SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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 28, 2000
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NORTH BAY BANCORP
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(Exact name of registrant as specified in its charter)
California 333-93365 68-0434802
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
1500 Soscol Avenue, Napa, California 94559-3045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (707) 257-8585
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
(a). Amendment to Stock Offering. On April 28, 2000, North Bay
Bancorp issued a press release announcing modifications to its $5 million stock
offering, subject to effectiveness of filings with the Securities and Exchange
Commission and the California Department of Corporations. The per share offering
price has been lowered to $22 per share from $25 per share, the offering period
has been extended to May 31, 2000 from April 30, 2000 and the maximum amount
allowed per investor has been increased to $500,000. The offering was registered
under the Securities Act of 1933 on Registration Statement 333- 93365 which was
declared effective on February 9, 2000. A copy of the press release is attached
to this Current Report as Exhibit 99.1 and incorporated into this report by
reference. To maintain the $5,000,000 aggregate offering price, the number of
shares being offered has been increased from 200,000 to 227,273. The additional
shares were registered on Registration Statement No. 333-35848 which became
effective on filing on April 28, 2000.
(b) Preliminary Approval of Solano Bank (In Organization). On May
8, 2000, North Bay Bancorp and its proposed subsidiary bank, Solano Bank (In
Organization), issued a press release announcing that Solano Bank (In
Organization) had receive preliminary approval to organize from the California
Department of Financial Institutions and preliminary approval from the Federal
Deposit Insurance Corporation of it's application for federal deposit insurance.
A copy of the press release is attached to this Current Report as Exhibit 99.2
and incorporated into this report by reference.
(c) Earnings Release. On May 9, 2000, North Bay Bancorp issued a
press release announcing its earnings for the quarter ended March 31, 2000. A
copy of the press release is attached to this Current Report as Exhibit 99.3 and
incorporated into this report by reference.
Item 7. Financial Statements and Exhibits.
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(b) Exhibits
99.1 Press release announcing modification of public offering of common
stock.
99.2 Press release announcing preliminary regulatory approval of Solano
Bank (In Organization).
99.3 Press release announcing North Bay Bancorp's earnings for the
quarter ended March 31, 2000.
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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.
Date: May 24, 2000 NORTH BAY BANCORP
/s/ Terry L. Robinson
By: Terry L. Robinson, President and Chief
Executive Officer (Principal Executive
Officer)
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N O R T H B A Y B A N C O R P
PRESS RELEASE
April 28, 2000
North Bay Bancorp, Holding Company for The Vintage Bank and the
proposed Solano Bank, announced modifications to its $5 million stock offering,
subject to effectiveness of filings with the Securities and Exchange Commission
and the California Department of Corporations. The per share offering price has
been lowered to $22 per share from $25 per share, the offering period has been
extended to May 31, 2000 from April 30, 2000 and the maximum amount allowed per
investor has been increased to $500,000.
President & CEO Terry Robinson explained that "the market for financial
stocks has declined since the offering was first announced, concurrent with our
filing of a charter application for the proposed Solano Bank. Our stock price is
affected by the general market, and we want to insure that our pricing is fair
to new investors as well as to our existing shareholders." Regarding the
extension of the closing date to May 31, Robinson stated "this will provide us
time to prepare revisions to our Prospectus and complete the necessary legal and
regulatory steps. Any subscriptions previously submitted or in process will
receive the benefit of the lower price."
Questions regarding the North Bay Bancorp stock issue may be directed
to Terry Robinson at (707) 258-3969 or Glen Terry, designated President & CEO of
the proposed Solano Bank, at (707) 423-2053.
Stock of North Bay Bancorp is quoted on the Over-The-Counter (OTC)
Bulletin Board, Symbol NBAN.OB.
EXHIBIT 99.1
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Solano Bank Receives
Preliminary Approval
For Immediate Release
May 8, 2000
Contact: Glen C. Terry
1300 Oliver Road, Ste 180
Fairfield, CA 94533
707-423-2053
Fairfield, California -Solano Bank (in organization) announced
today the receipt of preliminary approval to organize a California
commercial bank. The preliminary approval, issued by the California
Department of Financial Institutions (DFI), is a major milestone in the
opening of what will be the only community bank headquartered in
central Solano County.
The Bank also announced the receipt of conditional approval by
the Federal Deposit Insurance Corporation (FDIC) of its application for
FDIC deposit insurance.
Glen C. Terry, President and CEO of Solano Bank (in
organization) stated: "The title of the bank now officially changes
from `Solano Bank (proposed)' to `Solano Bank (in organization)' and
puts us one major step closer to our planned June 2000 opening. Upon
satisfying the standard conditions included in the DFI's approval and
the FDIC's insurance approval, we will open the Bank's headquarters
office in Vacaville and a branch office in both Fairfield and Benicia.
We look forward to opening the Bank and restoring community banking to
our friends and customers in Solano County. We are especially grateful
for the continuing community support of our efforts to organize a new
community bank in Solano County, Solano Bank (in organization)."
EXHIBIT 99.2
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P R E S S R E L E A S E
May 9, 2000
North Bay Bancorp, Holding Company for The Vintage Bank and proposed
Holding Company for Solano Bank (in organization), has announced first quarter
2000 earnings. The Company earned $670,886, or $.41 per share, for the three
months ended March 31, 2000, compared with earnings of $640,469, or $.39 per
share, for the first quarter of 1999. Total assets were $214,085,406 as of March
31, 2000, representing a 16% increase from a year earlier. Deposits increased
15% during the year, while loans outstanding increased 31%.
President & CEO Terry Robinson noted that first quarter earnings for
the year 2000 slightly exceed comparable 1999 earnings after absorbing
approximately $100,000 in expenses directly related to startup of Solano Bank
(in organization). Robinson stated, "Thanks to continued excellent financial
performance by The Vintage Bank, the Holding Company can produce sound financial
returns through year 2000 while absorbing the expenses associated with starting
a new bank." Robinson noted that opening Solano Bank (in organization) will
primarily impact third and fourth quarter, 2000 financial results.
Stock of North Bay Bancorp is quoted on the Over-The-Counter (OTC) Bulletin
Board, Symbol NBAN.OB.
Questions regarding this press release should be directed to Terry L. Robinson
(707) 258-3969.
EXHIBIT 99.3
