United States
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 13, 2004
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FNB BANCORP
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation)
000-49693 92-2115369
(Commission File Number) (IRS Employer Identification No.)
975 El Camino Real, South San Francisco, California 94080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 588-6800
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[X] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 5, 2004, First National Bank of
Northern California (the "Bank"), a national banking association wholly owned by
the registrant, entered into (and announced its signing of) an Acquisition
Agreement with Sequoia National Bank, a national banking association with
offices in San Francisco, California ("Sequoia") and Hemisphere National Bank, a
national banking association based in Miami, Florida ("Hemisphere"), pursuant to
which the Bank proposes to acquire all of the assets and San Francisco banking
operations of Sequoia and Hemisphere proposes to simultaneously acquire and
merge with the remaining Sequoia national bank charter.
On December 13, 2004, the Bank, Sequoia and Hemisphere entered into a
First Addendum to Acquisition Agreement ("First Addendum") with Privee
Financial, Inc., a Delaware corporation and the registered bank holding company
for Hemisphere ("Privee"). Pursuant to the First Addendum, Privee has been made
a party to the Acquisition Agreement. The presence of Privee is expected to
streamline the regulatory approvals associated with the proposed merger between
Hemisphere and the remaining Sequoia national bank charter.
A copy of the First Addendum to Acquisition Agreement (without
exhibits), as signed by the Bank, Sequoia, Hemisphere and Privee as of December
13, 2004, is attached to this report as Exhibit 2.5 and is incorporated here by
reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
2.5 First Addendum to Acquisition Agreement, dated December 13,
2004, signed among First National Bank of Northern California,
Sequoia National Bank, Hemisphere National Bank and Privee
Financial, Inc., which includes the following forms as
exhibits which have been omitted from this report and which
the registrant agrees to furnish to the Commission
supplementally upon request:
Exhibit A: Stock Purchase Agreement (form revised)
Exhibit B: Bank Merger Agreement (form revised)
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.
FNB BANCORP (Registrant)
Dated: December 17, 2004. By: /s/ JAMES B. RAMSEY
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James B. Ramsey
Senior Vice President and
Chief Financial Officer
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