-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HDvnbQ/eXZT+WOcU8+4HNNpBhfjcbDe+YQeYsFZJFnB6I7qUfV3+sdddyVnUJMHe vzhwTQvo369z2Alzgs6Shg== /in/edgar/work/20000824/0000950005-00-000950/0000950005-00-000950.txt : 20000922 0000950005-00-000950.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950005-00-000950 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000717 ITEM INFORMATION: FILED AS OF DATE: 20000824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH BAY BANCORP/CA CENTRAL INDEX KEY: 0001102595 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 680434802 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-93537 FILM NUMBER: 708691 BUSINESS ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 BUSINESS PHONE: 7072578500 MAIL ADDRESS: STREET 1: 1500 SOSCOL AVE CITY: NAPA STATE: CA ZIP: 94559 8-K 1 0001.txt FORM 8-K 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) July 17, 2000 --------------------- NORTH BAY BANCORP - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 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) Item 5. Other Events. (a) Opening of Solano Bank. In July 17, 2000, Solano Bank, a California licensed commercial bank organized by North Bay Bancorp, opened for business. Solano Bank, which is a wholly-owned subsidiary of North Bay Bancorp, will initially operate from its head office at 403 Davis Street, Vacaville, California and its branch at 1395 East Second Street, Benicia, California. Regulatory approval has been received for establishing an additional branch in Fairfield, California. It is anticipated that the Fairfield branch will open for business during the third quarter of 2000. North Bay Bancorp capitalized Solano Bank at $9,000,000, in part through the $5,000,000 proceeds of North Bay Bancorp's recently completed public stock offering of common stock. (b) Earnings Release. On August 9, 2000, North Bay Bancorp issued a press release announcing its earnings for the quarter ended June 30, 2000. A copy of the press release is attached to this Current Report as Exhibit 99.1 and incorporated into this report by reference. Item 7. Financial Statements and Exhibits. (b) Exhibits Exhibit 99.1 Press release announcing earnings for the quarter ended June 30, 2000. 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: August 22, 2000 NORTH BAY BANCORP /s/ Terry L. Robinson ----------------------------------------------- Terry L. Robinson, President and Chief Executive Officer (Principal Executive Officer) EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 Press Release Announcing Earnings for the Quarter ended June 30, 2000. NORTH BAY BANCORP PRESS RELEASE August 9, 2000 North Bay Bancorp, Holding Company for The Vintage Bank and Solano Bank, announced earnings of $789,000, or $.47 per share, for the three months ended June 30, 2000. This compares with earnings of $691,000, or $.43 per share, for the second quarter of 1999. Year-to-date earnings for the six months ended June 30, 2000 were $1,460,000, or $.87 per share, compared to $1,332,000, or $.82 per share, for the first six months of 1999. On an annualized basis, the 2000 results equate to a return of 1.4% on average assets and 15% on average shareholders' equity. Total assets were $218,457,000 as of June 30, 2000, representing a 15% increase from a year earlier. Deposits increased 15% during the year, while loans outstanding increased 28%. President & CEO Terry Robinson expressed pleasure that first half earnings for the year 2000 exceed comparable 1999 earnings despite absorbing expenses related to the organization of Solano Bank. Robinson stated, "With the opening of Solano Bank on July 17, 2000, earnings for the remainder of the year will unavoidably decline from the levels we have generated for the past several quarters. However, we believe that the negative impact of the new Bank on earnings will diminish with each successive quarter going forward; we plan for Solano Bank to be operating at break-even by year-end 2001. We anticipate the sound earnings base provided by The Vintage Bank will enable North Bay Bancorp to report profits similar to peer bank averages throughout the time Solano Bank will be operating at a loss." This press release contains forward-looking statements with respect to the financial condition, results of operation and business of North Bay Bancorp and its subsidiaries. These include, but are not limited to, statements that relate to or are dependent on estimates or assumptions relating to the prospects of loan growth, credit quality and certain operating efficiencies resulting from the operations of The Vintage Bank and Solano Bank. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressure among financial services companies increases significantly; (2) changes in the interest rate environment reduce interest margins; (3) general economic conditions, internationally, nationally or in the State of California are less favorable than expected; (4) legislation or regulatory requirements or changes adversely affect the business in which the combined organization will be engaged; and (5) other risks detailed in the North Bay Bancorp reports filed with the Securities and Exchange Commission. Stock of North Bay Bancorp is quoted on the Over-The-Counter (OTC) Bulletin Board, Symbol NBAN.OB. - -------------------------------------------------------------------------------- Questions regarding this press release should be directed to Terry L. Robinson (707) 258-3969. -----END PRIVACY-ENHANCED MESSAGE-----