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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) November 15, 2000
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CENTRAL VALLEY COMMUNITY BANCORP
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(Exact name of registrant as specified in its charter)
California N/A 77-0539125
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
600 Pollasky Avenue Clovis, California 93612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (559) 298-1775
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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) On November 15, 2000, Clovis Merger Co. (a wholly-owned subsidiary
of Registrant)("Merger Co."), merged with and into Clovis Community Bank (the
"Bank") resulting in the shareholders of the Bank becoming the shareholders of
the Registrant, and further resulting in the Bank becoming the wholly-owned
subsidiary of the Registrant. The reorganization took place in accordance with a
Plan of Reorganization and Merger Agreement entered into as of April 14, 2000 by
and among Registrant, the Bank and Merger Co. (the "Plan of Reorganization").
A summary description of the transaction is as follows:
DESCRIPTION OF THE REORGANIZATION
Central Valley Community Bancorp was organized as a California
corporation at the direction of the Board of Directors of the Bank for the
purpose of becoming a bank holding company. The Board of Directors of the Bank
also directed the organization of Merger Co., under the laws of the State of
California to facilitate the acquisition of the outstanding shares of common
stock of the Bank (the "Bank Common Stock") by Bancorp. Bancorp owned all of
Merger Co.'s common stock (the "Merger Co. Common Stock"). The reorganization
was accomplished by the merger of Merger Co. with and into the Bank pursuant to
the terms of the Plan of Reorganization. At the effective date of the merger of
Merger Co. into the Bank, the shares of Common Stock of the corporate parties to
the Plan of Reorganization were converted as follows:
(1) Each share of the Bank's outstanding Common Stock was
converted into one share of Bancorp's Common Stock.
(2) Merger Co. disappeared, the shares of Merger Co.'s Common
Stock outstanding immediately prior to the merger were converted into
shares of the Bank's Common Stock, and Bancorp then owned all of the
outstanding shares of the Bank's Common Stock.
(3) The shareholders of the Bank became the shareholders of
Bancorp. The rights of the holders of the Common Stock of Bancorp are
substantially the same as the rights of the holders of the Bank's
Common Stock prior to the reorganization; however, as shareholders of
Bancorp they are not entitled to vote on matters requiring approval of
the Bank's shareholders.
The reorganization was subject to the approval of the Federal Reserve
Bank of San Francisco (the "FRBSF"), the California Commissioner of Financial
Institutions (the "Commissioner") and the Federal Deposit Insurance Corporation
(the "FDIC"). Approval from the FRBSF was received on September 11, 2000.
Approval of the Commissioner was received on September 12, 2000. Approval from
the FDIC was received on September 27, 2000.
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Implementation of the reorganization also required the affirmative vote
of the holders of a majority of the outstanding shares of the Bank's Common
Stock as well as a majority of the outstanding shares of Common Stock of Bancorp
and of Merger Co. The requisite shareholder approvals were obtained on May 25,
2000.
Bank shareholders were not entitled to dissenters' rights in connection
with the reorganization.
Shares of Bancorp's common stock issued in consideration of the
reorganization were issued pursuant to the exemption from registration provided
by Section 3(a)(12) of the Securities Act of 1933, as amended.
FEDERAL AND STATE TAX CONSEQUENCES OF THE REORGANIZATION.
The Board of Directors of the Bank had the right to terminate the Plan of
Reorganization unless an opinion of counsel, satisfactory in form to all
parties, was received with respect to the tax consequences of the
reorganization. A satisfactory opinion was received from Lillick & Charles LLP,
attorneys for Bancorp and the Bank, substantially to the effect that:
- The proposed merger of Merger Co. into the Bank will constitute a
reorganization within the meaning of Section 368(a)(1)(A) and Section
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code").
- The basis of the assets of Merger Co. acquired by the Bank will be the same
in the hands of the Bank as the basis of such assets in the hands of Merger
Co. immediately prior to the merger.
- The holding period of the assets of Merger Co. in the hands of the Bank
will include the period during which such assets were held by Merger Co.
- Unless Bancorp elects otherwise pursuant to Treasury Regulations Section
1.358-6(c)(2)(ii), the basis of the Bank shares in the hands of Bancorp
will equal its basis in Merger Co. stock immediately before the merger
adjusted as if the Bank had merged into Merger Co. as provided in Treasury
Regulations Section 1.358-6(c)(2)(i).
- No gain or loss will be recognized by the shareholders of the Bank upon the
exchange of their Bank stock solely for Bancorp stock, and the basis in the
Bancorp stock received will be the same as that in the Bank stock prior to
the exchange of stock.
- No gain or loss will be recognized by Merger Co. on the transfer of its
assets to the Bank in exchange for the Bank's Common Stock.
- No gain or loss will be recognized by the Bank upon the receipt of the
assets of Merger Co. in exchange for the Bank's Common Stock, or upon the
deemed distribution of Bancorp stock by the Bank to its shareholders.
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- Bancorp will recognize no gain or loss upon the receipt of the Bank's
Common Stock in exchange for Merger Co.'s Common Stock.
- Where shareholders held their Bank stock as a capital asset, the period of
time for which they have held such stock shall be included in their holding
period for Bancorp stock received in the exchange.
The California tax consequences should be substantially similar to the
federal income tax consequences described above.
DEREGISTRATION OF THE BANK'S COMMON STOCK
The Bank was subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, and in accordance with the Exchange Act filed
reports and proxy statements with the FDIC. After consummation of the
reorganization, the only shares of the Bank's Common Stock outstanding are the
10 shares owned by Bancorp. Accordingly, the Bank is entitled to, and in fact
will, deregister its Common Stock and terminate its obligations, under the
Exchange Act, to file reports and proxy statements with the FDIC. Additionally,
after consummation, there no longer is any trading in the Bank's Common Stock.
However, the Common Stock of Bancorp will be traded in the over-the-counter
market, and Bancorp will be subject to the periodic reporting requirements of
the Exchange Act.
OPERATIONS UNDER BANCORP
After consummation of the reorganization, the business of the Bank will
be carried on as a subsidiary of Bancorp. Administrative expenses and taxes
incurred in the operation of Bancorp will be in addition to those of the Bank.
The reorganization is not expected to result in any significant change in
executive compensation and benefits.
DIRECTORS
The number of authorized directors of the Bank is presently fixed at
ten (10).
For purposes of facilitating the preliminary stages of the
reorganization, the Bylaws of Bancorp originally authorized two (2) directors.
Prior to consummation of the reorganization, the Bylaws of Bancorp were amended
to authorize not less than seven (7) nor more than thirteen (13) directors with
the exact number within that range to be fixed by resolution of the Board of
Directors. The number of directors of Bancorp was initially fixed at ten (10).
Bank Directors Sidney B. Cox, David E. Cook, Daniel N. Cunningham, Daniel J.
Doyle, Steven D. McDonald, Louis McMurray, Wanda Lee Rogers, William S.
Smittcamp, Yoshito Takahashi and Joseph B. Weirick were appointed to serve as
directors of Bancorp until the 2001 annual meeting of shareholders of Bancorp
and until their successors are elected and qualified.
EXECUTIVE OFFICERS
The following officers of the Bank have been appointed as the initial
officers of Bancorp:
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<TABLE>
<CAPTION>
POSITION HELD POSITION HELD
NAME WITH BANK WITH HOLDING COMPANY
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<S> <C> <C>
Daniel N. Cunningham................... Chairman of the Board Chairman of the Board
Daniel J. Doyle........................ President and Chief Executive President and Chief
Officer Executive Officer
Thomas L. Sommer............... Senior Vice President and Senior Vice President and
Chief Credit Officer Credit Administrator
Gayle Graham....................... Senior Vice President and Senior Vice President and
Cashier Chief Financial Officer
David E. Cook.......................... Director and Corporate Director and Corporate
Secretary Secretary
</TABLE>
(b) Prior to the acquisition described in Item 5(a) of this Report, the
securities of the Bank were registered pursuant to Section 12(g) of the Exchange
Act, and the Bank filed reports required by Section 13 of the Exchange Act with
the FDIC pursuant to Section 12(i) of the Exchange Act.
As stated in Item 5(a), upon consummation of the reorganization, all
shareholders of the Bank became shareholders of the Registrant on a share for
share basis. Accordingly, the securities of Registrant became registered
pursuant to Section 12(g) of the Exchange Act as of November 15, 2000.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
(2) A copy of the Plan of Reorganization and Merger Agreement certified
by the California Secretary of State as of November 15, 2000 is attached to this
Report as Exhibit A and incorporated by reference into this Report.
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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: November 16, 2000 CENTRAL VALLEY COMMUNITY BANCORP
/s/ Daniel J. Doyle
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Daniel J. Doyle, President and Chief
Executive Officer (Principal Executive
Officer)
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EXHIBIT A
PLAN OF REORGANIZATION AND MERGER AGREEMENT
This Plan of Reorganization and Merger Agreement (the "Merger
Agreement") is entered into as of April 14, 2000 by and among Clovis Community
Bank (the "Bank"), Clovis Merger Co., ("Subsidiary"), and Central Valley
Community Bancorp ("Holding Company").
RECITALS AND UNDERTAKINGS
A. Bank is a California banking corporation with its principal
office in the City of Clovis, Fresno County, State of
California. Subsidiary and Holding Company are corporations
duly organized and existing under the laws of the State of
California with their principal offices in the City of Clovis,
Fresno County, State of California.
B. As of the date hereof, Bank has 2,812,500 shares of no par
value common stock authorized, and 1,303,459 of such shares
are outstanding.
C. As of the date hereof, Subsidiary has 1,000 shares of no par
value common stock authorized. Immediately prior to the
Effective Date (as defined below), 10 shares of such common
stock will be issued and outstanding, all of which will be
owned by the Holding Company.
D. As of the date hereof, Holding Company has 20,000,000 shares
of no par value common stock authorized and 10,000,000 shares
of no par value preferred stock authorized. Immediately prior
to the Effective Date (as defined below), 100 shares of such
common stock will be issued and outstanding.
AGREEMENT
Section 1. GENERAL
1.1. THE MERGER. On the Effective Date (as defined hereinbelow),
Subsidiary shall be merged into Bank, which shall be the surviving corporation
(the "Surviving Corporation"). The Surviving Corporation shall be a subsidiary
of Holding Company, and its name shall continue to be Clovis Community Bank.
1.2. EFFECTIVE DATE. The merger described herein shall become
effective, and actions to consummate such merger shall commence, at the close of
business on the day upon which an executed counterpart of this Merger Agreement
shall have been filed with the Secretary of State
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of the State of California in accordance with Section 1103 of the California
General Corporation Law (the "Effective Date").
1.3. ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION.
On the Effective Date, the Articles of Incorporation of Bank, as in effect
immediately prior to the Effective Date, shall be and remain the Articles of
Incorporation of the Surviving Corporation until amended; the Bylaws of Bank, as
in effect immediately prior to the Effective Date, shall be and remain the
Bylaws of the Surviving Corporation until amended; the certificate of authority
of Bank issued by the Commissioner of Financial Institutions of the State of
California shall be and remain the certificate of authority of the Surviving
Corporation; and Bank's deposit insurance coverage by the Federal Deposit
Insurance Corporation shall be and remain the deposit insurance of the Surviving
Corporation.
1.4. DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. On the
Effective Date, the directors and officers of Bank immediately prior to the
Effective Date shall become the directors and officers of the Surviving
Corporation. The directors of the Surviving Corporation shall serve until the
next annual meeting of shareholders of the Surviving Corporation or until such
time as their successors are elected and qualified.
1.5. EFFECT OF THE MERGER.
(a) ASSETS AND RIGHTS. On the Effective Date and thereafter,
all rights, privileges, franchises and property of Bank and Subsidiary and all
debts and liabilities due or to become due to Bank and Subsidiary including
things in action and every interest or asset of conceivable value or benefit,
shall be deemed fully and finally and without any right of reversion transferred
to and vested in the Surviving Corporation without further act or deed; and the
Surviving Corporation shall have and hold the same in its own right as fully as
the same was possessed and held by Bank or Subsidiary.
(b) LIABILITIES. On the Effective Date and thereafter, all
debts, liabilities and obligations due or to become due from, and all claims and
demands for any cause existing against, Bank and Subsidiary shall be and become
the debts, liabilities or obligations of, or the claims or demands against, the
Surviving Corporation in the same manner as if the Surviving Corporation had
itself incurred or become liable for them.
(c) CREDITORS' RIGHTS AND LIENS. On the Effective Date and
thereafter, all rights of creditors of Bank and Subsidiary and all liens upon
the property of Bank and Subsidiary shall be preserved unimpaired, and shall be
limited to the property affected by such liens immediately prior to the
Effective Date.
(d) PENDING ACTIONS. On the Effective Date and thereafter, any
action or proceeding pending by or against Bank or Subsidiary shall not be
deemed to have abated or been discontinued, but may be pursued to judgment with
full right to appeal or review. Any such
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action or proceeding may be pursued as if the merger described herein had not
occurred, or with the Surviving Corporation substituted in place of Bank or
Subsidiary as the case may be.
1.6. FURTHER ASSURANCES. Bank and Subsidiary each agree that at any
time, or from time to time, as and when requested by the Surviving Corporation,
or by its successors or assigns, it will execute and deliver, or cause to be
executed and delivered, in its name by its last acting officers or by the
corresponding officers of the Surviving Corporation, all such conveyances,
assignments, transfers, deeds and other instruments, and will take or cause to
be taken such further or other action as the Surviving Corporation, or its
successors or assigns, may deem necessary or desirable in order to carry out the
vesting, perfecting, confirming, assignment, devolution or other transfer of the
interests, property, privileges, powers, immunities, franchises and other rights
referred to in this Section 1, or otherwise to carry out the intent and purposes
of this Merger Agreement.
Section 2. STOCK OF THE SURVIVING CORPORATION
2.1. STOCK OF SUBSIDIARY. On the Effective Date, each share of common
stock of Subsidiary issued and outstanding immediately prior to the Effective
Date shall, by virtue of the merger described herein, be deemed to be exchanged
for and converted into one share of fully paid and nonassessable common stock of
the Surviving Corporation.
2.2. STOCK OF BANK. On the Effective Date, each share of common stock
of Bank issued and outstanding immediately prior to the Effective Date shall, by
virtue of the merger described herein, be deemed to be exchanged for and
converted into one share of fully paid and nonassessable common stock of Holding
Company, in accordance with the provisions of Section 2.3.
2.3. EXCHANGE OF STOCK BY BANK SHAREHOLDERS. On the Effective Date or
as soon as practical thereafter, the following actions shall be taken to
effectuate the exchange and conversion specified in Section 2.2:
(a) The shareholders of Bank of record immediately prior to
the Effective Date shall be allocated and entitled to receive for each share of
common stock of Bank then held by them respectively one share of common stock of
the Holding Company.
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(b) As soon as reasonably practicable following the Effective
Date, the Holding Company shall make available for each record holder
of Bank Common Stock immediately prior to the Effective Date a form
letter of transmittal and instructions for use in effecting the
surrender of certificates of Bank Common Stock for payment therefor. At
or after the Effective Time, upon surrender to the Holding Company of
such certificates together with the letter of transmittal, duly
executed, the Holding Company shall promptly issue new share
certificates for each such person's new shares of Holding Company
Common Stock in accordance with Sections 2.2 and 2.3(a) hereof.
(c) At and after the Effective Date, no transfer of Bank
Common Stock outstanding prior to the Effective Date shall be made on
the stock transfer books of the Surviving Corporation. Until
surrendered in accordance with the provisions of Section 2(b) hereof,
the certificates which immediately prior to the Effective Date
represented issued and outstanding shares of Bank Common Stock shall be
deemed by the Holding Company and the Surviving Corporation to
represent for all purposes the right to receive Holding Company Common
Stock, as provided in Sections 2.2 and 2.3(a) hereof
2.4. OTHER RIGHTS TO STOCK.
(a) On the Effective Date and thereafter, the Clovis Community
Bank 1992 Stock Option Plan, as amended, shall be administered in an
appropriate manner to reflect the merger described herein; and any
outstanding options to purchase shares of common stock of Bank shall be
deemed to be options granted by Holding Company upon the same terms and
conditions, except that appropriate adjustments shall be deemed to be
made to such terms and conditions to reflect the merger described
herein.
(b) From time to time as and when required by the provisions
of any agreement to which Bank or Holding Company shall become a party
after the date hereof that provides for the issuance of shares of
common stock or other securities, either debt or equity, of Bank or
Holding Company in connection with a merger into Bank of any other
banking institution or the acquisition by Bank of the assets or stock
of any other banking institution or other corporation, Holding Company
shall issue in accordance with the terms of any such agreement shares
of its common stock or other debt or equity securities as required by
such agreement or in substitution for the shares of common stock or
other debt or equity securities of Bank required to be issued by such
agreement, as the case may be, which the shareholders of any other such
banking institution or other corporation shall be entitled to receive
by virtue of any such agreement.
Section 3. Approvals
3.1. SHAREHOLDER APPROVAL. This Merger Agreement shall be submitted to
the shareholders of Holding Company, Bank and Subsidiary for ratification and
confirmation in accordance with applicable provisions of law.
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3.2. REGULATORY APPROVALS. Each of the parties hereto shall proceed
expeditiously and cooperate fully in procuring all other consents and approvals,
and in satisfying all other requirements, prescribed by law or otherwise,
necessary or desirable for the merger described herein to be consummated,
including without limitation the consents and approvals referred to in Sections
4.1(b), 4.1(c) and 4.1(d).
Section 4. CONDITIONS PRECEDENT, TERMINATION AND PAYMENT OF EXPENSES
4.1. CONDITIONS PRECEDENT TO THE MERGER. Consummation of the merger
described herein is conditioned upon the following:
(a) Ratification and confirmation of this Merger Agreement by
the shareholders of Holding Company, Bank and Subsidiary in accordance
with applicable provisions of law;
(b) Procuring all other consents and approvals and satisfying
all other requirements, prescribed by law or otherwise, which are
necessary for the merger described herein to be consummated, including
without limitation: approval from the Federal Deposit Insurance
Corporation pursuant to the Bank Merger Act (Section 18(c) of the
Federal Deposit Insurance Act), approval from the Commissioner of
Financial Institutions of the State of California pursuant to Section
700 et seq. of the California Financial Code, approval from the Board
of Governors of the Federal Reserve System under the Bank Holding
Company Act of 1956, approval, if required, from the California
Commissioner of Corporations under the California Corporate Securities
Law of 1968 and of the Blue Sky Administrator of any other state in
which Bank has shareholders with respect to the securities of the
Holding Company issuable upon consummation of the merger, and the
availability of an exemption from the registration requirements of the
Securities Act of 1933 (the "1933 Act") as provided by Section 3(a)(12)
of the 1933 Act or declaration as effective by the Securities and
Exchange Commission of a registration statement under the 1933 Act with
respect to the securities of Holding Company issuable upon consummation
of the merger;
(c) There shall have been received (unless waived by each of
the parties hereto) an opinion in form and substance satisfactory to
each of the parties hereto and their counsel, with respect to the tax
consequences to the parties and their shareholders of the merger
described herein;
(d) Procuring all consents or approvals, governmental or
otherwise, which in the opinion of counsel for Bank are or may be
necessary to permit or to enable the Surviving Corporation to conduct,
upon and after the merger described herein, all or any part of the
businesses and other activities that Bank engages in immediately prior
to such merger, in the same manner and to the same extent that Bank
engaged in such businesses and other activities immediately prior to
such merger; and
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(e) Performance by each of the parties hereto of all
obligations under this Merger Agreement which are to be performed prior
to the consummation of the merger described herein.
4.2. TERMINATION OF THE MERGER. In the event that any condition
specified in Section 4.1 cannot be fulfilled, or prior to the Effective Date the
Board of Directors of any of the parties hereto reaches any of the following
determinations:
(a) Any action, suit, proceeding or claim relating to the
merger described herein, whether initiated or threatened, makes
consummation of such merger inadvisable; or
(b) Consummation of the merger described herein is inadvisable
for any other reason;
then this Merger Agreement shall be terminated. Upon termination, this Merger
Agreement shall be void and of no further effect, and there shall be no
liability by reason of this Merger Agreement or the termination thereof on the
part of any of the parties hereto or their respective directors, officers,
employees, agents or shareholders.
4.3. EXPENSES OF THE MERGER. All of the expenses of the merger
described herein, including without limitation filing fees, printing costs,
mailing costs, accountant's fees and legal fees, shall be borne by the Surviving
Corporation; provided, however, that if the merger is abandoned for any reason,
then all of such expenses shall be paid by Bank.
IN WITNESS WHEREOF, the parties hereto have caused this Plan
of Reorganization and Merger Agreement to be executed by their duly authorized
officers as of the day and year first above written.
CLOVIS COMMUNITY BANK
By /s/ DANIEL J. DOYLE
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Daniel J. Doyle, President
By /s/ DAVID E. COOK
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David E. Cook , Secretary
CLOVIS MERGER CO.
By /s/ DANIEL J. DOYLE
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Daniel J. Doyle, President and Secretary
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CENTRAL VALLEY COMMUNITY BANCORP
By /s/ DANIEL J. DOYLE
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Daniel J. Doyle, President and Secretary
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