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UNITED STATES OMB NUMBER
SECURITIES AND EXCHANGE COMMISSION 3235-0058
WASHINGTON, D.C. 20549 SEC FILE NUMBER
0-25034
FORM 12B-25
NOTIFICATION OF LATE FILING
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(Check One): [ ] Form 10-K [ ] Form 20-F [x] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
GREATER BAY BANCORP
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Full Name of Registrant
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Former Name if Applicable
2860 WEST BAYSHORE ROAD
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Address of Principal Execution Office (Street and Number)
PALO ALTO, CA 94303
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
|
| (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
| (b) The subject annual report, semi-annual report, transition report
[X] | on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
| will be filed on or before the fifteenth calendar day following
| the prescribed due date; or the subject quarterly report of
| transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
| (c) The accountant's statement or other exhibit required by Rule 12b-
| 25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(ATTACH EXTRA SHEETS IF NEEDED)
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The Greater Bay Bancorp 401(k)Profit Sharing Plan (the "Plan") is unable to
timely file its Annual Report on Form 11-K for the year ended December 31, 1997
without unreasonable effort or expense. Since the Plan has not previously been
audited, Greater Bay Bancorp (the "Company") is working to compile the
requisite information for the Plan and participants in the Plan to enable
Coopers & Lybrand LLP ("Coopers"), the independent auditors, to complete the
audit. To accelerate the first-time audit of the Plan would cause unreasonable
effort and expense on behalf of the Company, and could result in problems that
could be avoided if the parties were afforded more time to complete the audit
of the Plan. Based on the foregoing reasons, the Plan is unable to timely file
its Annual Report on Form 11-K. The Annual Report on Form 11-K will, however,
be filed no later than July 14, 1998, the fifteenth day following the
prescribed due date of June 29, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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Suzanne K. Pritchard, Esq. 415 474-5360
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13
or 15(d) of the Securities Exchange Act of 1934 or Section
30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
If answer is no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
GREATER BAY BANCORP
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date June 29, 1998 By Steven C. Smith
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Steven C. Smith,
Executive Vice President, Chief Operating Officer and
Chief Financial Officer, Greater Bay Bancorp
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C.1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulations S-T ((S) 232.201 or (S) 232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S) 232.13(b) of this chapter).
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EXHIBIT A
Statement of Independent Auditors
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Greater Bay Bancorp 401(k) Profit Sharing Plan:
We have read Part III -- NARRATIVE of this Form 12b-25 of the Greater Bay
Bancorp 401(k) Profit Sharing Plan, and concur with the reasons stated therein.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
June 29, 1998
