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): February 22, 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) Greater Bay Bancorp (the "Registrant") issued a press release on February 22, 2000 announcing its first quarter 2000 cash dividend. A copy of the press release is attached hereto as Exhibit 99.1. (b) On January 31, 2000, the Registrant completed its merger with Mt. Diablo Bancshares ("MDB"), which was accounted for using the pooling of interests method of accounting. Attached hereto as Exhibit 99.2 are the Registrant's interim financial data as of February 29, 2000 showing 30 days of post-combination operating results. Upon filing of this interim financial data, the Registrant's supplemental consolidated financial statements included in the Registrant's Current Report on Form 8-K, filed with the SEC on February 1, 2000, become the historical consolidated financial statements of the Registrant. Item 7. Financial Statements and Exhibits. Exhibits - -------- 99.1 Press Release dated February 22, 2000 99.2 Interim Financial Data as of February 29, 2000 2 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 30, 2000 By: /s/ Linda M. Iannone -------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 99.1 Press Release dated February 22, 2000 99.2 Interim Financial Data as of February 29, 2000 4