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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 (Date of earliest event reported) May 11, 1999
REGENCY BANCORP
(Exact name of registrant as specified in its charter)
California 000-23815 77-0378956
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
7060 N. Fresno, Fresno, California 93720
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (559) 438-2600
Not Applicable
(Former name or former address, if changed since last report).
Page 1 of 7 pages
The Exhibit Index is on Page 4.
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Item 5. OTHER EVENTS.
The Registrant announced that Zions Bancorporation, Regency Bancorp
and Regency Bank executed an Amendment, dated May 11, 1999, to the
Agreement and Plan of Merger, dated April 27, 1999, by and among Zions
Bancorporation, Regency Bancorp and Regency Bank. The Amendment added
certain provisions to clarify rights of dissenters in the Merger. The
Merger is subject to the approval of Regency Bancorp shareholders and
applicable regulatory approvals. The foregoing is qualified by
reference to the Amendment to Agreement and Plan of Merger attached
hereto as Exhibit 2.1 and the Agreement and Plan of Merger dated April
27, 1999 attached as exhibit 2.1 to Registrant's Form 8-K dated April
27, 1999 and filed with the Commission on May 6, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) EXHIBITS.
(2.1) Amendment to Agreement and Plan of Merger dated May 11, 1999
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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.
REGENCY BANCORP
Date: May 27, 1999 /s/ STEVEN R. CANFIELD
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Steven R. Canfield
EVP & CFO
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EXHIBIT INDEX
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Exhibit No. Description Page
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<S> <C> <C>
2.1 Amendment to Agreement and Plan of Merger 5-7
dated May 11, 1999
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Exhibit 2.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT, dated as of May 11, 1999 (this "Amendment"), to the
Agreement and Plan of Merger, dated as of April 27, 1999, (the "Plan"), by and
among Zions Bancorporation, a Utah corporation, Regency Bancorp, a California
corporation, and Regency Bank, a California corporation. All capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the
Plan.
WHEREAS, the parties hereto have entered into the Plan and now wish to
amend certain provisions of the Plan, as set forth below.
NOW, THEREFORE, the parties hereto hereby adopt and make this
Amendment, as follows:
1. AMENDMENTS. (a) Paragraph (a)(i) of Section 3.01 of the Plan is
hereby amended and restated in its entirety to read as follows:
"(i) Each share, excluding Treasury Stock and Dissenters' Shares, of
Company Common Stock issued and outstanding immediately prior to the
Effective Time shall become and be converted into 0.3233 of a share of
Zions Common Stock (the "EXCHANGE RATIO"), subject to adjustment as set
forth in clause (ii) below and as set forth in Section 3.05."
(b) A new Section 3.07 is hereby added to Article III of the Plan,
which new Section 3.07 reads as follows:
"3.07 DISSENTERS' RIGHTS. Any Dissenting Shareholder (as defined
below) who shall be entitled to be paid the "fair market value" of his or
her Dissenters' Shares (as defined below), as provided in Section 1300 of
the CGCL, shall not be entitled to the Merger Consideration in respect
thereof unless and until such Dissenting Shareholder shall have failed to
perfect or shall have effectively withdrawn or lost such Dissenting
Shareholder's right to dissent from the Merger under the CGCL, and shall
be entitled to receive only the payment provided for by Section 1300 of
the CGCL with respect to such Dissenters' Shares. If any Dissenting
Shareholder shall fail to perfect or shall have effectively withdrawn or
lost such right to dissent, the Dissenters' Shares held by such
Dissenting Shareholder shall thereupon be treated as though such
Dissenters' Shares had been converted into the right to receive the
Merger Consideration pursuant to Section 3.01 hereof. As used herein,
"DISSENTING SHAREHOLDER" means a shareholder who holds Dissenters'
Shares. As used herein, "DISSENTERS'SHARES" means shares held by a
shareholder with respect to which such shareholder, in accordance with
the CGCL,
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delivers a written demand to Company or its transfer agent on or prior to
the date of the Company Meeting in accordance with Section 1301 of the
CGCL."
2. COUNTERPARTS. This Amendment may be executed in counterparts each
of which shall be deemed to constitute an original, but all of which together
shall constitute one and the same instrument.
3. No OTHER CHANGES. Except as modified by this Amendment, the Plan
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed in counterparts by their duly authorized officers, all as of the day
and year first above written.
REGENCY BANCORP
By
Name: Steven F. Hertel
Title: Chairman, President and
Chief Executive Officer
REGENCY BANK
By
Name: Steven F. Hertel
Title: Chairman, President and
Chief Executive Officer
ZIONS BANCORPORATION
By:
Name: Dale M. Gibbons
Title: Chief Financial Officer
