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) December 11, 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 (Commission (IRS Employer
of 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 5.03. Amendment to Articles of Incorporation
Three- for- Two Stock Split. As previously reported on a Current Report on Form
8-K filed November 24, 2004, 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 became effective once a certificate
of amendment to North Bay's articles of incorporation was filed with the
California Secretary of State. The amendment to articles also resulted in a
proportionate increase in North Bay's authorized, but unissued common stock. No
shareholder approval was required.
The amendment was filed by the California Secretary of State on December 11,
2004, effective December 6, 2004.
A copy of the amendment is attached as Exhibit 3 to this Report.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
3. Certificate of Amendment of Articles of Incorporation effecting
a 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: December 13, 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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A0620947
State of California
[GRAPHIC OMITTED]
SECRETARY OF STATE
I, Kevin Shelley, Secretary of State of the [GRAPHIC OMITTED]
State of California, hereby certify:That the
attached transcript of 1 page(s) has been compared OFFICE OF THE
with the record on file in this office, of which SECRETARY OF STATE
it purports to be a copy, and that it is full, SEAL
true and correct.
IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the
State of California this day of December 11, 2004
/s/ Kevin Shelly
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STATE OF CALIFORNIA SEAL Secretary of State
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AO620947 ENDORSED - FILED
In the office of the Secretary of
State of the State of California
DEC-6 2004
KEVIN SHELLEY
Secretary of State
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
NORTH BAY BANCORP
TERRY L. ROBINSON and WYMAN G. SMITH hereby certify that:
(1) They are the President and Chief Executive Officer and the Secretary,
respectively, of North Bay
Bancorp, a California corporation.
(2) So much of Article IV of the Articles of Incorporation of this
corporation as presently reads:
"(a) North Bay Bancorp (hereinafter the "Corporation") is authorized to
issue two classes of shares, designated "Common Stock" and "Preferred
Stock," respectively. The number of shares of Common Stock authorized to be
issued is Ten Million (10,000,000) and the number of shares of Preferred
Stock authorized to be issued is Five Hundred Thousand (500,000)."
is amended to read:
"(a) North Bay Bancorp (hereinafter the "Corporation") is authorized to
issue two classes of shares, designated "Common Stock" and "Preferred
Stock," respectively. The number of shares of Common Stock authorized to be
issued is Fifteen Million (15,000,000) and the number of shares of
Preferred Stock authorized to be issued is Five Hundred Thousand (500,000).
Upon the amendment of this Article, each two (2) outstanding shares of
Common Stock is split into three (3) shares of Common Stock."
(3) The amendment herein set forth has been duly approved by the Board of
Directors.
(4) The corporation has only one class of shares outstanding and the
amendment effects only a stock split and the increase in the authorized
number of shares provided in the amendment is in proportion to the
split
/s/ Terry L. Robinson /s/ Wyman G. Smith
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Terry L. Robinson Wyman G. Smith
President Corporate Secretary
Executed at Napa, California on November 22, 2004.
/s/ Terry L. Robinson /s/ Wyman G. Smith, III
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Terry L. Robinson Wyman G. Smith III `
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OFFICE OF THE SECRETARY OF STATE SEAL
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