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): June 24, 2002
PACIFIC STATE BANCORP
(Exact name of registrant as specified in its charter)
California 333-84908 61-1407606
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1889 W. March Lane 95207
Stockton, California
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (209) 870-3200
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(Former name or former address, if changed since last report.)
This Form 8-K consists of __ pages. The Exhibit Index is on Page 4.
Item 2. Acquisition or Disposition of Assets
On June 24, 2002, pursuant to a Plan of Reorganization and Merger Agreement
dated March 12, 2002 (the "Agreement"), the Registrant completed the
reorganization of Pacific State Bank (the "Bank") as its subsidiary (the
"Reorganization"). The Reorganization was accomplished by a reverse triangular
merger involving the Registrant, the Bank, and PSB Merger Corporation, a
wholly-owned subsidiary of the Registrant formed to facilitate the
Reorganization. A copy of the Agreement is filed with this report as Exhibit
99.1 and is incorporated in this item by reference.
Pursuant to the Agreement, PSB Merger Corporation was merged into the Bank
with the Bank as the surviving corporation (the "Merger"), and each share of the
Bank's common stock outstanding immediately prior to the Merger (813,207 shares)
was converted into one share of the Registrant's common stock. No other
consideration was paid by the Registrant. Registrant will continue to operate
the business of the Bank as it has been previously conducted. A copy of the
Bank's press release announcing the completion of the Reorganization is filed
with this report as Exhibit 99.2 and is incorporated in this item by reference.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Bank.
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(1) Audited balance sheets of Pacific State Bank as of December 31,
2001 and 2000 and related audited statements of income, changes in shareholders'
equity and cash flows for each of the three years in the three year period ended
December 31, 2001, the notes thereto and related manually signed report of
independent public accountant, are filed with this report as Exhibit 99.3 and
incorporated in this item by reference.
(2) The Bank's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002, as filed with the Board of Governors of the Federal Reserve
System, is filed with this report as Exhibit 99.4 and is incorporated in this
item by reference.
(b) Pro Forma Financial Information.
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Not applicable.
(c) Exhibits.
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See the Index of Exhibits, which is incorporated here by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC STATE BANCORP
(Registrant)
Date: June 24, 2002 By: /s/ STEVEN A. ROSSO
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Steven A. Rosso
President and Chief Executive Officer
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Exhibit Index
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No. Identity Page Nos.
- -- -------- --------
99.1 Plan of Reorganization and Merger Agreement (incorporated
by reference from Exhibit 2 to Registrant's Registration
Statement No. 333-84908 on Form S-4 filed with the Commission
on March 26, 2002)
99.2 Press Release
99.3 Audited Financial Statements (December 31, 2001) of Pacific
State Bank (incorporated by reference from pages 2-28 of
Exhibit 13 to Registrant's Registration Statement
No. 333-84908 on Form S-4 filed with the Commission on
March 26, 2002)
99.4 Pacific State Bank Form 10-Q (March 31, 2002)
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