NORTH BAY BANCORP
8-K, 2000-03-16
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)    February 29, 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
- --------------------------------------------------------------------------------
         (Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code   (707) 257-8585
                                                  -----------------


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




<PAGE>

Item 5.  Other Events.  (a) Earnings  Release.  On February 29, 2000,  North Bay
Bancorp  issued a press  release  announcing  its  earnings  for the year  ended
December  31,  1999.  A copy of the press  release is attached  to this  Current
Report as Exhibit 99.1 and incorporated into this report by reference.


         (b). Stock Offering. On March 2, 2000, North Bay Bancorp issued a press
release  announcing a $5,000,000  public offering of North Bay's common stock at
$25.00 per share. A copy of the press release is attached to this Current Report
as Exhibit 99.2 and incorporated into this report by reference. The offering was
registered under the Securities Act of 1933 on Registration Statement 333- 93365
which was declared effective on February 9, 2000.

Item 7.  Financial Statements and Exhibits.


         (b)  Exhibits

              99.1     Press release announcing earnings for year ended December
                       31, 2000.

              99.2     Press release announcing 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: March 9, 2000              NORTH BAY BANCORP



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






                                NORTH BAY BANCORP

                                  PRESS RELEASE

                                February 29, 2000

North Bay  Bancorp,  holding  company  for The  Vintage  Bank,  reported  record
consolidated  earnings  of  $2,715,377,  or $1.66 per share,  for the year ended
December 31, 1999.  This  compares  with  earnings of  $2,110,736,  or $1.30 per
share, for 1998. Total assets were  $197,106,319 as of December 31, 1999. Return
on average  assets  for the year was 1.44% and  return on average  shareholders'
equity was 15.5%.

"We are very pleased with the 1999  financial  results,  especially  considering
that we absorbed significant costs associated with forming a holding company and
commencing organization of Solano Bank, a proposed state-chartered bank", stated
Terry Robinson,  President & CEO of North Bay Bancorp.  Robinson explained that,
while  preparations  are  being  made to open the  proposed  bank,  North Bay is
awaiting   regulatory   approval   from  the  State   Department   of  Financial
Institutions,  the  Federal  Reserve  Bank  and the  Federal  Deposit  Insurance
Corporation.

Earlier this month the Holding Company  announced a 5% stock dividend and a $.20
per  share  cash  dividend.  Both  dividends  are  payable  March  20,  2000 for
shareholders of record as of March 1, 2000.

Stock of North Bay  Bancorp  is quoted on the  Over-The-Counter  (OTC)  Bulletin
Board, Symbol NBAN.


- --------------------------------------------------------------------------------


         Questions  regarding  this press release should be directed to Terry L.
Robinson at (707) 258-3969.

                                  EXHIBIT 99.1






                                NORTH BAY BANCORP

                                  PRESS RELEASE

March 2, 2000



         North Bay Bancorp,  Holding  Company for The Vintage Bank,  announced a
$5,000,000 public offering of the company's common stock at an offering price of
$25.00 per share. The net proceeds of the offering will be utilized by North Bay
Bancorp  to  provide,  in  part,  the  initial  capitalization  of  Solano  Bank
(proposed),  a  planned  banking  subsidiary  of North  Bay  which,  subject  to
regulatory approval,  intends to establish offices in Vacaville,  Fairfield, and
Benicia.  For  information  regarding this offering and a copy of the prospectus
and subscription  application  contact Glen C. Terry,  the proposed  President &
CEO, Solano Bank (proposed) at (707) 423-2055.

         This does not constitute an offer of sale of any securities.  The offer
and sale of these securities will only be made through means of a prospectus and
subscription application

         Stock of North Bay  Bancorp  is quoted  on the  Over-The-Counter  (OTC)
Bulletin Board, Symbol NBAN.


- --------------------------------------------------------------------------------


         Questions  regarding  this press release  should be directed to Glen C.
Terry at (707) 423-2055.

                                  EXHIBIT 99.2




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