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 10, 2000
HUMBOLDT BANCORP
(Exact name of registrant as specified in its charter)
California 0-27784 93-1175446
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
701 Fifth Street, Eureka, California 95501; 707-445-3233
(Address and telephone number of principal executive offices)
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Item 5. Other Events
Pursuant to a Second Restatement of the Agreement and Plan of
Reorganization and Merger dated November 12, 1999, as amended on February 3,
2000, (the "Merger Agreement") Humboldt Bancorp completed the acquisition of
Global Bancorp, a California bank holding company headquartered in Napa,
California, and its wholly-owned subsidiary, Capitol Thrift & Loan association
("Capitol Thrift"). Capitol Thrift is a California licensed industrial loan
company. The acquisition was completed by the merger of Global Bancorp into
Humboldt Bancorp. Capitol Thrift now operates as a wholly-owned subsidiary of
Humboldt Bancorp.
The total consideration paid on April 10, 2000, for the acquisition was
$16,500,000, comprised of an aggregate of approximately $11.9 million in cash
and approximately $4.6 million in the form of a Humboldt Bancorp promissory
note, payable in full on January 30, 2002, to accrue interest at 8% per annum,
and subject to certain adjustments for loan losses and expenses as identified in
the Merger Agreement. Pursuant to the Merger Agreement, up to $2.0 million of
the promissory note may be paid at maturity in the form of Humboldt common stock
at the election of the holders of the promissory note.
The cash used to acquire Global Bancorp was raised through the public
offering of $8 million of shares of common stock of Humboldt Bancorp and through
the private placement of approximately $5.0 million in Trust Preferred
securities issued by Humboldt Bancorp.
SIGNATURE
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.
Dated: April 24, 2000 HUMBOLDT BANCORP,
a California Corporation
/s/ Theodore Mason
Theodore Mason,
President
