NORTH BAY BANCORP/CA
8-K, 2000-07-12
NATIONAL COMMERCIAL BANKS
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                       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) June 28, 2000
                                                          --------------


                                NORTH BAY BANCORP

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              California                 333-93365               68-0434802
    ----------------------------------------------------------------------------
    (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
                                                     ---------------------------

                                       N/A
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          (Former name or former address, if changed since last report)



<PAGE>


Item 5.      Other Events.


             (a)  Completion  of Stock  Offering.  On July 6,  2000,  North  Bay
Bancorp issued a press release  announcing  the successful  completion of its $5
million stock offering.  Pursuant to the offering, North Bay sold 227,273 shares
of its common stock at a price of $22.00 per share.  The offering was registered
under the Securities Act of 1933 on Registration  Statement 333- 93365 which was
declared effective on February 9, 2000 and was revised by Registration Statement
No.  333-35848 which became effective on filing on April 28, 2000. A copy of the
press  release  is  attached  to  this  Current   Report  as  Exhibit  99.1  and
incorporated into this report by reference.

             (b)  Appointment of New  Directors.  On June 28, 2000, the Board of
Directors of North Bay Bancorp expanded the number of authorized  directors from
8 to 10 and  appointed  Thomas  N.  Gavin  and  Fred J.  Hearn  to fill  the new
vacancies.  Both Mr.  Gavin and Mr.  Hearn  are  directors  of  Solano  Bank (In
Organization),  a new California  State chartered bank being formed by North Bay
Bancorp.

Item 7.  Financial Statements and Exhibits.

         (b)      Exhibits

                  99.1    Press release announcing completion of public offering
                          of common stock.


<PAGE>


                                   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: July 6, 2000                    NORTH BAY BANCORP



                                      /S/ Terry L. Robinson
                                      ------------------------------------------

                                      By: Terry L. Robinson, President and Chief
                                          Executive Officer (Principal Executive
                                          Officer)



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