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 AND EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2005

FCB BANCORP

Incorporated Under the Laws of the State of California

333-126401
Commission File Number 20-3074387
I.R.S. Employer Identification Number

1100 Paseo Camarillo
Camarillo, California 93010
(805) 484-0534

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

     On October 28, 2005 FCB Bancorp issued a press release announcing its financial results for the quarter and the nine months ended September 30, 2005. A copy of the press release, including unaudited financial information released as a part thereof, is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. FCB Bancorp does not intend for this Item 2.02 on Exhibit 99.1 to be incorporated by reference into filings under the Security Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits:

Exhibit No.		Description
	99.1	Press release of FCB Bancorp, dated October 28, 2005.

SIGNATURE

     Pursuant to the requirements of Section 13 or 15 (d) 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.

FCB BANCORP

Date: October 28, 2005	By:	/s/ Romolo Santarosa
		Romolo Santarosa
		Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibits
99.1	FCB Bancorp press release dated October 28, 2005 with respect to financial results for the quarter and nine months ended September 30, 2005.

EX-99.1

Exhibit 99.1

FCB BANCORP

FCB Bancorp Posts Record Results and Completes Acquisition

Camarillo, California – October 28, 2005 – FCB Bancorp (OTCBB: FCBA; formerly First California Bank – OTCBB: FCAA) announced today record third quarter earnings of $762,000 an increase of 28 percent from the same quarter a year ago and 21 percent higher than last quarter. For the first nine months of 2005, net income was $1,968,000 up 12 percent from the same period a year ago.

FCB Bancorp is a new bank holding company formed by the shareholders of First California Bank. First California Bank shareholders’ stock was converted, without the recognition of gain or loss for tax purposes, into stock of FCB Bancorp on a share-for share basis. Shareholders need not exchange stock certificates although shareholders may do so, if desired. First California Bank became a wholly-owned subsidiary of FCB Bancorp on September 30, 2005.

FCB Bancorp also completed the acquisition of South Coast Bancorp, Inc. and its wholly owned subsidiary, South Coast Commercial Bank, on September 30, 2005 for cash consideration of $36 million. In connection with this acquisition, FCB Bancorp issued 1,115,000 shares of new common stock to accredited investors at $19.75 per share. Net proceeds from this offering were $20.7 million. In addition, FCB Bancorp issued $10.0 million of junior subordinated debentures [commonly referred to as ‘trust preferred

securities’]. Substantially all of the proceeds from this issuance were used to fund the acquisition and pay expenses incurred with both the holding company formation and the acquisition. The acquisition was accounted for using the purchase method of accounting and, as a result, the September 30, 2005 balance sheet information includes the fair value of the assets acquired and the liabilities assumed from South Coast Bancorp, Inc. Revenues, expenses and the resulting income for 2005 and prior periods, however, reflect FCB Bancorp only.

Net income

(in thousands, except per share)	Third quarter				Nine months ended Sep 30,
	2005		2004		2005		2004
Net income	$	762	$	597	$	1,968	$	1,763
Basic earnings per share	$	0.35	$	0.28	$	0.91	$	0.86
Diluted earnings per share	$	0.35	$	0.27	$	0.90	$	0.83
Basic weighted average shares		2,175		2,163		2,167		2,052
Diluted weighted average shares		2,190		2,175		2,189		2,119

Net income for the third quarter of 2005 was $762,000 or $0.35 per diluted share compared with $597,000 or $0.27 per diluted share for the third quarter of 2004. For the first nine months of 2005, net income was $1,968,000 or $0.90 per diluted share compared with $1,763,000 or $0.83 per diluted share for the same period last year. The earnings per share data for 2005 reflect the increase in outstanding weighted average shares that resulted from the issuance of 1,115,000 new shares at the end of the third quarter of 2005.

Net interest income

(dollars in thousands)	Third quarter						Nine months ended Sep 30,
	2005			2004			2005			2004
Net interest income	$	3,567		$	2,882		$	10,028		$	8,719
Net interest margin (tax equivalent)		5.09	%		4.48	%		4.95	%		4.79	%
Average interest earning assets	$	278,443		$	258,553		$	270,780		$	242,461
Average interest bearing funds	$	179,519		$	133,936		$	172,969		$	132,676

Net interest income increased to $3.6 million for the third quarter of 2005, up 24 percent from $2.9 million for the third quarter of 2004. Net interest income for the first nine months of 2005 was $10.0 million and increased 15 percent from $8.7 million posted for the same period last year. The net interest margin on a tax equivalent basis for the third quarter of 2005 was 5.09 percent up from 5.02 percent for the second quarter and 4.84 percent for the first quarter of 2005. The increase in net interest margin each quarter since the third quarter of 2004 reflects the asset-sensitive nature of the Bank’s balance sheet. The Bank should continue to experience an increase in net interest margin as the prime rate increases.

Noninterest income and noninterest expense

(dollars in thousands)	Third quarter						Nine months ended Sep 30,
	2005			2004			2005			2004
Service charges, fees & other income	$	439		$	414		$	1,212		$	1,197
Loan commissions & sales		69			83			237			172
Gains(losses) on sales of securities		—			12			2			24
Noninterest income	$	508		$	509		$	1,451		$	1,393
* * *
Salaries and employee benefits	$	1,522		$	1,374		$	4,541		$	4,074
Premises and equipment		445			334			1,220			927
Other expenses		760			673			2,182			2,086
Noninterest expense	$	2,727		$	2,381		$	7,943		$	7,087
Efficiency ratio		66.93	%		70.46	%		69.20	%		70.24	%

Service charges, fees and other income for the third quarter of 2005 totaled $439,000 compared with $414,000 for the third quarter of 2004. Loan commissions and sales were $69,000 for the third quarter of 2005 and $83,000 for the third quarter of 2004. For the

nine months of 2005, noninterest income, excluding securities transactions, was up 6 percent on higher levels of loan commissions and sales.

Operating expenses for the third quarter of 2005 were $2.7 million up from $2.4 million for the third quarter of 2004. The increase in operating expenses from a year ago reflects principally the increase in costs stemming from the new Simi Valley branch that opened in January 2005, the expansion of our Westlake Village office in the fourth quarter of 2004 and our move into a new operations center in the fourth quarter of 2004. Notwithstanding the increase in operating expenses, the efficiency ratio improved to 66.93 percent for the third quarter of 2005 from 70.46 percent for the same period a year ago. The improvement reflects higher net interest revenue from the growth in our portfolio of loans and the general increase in interest rates as well as our ability to generate low-cost core deposits from an expanding branch network.

Loans and deposits

(dollars in thousands)	As of Sep 30,					As of Sep 30,
	2005		2004			2005		2004
Commercial real estate	$	224,383	$	92,351	Checking	$	90,782	$	81,377
Commercial loans		56,271		56,438	Interest checking		21,793		19,043
Construction loans		23,004		8,175	Savings		24,395		11,975
Home equity loans/lines		7,482		2,036	Money market		61,094		44,398
Home mortgage		10,696		11,950	Time deposits under $100,000		88,885		21,825
Installment and credit card		4,315		2,593	Core deposits		286,949		178,618
Total loans	$	326,151	$	173,543	Time deposits $100,000 or more		74,239		30,260
					Total deposits	$	361,188	$	208,878

Loans and deposits at September 30, 2005 include the combined balances of FCB Bancorp and South Coast Bancorp, Inc. Loans ended the third quarter of 2005 at $326.2 million, up from $173.5 million at the end of the same period a year ago. Before the business combination, loans increased 19 percent from a year ago. Deposits ended the

third quarter at $361.2 million, up from $208.9 at September 30, 2004. Before the business combination, deposits increased 12 percent from the end of the year ago period.

Allowance for loan losses and asset quality

(dollars in thousands)	Third quarter						Nine months ended Sep 30,
	2005			2004			2005			2004
Beginning balance	$	2,593		$	2,533		$	2,346		$	2,325
Balance acquired in purchase		1,184			—			1,184			—
Provision for loan losses		122			104			366			313
Loans charged-off		—			(50	)		(74	)		(86	)
Recoveries on loans charged-off		96			(22	)		172			13
Ending balance	$	3,995		$	2,565		$	3,995		$	2,565
* * *
Allowance to loans		1.22	%		1.48	%
* * *
Accruing loans past due 90 days or more	$	—		$	392
Nonaccrual loans	$	—		$	2,376
Nonaccrual loans to loans		—			1.37	%

At September 30, 2005 the allowance for loan losses was $4.0 million and the ratio of the allowance to loans was 1.22 percent. There were no nonaccrual loans at September 30, 2005. The one nonaccrual loan reported last quarter, for which there have been no charge-offs, has been returned to accruing status.

Capital and selected ratios

The ratio of shareholders’ equity to assets at September 30, 2005, which reflects the effects of the acquisition was 9.62 percent compared with 8.21 percent at the end of the year ago period. Tangible equity to tangible assets at September 30, 2005 was 6.16 percent compared with 8.21 percent a year ago. Book value per common share at September 30, 2005 increased to $13.72 at September 30, 2005 from $10.18 at September 30, 2004. The return on average assets and the return on average common equity for the third quarter of 2005 were 1.01 percent and 12.35 percent, respectively. The return on average assets and the return on average common equity for the first nine months of 2005 were 0.90 percent and 11.05 percent, respectively.

Pro forma financial information

The pro forma combined income statement information has been presented as if the merger, common stock issuance and trust preferred issuance had occurred at the beginning of the year. The pro forma income statement information include estimates and assumptions that were made solely for purposes of developing this pro forma information and are not necessarily an indication of the results that would have been achieved had the merger been consummated at the first of the year or that may be achieved in the future.

(in thousands, except per share)	1Q2005		2Q2005		3Q2005		9 Mths 2005
Net income as reported	$	577	$	629	$	762	$	1,968
Pro forma combined net income	$	884	$	1,018	$	1,196	$	3,097
Earnings per share as reported:
Basic	$	0.27	$	0.29	$	0.35	$	0.91
Diluted	$	0.26	$	0.29	$	0.35	$	0.90
Pro forma combined earnings per share:
Basic	$	0.27	$	0.31	$	0.36	$	0.94
Diluted	$	0.27	$	0.31	$	0.36	$	0.94
Average shares outstanding as reported:
Basic		2,163		2,163		2,175		2,167
Diluted		2,187		2,178		2,190		2,189
Pro forma average shares outstanding:
Basic		3,278		3,278		3,278		3,278
Diluted		3,302		3,293		3,293		3,300

Pro forma combined diluted earnings per share for the nine month period ended September 30, 2005 is approximately 4 percent higher than the respective reported amount.

FCB Bancorp

FCB Bancorp, and its two wholly owned subsidiaries, First California Bank and South Coast Commercial Bank, is a leading community banking company with headquarters in Ventura County. As previously announced, FCB Bancorp will sell South Coast Commercial Bank to Woori America Bank for a premium of $1 million before taxes and expenses. Prior to this transaction, which is subject to regulatory approvals and is anticipated to close in the fourth quarter of 2005, most of the assets and liabilities of South Coast Commercial Bank, including all current retail customer accounts will be acquired or assumed by First California Bank.

First California Bank opened for business in 1979 and has six full service offices located in Camarillo, Oxnard, Simi Valley, Thousands Oaks, Ventura and Westlake Village. South Coast Commercial Bank has two full service offices in Irvine and Anaheim Hills and a loan production office in Torrance.

Contact information

C. G. Kum	Romolo Santarosa
President and Chief Executive Officer	Executive Vice President and Chief Financial Officer
805-322-9308	805-322-9333
cgkum@fcbank.com	rsantarosa@fcbank.com

* * * * * * * * * * *

This press release includes ‘forward-looking’ statements within the meaning of Section 27A of the Securities Act. All of the statements contained in this press release, other than statements of historical fact, should be considered forward-looking statements, including, but not limited to, those concerning (i) the Company’s strategies, objectives and plans for expansion of its operations, products and services, and growth of its portfolio of loans, deposits and investments, (ii) the Company’s beliefs and expectations regarding actions that may be taken by regulatory authorities having oversight of the Company, (iii) the Company’s beliefs as to the adequacy of the allowance for loan losses, and (iv) the Company’s beliefs and expectations of future operating results. Although the Company believes the expectations reflected in those forward-looking statements are reasonable, it can give no assurance that those expectations will prove to have been correct. All subsequent written and oral forward-looking statements by or attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this qualification. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are not intended to give any assurance as to future results. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

# # #

Selected financial data attached

FCB Bancorp

Selected Financial Data

(in thousands, except per share data)
	3Qtr 2005			2Qtr 2005			1Qtr 2005			4Qtr 2004			3Qtr 2004
Income statement summary
Net interest income	$	3,567		$	3,359		$	3,102		$	2,937		$	2,882
Service charges, fees & other income		439			359			414			414			414
Loan commissions & sales		69			66			102			47			83
Gains (losses) on sales of securities		—			2			—			70			12
Operating expenses		2,727			2,650			2,565			2,322			2,381
Provision for loan losses		122			122			122			104			105
Income before income tax		1,226			1,014			931			1,042			905
Income tax		464			385			354			370			308
Net income	$	762		$	629		$	577		$	672		$	597
Balance sheet summary
Loans	$	326,151		$	199,631		$	185,778		$	182,873		$	173,453
Allowance for loan losses		3,995			2,593			2,537			2,346			2,565
Securities		77,171			73,934			75,005			77,345			75,981
Deposits		361,188			238,468			231,882			227,188			208,878
Federal Home Loan Bank advances		47,566			34,940			30,350			32,850			35,665
Junior subordinated debentures		10,000			—			—			—			—
Shareholders’ equity		44,960			23,664			22,587			22,545			22,012
Goodwill		17,241			—			—			—			—
Total assets		467,391			298,294			285,909			283,745			268,273
Common shareholders’ data
Basic earnings per share	$	0.35		$	0.29		$	0.27		$	0.31		$	0.28
Diluted earnings per share	$	0.35		$	0.29		$	0.26		$	0.31		$	0.27
Book value per share	$	13.72		$	10.94		$	10.44		$	10.42		$	10.18
Basic weighted average shares		2,175			2,163			2,163			2,163			2,163
Diluted weighted average shares		2,190			2,178			2,187			2,184			2,175
Capital ratios
Total capital ratio *		11.42	%		11.63	%		12.77	%		12.25	%		12.37	%
Tier 1 capital ratio *		10.28	%		10.44	%		11.52	%		11.04	%		11.12	%
Tier 1 leverage ratio *		8.65	%		8.20	%		8.27	%		8.31	%		8.11	%
Equity to assets		9.62	%		7.93	%		7.90	%		7.95	%		8.21	%
Tangible equity to tangible assets		6.16	%		7.93	%		7.90	%		7.95	%		8.21	%
Financial ratios
Return on average assets		1.01	%		0.89	%		0.85	%		0.97	%		0.87	%
Return on average equity		12.35	%		10.88	%		10.33	%		11.80	%		11.03	%
Efficiency ratio		66.93	%		70.03	%		70.90	%		68.33	%		70.46	%
Net interest margin (tax equivalent)		5.09	%		5.02	%		4.84	%		4.64	%		4.48	%

* September 30, 2005 ratios are preliminary.

FCB Bancorp

Selected Financial Data

(in thousands, except per share data)	Nine months ended September 30,
	2005			2004
Income statement summary
Net interest income	$	10,028		$	8,719
Service charges, fees & other income		1,212			1,197
Loan commissions & sales		237			172
Gains (losses) on sales of securities		2			24
Operating expenses		7,943			7,087
Provision for loan losses		366			313
Income before income tax		3,171			2,712
Income tax		1,203			949
Net income	$	1,968		$	1,763
Balance sheet summary
Loans	$	362,151		$	173,453
Allowance for loan losses		3,995			2,565
Securities		77,171			75,981
Deposits		361,188			208,878
Federal Home Loan Bank advances		47,566			35,665
Junior subordinated debentures		10,000			—
Shareholders’ equity		44,960			22,012
Goodwill		17,241			—
Total assets		467,391			268,273
Common shareholders’ data
Basic earnings per share	$	0.91		$	0.86
Diluted earnings per share	$	0.90		$	0.83
Book value per share	$	13.72		$	10.18
Basic weighted average shares		2,167			2,052
Diluted weighted average shares		2,189			2,119
Capital ratios
Total capital ratio *		11.42	%		12.37	%
Tier 1 capital ratio *		10.28	%		11.12	%
Tier 1 leverage ratio *		8.65	%		8.11	%
Equity to assets		9.62	%		8.21	%
Tangible equity to tangible assets		6.16	%		8.21	%
Financial ratios
Return on average assets		0.90	%		0.89	%
Return on average equity		11.05	%		11.77	%
Efficiency ratio		69.20	%		70.24	%
Net interest margin (tax equivalent)		4.95	%		4.79	%

* September 30, 2005 ratios are preliminary.