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): December 22, 1999 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 December 22, 1999 the ("Closing Date"), Greater Bay Bancorp (the "Registrant") consummated the sale of 535,000 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 December 21, 1999, 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 $19,795,000. In addition, the Registrant entered into a Registration Rights Agreement with the Investors pursuant to which the Registrant has agreed to file, within thirty (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. Item 7. Financial Statements and Exhibits. Exhibits - -------- 4.1 Securities Purchase Agreement, dated as of December 21, 1999, between the Registrant and the Investors 4.2 Registration Rights Agreement, dated as of December 22, 1999, between the Registrant and the Investors 99.1 Press Release dated December 22, 1999 re completion of the offering 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: December 27, 1999 By: /s/ Linda M. Iannone -------------------- Linda M. Iannone Senior Vice President and General Counsel 3 Exhibit Index ------------- 4.1 Securities Purchase Agreement, dated as of December 21, 1999, between the Registrant and the Investors 4.2 Registration Rights Agreement, dated as of December 22, 1999, between the Registrant and the Investors 99.1 Press Release dated December 22, 1999 regarding completion of the offering 4