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): December 13, 1999
SJNB Financial Corp.
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(Exact name of registrant as specified in its charter)
California 0-11771 77-0058227
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
One North Market Street
San Jose, California 95113
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Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 947-7562
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Item 5. Other Events.
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On August 27, 1999, the Company, Saratoga Bancorp ("Saratoga"), and
Saratoga National Bank ("SNB") entered into a definitive Agreement and Plan of
Merger (the "Merger Agreement") pursuant to which all of the outstanding shares
of Saratoga common stock will be exchanged for shares of the Company's Common
Stock pursuant to a tax-free exchange (the "Merger"), subject to dissenters'
rights under applicable law. The Merger Agreement, which had been approved by
the Board of Directors of both companies and the Board of Directors of SNB, was
subject to approval by the shareholders of both Saratoga and the Company,
clearance by regulatory authorities, and other terms and conditions customary
for transactions of this type. The significant terms of the Merger are described
in the Company's Form 8-K filed on September 1, 1999 (No. 000-11771) and in the
Company's Registration Statement on Form S-4 filed on October 14, 1999, as
amended on October 27, 1999 (No. 333-89013).
On December 13, 1999, the shareholders of Saratoga voted to adopt the
Merger Agreement and to approve the Merger. On December 13, 1999, the
shareholders of the Company also voted to adopt the Merger Agreement and to
approve the Merger.
On November 19, 1999, the Office of the Comptroller of the Currency
approved the Merger. In addition, all other material regulatory approvals or
consents to the Merger have been obtained.
On the basis of the above approvals and actions, the parties currently
expect the Merger to close in or about January 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 thereunto duly authorized.
Dated: December 16, 1999
SJNB FINANCIAL CORP.
(Registrant)
By /s/ Eugene E. Blakelsee
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Eugene E. Blakeslee
Executive Vice President and
Chief Financial Officer
