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) April 27, 1999
REGENCY BANCORP
(Exact name of registrant as specified in its charter)
California 000-23815 77-0378956
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7060 N. Fresno, Fresno, California 93720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (559) 438-2600
Not Applicable
(Former name or former address, if changed since last report).
Page 1 of 4 pages
The Exhibit Index is on Page 4.
Item 5. OTHER EVENTS.
The Registrant and Zions Bancorporation issued a joint press
release dated April 27, 1999, announcing the signing of an
Agreement and Plan of Merger dated as of April 27, 1999 (the
"Agreement"), by and among Zions Bancorporation, Regency
Bancorp and Regency Bank. Pursuant to the Agreement, Regency
Bancorp will merge with and into Zions Bancorporation in a
tax-free merger intended to be accounted for as a pooling of
interests (the "Merger") with outstanding shares of Regency
Bancorp converted into 0.3233 of a share of Zions
Bancorporation, subject to certain adjustments, and Regency
Bank will merge with and into California Bank and Trust, a
subsidiary of Zions Bancorporation. The Agreement includes
among its terms, the grant of a stock option to Zions
Bancorporation to acquire up to 19.9% of the outstanding
Regency Bancorp shares upon the occurrence of certain events
pursuant to a Stock Option Agreement dated as of April 27,
1999. The Merger is subject to the approval of Regency Bancorp
shareholders and applicable regulatory approvals. The
foregoing is qualified by reference to the Agreement and Plan
of Merger attached as Exhibit 2.1, the Stock Option Agreement
attached as Exhibit 2.2, and the joint press release attached
as Exhibit 99.1, which are incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS.
(2.1) Agreement and Plan of Merger dated April 27, 1999
(2.2) Stock Option Agreement dated as of April 27, 1999
(99.1) Joint press release dated April 27, 1999
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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.
REGENCY BANCORP
Date: May 4, 1999 /s/ STEVEN R. CANFIELD
----------------------
Steven R. Canfield
EVP & CFO
3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger date April 27, 1999
2.2 Stock Option Agreement dated as of April 27, 1999
99.1 Joint Press Release dated April 27, 1999
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