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 25, 2001
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 June 25, 2001, Greater Bay Bancorp (the "Registrant") entered into an
Agreement and Plan of Reorganization (the "Agreement") with SJNB Financial Corp.
("SJNB") providing for the merger of SJNB with and into the Registrant (the
"Merger"), subject to the terms and conditions therein, including the receipt of
all required regulatory approvals and the approval of the shareholders of the
Registrant and SJNB. As a result of the Merger, San Jose National Bank will
become a wholly owned subsidiary of the Registrant. In connection with the
Agreement, SJNB granted the Registrant a stock option to acquire up to 19.9% of
the outstanding stock of SJNB upon the occurrence of events.
On June 25, 2001, the Registrant issued a press release announcing the
Merger. The title and paragraph 1, 2, 3, 5 and 8 through 17 of the press
release, which appear as part of Exhibit 99.1, are filed and incorporated herein
by reference. Exhibit 99.3, incorporated herein by reference, contains a pro
forma balance sheet of the Registrant and SJNB as of March 31, 2001.
Item 7. Financial Statements and Exhibits.
Exhibits
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2 Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
between Greater Bay Bancorp and SJNB Financial Corp.
10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
Bay Bancorp and SJNB Financial Corp.
99.1 Press Release dated June 25, 2001
99.2 Management's Discussion of Trends and Performance Guidance
99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
of March 31, 2001
Item 9. Regulation FD Disclosure
Paragraphs 4, 6 and 7 of the press release appearing in Exhibit 99.1 are
not filed but are furnished pursuant to Regulation FD.
To assist investors, financial analysts and other interested parties in
their analysis of Greater Bay Bancorp, the Registrant has developed the document
attached as Exhibit 99.2 to this Form 8-K. Exhibit 99.2 is not filed but is
furnished pursuant to Regulation FD.
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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: June 25, 2001 By: /s/ Steven C. Smith
-------------------
Steven C. Smith
Executive Vice President, Chief
Administrative Officer and Chief
Financial Officer
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Exhibit Index
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2 Agreement and Plan of Reorganization, dated as of June 25, 2001, by and
between Greater Bay Bancorp and SJNB Financial Corp.
10.1 Stock Option Agreement, dated as of June 25, 2001, by and between Greater
Bay Bancorp and SJNB Financial Corp.
99.1 Press Release dated June 25, 2001
99.2 Management's Discussion of Trends and Performance Guidance
99.3 Greater Bay Bancorp and SJNB Financial Corp. Pro Forma Balance Sheet as
of March 31, 2001
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