaration of Trust, dated as of September 1, 2006. The
trust preferred securities are guaranteed by the Company on a subordinated basis
pursuant to a Guarantee Agreement, dated as of September 1, 2006.
The trust preferred securities will have a floating annual distribution
rate, reset quarterly, equal to LIBOR plus 1.60%. Each of the trust preferred
securities represents an undivided interest in the assets of the Trust.
The Company will own all of the Trust's common securities. The Trust's only
assets will be the junior subordinated notes issued by the Company on
substantially the same payment terms as the trust preferred securities. The
Company's junior subordinated notes were issued pursuant to an Indenture, dated
as of September 1, 2006.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF THE REGISTRANT
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The information in Item 1.01 is hereby incorporated by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
10.1 Indenture, dated as of September 1, 2006, between San Joaquin
Bancorp and Wilmington Trust Company, as Trustee.
10.2 Guarantee Agreement, dated as of September 1, 2006, between
San Joaquin Bancorp, as Guarantor, and Wilmington Trust
Company, as Guarantee Trustee.
10.3 Amended and Restated Declaration of Trust of San Joaquin
Bancorp Trust #1, dated as of September 1, 2006.
99.1 Press Release announcing the issuance of $10 million in trust
preferred securities, dated September 5, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SAN JOAQUIN BANCORP
Date: September 5, 2006 By: /s/ Stephen M. Annis
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Stephen M. Annis
Executive Vice-President &
Chief Financial Officer