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): August 8, 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. On August 8, 2000, Greater Bay Bancorp (the "Registrant") entered into a Stock Purchase Agreement with The Matsco Companies Inc. ("Matsco") and the shareholders thereof providing for the acquisition by the Registrant of all of the outstanding shares of capital stock of Matsco, subject to the terms and conditions therein, including the receipt of all required regulatory approvals. Item 7. Financial Statements and Exhibits. Exhibits - -------- 2 Stock Purchase Agreement, dated as of August 8, 2000, by and among Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders thereof 99.1 Press Release dated August 8, 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: August 8, 2000 By: /s/ Linda M. Iannone --------------------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 2 Stock Purchase Agreement, dated as of August 8, 2000 by and among Greater Bay Bancorp, The Matsco Companies Inc. and the shareholders thereof 99.1 Press Release dated August 8, 2000 4