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): October 23, 2001
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
California 77-0387041
(State or other jurisdiction of (IRS Employer Identification No.)
Incorporation or organization)
COMMISSION FILE NUMBER: 0-25034
2860 West Bayshore Road, Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 813-8200
ITEM 5. OTHER ITEMS.
On October 23, 2001, Greater Bay Bancorp (the "Registrant") completed the
acquisition of SJNB Financial Corp. which was accounted for as a
pooling-of-interests. Shareholders of SJNB Financial Corp. received 1.82 shares
of the Registrant's Common Stock for each outstanding share of SJNB Financial
Corp. Common Stock. A total of approximately 6,944,000 shares were issued in the
transaction.
The supplemental consolidated financial statements filed herewith have been
prepared accounting for the merger using the pooling-of-interests method of
accounting. Upon publication of the Registrant's financial statements for a
period which includes October 23, 2001, these supplemental consolidated
financial statements will become the historical financial statements of the
Registrant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
EXHIBIT
NO. EXHIBITS
------- --------
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include SJNB Financial Corp.)
For the Years Ended December 31, 2000, 1999, and 1998:
Selected Financial Data
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheets as of December 31, 2000 and
1999
Supplemental Consolidated Statements of Operations for the Years
Ended December 31, 2000, 1999, and 1998
Supplemental Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 2000, 1999, and 1998
Supplemental Consolidated Statements of Shareholders' Equity for the
Years Ended December 31, 2000, 1999, and 1998
Notes to Supplemental Consolidated Financial Statements
Report of Independent Accountants
2
SIGNATURES
IN ACCORDANCE WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF 1934,
AS AMENDED, THE REGISTRANT HAS CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
GREATER BAY BANCORP
(Registrant)
By:
/s/ Steven C. Smith
-------------------
Steven C. Smith
Executive Vice President, Chief Administrative Officer and
Chief Financial Officer
Date: October 25, 2001
3
EXHIBIT INDEX
Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Supplemental Consolidated Financial Statements and Supplementary Data
(restated to include SJNB Financial Corp.)
For the Years Ended December 31, 2000, 1999, and 1998:
Selected Financial Data
Management's Discussion and Analysis
Supplemental Consolidated Balance Sheets as of December 31, 2000 and
1999
Supplemental Consolidated Statements of Operations for the Years Ended
December 31, 2000, 1999, and 1998
Supplemental Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 2000, 1999, and 1998
Supplemental Consolidated Statements of Shareholders' Equity
for the Years Ended December 31, 2000, 1999, and 1998
Notes to Supplemental Consolidated Financial Statements
Report of Independent Accountants
4