PACIFIC MERCANTILE BANCORP
8-K, 2000-10-23
BLANK CHECKS
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                                 UNITED STATES
                      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 17, 2000

                          PACIFIC MERCANTILE BANCORP
              (Exact name of Registrant as specified in charter)


          CALIFORNIA                     0-30777                33-0898238
---------------------------------      ------------       ----------------------
(State or other jurisdiction of        (Commission              (IRS Employer
incorporation)                         File Number)       Identification Number)


   450 Newport Center Drive, Suite 100, Newport Beach, California       92660
   --------------------------------------------------------------     ----------
                 (Address of principal executive offices)             (Zip code)

      Registrant's telephone number, including area code:  (949)644-8040

                                Not Applicable
        --------------------------------------------------------------
        (former name or former address, if changed, since last report)



================================================================================
                                   Exhibit Index on Sequentially Numbered Page 4
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Item 4.   Changes in Registrant's Certified Accountants

          (a)  On October 17, 2000, and after receiving a recommendation from
its Audit Committee to do so, the Board of Directors of Pacific Mercantile
Bancorp (the "Company") unanimously approved the selection of Grant Thornton
LLP, to replace Arthur Andersen LLP, as the Company's independent public
accountants. Arthur Andersen LLP had issued accountants' reports (i) on the
Company's consolidated financial statements as of and for the year ended
December 31, 1999, and as of and for the period from the Company's inception
(May 29, 1998) to December 31, 1998; and (ii) on the financial statements of the
Company's wholly owned subsidiary, Pacific Mercantile Bank (the "Bank"), as of
and for the three months ended March 31, 1999, and as of and for the period from
its inception (on May 29, 1998) to December 31, 1998. Those reports contained no
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope, or accounting principles. There have been no
disagreements with Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures and
there have been no "reportable events" (as defined in Paragraph (a)(v) of Item
304 of Regulation S-K as promulgated by the Securities and Exchange Commission),
at any time during the period from inception (May 29, 1998) through December 31,
1999 or during any subsequent interim period preceding Arthur Andersen's
replacement.

          (b)  At no time during the period from inception (May 29, 1998)
through December 31, 1999 or during the subsequent interim periods preceding
Grant Thornton's engagement as the Company's independent public accountants did
the Company or the Bank consult with Grant Thornton LLP regarding the
application of accounting principles to any transaction, the type of audit
opinion that might be rendered on the financial statements of either the Company
or the Bank, or any disagreement or reportable event.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (a)  Financial Statements.
               --------------------

               Not Applicable

          (b)  Pro Forma Financial Information.
               -------------------------------

               Not Applicable

          (c)  Exhibits.
               --------

                  16     Letter dated October 23, 2000 from Arthur Andersen LLP
                         to the Securities and Exchange Commission regarding the
                         change in independent public accountants.

                                       2
<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.


                                    Pacific Mercantile Bancorp


Date:  October 23, 2000             By: /s/ DANIEL L. ERICKSON
                                        --------------------------------------
                                        Daniel L. Erickson, Executive Vice
                                        President and Chief Financial Officer

                                       3
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                               INDEX TO EXHIBITS


       Exhibit No.           Description of Exhibit
       -----------           ----------------------

           16           Letter dated October 23, 2000 from Arthur Andersen LLP
                        to the Securities and Exchange Commission regarding the
                        change in independent public accountants

                                      E-1


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