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): March 23, 2000
Greater Bay Bancorp
(Exact name of registrant as specified in its charter)
California 77-0387041
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
Commission file number: 0-25034
2860 West Bayshore Road
Palo Alto, California 94303
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (650) 813-8200
Item 5. Other Events.
(a) On March 23, 2000 (the "Closing Date"), Greater Bay Bancorp (the
"Registrant") consummated the sale of 324,324 shares (the "Shares") of the
Registrant's common stock, no par value, in a private offering pursuant to a
Securities Purchase Agreement, dated as of March 22, 2000, between the
Registrant and certain investors identified therein (the "Investors"). The
Registrant sold the Shares for a purchase price of $37.00 per share, or an
aggregate amount of $12,000,000. In addition, the Registrant entered into a
Registration Rights Agreement, dated as of March 23, 2000, with the Investors
pursuant to which the Registrant has agreed to file, within 30 business days of
the Closing Date, a registration statement with the Securities and Exchange
Commission registering the Shares under the Securities Act of 1933, as amended.
(b) On March 23, 2000, the Registrant completed the issuance of $9,500,000
in Fixed Rate Capital Pass-Through Securities (liquidation amount $1,000 per
security) (the "Trust Preferred Securities") through the company's trust
subsidiary GBB Capital III, to a qualified institutional buyer. The Trust
Preferred Securities bear a 10 7/8% fixed rate of interest payable semi-
annually. GBB Capital III used the proceeds from the sale of the trust
preferred securities to purchase junior subordinated deferrable interest
debentures of Greater Bay Bancorp. Greater Bay Bancorp intends to invest a
portion of the net proceeds in one or more of its subsidiary banks to increase
their capital levels and intends to use the remaining net proceeds for general
corporate purposes. Under applicable regulatory guidelines, Greater Bay Bancorp
expects that a certain portion of the Trust Preferred Securities will qualify as
Tier I Capital, and the remaining portion will qualify as Tier II Capital.
Item 7. Financial Statements and Exhibits.
Exhibits
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4.1 Securities Purchase Agreement, dated as of March 22, 2000, between the
Registrant and the Investors
4.2 Registration Rights Agreement, dated as of March 23, 2000, between the
Registrant and the Investors
99.1 Press Release dated March 23, 2000 re completion of the offerings
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Greater Bay Bancorp
(Registrant)
Dated: March 24, 2000 By: /s/ Linda M. Iannone
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Linda M. Iannone
Senior Vice President and General
Counsel
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Exhibit Index
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4.1 Securities Purchase Agreement, dated as of March 22, 2000, between the
Registrant and the Investors
4.2 Registration Rights Agreement, dated as of March 23, 2000, between the
Registrant and the Investors
99.1 Press Release dated March 23, 2000 re completion of the offerings
4