-----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, CFsJxORFyYHKWXFow4fuYH/BbJN7dSeKHxVTT1zvxDCTOikiqgMQc6LuT6YlMLpC Uvgjt/9D4AG79JvuAKrbmg== 0001129920-10-000002.txt : 20100322 0001129920-10-000002.hdr.sgml : 20100322 20100322145351 ACCESSION NUMBER: 0001129920-10-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100317 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100322 DATE AS OF CHANGE: 20100322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION COMMUNITY BANCORP CENTRAL INDEX KEY: 0001129920 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770559736 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-12892 FILM NUMBER: 10696388 BUSINESS ADDRESS: STREET 1: 581 HIGUERA STREET CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 BUSINESS PHONE: 8057825000 MAIL ADDRESS: STREET 1: 581 HIGUERA STREET CITY: SAN LUIS OBISPO STATE: CA ZIP: 93401 8-K 1 form8k.htm 8-K RE: AMENDMENT TO SECUTITIES PURCHASE AGREEMENT form8k.htm

 
 
 

UNITED STATES
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) March 17, 2010
 
MISSION COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
 

 
California
__333-12892____
77-0559736
(State or other jurisdiction of incorporation or organization)
(Commission File No.)
(I.R.S. Employee Identification No.)

 
3380 S. Higuera Street, San Luis Obispo, CA 93401
 
(Address of principal executive offices)
 
(Zip code)
 
(805) 782-5000
 
(Registrant’s telephone number including area code)
 
(Former name or former address, if changed since last report) Not applicable
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01.  Entry Into Material Definitive

On March 17, 2010 the Company and Carpenter Fund Manager GP, LLC (the “Manager”) entered into Amendment No 1 to Securities Purchase Agreement (the “Amendment”).  The Amendment extends the date by which the initial closing under the Securities Purchase Agreement dated December 22, 2009 between the Company and the Manager must occur (the “Original Agreement”), from March 1, 2010 in the Original Agreement to May 30, 2010 in the Amendment.  The closing date was amended in order to allow for adequate time for receipt of all required regulatory approvals to close the transaction.  Further, it is anticipated that the rights offering that was contemplated to occur in the first quarter of 2010 in the Original Agreement, will now occur in the second quarter of 2010, or as soon thereafter as practicable, following the initial closing under the Securities Purchase Agreement.

 
Item 9.01.  Financial Statement and Exhibits
 
Exhibit No.
  
Description
10.1
  
Amendment No. 1 to Securities Purchase Agreement between the Company and Carpenter Fund Manager GP, LLC dated March 17, 2010

 


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.
 
Dated:  March 22, 2010
MISSION COMMUNITY BANCORP
 
By:  /s/ Anita M. Robinson
 
Anita M. Robinson
President and Chief Executive Officer




EX-10.1 2 amendmnt.htm AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT amendmnt.htm
 
 
 


 
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
 
This AMENDMENT NO. 1 TO  SECURITIES PURCHASE AGREEMENT (this “Amendment”) dated as of March 17, 2010, is by and among MISSION COMMUNITY BANCORP, a California corporation (the “Company”), and CARPENTER FUND MANAGER GP, LLC (the “Manager”) on behalf of and as General Partner of each of the following investment-related limited partnerships: Carpenter Community BancFund, L.P.; Carpenter Community BancFund-A, L.P.; and Carpenter Community BancFund-CA, L.P. and amends that Securities Purchase by and between the Company and the Manager dated as December 22, 2009 (the “Agreement”).
 
RECITALS
 
WHEREAS, Section 8(b) of the Agreement provides that either the Manager or the Company may terminate the Agreement if, without fault of the terminating party, the First Closing (as defined in the Agreement) does not occur on or before March 1, 2010; and
 
WHEREAS, the Manager and the Company now wish to amend the Agreement to change such date.
 
NOW THEREFORE, in consideration of the foregoing, the mutual covenants in the this Amendment and the Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
 
AGREEMENT
 
1.  Amendment.  Subsection (b) of Section 8 of the Agreement is amended and restated in its entirety to read as follows:
 
“(b) By the Manager or by the Company, if, without fault of the terminating party, the First Closing doesnot occur on or before May 30, 2010;”
 
2.  Miscellaneous.
 
(a)  Representations and Warranties.  Each of the parties hereto represents and warrants to the other that (i) such party has all necessary power and authority to execute and deliver this Amendment, (ii) this Amendment has been duly and validly executed and delivered by such party, and (iii) assuming the due authorization, execution and delivery of this Amendment by the other party, this Amendment constitutes the valid, binding agreement of such party, enforceable against such party in accordance with its terms.
 
(b)  No Other Amendments.  Except as expressly amended hereby, all of the terms and conditions of the Agreement shall continue in full force and effect.
 
(c)  No Waiver.  The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of either party under the Agreement or any provision thereof, and each party expressly reserves all such rights, power and remedies.
 
(d)  Interpretation.  The section headings contained in this Amendment are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment.
 
(e)  Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 


IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the date first above written.
 
       
 
MISSION COMMUNITY BANCORP
 
 
By:
/s/ Anita M.Robinson
   
Anita M. Robinson,
   
President and Chief Executive Officer
     

 
CARPENTER FUND MANAGER GP, LLC,
on behalf of, and as the General Partner of: Carpenter Community BancFund, L.P., Carpenter Community BancFund-A, L.P. and Carpenter Community BancFund-Ca, L.P.
 
 
By:
/s/ John D. Flemming
 
Name:
John D. Flemming
 
Title:
Managing Member


























 
Signature Page to Amendment No. 1 to Securities Purchase Agreement


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