SONOMA VALLEY BANCORP
8-K12G3, 2000-11-13
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                       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: November 1, 2000


                              Sonoma Valley Bancorp



  California                                               68-0454068
---------------                ------------            ------------------
(State or other                (Commission             (I.R.S. Employer
Jurisdiction of                File Number)            Identification No.)
Incorporation)



                 202 West Napa Street, Sonoma, California     95476
                 -----------------------------------------------------
               (Address of principal executive offices)     (Zip Code)


       Registrant's telephone number, including area code: (707) 953-3200


<PAGE>2

Item 5. Other Events

Formation of Single Bank Holding Company

     Sonoma Valley Bank's ("Bank")  shareholders approved the Agreement and Plan
of  Reorganization  in  furtherance  of the  Bank's  plan to form a  single-bank
holding company as part of its future strategic planning.  The Bank obtained all
required consents and permits to effect the reorganization, and effective at the
close of business on October 31, 2000, the  reorganization  was consummated upon
filing of the  certificate  of merger with the  California  Secretary  of State.
Following the  reorganization,  Sonoma Valley Bank owned 100% of the outstanding
shares of Bank.

     Following  the  reorganization,  each  shareholder  of the  Bank  became  a
shareholder of Sonoma Valley Bancorp,  and all future stock certificates  issued
will be in the name of Sonoma Valley Bancorp.  Also, effective at the opening of
the market on November 1, 2000,  Sonoma Valley  Bancorp began trading on the OTC
Bulletin Board under the new symbol "SBNK".

     Sonoma Valley Bancorp will begin filing  current and periodic  reports with
the Securities and Exchange Commission, and quarterly and annual reports will be
reported on a consolidated basis. In the future, you may review a copy of Sonoma
Valley  Bancorp's  current and periodic  reports at the  Securities and Exchange
Commission's   public  reference  room,  and  at  the  Securities  and  Exchange
Commission's  regional  offices  located in Chicago,  Illinois and New York, New
York.  Please call the Commission at 1-800-SEC-0330  for further  information on
the operation of the public reference rooms. Sonoma Valley Bancorp's filings can
also be reviewed by accessing the Commission's website at http://www.sec.gov.

     The Bank  previously  filed  current and periodic  reports  pursuant to the
Securities  Exchange Act of 1934 with the Federal Deposit Insurance  Corporation
("FDIC"),  and you can obtain a copy of those filings by contacting  the FDIC or
by contacting the Bank at (707) 935-3200; attention: Janice Freidig.



<PAGE>3

                                   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.



                                                   Sonoma Valley Bancorp



Dated: November 9, 2000                           /s/ MEL SWITZER, JR.
                                                      ------------------------
                                                      Mel Switzer,Jr. President



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