SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8 - K
(Filed pursuant to Rule 12g-3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 1, 2003
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MNB HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
California N/A 57-1159677
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
3060 Sixteenth Street San Francisco, California 94103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 826-3627
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N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
(a) On August 1, 2003, each of the outstanding shares of $5.00 par
value common stock of Mission National Bank (the "Bank") was converted into the
right to receive one share of no par value common stock of MNB Holdings
Corporation ("MNB" or the "Registrant") resulting in the shareholders of the
Bank becoming the shareholders of the Registrant, and further resulting in the
Bank becoming the wholly-owned subsidiary of the Registrant. The reorganization
took place in accordance with an Agreement and Plan of Reorganization entered
into as of December 12, 2002 by and among Registrant and the Bank (the "Plan of
Reorganization").
A summary description of the transaction is as follows:
Description of the Reorganization
At the direction of the Board of Directors of the Bank, management
incorporated MNB for the purpose of becoming a bank holding company under the
laws of the State of California. Upon the completion date of the reorganization,
the shares of capital stock of the respective parties to the Agreement and Plan
of Reorganization were converted as follows:
o Each share of the Bank's outstanding common stock was exchanged for
and converted into one share of MNB's common stock. Shareholders of the Bank are
entitled to exchange their present share certificates for new certificates
evidencing shares of MNB's common stock. Until the certificates are exchanged,
the certificates for shares of the Bank's common stock after the reorganization
will be deemed to represent shares of MNB's common stock.
o All options previously granted by the Bank were assumed by MNB with
the same terms and conditions and for the same number of shares of MNB's common
stock.
Implementation of the reorganization required the affirmative vote of
the holders of not less than two-thirds of the outstanding shares of the Bank's
common stock as well as a majority of the outstanding shares of common stock of
MNB. The requisite shareholder approvals were obtained on April 23, 2003. There
were no dissenting shareholders.
Shares of MNB's common stock issued in consideration of the
reorganization were issued pursuant to the exemption from registration provided
by Section 3(a)(12) of the Securities Act of 1933, as amended.
Operations under MNB
After consummation of the reorganization, the business of the Bank will
be carried on as a subsidiary of MNB. Administrative expenses and taxes incurred
in the operation of MNB will be in addition to those of the Bank. The
reorganization is not expected to result in any significant change in executive
compensation and benefits.
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Directors.
The number of authorized directors of MNB is presently fixed at seven
(7). Bank Directors Maritza Aberouette, Hugo N. Bonilla, Vincent D. Agbayani,
Samuel D. Cadelinia, Marivic S. Bamba, John Kerbleski, and Michael W. Moore were
appointed to serve as directors of MNB until the 2004 annual meeting of
shareholders of MNB and until their successors are elected and qualified.
Executive Officers
The following officers of the Bank have been appointed as the initial
officers of MNB:
Position Held Position Held
Name With Bank with MNB
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Vincent D. Agbayani Chairman of the Board and Chairman of the Board and
President President
Owen J. Erickson Chief Executive Officer Chief Executive Officer
J. David Joves Chief Financial Officer Chief Financial Officer
Michael W. Moore Director and Secretary Director and Secretary
(b) The securities of the Bank were registered pursuant to Section
12(g) of the Exchange Act, and the Bank filed reports required by Section 13 of
the Exchange Act with the OCC pursuant to Section 12(i) of the Exchange Act. As
a result of the consummation of the reorganization, the only share of the Bank's
common stock outstanding is the one (1) share owned by MNB. Accordingly, the
Bank is entitled to, and in fact will, deregister its common stock and terminate
its obligations, under the Exchange Act, to file reports and proxy statements
with the OCC.
The filing of this Current Report on Form 8-K by MNB pursuant to Rule
12g-3 begins Registrant's filings with the Securtities and Exchange Commission
pursuant to Section 12(g) of the Exchange Act.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
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2. Agreement and Plan of Reorganization dated December
12, 2002 and Amendment No. 1 thereto.
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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 25, 2003 MNB HOLDINGS CORPORATION
/s/ J. David Joves
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J. David Joves,
Chief Financial Officer
(Principal Accounting Officer)
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