SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 22, 2004
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NORTH BAY BANCORP
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(Exact name of registrant as specified in its charter)
California 0-31080 68-0434802
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1190 Airport Road, Suite 101, Napa, California 94558
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 257-8585
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N/A
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(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-4c))
Item 8.01. Other Matters
Three- for- Two Stock Split. On November 22, 2004, the Board of Directors of
North Bay Bancorp approved a three-for-two stock split, which will be accounted
for as a 50% stock dividend. The stock split will be effective once a
certificate of amendment to North Bay's articles of incorporation is filed with
the California Secretary of State. The amendment to articles will also result in
a proportionate increase in North Bay's authorized, but unissued common stock.
The anticipated effective date is December 6, 2004, with the additional shares
to distributed on December 16, 2004. No shareholder approval is required.
A press release announcing the stock split was issued on November 23, 2004. A
copy of the press release is attached to this Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release announcing three-for-two stock split.
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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: November 23, 2004 NORTH BAY BANCORP
/s/ Terry L. Robinson
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Terry L. Robinson, President and Chief
Executive Officer (Principal Executive Officer)
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