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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (date of Earliest Event Reported): September 5, 1997
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-25034 77-0387041
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification Number)
2860 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address of principal executive offices and ZIP Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 813-8200
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Pursuant to an Agreement and Plan of Reorganization by and among
Greater Bay Bancorp ("GBB"), GBB Acquisition Corp., a wholly-owned subsidiary of
GBB ("Newco"), and Peninsula Bank of Commerce, a California state chartered bank
("PBC"), dated as of September 5, 1997 (the "Reorganization Agreement"), GBB
will acquire PBC via the merger of Newco with and into PBC, with PBC as the
surviving entity which will continue to operate as a banking subsidiary of GBB.
Pursuant to the Reorganization Agreement, each share of PBC common stock, no par
value, will be converted into the right to receive approximately 1.2 shares of
GBB common stock, no par value, subject to certain adjustments.
In connection with the Reorganization Agreement, PBC and GBB entered
into a Stock Option Agreement dated September 5, 1997 (the "Stock Option
Agreement"), pursuant to which PBC granted GBB an option, exercisable upon the
occurrence of certain events, to purchase up to 19.9% of the issued and
outstanding shares of PBC common stock.
Attached to this report as Exhibits 2.0 and 10.0 are conformed copies
of the executed Reorganization Agreement and the Stock Option Agreement,
respectively. Additional information concerning the Reorganization Agreement and
the transactions contemplated thereby is contained in the press release dated
September 8, 1997, attached hereto as Exhibit 99.0.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable.
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(b) Pro Forma Financial Statements.
Not applicable.
(c) Exhibits.
2.0 Agreement and Plan of Reorganization by and among Greater Bay
Bancorp, GBB Acquisition Corp. and Peninsula Bank of Commerce.
10.0 Stock Option Agreement between Greater Bay Bancorp and Peninsula
Bank of Commerce.
99.0 Press Release relating to the Agreement and Plan of
Reorganization and transactions contemplated thereby.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
Not applicable.
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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.
GREATER BAY BANCORP
Dated: September 12, 1997 /s/ Steven C. Smith
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Steven C. Smith, Executive Vice
President,
Chief Operating Officer and Chief
Financial Officer
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EXHIBIT INDEX
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2.0 Agreement and Plan of Reorganization by and among Greater Bay Bancorp,
GBB Acquisition Corp. and Peninsula Bank of Commerce
10.0 Stock Option Agreement between Greater Bay Bancorp and Peninsula Bank
of Commerce
99.0 Press Release relating to the Agreement and Plan of Reorganization and
the transactions contemplated thereby
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