-----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, FpjqLAgSlFXCQZlcNm5RjLSBHi1AvsVErQteAbVawm4Dc5f47cOlhJoPjGG6yVHd Z2CVr9YOtwROrocMM5Cudw== 0001193125-05-060414.txt : 20050325 0001193125-05-060414.hdr.sgml : 20050325 20050325092444 ACCESSION NUMBER: 0001193125-05-060414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050324 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050325 DATE AS OF CHANGE: 20050325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL CAPITAL BANCORP INC CENTRAL INDEX KEY: 0001184818 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330865080 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50126 FILM NUMBER: 05703602 BUSINESS ADDRESS: STREET 1: ONE VENTURE STREET 2: 3RD FL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9495857500 8-K 1 d8k.htm FORM 8-K Form 8-K

 

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

 

March 21, 2005

Date of Report (Date of earliest event reported)

 


 

COMMERCIAL CAPITAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-50126   33-0865080

(State or other Jurisdiction

of Incorporation)

  (Commission File No.)  

(I.R.S. Employer

Identification No.)

8105 Irvine Center Drive, 15th Floor, California 92618

(Address of principal executive offices)(Zip Code)

 

(949) 585-7500

(Registrant’s telephone number, including area code)

 

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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On March 21, 2004 Messrs. Chrisman and Liberati, both former directors of Hawthorne Financial Corporation, which was acquired by Commercial Capital Bancorp. Inc. (the “Company”) on June 4, 2004, resigned from their positions on both the Company’s board and the board of directors of Commercial Capital Bank, the Company’s banking subsidiary, in order to pursue, along with other individuals, the acquisition and funding of another financial institution which will operate in Southern California. Messrs. Chrisman and Liberati have indicated their intention to serve on that entity’s board of directors. In order to fill the vacancies created by the departures of Messrs. Chrisman and Liberati, the Company’s board of directors appointed Mark E. Schaffer and R. Rand Sperry, whose appointments were effective as of March 24, 2005.

 

Messrs. Schaffer and Sperry will stand for election at the Company’s 2005 Annual Shareholder Meeting to be held on April 26, 2005. There are no arrangements or understandings between either Mr. Schaffer or Mr. Sperry and any other person pursuant to which Mr. Schaffer or Mr. Sperry were selected to serve on the Company’s Board of Directors.

 

Currently, neither Mr. Schaffer nor Mr. Sperry have been named to any committee of the board of directors.

 

Mr. Schaffer is a former director of the Company and has been a director of the Company’s subsidiary bank, Commercial Capital Bank, since 2003.

 

Mr. Sperry is the co-founder and has a substantial equity interest in Sperry Van Ness International, Inc. (“SVN”). In March 2004 the Company and SVN entered into a Strategic Alliance and Marketing Agreement (the “Agreement”) pursuant to which Sperry Van Ness promotes and refers Commercial Capital Bank as its strategic provider of financing, banking, and deposit products and services to the income property real estate investors who utilize SVN’s commercial real estate brokerage and property management services. The Company provides SVN, its brokers and clients with an institutionalized source of prompt funding decisions for borrowers and properties referred for financing. In 2004 SVN received less than $60,000 from the Company in referral fees associated with loan closings.

 

A copy of the press release announcing the resignation of Messrs. Chrisman and Liberati and the appointment of Messrs. Schaffer and Sperry to the Company’s board is attached hereto as Exhibit 99.1 and is incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits

 

  (a) Not applicable.

 

  (b) Not applicable.

 

  (c) The following exhibits are included with this Report.

 

Exhibit 99.1    Press Release dated March 25, 2005.


SIGNATURE

 

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 thereunto duly authorized.

 

    COMMERCIAL CAPITAL BANCORP, INC.
    By:   /s/    STEPHEN H. GORDON        
       

Stephen H. Gordon

Chairman of the Board and

Chief Executive Officer

Date: March 25, 2005

EX-99.1 2 dex991.htm PRESS RELEASE Press Release

EXHIBIT 99.1

 

[LETTERHEAD OF COMMERCIAL CAPITAL BANCORP]

 

Contact:

  

Stephen H. Gordon

  

Chairman & CEO

  

Telephone: (949) 585-7500

    

David S. DePillo

  

Vice Chairman, President & COO

  

Facsimile: (949) 585-0174

 

COMMERCIAL CAPITAL BANCORP, INC. ANNOUNCES TWO NEW

INDEPENDENT DIRECTOR APPOINTMENTS

 

Irvine, CA – March 25, 2005 – Commercial Capital Bancorp, Inc. (“CCBI” or the “Company”), (NASDAQ: “CCBI”), announced today that Mark E. Schaffer and R. Rand Sperry were appointed as independent outside directors to the Company’s Board of Directors, effective March 24, 2005, the date of the Company’s board meeting during which such action was taken. Mr. Schaffer has served as a Director of Commercial Capital Bank (the “Bank”), the Company’s bank subsidiary, since April 2003, and served on the Company’s board from February 2004 to June 2004 when he relinquished his position as part of the remix of the board due to the acquisition of Hawthorne Financial Corporation (“Hawthorne”). Mr. Sperry is the Co-Founder of Sperry Van Ness, one of the nation’s largest commercial real estate brokerage firms. Mr. Schaffer and Mr. Sperry replace Timothy R. Chrisman and Anthony W. Liberati, both former directors of Hawthorne, which was acquired by the Company on June 4, 2004, who resigned their positions to pursue with others the acquisition of another, unrelated financial institution and a capital offering related to that acquisition, through VWF Acquisition Corporation. It is the Company’s understanding that Messrs. Chrisman and Liberati are proposed to serve on the board of directors of that institution.

 

Mr. Schaffer currently serves as a Managing Director of Shamrock Capital Advisors, Inc.’s Real Estate Group and its Genesis Fund, which has raised and nearly fully invested $85 million of capital. Shamrock Capital Advisors, Inc. is the investment advisor affiliate of Shamrock Holdings, Inc., the investment vehicle for the Roy E. Disney family. The Genesis Fund seeks to achieve market returns, create quality jobs and make an economic impact in targeted Southern California areas through its investments in office, industrial, retail and mixed-use projects.

 

Mr. Schaffer holds a B.S. from the University of California, Berkeley, and a J.D. from the University of Southern California, where he was the executive editor of the school’s Law Review. Mr. Schaffer started his career with Tuttle & Taylor, a Los Angeles based law firm specializing in real estate and corporate law, where he became the managing partner of the firm. As President of Lowe Enterprises Realty Services, Inc., Mr. Schaffer administered an $800 million portfolio of commercial, industrial, and residential assets. More recently, Mr. Schaffer was responsible for portfolio management, accounting, operating administration, and client services for Lowe Enterprises Investment Management, Inc.’s $2 billion portfolio of commercial, industrial and hospitality assets for its fiduciary clients.

 

Mr. Sperry is the Co-Founder of Sperry Van Ness, headquartered in Southern California, one of the largest and fastest growing commercial real estate brokerage firms in the nation, with over 400 commercial real estate brokers located in 90 regions. Mr. Sperry also serves as CEO of SVN Equities and SVN Asset Management, which own and manage retail, office and industrial space throughout Southern California. Mr. Sperry holds a bachelors degree in finance and real estate from California State University at Long Beach. Mr. Sperry is also a member of the Board of Directors of IPD, an international industrial parts manufacturer and distributor.

 

Stephen H. Gordon, Chairman and Chief Executive Officer commented, “Having served on the Bank’s board since April of 2003, Mark Schaffer has already had a positive impact, constantly displaying a significant understanding of relevant issues. We look forward to having the benefit of his vast experiences and insight on the holding company board as we continue the growth and maturation of the Company.” Gordon continued, “The addition of Rand Sperry to the Company’s board is a wonderful fit. Sperry Van Ness and the Company have enjoyed much success over the years, and I’m confident that the Company will see additional benefit from his experience, enthusiasm, clear vision and broadly deep-rooted community and industry relationships.” Gordon added, “We’d like to express our thanks to Tim Chrisman and Tony Liberati for helping to make the transaction and integration of Hawthrone into Commercial Capital Bancorp a smooth and successful one and wish them great success in their new business endeavors.”


At December 31, 2004, the Company had total assets of $5.02 billion, and total deposits of $2.26 billion. Commercial Capital Bank, the Company’s bank subsidiary, operates banking offices located in Westlake Village (Ventura County), Tarzana, Malibu, Beverly Hills, Baldwin Hills, Westchester, Hawthorne, Manhattan Beach, Gardena, Hermosa Beach, Torrance, Redondo Beach (Los Angeles County), Orange, Irvine, Rancho Santa Margarita (Orange County), Riverside (Riverside County), La Jolla, Del Mar, San Diego (San Diego County), and San Mateo (San Mateo County), and lending offices, located in Corte Madera, San Mateo, Oakland, Encino, Glendale, West Los Angeles, El Segundo, Irvine, Riverside, and La Jolla, California, with plans to open banking offices in Newport Coast, California in mid-2005. The Company was the 3rd largest multi-family lender in California during the 12 months ended December 31, 2004 (source: Dataquick Information Systems) and the Bank was the fastest growing savings institution in California, based on percentage growth in total assets over the 36 months ended December 31, 2004 (source: www.fdic.gov). TIMCOR Exchange Corporation, the Company’s 1031-exchange accommodator subsidiary, is a leading “qualified intermediary” and facilitates exchange transactions nationwide, through its headquarters in Los Angeles, California and offices located in Texas and Florida.

 

This press release may include forward-looking statements related to the Company’s plans, beliefs and goals, which involve certain risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: competitive pressure in the banking industry; changes in the interest rate environment; the health of the economy, either nationally or regionally; the deterioration of credit quality, which would cause an increase in the provision for possible loan and lease losses; changes in the regulatory environment; changes in business conditions, particularly in California real estate; volatility of rate sensitive deposits; asset/liability matching risks and liquidity risks; and changes in the securities markets. The Company undertakes no obligation to revise or publicly release any revision to these forward-looking statements.

 

 

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