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 21, 1996 --------------- CUPERTINO NATIONAL BANCORP ------------------------------------------ (Exact name of registrant as specified in its charter) California 0-18015 33-0060898 - ------------------ ----------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 20230 Stevens Creek Blvd, Cupertino CA 95014 - ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (408) 996-1144 -------------- NONE ----------------------------------------------------------------- (Former name or former address, if changed since last report.) The Exhibit Index is on Page 4. Page 1 of 61 Pages Item 5. Other Events. ------------ The Registrant and Mid-Peninsula Bancorp, Palo Alto, California, have entered into a Second Amended and Restated Agreement and Plan of Reorganization and Merger dated August 20, 1996, which amends the Amended and Restated Agreement and Plan of Reorganization and Merger dated June 26, 1996, in order to make certain technical corrections and to delete certain provisions related to employment agreements as conditions to consummation of the transactions contemplated pursuant to the Agreement. The foregoing description is qualified by reference to the Second Amended and Restated Agreement and Plan of Reorganization and Merger dated August 20, 1996, attached hereto as Exhibit 2.1 and incorporated herein by reference. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Not applicable. (b) Not applicable. (c) Exhibits. -------- 2.1 Second Amended and Restated Agreement and Plan of Reorganization and Merger dated August 20, 1996. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Bancorp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CUPERTINO NATIONAL BANCORP Date: August 21, 1996 By:/s/ C. Donald Allen --------------------------------- C. Donald Allen President and Chief Executive Officer -3- Exhibit Index ------------- Exhibit No. Description ----------- ----------- 2.1 Second Amended and Restated Agreement and Plan of Reorganization and Merger dated August 20, 1996 -4-