SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 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): June 25, 2001
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SJNB Financial Corp.
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(Exact name of registrant as specified in its charter)
California 0-11771 77-0058227
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
One North Market Street
San Jose, California 95113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 947-7562
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Not Applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On June 25, 2001, SJNB Financial Corp. ("Company") and Greater Bay Bancorp
("GBB") issued a joint press release announcing the signing of an Agreement and
Plan of Reorganization (the "Agreement") providing for the merger of the Company
with and into GBB (the "Merger") in a tax-free reorganization intended to be
accounted for as a pooling of interests. The Agreement includes, among its
terms, the grant of a stock option to GBB to acquire up to 19.9% of the
outstanding stock of the Company upon the occurrence of certain events pursuant
to a Stock Option Agreement dated as of June 25, 2001. Consummation of the
Merger is subject to certain conditions, including the receipt of all required
regulatory approvals and the approval of the shareholders of the Company and
GBB. Following consummation of the Merger, San Jose National Bank, a wholly
owned subsidiary of the Company, will become a wholly owned subsidiary of GBB.
The foregoing is qualified by reference to the Agreement and Plan of
Reorganization attached as Exhibit 2.1, the Stock Option Agreement attached as
Exhibit 2.2 and the joint press release attached as Exhibit 99.1, which are
incorporated herein.
Item 7: Financial Statements and Exhibits.
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(c) Exhibits. The following is furnished in accordance with the provisions
of Item 601 of Regulation S-K.
Exhibit 2.1: Agreement and Plan of Reorganization dated as of
June 25, 2001, between the Registrant and Greater
Bay Bancorp.
Exhibit 2.2: Stock Option Agreement dated as of June 25, 2001,
between the Registrant and Greater Bay Bancorp.
Exhibit 99.1: Press Release dated June 25, 2001.
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.
Dated: June 25, 2001
SJNB FINANCIAL CORP.
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(Registrant)
By /s/ James R. Kenny
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James R. Kenny
President and
Chief Executive Officer
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