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) May 1, 2006
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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 Events.
Press Release. On May 1, 2006, North Bay Bancorp issued a press release
announcing an organizational restructuring. A copy of the press release is
attached to this Current Report as Exhibit 99.1 and incorporated into this
report by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release announcing an organizational restructuring.
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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: May 1, 2006 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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Exhibit 99.1
[GRAPHIC OMITTED][NORTH BAY BANCORP LOGO]
[GRAPHIC OMITTED][THE VINTAGE BANK LOGO]
FOR IMMEDIATE RELEASE:
Contact:
Terry L. Robinson
President & CEO
North Bay Bancorp
(707) 252-5024
trobinson@northbaybancorp.com
NORTH BAY BANCORP AND THE VINTAGE BANK SUBSIDIARY
ANNOUNCE ORGANIZATIONAL RESTRUCTURING!
May 1, 2006 - Napa, CA - North Bay Bancorp and its wholly-owned subsidiary, The
Vintage Bank, today announced a new organizational structure. "This
reorganization adopts industry best practices and capitalizes on the strengths
of our senior managers, positioning us to achieve our ambitious plans for the
next several years," stated Terry Robinson, President and CEO of the holding
company.
Glen C. Terry, President of The Vintage Bank, will assume additional
responsibilities overseeing the four offices of the Solano Bank division in
addition to the six Napa County offices of The Vintage Bank that Glen has
managed since assuming presidency of the Bank in 2002. Additionally, the
marketing function for the combined company will now report to Mr. Terry.
Kathi Metro, Vintage Bank veteran of more than 20 years, will assume the Bank's
Senior Loan Executive role, relocating to the Vintage Main location at 1500
Soscol Avenue. "We are extremely fortunate to have Kathi take on this new role,"
Glen Terry noted. "She will be a welcome and familiar face to many of our
clients".
John Nerland, formerly President of the Solano Bank division, has been promoted
to lead the credit function for both The Vintage and Solano Banks. John's new
title is Senior Executive Vice President/Chief Credit Officer.
Other members of Executive Management include Patrick Phelan, who joined the
Company in November 2005 as Executive Vice President/Chief Financial Officer and
Virginia Robbins, who was appointed Executive Vice President/Chief Operating
Officer in February 2006. Pat is responsible for all Accounting and Finance
functions while Virginia oversees Information Technology, Central Operations,
Branch Administration and Human Resources.
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"These changes position us to manage the substantial growth that we are
anticipating in 2006 and beyond. The additions of Pat Phelan and Virginia
Robbins have significantly enhanced our capacity to effectively manage a larger
company. Promoting Glen Terry to President of the combined company, responsible
for all sales and marketing functions, significantly streamlines our structure
and eliminates duplication of roles. John Nerland has proven his outstanding
management skills as President of the Solano Bank division and now can utilize
those skills in taking the combined company to the next level overseeing credit.
Kathi Metro assuming her new role is key to our continued success in the highly
competitive Napa market," Robinson stated.
About North Bay Bancorp & The Vintage Bank
The Vintage Bank is a full-service commercial bank that offers a wide selection
of deposit, loan and investment services. The Bank, which opened in January of
1985, is proud to celebrate 21 years of service and growth throughout the Napa
Valley, Northern California's number one tourist destination and the nation's
premier wine producing region, with six locations in Napa County, including
offices in American Canyon, Gateway Industrial Park and St. Helena. The Solano
Bank division, opened in 2000 as a separately chartered bank, has offices in
Vacaville, Fairfield, Vallejo and Benicia. Solano County, projected to be the
Bay Area's fastest growing County through year 2030, provides excellent growth
opportunities for the Bank.
North Bay Bancorp was formed in 1999 as the holding company for The Vintage
Bank. Its stock is publicly traded on the NASDAQ National Market under the
symbol NBAN.
This news release contains forward-looking statements with respect to the
financial condition, results of operation and business of North Bay Bancorp and
its subsidiary. These include, but are not limited to, statements that relate to
or are dependent on estimates or assumptions relating to the prospects of loan
growth, credit quality and certain operating efficiencies resulting from the
operations of The Vintage Bank and its Solano Bank Division. These
forward-looking statements involve certain risks and uncertainties. Factors that
may cause actual results to differ materially from those contemplated by such
forward-looking statements include, among others, the following possibilities:
(1) competitive pressure among financial services companies increases
significantly; (2) changes in the interest rate environment on interest margins;
(3) general economic conditions, internationally, nationally or in the State of
California are less favorable than expected; (4) legislation or regulatory
requirements or changes adversely affect the business in which the combined
organization will be engaged; (5) finalization of the year-end audit results;
(6) the ability to satisfy the requirements of the Sarbanes-Oxley Act and other
regulations governing internal control and (7) other risks detailed in the North
Bay Bancorp reports filed with the Securities and Exchange Commission.
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